Chapter 336 — Title

336.0A-101 Title This section provides the official short title for an article of transitional provisions, which may be cited as … 336.0A-102 Definitions This section defines key terms used in the transitional provisions, including 'adjustment date' (August 1, 2025), … 336.0A-201 Saving Clause Transactions that were valid before August 1, 2024, stay valid after the new UCC amendments take effect. Existing rights … 336.0A-301 Saving Clause The new UCC amendments (Articles 9 and 12) generally apply to transactions, liens, and property interests even if they … 336.0A-302 Security Interest Perfected Before Effective Date A security interest that was properly perfected before August 1, 2024, stays perfected under the new law if the new … 336.0A-303 Security Interest Unperfected Before Effective Date A security interest that was enforceable but not perfected immediately before August 1, 2024, stays enforceable until … 336.0A-304 Effectiveness of Actions Taken Before Effective Date Steps taken before August 1, 2024, to perfect or enforce a security interest can still count under the new law. A … 336.0A-305 Priority The new UCC rules determine priority of competing claims to collateral, but priorities already established before August … 336.0A-306 Priority of Claims When Priority Rules of Article 9 Do Not Apply When Article 9 priority rules do not apply, Article 12 determines priority for claims to controllable electronic records … 336.1-101 Short Titles This section gives the official names to Minnesota's Uniform Commercial Code (Chapter 336) and to Article 1, the General … 336.1-102 Scope of Article Article 1's general rules apply to all transactions covered by any other article of the UCC. 336.1-103 Construction of Uniform Commercial Code to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law The UCC should be read broadly to simplify and modernize business law, make it uniform across states, and allow business … 336.1-104 Construction Against Implied Repeal Later laws should not be read as silently canceling parts of the UCC if there is any reasonable way to read them … 336.1-105 Severability If any part of the UCC is found unconstitutional or invalid, the rest of the code remains in effect. 336.1-106 Use of Singular and Plural; Gender In the UCC, singular words include the plural and vice versa, and words of any gender include all genders. 336.1-107 Section Captions This section states that the section captions (headings) in Minnesota's Uniform Commercial Code are part of the Code … 336.1-108 Relation to Electronic Signatures in Global and National Commerce Act Minnesota's UCC overrides parts of the federal E-SIGN Act (electronic signatures law) but preserves consumer protections … 336.1-109 This section has been repealed or relocated. 336.1-110 Uniform Commercial Code Account This section creates a state treasury account funded by secretary of state filing fees to pay for maintaining the UCC … 336.1-201 General Definitions This section defines over 40 key terms used throughout the entire UCC, including 'agreement,' 'buyer in ordinary … 336.1-202 Notice; Knowledge This section defines when a person has 'notice' or 'knowledge' of a fact under the UCC. A person has notice if they … 336.1-203 Lease Distinguished From Security Interest This section sets out how to tell whether a transaction labeled as a 'lease' is really a secured loan in disguise. If … 336.1-204 Value A person gives 'value' for rights under the UCC by extending credit, taking them as security for a debt, accepting … 336.1-205 Reasonable Time; Seasonableness What counts as a 'reasonable time' to take action under the UCC depends on the circumstances. Acting 'seasonably' means … 336.1-206 Presumptions When the UCC creates a presumption about a fact, that fact must be accepted as true unless the other side presents … 336.1-207 This section has been repealed or relocated. 336.1-208 This section has been repealed or relocated. 336.1-209 This section has been repealed or relocated. 336.1-301 Territorial Applicability; Parties' Power to Choose Applicable Law Parties to a commercial transaction can choose which state's UCC governs their deal, as long as the transaction has a … 336.1-302 Variation by Agreement Parties can generally change UCC rules by agreement, except they cannot waive the duties of good faith, diligence, … 336.1-303 Course of Performance, Course of Dealing, and Usage of Trade How the parties have actually performed a contract, their history of past dealings, and customs in their industry all … 336.1-304 Obligation of Good Faith Every contract or duty within the Uniform Commercial Code carries an obligation of good faith in its performance and … 336.1-305 Remedies to Be Liberally Administered UCC remedies should be applied generously so the injured party ends up in the same position as if the contract had been … 336.1-306 Waiver or Renunciation of Claim or Right After Breach A party can give up a claim or right arising from a breach of contract without needing to receive anything in return, as … 336.1-307 Prima Facie Evidence by Third-party Documents A bill of lading, insurance certificate, inspector's report, or similar third-party document that appears genuine is … 336.1-308 Performance or Acceptance Under Reservation of Rights If you perform or accept performance 'under protest' or 'without prejudice,' you do not give up your right to complain … 336.1-309 Option to Accelerate at Will A contract clause letting a lender demand early payment 'at will' or when it feels 'insecure' can only be used in good … 336.1-310 Subordinated Obligations A creditor can agree that its right to payment is subordinate to (ranked below) another creditor's right. This … 336.10-101 This section no longer contains any operative statutory text. It has expired and is not in effect. 336.10-102 Laws Repealed; Provision for Transition This section lists specific Minnesota statutes that were repealed when the UCC was adopted, with provisions to handle … 336.10-103 General Repealer All laws inconsistent with the UCC are repealed, except as provided in the following section. 336.10-104 This section has been repealed or relocated. 336.10-105 Effective Date The UCC became effective in Minnesota on July 1, 1966, and applies to transactions on or after that date. 336.11-101 This section has been repealed or relocated. 336.11-102 This section has been repealed or relocated. 336.11-103 This section has been repealed or relocated. 336.11-104 This section has been repealed or relocated. 336.11-105 This section has been repealed or relocated. 336.11-106 This section has been repealed or relocated. 336.11-107 This section has been repealed or relocated. 336.11-108 This section has been repealed or relocated. 336.12-101 Title This section gives the official name to Article 12: Uniform Commercial Code -- Controllable Electronic Records. 336.12-102 Definitions This section defines key terms for Article 12, including "controllable electronic record," "qualifying purchaser," … 336.12-103 Relation to Article 9 and Consumer Laws If Article 12 conflicts with Article 9 (Secured Transactions), Article 9 prevails. Consumer protection laws also apply … 336.12-104 Rights in Controllable Account, Controllable Electronic Record, and Controllable Payment Intangible This section establishes rules for acquiring rights in controllable electronic records, controllable accounts, and … 336.12-105 Control of Controllable Electronic Record A person has 'control' of a controllable electronic record if the system gives them the power to benefit from the … 336.12-106 Discharge of Account Debtor on Controllable Account or Controllable Payment Intangible An account debtor on a controllable account or controllable payment intangible can pay the person who has control of the … 336.12-107 Governing Law The law governing a controllable electronic record is the law of its jurisdiction, which is determined by the record … 336.2-101 Short Title This section gives the official name to Article 2 of the UCC: Uniform Commercial Code -- Sales. 336.2-102 Scope; Certain Security and Other Transactions Excluded From This Article Article 2 applies to sales of goods. For hybrid transactions that mix goods and services, the article applies fully if … 336.2-103 Definitions and Index of Definitions This section defines key terms for Article 2, including 'buyer,' 'receipt of goods,' 'seller,' and other important … 336.2-104 Definitions: 'merchant'; 'between Merchants'; 'financing Agency.' This section defines 'merchant' as a person who deals in goods of a certain kind or has special knowledge about them. It … 336.2-105 Definitions: Transferability; 'goods'; 'future' Goods; 'lot'; 'commercial Unit.' This section defines 'goods' as all movable things at the time of the sale, including growing crops, unborn animals, and … 336.2-106 Definitions: 'contract'; 'agreement'; 'contract for Sale'; 'sale'; 'present Sale'; 'conforming to Contract'; 'termination'; 'cancellation'; 'hybrid Transaction.' This section defines "sale" as the passing of title from the seller to the buyer for a price, and defines related terms … 336.2-107 Goods to Be Severed From Realty; Recording Goods that are attached to land (like timber, minerals, or a building to be removed) can be sold under Article 2 if the … 336.2-201 Formal Requirements; Statute of Frauds A contract for the sale of goods worth $500 or more must be in writing to be enforceable, with some exceptions. … 336.2-202 Final Written Expression; Parol or Extrinsic Evidence A written contract that the parties intended as final cannot be contradicted by earlier oral or written agreements. … 336.2-203 Seals Inoperative The 'seal' (a formal wax or paper seal once used on contracts) has no special legal significance in a sale of goods. 336.2-204 Formation in General A sales contract can be formed in any way that shows agreement, including by conduct. Even if the exact moment of … 336.2-205 Firm Offers A written offer by a merchant to buy or sell goods that says it will be held open is binding and cannot be revoked for … 336.2-206 Offer and Acceptance in Formation of Contract Unless the offer clearly says otherwise, it can be accepted in any reasonable manner, including by starting to ship the … 336.2-207 Additional Terms in Acceptance or Confirmation A written acceptance or confirmation that adds different or additional terms from the offer still creates a contract, … 336.2-208 This section has been repealed or relocated. 336.2-209 Modification, Rescission and Waiver An agreement to modify a sales contract needs no new consideration (payment) to be binding. However, the duty of good … 336.2-210 Delegation of Performance; Assignment of Rights A party can generally delegate their duties and assign their rights under a sales contract, unless the other party has a … 336.2-301 General Obligations of Parties The seller must transfer and deliver the goods, and the buyer must accept and pay for them, in accordance with the … 336.2-302 Unconscionable Contract or Clause A court may refuse to enforce a contract or contract clause that it finds unconscionable -- meaning so unfair that no … 336.2-303 Allocation or Division of Risks Where this sales article assigns a risk or burden between the parties "unless otherwise agreed," the parties' agreement … 336.2-304 Price Payable in Money, Goods, Realty, or Otherwise The price in a sales contract can be payable in money or otherwise. If the price is paid in whole or in part in goods, … 336.2-305 Open Price Term If the parties leave the price open, the price is a reasonable price at the time of delivery. If the price is to be set … 336.2-306 Output, Requirements and Exclusive Dealings A contract to buy all of a buyer's requirements or all of a seller's output is valid. The quantity must be in good faith … 336.2-307 Delivery in Single Lot or Several Lots Unless the contract says otherwise, all goods called for by a sales contract must be delivered in a single lot, and … 336.2-308 Absence of Specified Place for Delivery Unless the contract says otherwise, the place for delivery of goods is the seller's place of business, or the seller's … 336.2-309 Absence of Specific Time Provisions; Notice of Termination If the contract does not set a delivery time, it must happen within a reasonable time. Either party can end an … 336.2-310 Open Time for Payment or Running of Credit; Authority to Ship Under Reservation Unless the contract says otherwise, payment is due at the time and place the buyer is to receive the goods, even if the … 336.2-311 Options and Cooperation Respecting Performance If the contract lets one party choose details like shipping arrangements or assortment of goods, they must make the … 336.2-312 Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement A seller warrants that they have good title to the goods, the transfer is rightful, and the goods are free of any … 336.2-313 Express Warranties by Affirmation, Promise, Description, Sample When a seller makes a specific promise, describes the goods, or shows a sample, those statements become express … 336.2-314 Implied Warranty; Merchantability; Usage of Trade When a merchant sells goods, there is an automatic implied warranty that the goods are merchantable -- meaning they work … 336.2-315 Implied Warranty; Fitness for Particular Purpose If a seller knows the buyer needs goods for a specific purpose and the buyer relies on the seller's expertise to choose … 336.2-316 Exclusion or Modification of Warranties Sellers can limit or exclude warranties, but must follow specific rules. To disclaim the implied warranty of … 336.2-317 Cumulation and Conflict of Warranties Express or Implied When goods carry more than one warranty, express or implied, the warranties are read as consistent and cumulative … 336.2-318 Third-party Beneficiaries of Warranties Express or Implied Warranty protections extend beyond the original buyer to anyone who may reasonably be expected to use or be affected by … 336.2-319 F.o.b. and F.a.s. Terms F.O.B. (free on board) and F.A.S. (free alongside) are shipping terms that determine when the seller's delivery duty … 336.2-320 C.i.f. and C.& F. Terms C.I.F. means the price includes the cost of goods, insurance, and freight. C. & F. means it includes cost and freight … 336.2-321 C.i.f. or C.& F.: 'net Landed Weights'; 'payment on Arrival'; Warranty of Condition on Arrival In a C.I.F. or C. & F. contract with a 'net landed weights' or similar term, the price is based on the actual quantity … 336.2-322 Delivery 'ex-ship.' A 'delivery ex-ship' term means the seller must discharge the goods from the vessel at the named port and bear all risk … 336.2-323 Form of Bill of Lading Required in Overseas Shipment; 'overseas.' For overseas shipments under a C.I.F., C.& F., or F.O.B. vessel term, the seller must obtain a negotiable bill of lading … 336.2-324 'no Arrival, No Sale' Term A contract for sale 'no arrival, no sale' means the seller must ship conforming goods, but if they never arrive through … 336.2-325 'letter of Credit' Term; 'confirmed Credit.' If a sales contract calls for a letter of credit, the buyer's failure to furnish it on time is a breach. Once the buyer … 336.2-326 Sale on Approval and Sale or Return; Rights of Creditors Goods delivered on 'sale on approval' remain the seller's property until the buyer accepts. Goods delivered on 'sale or … 336.2-327 Special Incidents of Sale on Approval and Sale or Return In a sale on approval, the buyer may use the goods, risk of loss stays with the seller until acceptance, and return is … 336.2-328 Sale by Auction In a sale by auction, each lot is a separate sale completed when the auctioneer says 'sold.' A bid can be retracted … 336.2-401 Passing of Title; Reservation for Security; Limited Application of This Section Title to goods passes from seller to buyer when the seller completes their delivery obligations under the contract. A … 336.2-402 Rights of Seller's Creditors Against Sold Goods The rights of the seller's unsecured creditors in goods that have been identified to a sale are subject to the buyer's … 336.2-403 Power to Transfer; Good Faith Purchase of Goods; 'entrusting.' A person with voidable title (such as a buyer who bounced a check) can transfer good title to a good-faith purchaser for … 336.2-501 Insurable Interest in Goods; Manner of Identification of Goods The buyer gets a special property interest in goods once they are identified to the contract. This interest exists even … 336.2-502 Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency A buyer who has paid part or all of the price for goods identified to the contract can recover the actual goods from the … 336.2-503 Manner of Seller's Tender of Delivery The seller must put and hold conforming goods at the buyer's disposal and give reasonable notice for the buyer to take … 336.2-504 Shipment by Seller When a contract requires the seller to ship goods by carrier and does not name a particular destination, the seller must … 336.2-505 Seller's Shipment Under Reservation A seller can reserve a security interest in goods by shipping them under their own name or through a negotiable bill of … 336.2-506 Rights of Financing Agency A financing agency that pays or purchases a draft drawn by a seller on a buyer acquires the seller's rights in the … 336.2-507 Effect of Seller's Tender; Delivery on Condition A proper tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to pay … 336.2-508 Cure by Seller of Improper Tender or Delivery; Replacement If the buyer rejects goods and the time for delivery has not yet passed, the seller can fix the problem and make a new, … 336.2-509 Risk of Loss in the Absence of Breach Risk of loss passes to the buyer when the goods are duly delivered to the carrier (for shipment contracts) or when they … 336.2-510 Effect of Breach on Risk of Loss If goods are defective, the risk of loss stays with the seller until the defects are fixed. If the buyer rightfully … 336.2-511 Tender of Payment by Buyer; Payment by Check Unless the parties agree otherwise, the buyer offering payment is a condition of the seller's duty to deliver. The buyer … 336.2-512 Payment by Buyer Before Inspection If payment is due before inspection, the buyer must pay when conforming documents are presented, but payment does not … 336.2-513 Buyer's Right to Inspection of Goods The buyer has the right to inspect goods before paying or accepting them, at any reasonable time and place and in any … 336.2-514 When Documents Deliverable on Acceptance; When on Payment This section sets when documents covering goods (the documents against which a draft, a payment demand, is drawn) must … 336.2-515 Preserving Evidence of Goods in Dispute When there is a claim or dispute about the goods, either party can give the other reasonable notice and then inspect, … 336.2-601 Buyer's Rights on Improper Delivery If goods delivered do not conform to the contract in any respect, the buyer may reject all of them, accept all of them, … 336.2-602 Manner and Effect of Rightful Rejection Rejection of goods must be within a reasonable time after delivery and the buyer must notify the seller. After … 336.2-603 Merchant Buyer's Duties as to Rightfully Rejected Goods A merchant buyer who rejects goods while the seller has no agent nearby must follow the seller's reasonable … 336.2-604 Buyer's Options as to Salvage of Rightfully Rejected Goods If the seller gives no instructions within a reasonable time after being notified of rejection, the buyer can store the … 336.2-605 Waiver of Buyer's Objections by Failure to Particularize A buyer who fails to state a particular defect when rejecting goods cannot later use that defect to justify the … 336.2-606 What Constitutes Acceptance of Goods A buyer accepts goods by telling the seller they are acceptable, by failing to reject them after a reasonable time for … 336.2-607 Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over After accepting goods, a buyer must notify the seller of any breach within a reasonable time or lose the right to any … 336.2-608 Revocation of Acceptance in Whole or in Part A buyer who already accepted goods can later revoke that acceptance if a defect substantially impairs the goods' value, … 336.2-609 Right to Adequate Assurance of Performance If one party has reasonable grounds to feel insecure about the other's performance, they can demand adequate assurance … 336.2-610 Anticipatory Repudiation If one party clearly indicates they will not perform, the other party can wait for performance for a commercially … 336.2-611 Retraction of Anticipatory Repudiation A party who repudiates (says they will not perform) can retract the repudiation before the other party cancels, … 336.2-612 'installment Contract'; Breach In an installment contract (multiple deliveries), the buyer can reject a non-conforming installment only if the defect … 336.2-613 Casualty to Identified Goods If identified goods are totally destroyed before risk of loss passes to the buyer, through no fault of either party, the … 336.2-614 Substituted Performance If the agreed shipping or payment method becomes unavailable, a commercially reasonable substitute must be used and … 336.2-615 Excuse by Failure of Presupposed Conditions A seller is excused from timely delivery if performance becomes impracticable due to an unforeseen event -- like a … 336.2-616 Procedure on Notice Claiming Excuse When a seller notifies the buyer of a material or indefinite delay or an allocation justified under section 336.2-615, … 336.2-701 Remedies for Breach of Collateral Contracts Not Impaired This section preserves remedies for breach of an obligation or promise that is collateral or ancillary to a contract for … 336.2-702 Seller's Remedies on Discovery of Buyer's Insolvency If a seller discovers the buyer is insolvent, the seller can stop delivery and demand cash payment. If the buyer … 336.2-703 Seller's Remedies in General This section lists all the remedies available to the seller when the buyer breaches, including withholding delivery, … 336.2-704 Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods When the buyer breaches, the seller can identify conforming goods to the contract and either resell them or hold them … 336.2-705 Seller's Stoppage of Delivery in Transit or Otherwise A seller can stop delivery of goods in transit if they discover the buyer is insolvent or in breach. For insolvency, the … 336.2-706 Seller's Resale Including Contract for Resale After the buyer breaches, the seller can resell the goods and recover the difference between the contract price and the … 336.2-707 'person in the Position of a Seller.' A person in the position of a seller (like an agent who has paid for or is responsible for the goods) has the same … 336.2-708 Seller's Damages for Nonacceptance or Repudiation If the buyer breaches, the seller can recover the difference between the contract price and the market price at the time … 336.2-709 Action for the Price The seller can sue for the full contract price when the buyer has accepted the goods, conforming goods are lost or … 336.2-710 Seller's Incidental Damages A seller who does not get paid can recover incidental damages, including costs of stopping delivery, transporting, … 336.2-711 Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods When the seller breaches, the buyer can cancel the contract, recover prepayments, cover (buy substitute goods), and sue … 336.2-712 'cover'; Buyer's Procurement of Substitute Goods After the seller breaches, the buyer can 'cover' by making a reasonable substitute purchase in good faith. The buyer can … 336.2-713 Buyer's Damages for Nondelivery or Repudiation If the buyer does not cover, the buyer can recover the difference between the market price at the time the buyer learned … 336.2-714 Buyer's Damages for Breach in Regard to Accepted Goods When a buyer has accepted goods that breach a warranty, the buyer can recover damages measured as the difference between … 336.2-715 Buyer's Incidental and Consequential Damages Buyers can recover incidental damages (such as inspection, shipping, and cover costs) and consequential damages (losses … 336.2-716 Buyer's Right to Specific Performance or Replevin A court can order specific performance (forcing the seller to actually deliver the goods) when the goods are unique or … 336.2-717 Deduction of Damages From the Price The buyer can deduct damages from any part of the price still owed, as long as the buyer notifies the seller of the … 336.2-718 Liquidation or Limitation of Damages; Deposits A sales contract can set liquidated damages (a pre-agreed amount for breach), but only at an amount that is reasonable … 336.2-719 Contractual Modification or Limitation of Remedy Contracts may limit buyer remedies to repair or replacement, but if that limited remedy fails its essential purpose, … 336.2-720 Effect of 'cancellation' or 'rescission' on Claims for Antecedent Breach Calling a contract "cancelled" or "rescinded" does not, by itself, give up your right to sue for damages caused by a … 336.2-721 Remedies for Fraud Remedies for fraud include all remedies available for non-fraudulent breach. Rescission (undoing the contract) does not … 336.2-722 Who Can Sue Third Parties for Injury to Goods A party to a sales contract or anyone with a direct interest can sue a third party for injuries to their goods. If the … 336.2-723 Proof of Market Price; Time and Place If an anticipatory repudiation goes to trial before the delivery date, damages are measured by the market price at the … 336.2-724 Admissibility of Market Quotations When the prevailing price or value of goods regularly bought and sold in an established commodity market is at issue, … 336.2-725 Statute of Limitations in Contracts for Sale Lawsuits for breach of a sales contract must be filed within four years of when the breach occurred. The parties can … 336.2A-101 Short Title This section gives the official name to Article 2A of the UCC: Uniform Commercial Code -- Leases. 336.2A-102 Scope Article 2A applies to any transaction that creates a lease of goods, no matter what form the deal takes. For a hybrid … 336.2A-103 Definitions and Index of Definitions This section defines key terms for Article 2A, including 'lease,' 'lessee,' 'lessor,' 'finance lease,' 'consumer lease,' … 336.2A-104 Leases Subject to Other Statutes A lease covered by Article 2A is also subject to other applicable laws: federal statutes, Minnesota or other-state … 336.2A-105 Territorial Application of Article to Goods Covered by Certificate of Title When leased goods are covered by a certificate of title issued by Minnesota or another jurisdiction, the law of the … 336.2A-106 Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum In a consumer lease, a choice-of-law clause is not enforceable if it picks a jurisdiction other than where the lessee … 336.2A-107 Waiver or Renunciation of Claim or Right After Default A claim or right arising out of an alleged default or breach of warranty under a lease can be given up, in whole or in … 336.2A-108 Unconscionability A court can refuse to enforce a lease or lease clause that is unconscionable (extremely unfair). In a consumer lease, … 336.2A-109 Option to Accelerate at Will An option to accelerate at will or when a party feels insecure can only be exercised in good faith -- the party must … 336.2A-201 Statute of Frauds A lease contract for goods is not enforceable unless the total payments to be made under it (excluding renewal or … 336.2A-202 Final Expression; Parol or Extrinsic Evidence A written lease intended as final cannot be contradicted by prior agreements. It can be supplemented by course of … 336.2A-203 Seals Inoperative Seals (formal wax or paper seals) on lease documents have no legal effect. 336.2A-204 Formation in General A lease can be formed in any way that shows the parties agreed, even if the exact moment of agreement is uncertain or … 336.2A-205 Firm Offers A written offer by a merchant to lease goods that says it will be held open is irrevocable for the stated period (up to … 336.2A-206 Offer and Acceptance in Formation of Lease Contract A lease offer can be accepted in any manner and by any medium reasonable under the circumstances. 336.2A-207 This section has been repealed or relocated. 336.2A-208 Modification, Rescission and Waiver An agreement to modify a lease contract needs no new consideration to be binding. If a signed lease bars changes except … 336.2A-209 Lessee Under Finance Lease as Beneficiary of Supply Contract In a finance lease, the lessee receives the benefit of the supply contract's warranties automatically. The supplier's … 336.2A-210 Express Warranties An express warranty by the lessor is created by any affirmation of fact, promise, description, or sample that becomes … 336.2A-211 Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement A lease contract includes a warranty that, during the lease term, no one holds a claim or interest in the goods arising … 336.2A-212 Implied Warranty of Merchantability Unless modified or excluded, a lessor who is a merchant in goods of the kind makes an implied warranty that the goods … 336.2A-213 Implied Warranty of Fitness for Particular Purpose If the lessor knows the lessee needs the goods for a particular purpose and the lessee relies on the lessor's expertise … 336.2A-214 Exclusion or Modification of Warranties The implied warranties of merchantability and fitness can be excluded or modified. To exclude merchantability, the word … 336.2A-215 Cumulation and Conflict of Warranties Express or Implied In a lease, express and implied warranties are read as consistent and cumulative when reasonable. If that reading is … 336.2A-216 Third-party Beneficiaries of Express and Implied Warranties A lessor's warranty, whether express or implied, reaches any person who may reasonably be expected to use, consume, or … 336.2A-217 Identification Goods can be identified as the goods a lease contract refers to at any time and in any manner the parties explicitly … 336.2A-218 Insurance and Proceeds A lessee gains an insurable interest in the leased goods once existing goods are identified to the lease, even if those … 336.2A-219 Risk of Loss Except in a finance lease, the lessor keeps the risk of loss and it does not pass to the lessee; in a finance lease, the … 336.2A-220 Effect of Default on Risk of Loss If goods are defective, risk of loss stays with the lessor until the defects are fixed or the lessee accepts despite the … 336.2A-221 Casualty to Identified Goods If identified goods are destroyed through no fault of either party before delivery, the lease is voided. If partially … 336.2A-301 Enforceability of Lease Contract A lease is enforceable between the parties and against purchasers of the goods and creditors, subject to other UCC … 336.2A-302 Title to and Possession of Goods This section makes the lease provisions of this article apply no matter who holds title to the goods (the lessor or a … 336.2A-303 Alienability of Party's Interest Under Lease Contract or of Lessor's Residual Interest in Goods; Delegation of Performance; Transfer of Rights This section governs whether a party can transfer its interest under a lease, the lessor's residual interest in the … 336.2A-304 Subsequent Lease of Goods by Lessor This section covers what happens when a lessor leases goods to a second lessee while those goods are already under an … 336.2A-305 Sale or Sublease of Goods by Lessee This section covers what happens when a lessee sells or subleases goods that the lessee is holding under an existing … 336.2A-306 Priority of Certain Liens Arising by Operation of Law This section sets the priority of certain liens that arise automatically by law on leased goods. If someone in the … 336.2A-307 Priority of Liens Arising by Attachment or Levy on, Security Interests in, and Other Claims to Goods This section sets the priority between a lease and various creditors or claims on the goods. A creditor of the lessee … 336.2A-308 Special Rights of Creditors This section gives creditors special rights when a lessor or seller fraudulently keeps possession of goods. A creditor … 336.2A-309 Lessor's and Lessee's Rights When Goods Become Fixtures This section governs rights of lessor and lessee in goods that become fixtures (attached to real property). A perfected … 336.2A-310 Lessor's and Lessee's Rights When Goods Become Accessions This section governs rights of lessor and lessee in goods that are accessions (attached to other personal property). 336.2A-311 Priority Subject to Subordination This section provides that nothing in the Article 2A leasing rules prevents a person who is entitled to priority from … 336.2A-401 Insecurity; Adequate Assurance of Performance Each party to a lease contract owes the other an obligation not to impair the other's expectation of receiving the … 336.2A-402 Anticipatory Repudiation This section covers anticipatory repudiation, which is when one party signals before performance is due that it will not … 336.2A-403 Retraction of Anticipatory Repudiation This section lets a party who repudiated a lease take back (retract) that repudiation, but only until their next … 336.2A-404 Substituted Performance If the agreed delivery method for leased goods becomes commercially impracticable through no one's fault (for example, … 336.2A-405 Excused Performance A lessor's or supplier's delay in delivery, or failure to deliver, is not a default if performance was made … 336.2A-406 Procedure on Excused Performance When the lessor notifies the lessee of a material or indefinite delay, or of an allocation justified under section … 336.2A-407 Irrevocable Promises; Finance Leases In a finance lease, the lessee's promises under the lease become irrevocable and independent once the lessee accepts the … 336.2A-501 Default; Procedure This section defines default in a lease agreement and states that a party is in default when they fail to perform a … 336.2A-502 Notice After Default Under this section, a party who is in default on a lease contract is not entitled to receive notice of the default or … 336.2A-503 Modification or Impairment of Rights and Remedies This section lets the parties to a lease agree to remedies for default in addition to or instead of those the law … 336.2A-504 Liquidation of Damages A lease can set liquidated damages (a pre-set amount or formula for a default or other act or omission) but only if the … 336.2A-505 Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies A party canceling a lease retains rights to any remedy for past defaults. Cancellation does not affect rights already … 336.2A-506 Statute of Limitations An action for default under a lease must be begun within four years. The limitation period begins when the default … 336.2A-507 Proof of Market Rent; Time and Place This section governs how to prove market rent when calculating lease damages. Market-rent damages are measured by the … 336.2A-508 Lessee's Remedies This section lists remedies available to the lessee when the lessor defaults, including canceling the lease, recovering … 336.2A-509 Lessee's Rights on Improper Delivery; Rightful Rejection The lessee has the right to reject goods that do not conform to the lease. Rejection must be within a reasonable time … 336.2A-510 Installment Lease Contracts; Rejection and Default In an installment lease (multiple deliveries), the lessee can reject a non-conforming delivery only if the defect … 336.2A-511 Merchant Lessee's Duties as to Rightfully Rejected Goods A merchant lessee who rejects goods must follow the lessor's reasonable instructions. If the goods are perishable and … 336.2A-512 Lessee's Duties as to Rightfully Rejected Goods A lessee who rightfully rejects leased goods in the lessee's possession must hold them with reasonable care, at the … 336.2A-513 Cure by Lessor of Improper Tender or Delivery; Replacement If a lessor's or supplier's delivery is rejected as nonconforming but the time for performance has not yet expired, the … 336.2A-514 Waiver of Lessee's Objections A lessee who rejects leased goods can lose the right to rely on a defect if the lessee failed to point it out. Not … 336.2A-515 Acceptance of Goods Acceptance of leased goods occurs after the lessee has had a reasonable opportunity to inspect them. It happens when the … 336.2A-516 Effect of Acceptance of Goods; Notice of Default; Burden of Establishing Default After Acceptance; Notice of Claim or Litigation to Person Answerable Over If the lessee accepts goods that later turn out to be non-conforming, the lessee must notify the lessor within a … 336.2A-517 Revocation of Acceptance of Goods A lessee can revoke acceptance if a non-conformity substantially impairs the value of the goods. Revocation must occur … 336.2A-518 Cover; Substitute Goods After the lessor defaults, the lessee can 'cover' by leasing substitute goods. The lessee can recover the difference … 336.2A-519 Lessee's Damages for Nondelivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods If the lessee does not cover, they can recover damages based on the difference between the present value of the market … 336.2A-520 Lessee's Incidental and Consequential Damages The lessee may recover incidental damages (costs incurred because of the lessor's breach) and consequential damages … 336.2A-521 Lessee's Right to Specific Performance or Replevin This section gives a lessee court remedies to obtain the actual leased goods rather than just money. A court may order … 336.2A-522 Lessee's Right to Goods on Lessor's Insolvency A lessee may recover goods from the lessor if the lessor becomes insolvent within 10 days after receiving the first … 336.2A-523 Lessor's Remedies When the lessee defaults, the lessor can cancel the lease, proceed with goods not yet delivered, and exercise remedies … 336.2A-524 Lessor's Right to Identify Goods to Lease Contract When a lessee defaults, this section lets the wronged lessor designate (identify) goods to the lease contract so the … 336.2A-525 Lessor's Right to Possession of Goods After default, the lessor may repossess goods without judicial process if it can be done without breach of the peace. … 336.2A-526 Lessor's Stoppage of Delivery in Transit or Otherwise This section lets a lessor stop goods from being delivered while they are still held by a carrier or other bailee. The … 336.2A-527 Lessor's Rights to Dispose of Goods After a lessee defaults, or after the lessor refuses to deliver or repossesses the goods, the lessor may dispose of the … 336.2A-528 Lessor's Damages for Nonacceptance, Failure to Pay, Repudiation, or Other Default This section sets the lessor's damages when it keeps the goods after a default, or disposes of them in a way that does … 336.2A-529 Lessor's Action for the Rent After the lessee defaults, the lessor can recover accrued and unpaid rent, the present value of future rent as it comes … 336.2A-530 Lessor's Incidental Damages The lessor can recover incidental damages resulting from the lessee's default, including costs of stopping delivery, … 336.2A-531 Standing to Sue Third Parties for Injury to Goods This section says that when a third party damages goods identified to a lease contract, the lessor can sue that third … 336.3-101 Short Title This section gives the official name to Article 3: Uniform Commercial Code -- Negotiable Instruments. 336.3-102 Subject Matter Article 3 applies to negotiable instruments. It does not apply to money, payment orders under Article 4A, or securities … 336.3-103 Definitions This section defines key terms for Article 3, including 'issue,' 'negotiation,' 'ordinary care,' 'party,' 'promise,' … 336.3-104 Negotiable Instrument A negotiable instrument is a written, unconditional promise or order to pay a fixed amount of money, payable on demand … 336.3-105 Issue of Instrument This section defines "issue" of a negotiable instrument as the first delivery of the instrument by the maker or drawer, … 336.3-106 Unconditional Promise or Order A promise or order is unconditional unless it states a condition to payment, is subject to another writing, or says … 336.3-107 Instrument Payable in Foreign Money If a negotiable instrument is payable in a foreign currency, it can be paid in that currency or in an equivalent amount … 336.3-108 Payable on Demand or at Definite Time An instrument is payable on demand if it says so, is payable at sight, or does not state a time. An instrument is … 336.3-109 Payable to Bearer or to Order A promise or order is payable to bearer if it says it is payable to bearer or to cash, names no payee, or otherwise … 336.3-110 Identification of Person to Whom Instrument is Payable An instrument can identify the payee by name, office, account number, or other description. If ambiguous, the instrument … 336.3-111 Place of Payment An instrument is payable at the place of payment stated in the instrument (except as otherwise provided for items in … 336.3-112 Interest Unless the instrument provides otherwise, it is not payable with interest, and interest on an interest-bearing … 336.3-113 Date of Instrument An instrument may be antedated (backdated) or postdated. If the instrument is payable a fixed period after its date, the … 336.3-114 Contradictory Terms of Instrument When an instrument contains terms that contradict each other, this section sets an order of priority for which term … 336.3-115 Incomplete Instrument This section covers an incomplete instrument: a signed writing whose contents show at signing that it is unfinished but … 336.3-116 Joint and Several Liability; Contribution Unless the instrument says otherwise, two or more people who share the same liability on it (as makers, drawers, … 336.3-117 Other Agreements Affecting Instrument A party's obligation to pay a negotiable instrument can be modified, supplemented, or even cancelled by a separate … 336.3-118 Statute of Limitations This section sets deadlines for suing to enforce payment of negotiable instruments. A note payable at a definite time … 336.3-119 Notice of Right to Defend Action When someone is sued for breach of an obligation and a third person would be answerable to them under Article 3 or … 336.3-120 This section has been repealed or relocated. 336.3-121 This section has been repealed or relocated. 336.3-122 This section has been repealed or relocated. 336.3-201 Negotiation Negotiation is the transfer of an instrument that gives the transferee the status of a holder. For bearer instruments, … 336.3-202 Negotiation Subject to Rescission Negotiation is effective even if it was obtained by fraud, illegality, or from a minor. It can be rescinded (undone) … 336.3-203 Transfer of Instrument; Rights Acquired by Transfer An instrument is transferred when someone other than the issuer delivers it so the recipient can enforce it. The … 336.3-204 Endorsement An endorsement is a signature, other than that of a maker, drawer, or acceptor, placed on an instrument to negotiate it, … 336.3-205 Special Endorsement; Blank Endorsement; Anomalous Endorsement A special endorsement is one made by the holder that names a specific person the instrument is payable to, and once … 336.3-206 Restrictive Endorsement An endorsement that tries to limit payment to a particular person or block further transfer does not actually prevent … 336.3-207 Reacquisition Reacquisition happens when an instrument is transferred back to a former holder, whether by negotiation or otherwise. … 336.3-208 This section has been repealed or relocated. 336.3-301 Person Entitled to Enforce Instrument A 'person entitled to enforce' an instrument means the holder, a nonholder in possession with the rights of a holder, or … 336.3-302 Holder in Due Course A holder in due course (HDC) is someone who took a negotiable instrument for value, in good faith, without notice of … 336.3-303 Value and Consideration A person gives value for an instrument by performing the promise for which it was issued, acquiring a security interest … 336.3-304 Overdue Instrument This section sets when a negotiable instrument becomes overdue. A demand instrument becomes overdue at the earliest of: … 336.3-305 Defenses and Claims in Recoupment A holder in due course takes free of personal defenses like lack of consideration or breach of warranty, but subject to … 336.3-306 Claims to an Instrument A person taking an instrument, other than a holder in due course, is subject to claims of ownership or possession by … 336.3-307 Notice of Breach of Fiduciary Duty This section governs when someone who takes a check or note from a fiduciary (such as an agent, trustee, partner, or … 336.3-308 Proof of Signatures and Status as Holder in Due Course This section sets the rules of proof when someone sues to enforce a check or note. Each signature on the instrument is … 336.3-309 Enforcement of Lost, Destroyed, or Stolen Instrument A person who loses an instrument or has it stolen can still enforce it by proving they were entitled to enforce it when … 336.3-310 Effect of Instrument on Obligation for Which Taken If a check or note is given for an underlying obligation, the obligation is suspended until the instrument is paid or … 336.3-311 Accord and Satisfaction by Use of Instrument If a person sends a check marked 'payment in full' for a disputed debt, and the creditor cashes it, the debt is … 336.3-312 Lost, Destroyed, or Stolen Cashier's Check, Teller's Check, or Certified Check If a cashier's check, teller's check, or certified check is lost, stolen, or destroyed, the person entitled to enforce … 336.3-401 Signature Necessary for Liability on Instrument A person is liable on a negotiable instrument only if they signed it or an authorized agent signed for them. 336.3-402 Signature by Representative If a representative signs an instrument on behalf of a represented person and the instrument identifies both, the … 336.3-403 Unauthorized Signature An unauthorized signature on an instrument does not bind the person whose name was used, but does bind the unauthorized … 336.3-404 Impostors; Fictitious Payees If an impostor tricks someone into issuing an instrument, or a dishonest employee creates a fictitious payee, the … 336.3-405 Employer's Responsibility for Fraudulent Endorsement by Employee If an employer entrusts an employee with responsibility for instruments and the employee makes a fraudulent endorsement, … 336.3-406 Negligence Contributing to Forged Signature or Alteration of Instrument If a person's negligence substantially contributes to a forged signature or alteration of an instrument, they cannot … 336.3-407 Alteration An alteration is an unauthorized change to an instrument that modifies a party's obligation. A fraudulent alteration … 336.3-408 Drawee Not Liable on Unaccepted Draft A draft (like a check) does not by itself create an obligation of the drawee (the bank) to any holder. The drawee … 336.3-409 Acceptance of Draft; Certified Check Acceptance is the drawee's signed agreement to pay a draft. It must be written on the draft. A bank certifying a check … 336.3-410 Acceptance Varying Draft If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the … 336.3-411 Refusal to Pay Cashier's Checks, Teller's Checks, and Certified Checks This section covers what happens when an obligated bank wrongfully refuses to pay a cashier's check, certified check, or … 336.3-412 Obligation of Issuer of Note or Cashier's Check The issuer of a note, a cashier's check, or other draft drawn on the drawer must pay the instrument according to its … 336.3-413 Obligation of Acceptor The acceptor of a draft (such as a bank that certifies a check) must pay the draft according to its terms at the time it … 336.3-414 Obligation of Drawer If an unaccepted draft is dishonored, the drawer (the person who wrote it) must pay it according to its terms when it … 336.3-415 Obligation of Endorser If an instrument is dishonored, an endorser (someone who signed it to transfer it) must pay the amount due according to … 336.3-416 Transfer Warranties A person who transfers a negotiable instrument for value warrants that they are entitled to enforce it, all signatures … 336.3-417 Presentment Warranties A person who presents an instrument for payment warrants to the payor that they are entitled to payment, the instrument … 336.3-418 Payment or Acceptance by Mistake If a bank pays a check by mistake (e.g., on a forged endorsement), it can recover the payment from the person who … 336.3-419 Instruments Signed for Accommodation An accommodation party is one who signs an instrument without receiving direct benefit to guarantee another's payment. … 336.3-420 Conversion of Instrument Conversion of an instrument occurs when a bank or other person pays on a forged endorsement. The true owner of the … 336.3-501 Presentment Presentment means a demand for payment or acceptance made to the maker, drawee, or acceptor. The holder must present the … 336.3-502 Dishonor Dishonor occurs when the instrument is properly presented and payment or acceptance is refused. The specific rules for … 336.3-503 Notice of Dishonor If an instrument is dishonored, notice of dishonor must be given to endorsers and drawers. Notice can be given by any … 336.3-504 Excused Presentment and Notice of Dishonor Presentment is excused when the holder cannot make presentment with reasonable diligence, when the maker or acceptor has … 336.3-505 Evidence of Dishonor Certain documents are admissible as evidence and create a presumption that an instrument was dishonored and that any … 336.3-506 This section has been repealed or relocated. 336.3-507 This section has been repealed or relocated. 336.3-508 This section has been repealed or relocated. 336.3-509 This section has been repealed or relocated. 336.3-510 This section has been repealed or relocated. 336.3-511 This section has been repealed or relocated. 336.3-601 Discharge and Effect of Discharge This section explains when a party's obligation to pay an instrument (such as a check or promissory note) is discharged. … 336.3-602 Payment An instrument is paid to the extent payment is made by or for a party obliged to pay it, to a person entitled to enforce … 336.3-603 Tender of Payment When someone offers (tenders) payment of an instrument to the person entitled to enforce it, the general effect is … 336.3-604 Discharge by Cancellation or Renunciation A person entitled to enforce an instrument can discharge it by intentionally destroying or canceling it, or by … 336.3-605 Discharge of Secondary Obligors If a holder releases the primary obligor, agrees to extend the due date, or materially modifies the obligation without … 336.3-606 This section has been repealed or relocated. 336.3-701 This section has been repealed or relocated. 336.3-801 This section has been repealed or relocated. 336.3-802 This section has been repealed or relocated. 336.3-803 This section has been repealed or relocated. 336.3-804 This section has been repealed or relocated. 336.3-805 This section has been repealed or relocated. 336.4-101 Short Title This section gives the official name to Article 4: Uniform Commercial Code -- Bank Deposits and Collections. 336.4-102 Applicability Article 4 covers bank handling of items for presentment, payment, or collection. When an item also falls under Article 3 … 336.4-103 Variation by Agreement; Measure of Damages; Action Constituting Ordinary Care Banks can vary most Article 4 provisions by agreement. However, no agreement can disclaim a bank's responsibility for … 336.4-104 Definitions and Index of Definitions This section defines key terms for Article 4, including 'account,' 'afternoon,' 'banking day,' 'clearing house,' … 336.4-105 'bank'; 'depositary Bank'; 'intermediary Bank'; 'collecting Bank'; 'payor Bank'; 'presenting Bank' A 'depositary bank' is the first bank where an item is deposited. A 'payor bank' is the bank that pays the check. Banks … 336.4-106 Payable Through or Payable at Bank; Collecting Bank If an item says it is "payable through" or "payable at" a named bank, that bank is treated as a collecting bank, and the … 336.4-107 Separate Office of Bank A branch or separate office of a bank is treated as a separate bank when computing the time within which action may be … 336.4-108 Time of Receipt of Items A bank may set a cutoff hour of 2:00 p.m. or later for handling money and items and making entries on its books, so it … 336.4-109 Delays A collecting bank trying in good faith to secure payment of an item drawn on a non-bank payor may waive, modify, or … 336.4-110 Electronic Presentment An agreement between banks establishing an electronic presentment program is valid. Banks can agree to present items … 336.4-111 Statute of Limitations A lawsuit to enforce an obligation, duty, or right arising under this article must be started within three years after … 336.4-201 Status of Collecting Bank as Agent and Provisional Status of Credits; Applicability of Article; Item Endorsed 'pay Any Bank' Unless a contrary intent is shown, a bank is an agent or sub-agent of the depositor for collecting items. The … 336.4-202 Responsibility for Collection or Return; When Action Timely A collecting bank must use ordinary care in presenting, sending, and collecting items. Ordinary care for most banks … 336.4-203 Effect of Instructions Only a collecting bank's own transferor (the party that handed the item to that bank) can give instructions that affect … 336.4-204 Methods of Sending and Presenting; Sending Directly to Payor Bank A collecting bank must send items by a reasonably prompt method, considering the amount, number of items, cost, and … 336.4-205 Depositary Bank Holder of Unendorsed Item When a customer delivers an item to a depositary bank for collection, the bank becomes a holder of the item when it … 336.4-206 Transfer Between Banks When one bank transfers an item to another bank during collection, any agreed method that identifies the bank passing … 336.4-207 Transfer Warranties A customer or collecting bank that transfers an item warrants that they are entitled to enforce it, all signatures are … 336.4-208 Presentment Warranties When a draft is presented for payment or acceptance and the drawee pays or accepts it, the person obtaining payment and … 336.4-209 Encoding and Retention Warranties A person who encodes information on an item after it is issued warrants to any later collecting bank and to the paying … 336.4-210 Security Interest of Collecting Bank in Items, Accompanying Documents, and Proceeds A collecting bank has a security interest in a deposited item, any documents that come with it, and the proceeds, to the … 336.4-211 When Bank Gives Value for Purposes of Holder in Due Course For deciding whether a bank qualifies as a holder in due course, the bank is treated as having given value to the extent … 336.4-212 Presentment by Notice of Item Not Payable by, Through, or at Bank; Liability of Drawer or Endorser This section explains how a collecting bank may present an item that is not payable by, through, or at a bank: it sends … 336.4-213 Medium and Time of Settlement by Bank This section sets the medium and time of settlement between banks when one bank pays another for an item. The form and … 336.4-214 Right of Chargeback or Refund; Liability of Collecting Bank; Return of Item If a collecting bank settles provisionally for an item and the item is later dishonored, the bank can charge back the … 336.4-215 Final Payment of Item by Payor Bank; When Provisional Debits and Credits Become Final; When Certain Credits Become Available for Withdrawal An item is finally paid by the payor bank when that bank first does any of three things: pays the item in cash, settles … 336.4-216 Insolvency and Preference This section governs what happens to a check or other item when a payor or collecting bank suspends payments (becomes … 336.4-301 Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor; Return of Items by Payor Bank A payor bank may pay or return a demand item (like a check) by the bank's midnight deadline (midnight the business day … 336.4-302 Payor Bank's Responsibility for Late Return of Item If a payor bank is properly presented with a demand item and does not pay or return it by its midnight deadline, the … 336.4-303 When Items Subject to Notice, Stop-payment Order, Legal Process, or Setoff; Order in Which Items May Be Charged or Certified This section sets when a stop-payment order, other notice or knowledge, legal process, or a setoff comes too late to … 336.4-401 When Bank May Charge Customer's Account A bank may charge a customer's account for a properly payable item even if the charge creates an overdraft. An item is … 336.4-402 Bank's Liability to Customer for Wrongful Dishonor; Time of Determining Insufficiency of Account A bank that wrongfully dishonors a properly payable item is liable to the customer for damages actually caused by the … 336.4-403 Customer's Right to Stop Payment; Burden of Proof of Loss A customer can order the bank to stop payment on a check. A stop-payment order must be received in time to give the bank … 336.4-404 Bank Not Obliged to Pay Check More Than Six Months Old A bank is not obligated to pay a check that is more than 6 months old (stale check), but it may pay in good faith if it … 336.4-405 Death or Incompetence of Customer A customer's death or incompetence does not revoke the bank's authority to pay items until the bank knows of it and has … 336.4-406 Customer's Duty to Discover and Report Unauthorized Signature or Alteration A customer must promptly examine the bank statement and any returned items and report any unauthorized signature or … 336.4-407 Payor Bank's Right to Subrogation on Improper Payment If a bank pays a check when it should not have (like paying over a stop-payment order), the bank is subrogated to (steps … 336.4-501 Handling of Documentary Drafts; Duty to Send for Presentment and to Notify Customer of Dishonor A bank that takes a documentary draft for collection must present or send the draft and accompanying documents for … 336.4-502 Presentment of 'on Arrival' Drafts When a draft or the instructions require presentment "on arrival" (or similar wording tied to goods arriving), the … 336.4-503 Responsibility of Presenting Bank for Documents and Goods; Report of Reasons for Dishonor; Referee in Case of Need Unless instructed otherwise, a bank presenting a documentary draft must deliver the documents to the drawee on … 336.4-504 Privilege of Presenting Bank to Deal With Goods; Security Interest for Expenses If a documentary draft is dishonored and the presenting bank has promptly asked for instructions but does not receive … 336.4A-101 Short Title This section gives the official name to Article 4A: Uniform Commercial Code -- Funds Transfers. 336.4A-102 Subject Matter This section sets the scope of Article 4A: the article applies to funds transfers as those transfers are defined in … 336.4A-103 Payment Order-definitions This section defines key terms used in Article 4A. A "payment order" is an instruction from a sender to a receiving bank … 336.4A-104 Funds Transfer-definitions A 'funds transfer' is the series of transactions from the originator's payment order to acceptance by the beneficiary's … 336.4A-105 Other Definitions This section defines additional terms used in Article 4A, including "authorized account," "bank," "customer," … 336.4A-106 Time Payment Order is Received This section sets when a payment order, or a communication canceling or amending one, is treated as received by a bank, … 336.4A-107 Federal Reserve Regulations and Operating Circulars Regulations of the Federal Reserve Board of Governors and operating circulars of the Federal Reserve Banks override any … 336.4A-108 Relationship to Electronic Fund Transfer Act Article 4A generally does not apply to a funds transfer if any part of it is governed by the federal Electronic Fund … 336.4A-201 Security Procedure A 'security procedure' is a procedure agreed upon by a bank and its customer for verifying the authenticity of payment … 336.4A-202 Authorized and Verified Payment Orders A payment order is the authorized order of the named sender if that person authorized it or is bound by it under agency … 336.4A-203 Unenforceability of Certain Verified Payment Orders This section applies when a payment order was not actually authorized by the customer but is still treated as the … 336.4A-204 Refund of Payment and Duty of Customer to Report With Respect to Unauthorized Payment Order If a bank accepts a payment order issued in the customer's name that was not authorized by the customer or is not … 336.4A-205 Erroneous Payment Orders This section covers erroneous payment orders sent under a security procedure meant to catch errors, where the order pays … 336.4A-206 Transmission of Payment Order Through Funds-transfer or Other Communication System When a payment order is sent to a bank through a funds-transfer system or other third-party communication system, that … 336.4A-207 Misdescription of Beneficiary This section deals with payment orders that misdescribe the beneficiary. If the order names a beneficiary or account … 336.4A-208 Misdescription of Intermediary Bank or Beneficiary's Bank This section covers payment orders that misdescribe an intermediary bank or the beneficiary's bank. If the order names … 336.4A-209 Acceptance of Payment Order The beneficiary's bank accepts a payment order when it pays the beneficiary, notifies the beneficiary that the account … 336.4A-210 Rejection of Payment Order A receiving bank rejects a payment order by giving the sender a notice of rejection, either orally or in a record, that … 336.4A-211 Cancellation and Amendment of Payment Order A sender can cancel or amend a payment order, but the cancellation or amendment must be received before the receiving … 336.4A-212 Liability and Duty of Receiving Bank Regarding Unaccepted Payment Order A receiving bank generally has no duty to accept a payment order, and no duty to act or refrain from acting on an order … 336.4A-301 Execution and Execution Date A receiving bank "executes" a payment order by issuing its own payment order intended to carry out the order it … 336.4A-302 Obligations of Receiving Bank in Execution of Payment Order When a receiving bank accepts a payment order, it must issue its own complying payment order on the execution date and … 336.4A-303 Erroneous Execution of Payment Order This section sets the rules when a receiving bank executes a payment order incorrectly. If the bank issues an order for … 336.4A-304 Duty of Sender to Report Erroneously Executed Payment Order When a sender of a payment order receives notice from the receiving bank that the order was executed or that the … 336.4A-305 Liability for Late or Improper Execution or Failure to Execute Payment Order This section sets a receiving bank's liability when it executes a payment order late or improperly, or fails to execute … 336.4A-401 Payment Date This section defines the "payment date" of a payment order as the day the order amount is payable to the beneficiary by … 336.4A-402 Obligation of Sender to Pay Receiving Bank A sender of a payment order must pay the receiving bank when the bank accepts the order. If the sender is a bank, … 336.4A-403 Payment by Sender to Receiving Bank Payment of a sender's obligation to a receiving bank occurs when the receiving bank receives final settlement through a … 336.4A-404 Obligation of Beneficiary's Bank to Pay and Give Notice to Beneficiary If a beneficiary's bank accepts a payment order, it must pay the amount to the beneficiary, due on the payment date (or … 336.4A-405 Payment by Beneficiary's Bank to Beneficiary This section sets when a beneficiary's bank has actually paid the beneficiary: payment occurs when the beneficiary is … 336.4A-406 Payment by Originator to Beneficiary; Discharge of Underlying Obligation The originator's obligation to pay the beneficiary is discharged when the beneficiary's bank accepts a payment order for … 336.4A-501 Variation by Agreement and Effect of Funds-transfer System Rule This section says that, unless this article provides otherwise, parties to a funds transfer may change their rights and … 336.4A-502 Creditor Process Served on Receiving Bank; Setoff by Beneficiary's Bank This section governs how creditor process (such as a levy, attachment, garnishment, lien notice, or sequestration) … 336.4A-503 Injunction or Restraining Order With Respect to Funds Transfer This section limits when a court may step in to block a funds transfer. For proper cause and consistent with applicable … 336.4A-504 Order in Which Items and Payment Orders May Be Charged to Account; Order of Withdrawals From Account This section addresses the order in which a bank may charge a customer's account and how withdrawals are tracked. When a … 336.4A-505 Preclusion of Objection to Debit of Customer's Account This section sets a deadline for a customer to challenge a debit to the customer's account for a payment order. If a … 336.4A-506 Rate of Interest This section sets how interest is calculated when a receiving bank owes interest on a payment order. The amount can be … 336.4A-507 Choice of Law This section sets which state's or jurisdiction's law governs a funds transfer. By default, the relationship between a … 336.5-101 Short Title This section gives the official name to Article 5: Uniform Commercial Code -- Letters of Credit. 336.5-102 Definitions This section defines the key terms used in Article 5, which governs letters of credit. It explains words such as … 336.5-103 Scope This section sets the scope of Article 5, which applies to letters of credit and to certain rights and obligations … 336.5-104 Formal Requirements A letter of credit, along with any confirmation, advice, transfer, amendment, or cancellation, may be issued in any form … 336.5-105 Consideration Consideration is not needed to issue, amend, transfer, or cancel a letter of credit. 336.5-106 Issuance, Amendment, Cancellation, and Duration A letter of credit is issued and becomes enforceable against the issuer when the issuer sends or transmits it to the … 336.5-107 Confirmer, Nominated Person, and Adviser A confirmer (a bank that adds its own guarantee to a letter of credit) has the same obligations as the issuer. An … 336.5-108 Issuer's Rights and Obligations An issuer must honor a presentation that appears on its face to strictly comply with the terms of the letter of credit. … 336.5-109 Fraud and Forgery If a required document is forged or there is material fraud in the transaction, the issuer may refuse to honor the … 336.5-110 Warranties When a letter of credit presentation is honored, the beneficiary makes certain promises (warranties). The beneficiary … 336.5-111 Remedies If an issuer wrongfully dishonors or repudiates a letter of credit, the beneficiary, successor, or nominated person can … 336.5-112 Transfer of Letter of Credit A transfer of a letter of credit (or a right to draw under it) can only be made if the letter of credit allows it. The … 336.5-113 Transfer by Operation of Law A successor to a beneficiary (such as a corporation that merges with the beneficiary) can draw on the letter of credit … 336.5-114 Assignment of Proceeds An assignee of proceeds of a letter of credit can receive payment from the issuer, but only if the issuer consents. The … 336.5-115 Statute of Limitations An action for wrongful dishonor or breach of an obligation under a letter of credit must be brought within one year … 336.5-116 Choice of Law and Forum The liability of an issuer, confirmer, or nominated person under a letter of credit is governed by the law of the … 336.5-117 Subrogation of Issuer, Applicant, and Nominated Person When an issuer honors a letter of credit, it is subrogated to the rights of the beneficiary and the applicant as if it … 336.5-118 Security Interest of Issuer or Nominated Person An issuer or nominated person that honors or gives value for a presentation under a letter of credit gets a security … 336.6-101 This section has been repealed or relocated. 336.6-102 This section has been repealed or relocated. 336.6-103 This section has been repealed or relocated. 336.6-104 This section has been repealed or relocated. 336.6-105 This section has been repealed or relocated. 336.6-106 This section has been repealed or relocated. 336.6-107 This section has been repealed or relocated. 336.6-108 This section has been repealed or relocated. 336.6-109 This section has been repealed or relocated. 336.6-110 This section has been repealed or relocated. 336.6-111 This section has been repealed or relocated. 336.7-101 Short Title This section gives the official name to Article 7: Uniform Commercial Code -- Documents of Title. 336.7-102 Definitions and Index of Definitions This section defines the key terms used throughout Article 7 (Uniform Commercial Code, Documents of Title). The terms it … 336.7-103 Relation of Article to Treaty or Statute Article 7 is subject to applicable regulatory statutes and treaties. Conflicting provisions of regulatory statutes and … 336.7-104 Negotiable and Nonnegotiable Document of Title A document of title is negotiable if it says the goods are to be delivered to bearer or to the order of a named person. … 336.7-105 Reissuance in Alternative Medium This section lets the issuer of a document of title swap one medium for another at the request of the person entitled … 336.7-106 Control of Electronic Document of Title A person has 'control' of an electronic document of title if a system gives them the power to transfer the document and … 336.7-201 Person That May Issue a Warehouse Receipt; Storage Under Bond A person can store goods and issue a warehouse receipt for them even if the goods are owned by the warehouse. A … 336.7-202 Form of Warehouse Receipt; Effect of Omission A warehouse receipt does not need to be in any particular form. The statute lists terms a receipt should contain, … 336.7-203 Liability for Nonreceipt or Misdescription A party to, or a good-faith purchaser for value of, a document of title other than a bill of lading who relies on the … 336.7-204 Duty of Care; Contractual Limitation of Warehouse's Liability A warehouse must exercise the care that a reasonably careful person would use for goods of the same type. The warehouse … 336.7-205 Title Under Warehouse Receipt Defeated in Certain Cases This section governs when someone who buys fungible goods (interchangeable items like grain or oil) loses the protection … 336.7-206 Termination of Storage at Warehouse's Option This section lets a warehouse end storage on its own initiative. By giving notice to the depositor and anyone known to … 336.7-207 Goods Must Be Kept Separate; Fungible Goods If a warehouse stores fungible goods (like grain) together, each depositor owns a proportionate share of the mass. The … 336.7-208 Altered Warehouse Receipts This section addresses what happens when a warehouse receipt has been altered. If a blank in a negotiable paper … 336.7-209 Lien of Warehouse A warehouse has a lien on goods stored for storage charges, insurance, labor, transportation, and other charges. The … 336.7-210 Enforcement of Warehouse's Lien A warehouse can enforce its lien by selling the goods at a public or private sale after giving proper notice to the … 336.7-301 Liability for Nonreceipt or Misdescription; 'said to Contain'; 'shipper's Weight, Load, and Count'; Improper Handling This section sets a carrier's liability when goods are not received as stated or are misdescribed in a bill of lading. A … 336.7-302 Through Bills of Lading and Similar Documents of Title This section covers through bills of lading, where part of the transportation is performed by a connecting carrier or … 336.7-303 Diversion; Reconsignment; Change of Instructions The carrier can change the destination or delivery instructions for goods in transit if the person entitled to do so … 336.7-304 Tangible Bills of Lading in a Set A tangible bill of lading can be issued in multiple parts (a 'set'). Negotiation of one part defeats later negotiation … 336.7-305 Destination Bills Instead of issuing a bill of lading, a carrier can give a destination bill (issued at the destination) at the request of … 336.7-306 Altered Bills of Lading If someone makes an unauthorized change to a bill of lading, or fills in a blank space without authorization, the bill … 336.7-307 Lien of Carrier A carrier has a lien on the goods covered by a bill of lading (or on the proceeds in its possession) for charges arising … 336.7-308 Enforcement of Carrier's Lien The carrier can enforce its lien by selling the goods at public auction or private sale after giving proper notice to … 336.7-309 Duty of Care; Contractual Limitation of Carrier's Liability A carrier must exercise the degree of care that a reasonably careful carrier would use. The carrier can limit its … 336.7-401 Irregularities in Issue of Receipt or Bill or Conduct of Issuer An issuer's obligations under this article still apply to a document of title even when something about the document or … 336.7-402 Duplicate Document of Title; Overissue A duplicate or other document of title that covers goods already represented by an outstanding document from the same … 336.7-403 Obligation of Bailee to Deliver; Excuse A bailee (such as a warehouse or carrier) must deliver goods to the person entitled under a document of title once that … 336.7-404 No Liability for Good Faith Delivery Pursuant to Document of Title A bailee is not liable for delivering goods in good faith to a person who appeared entitled, even if that person was not … 336.7-501 Form of Negotiation and Requirements of Due Negotiation A negotiable document of title payable to order is negotiated by endorsement and delivery. One payable to bearer is … 336.7-502 Rights Acquired by Due Negotiation A holder to whom a negotiable document is duly negotiated acquires title to the document, title to the goods, and the … 336.7-503 Document of Title to Goods Defeated in Certain Cases A document of title gives the holder rights against the bailee, but does not defeat a prior claim to the goods by a … 336.7-504 Rights Acquired in Absence of Due Negotiation; Effect of Diversion; Stoppage of Delivery When a document of title (negotiable or nonnegotiable) is delivered but not duly negotiated, the transferee acquires … 336.7-505 Indorser Not Guarantor for Other Parties Endorsing a tangible document of title that a bailee issued, such as a warehouse receipt or bill of lading, does not … 336.7-506 Delivery Without Indorsement: Right to Compel Indorsement When a negotiable tangible document of title is transferred without the required indorsement, the transferee has a … 336.7-507 Warranties on Negotiation or Delivery of Document of Title A person who negotiates a document of title warrants that the document is genuine, they have a right to negotiate it, … 336.7-508 Warranties of Collecting Bank as to Documents of Title A collecting bank or other intermediary known to be handling documents of title for someone else, or collecting a draft … 336.7-509 Adequate Compliance With Commercial Contract Whether a document of title is good enough to satisfy a party's obligations under a contract for sale, a contract for … 336.7-601 Lost, Stolen, or Destroyed Documents of Title If a document of title is lost, stolen, or destroyed, a court may order the bailee to deliver the goods or issue a … 336.7-602 Judicial Process Against Goods Covered by Negotiable Document of Title This section limits how a creditor can use judicial process to reach goods held by a bailee when a negotiable document … 336.7-603 Conflicting Claims; Interpleader This section governs what a bailee (such as a warehouse or carrier) may do when more than one person claims title to or … 336.7-703 Applicability This is a transition rule for the 2004 update to Minnesota's documents-of-title law. The amendments (Laws 2004, chapter … 336.7-704 Savings Clause This savings clause preserves the prior law for documents of title and bailments that predate the 2004 update. A … 336.8-101 Short Title This section gives the official name to Article 8: Uniform Commercial Code -- Investment Securities. 336.8-102 Definitions This section defines key terms for Article 8, including 'certificated security,' 'uncertificated security,' 'entitlement … 336.8-103 Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets This section provides rules for determining whether an obligation is a security or other financial asset under Article … 336.8-104 Acquisition of Security or Financial Asset or Interest Therein This section sets the rules for how a person acquires a security or other financial asset under Article 8. A person … 336.8-105 Notice of Adverse Claim This section defines when a person has notice of an adverse claim, meaning someone else claims an interest in a security … 336.8-106 Control Control of a certificated security means the purchaser has taken delivery. Control of an uncertificated security means … 336.8-107 Whether Endorsement, Instruction, or Entitlement Order is Effective This section sets the rules for when an endorsement, instruction, or entitlement order to transfer a security is legally … 336.8-108 Warranties in Direct Holding This section lists the warranties (legal promises) that a person makes when transferring a security directly, rather … 336.8-109 Warranties in Indirect Holding This section lists the warranties (legal promises) made when securities are held indirectly through a securities … 336.8-110 Applicability; Choice of Law The local law of the issuer's jurisdiction governs the validity, transfer, and registration of a certificated security. … 336.8-111 Clearing Corporation Rules This section gives legal force to the internal rules a clearing corporation adopts to govern the rights and obligations … 336.8-112 Creditor's Legal Process This section explains how a creditor can legally reach a debtor's interest in a security to collect a debt. For a paper … 336.8-113 Statute of Frauds Inapplicable This section removes securities contracts from the usual "statute of frauds" requirement that certain agreements be in … 336.8-114 Evidentiary Rules Concerning Certificated Securities This section sets out rules of proof for a lawsuit brought on a paper (certificated) security against the issuer. Each … 336.8-115 Securities Intermediary and Others Not Liable to Adverse Claimant This section protects a brokerage firm or other agent that follows its customer's instructions to transfer or handle a … 336.8-116 Securities Intermediary as Purchaser for Value This section treats a brokerage firm or other securities intermediary as a "purchaser for value" when it receives a … 336.8-201 Issuer This section defines who counts as an "issuer" of a security for purposes of obligations on, or defenses to, that … 336.8-202 Issuer's Responsibility and Defenses; Notice of Defect or Defense This section sets out what terms govern a security and when an issuer can deny that a security is valid. The terms of a … 336.8-203 Staleness as Notice of Defect or Defense This section explains when a security becomes too "stale" to be taken without notice of a defect, so that a buyer is … 336.8-204 Effect of Issuer's Restriction on Transfer A transfer restriction that an issuer places on a security, even if otherwise lawful, does not bind a person who does … 336.8-205 Effect of Unauthorized Signature on Security Certificate An unauthorized signature placed on a security certificate before or during issue is normally ineffective, but it … 336.8-206 Completion or Alteration of Security Certificate This section governs what happens when a security certificate is signed but otherwise incomplete or has been altered. If … 336.8-207 Rights and Duties of Issuer With Respect to Registered Owners An issuer may treat the registered owner of a security as the person entitled to exercise all rights of ownership, even … 336.8-208 Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent This section sets out what someone promises when they sign a security certificate as an authenticating trustee, … 336.8-209 Issuer's Lien This section governs when an issuer's lien on a certificated security is enforceable against a buyer. The issuer's … 336.8-210 Overissue If an over-issue of securities would result, the issuer may purchase identical securities and deliver them, or if … 336.8-301 Delivery Delivery of a certificated security occurs when the purchaser or a designated person acquires possession. Delivery of an … 336.8-302 Rights of Purchaser A purchaser of a certificated or uncertificated security generally acquires all the rights in the security that the … 336.8-303 Protected Purchaser A 'protected purchaser' is a person who gives value, does not have notice of an adverse claim, and obtains control of … 336.8-304 Endorsement An endorsement of a certificated security in registered form is made by signing the certificate or a separate document. … 336.8-305 Instruction If an instruction to the issuer of an uncertificated security was started by an appropriate person but is left … 336.8-306 Effect of Guaranteeing Signature, Endorsement, or Instruction A person who guarantees a signature on a security certificate warrants that the signature is genuine, the signer is the … 336.8-307 Purchaser's Right to Requisites for Registration of Transfer When someone transfers a security, the buyer can demand that the transferor supply proof of authority to transfer and … 336.8-308 This section has been repealed or relocated. 336.8-309 This section has been repealed or relocated. 336.8-310 This section has been repealed or relocated. 336.8-311 This section has been repealed or relocated. 336.8-312 This section has been repealed or relocated. 336.8-313 This section has been repealed or relocated. 336.8-314 This section has been repealed or relocated. 336.8-315 This section has been repealed or relocated. 336.8-316 This section has been repealed or relocated. 336.8-317 This section has been repealed or relocated. 336.8-318 This section has been repealed or relocated. 336.8-319 This section has been repealed or relocated. 336.8-320 This section has been repealed or relocated. 336.8-321 This section has been repealed or relocated. 336.8-401 Duty of Issuer to Register Transfer When a certificated security in registered form (or an instruction for an uncertificated security) is presented to the … 336.8-402 Assurance That Endorsement or Instruction is Effective Before registering a transfer, an issuer may require assurance that each necessary endorsement or instruction is genuine … 336.8-403 Demand That Issuer Not Register Transfer An appropriate person (someone entitled to endorse the security or originate an instruction) may demand that the issuer … 336.8-404 Wrongful Registration An issuer is liable for wrongful registration if it registers a transfer to someone not entitled to the security in any … 336.8-405 Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate If a certificated security is lost, destroyed, or stolen, the owner can get a replacement from the issuer by providing a … 336.8-406 Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate If a security certificate is lost, destroyed, or wrongfully taken, the owner must notify the issuer within a reasonable … 336.8-407 Authenticating Trustee, Transfer Agent, and Registrar A person acting as an authenticating trustee, transfer agent, registrar, or other agent for an issuer has the same … 336.8-408 This section has been repealed or relocated. 336.8-501 Securities Account; Acquisition of Security Entitlement From Securities Intermediary A person acquires a 'security entitlement' when a securities intermediary credits a financial asset to the person's … 336.8-502 Assertion of Adverse Claim Against Entitlement Holder A person who acquires a security entitlement from a securities intermediary in good faith and without notice of an … 336.8-503 Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary A securities intermediary must maintain financial assets sufficient to cover all of its entitlement holders' security … 336.8-504 Duty of Securities Intermediary to Maintain Financial Asset A securities intermediary must maintain financial assets corresponding to all security entitlements it has established … 336.8-505 Duty of Securities Intermediary With Respect to Payments and Distributions A securities intermediary must take action to obtain any payment or distribution that the issuer of a financial asset … 336.8-506 Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder A securities intermediary must exercise rights with respect to a financial asset when the entitlement holder directs it … 336.8-507 Duty of Securities Intermediary to Comply With Entitlement Order A securities intermediary must comply with an entitlement order directing transfer or redemption of a financial asset, … 336.8-508 Duty of Securities Intermediary to Change Entitlement Holder's Position to Other Form of Security Holding A securities intermediary must act at the entitlement holder's direction to change a security entitlement into another … 336.8-509 Specification of Duties of Securities Intermediary by Other Statute or Regulation; Manner of Performance of Duties of Securities Intermediary and Exercise of Rights of Entitlement Holder The obligations of a securities intermediary can be modified by agreement with the entitlement holder and are subject to … 336.8-510 Rights of Purchaser of Security Entitlement From Entitlement Holder A person who buys a security entitlement, or an interest in one, from an entitlement holder takes free of adverse claims … 336.8-511 Priority Among Security Interests and Entitlement Holders When a securities intermediary does not hold enough of a financial asset to satisfy both its entitlement holders and a … 336.8-601 Effective Date This section sets the effective date for the 1995 act that revised Minnesota's Uniform Commercial Code Article 8 on … 336.8-602 This section has been repealed or relocated. 336.8-603 Savings Clause This section addresses the transition from former Article 8 to the revised version and provides rules for pending … 336.9-101 Short Title This section gives the official name to Article 9: Uniform Commercial Code -- Secured Transactions. 336.9-102 Definitions and Index of Definitions This section defines over 80 key terms used in Article 9, including 'account,' 'chattel paper,' 'collateral,' 'debtor,' … 336.9-103 Purchase-money Security Interest; Application of Payments; Burden of Establishing A 'purchase-money security interest' (PMSI) arises when a lender provides funds to acquire collateral or a seller … 336.9-104 Control of Deposit Account A deposit account maintained with a bank can serve as collateral. Control of the deposit account is established by … 336.9-105 Control of Electronic Copy of Record Evidencing Chattel Paper Control of an electronic chattel paper is obtained when a single authoritative copy exists, the secured party is … 336.9-106 Control of Investment Property Control of investment property can be obtained through the securities intermediary's agreement to follow the secured … 336.9-107 Control of Letter of Credit Right Control of a letter-of-credit right is obtained when the issuer or nominated person consents to assignment of proceeds. 336.9-108 Sufficiency of Description A description of collateral in a security agreement is sufficient if it reasonably identifies the collateral. … 336.9-109 Scope Article 9 applies to any transaction that creates a security interest in personal property or fixtures by contract, … 336.9-110 Security Interests Arising Under Article 2 or 2a A security interest that arises automatically under the sales (Article 2) or lease (Article 2A) provisions, specifically … 336.9-111 This section has been repealed or relocated. 336.9-112 This section has been repealed or relocated. 336.9-113 This section has been repealed or relocated. 336.9-114 This section has been repealed or relocated. 336.9-115 This section has been repealed or relocated. 336.9-116 This section has been repealed or relocated. 336.9-201 General Effectiveness of Security Agreement A security agreement is effective between the parties, against purchasers of the collateral, and against creditors, … 336.9-202 Title to Collateral Immaterial Title to collateral is irrelevant to whether a security interest exists. Article 9 applies regardless of who holds … 336.9-203 Attachment and Enforceability of Security Interest; Proceeds; Supporting Obligations; Formal Requisites A security interest is enforceable (attaches) when value has been given, the debtor has rights in the collateral, and … 336.9-204 After-acquired Property; Future Advances A security agreement can cover after-acquired property (collateral the debtor gets in the future). For consumer goods, … 336.9-205 Use or Disposition of Collateral Permissible A security interest is not invalid just because the debtor has the right to use, sell, or collect the collateral. This … 336.9-206 Security Interest Arising in Purchase or Delivery of Financial Asset A security interest arises automatically in favor of a securities intermediary when a person buys a financial asset … 336.9-207 Rights and Duties of Secured Party Having Possession or Control of Collateral A secured party who has possession of collateral must use reasonable care in keeping and preserving it, and for chattel … 336.9-208 Additional Duties of Secured Party Having Control of Collateral When there is no outstanding secured obligation and the secured party is not committed to give any further value, this … 336.9-209 Duties of Secured Party if Account Debtor Has Been Notified of Assignment This section applies when a secured party financed a debtor against assigned accounts and the account debtor was … 336.9-210 Request for Accounting; Request Regarding List of Collateral or Statement of Account A debtor can send a signed request asking the secured party to provide an accounting of the unpaid debt, or to approve … 336.9-301 Law Governing Perfection and Priority of Security Interests The local law of the debtor's location governs perfection and priority of security interests in most collateral. For … 336.9-302 Law Governing Perfection and Priority of Agricultural Liens While farm products are located in a jurisdiction, that jurisdiction's local law governs perfection of an agricultural … 336.9-303 Law Governing Perfection and Priority of Security Interests in Goods Covered by a Certificate of Title For goods covered by a certificate of title, the law of the jurisdiction that issued the certificate governs perfection, … 336.9-304 Law Governing Perfection and Priority of Security Interests in Deposit Accounts The law of the bank's jurisdiction governs perfection of a security interest in a deposit account. 336.9-305 Law Governing Perfection and Priority of Security Interests in Investment Property This section sets choice-of-law rules for security interests in investment property, and which state's law applies … 336.9-306 Law Governing Perfection and Priority of Security Interests in Letter of Credit Rights The law of the issuer's or nominated person's jurisdiction governs perfection of a security interest in letter-of-credit … 336.9-307 Location of Debtor An individual debtor is located at their principal residence. An organization registered in a state is located in that … 336.9-308 When Security Interest or Agricultural Lien is Perfected; Continuity of Perfection A security interest is perfected when it has attached and all applicable steps for perfection have been taken. These … 336.9-309 Security Interest Perfected Upon Attachment Certain security interests are perfected automatically upon attachment without any filing or other action. These include … 336.9-310 When Filing Required to Perfect Security Interest or Agricultural Lien; Security Interests and Agricultural Liens to Which Filing Provisions Do Not Apply As a general rule, a financing statement must be filed to perfect a security interest. Exceptions include interests … 336.9-311 Perfection of Security Interests in Property Subject to Certain Statutes, Regulations, and Treaties A security interest in property subject to a certificate-of-title statute (like motor vehicles) is perfected by notation … 336.9-312 Perfection of Security Interests in Chattel Paper, Controllable Accounts, Controllable Electronic Records, Controllable Payment Intangibles, Deposit Accounts, Documents, Goods Covered by Documents, Instruments, Investment Property, Letter of Credit Rights, and Money; Perfection by Permissive Filing; Temporary Perfection Without Filing or Transfer of Possession Security interests in deposit accounts, electronic chattel paper, investment property, and letter-of-credit rights can … 336.9-313 When Possession by or Delivery to Secured Party Perfects Security Interest Without Filing A security interest in tangible collateral can be perfected by the secured party taking possession of it. Possession by … 336.9-314 Perfection by Control A security interest in certain financial and electronic collateral can be perfected by the secured party having control … 336.9-315 Secured Party's Rights on Disposition of Collateral and in Proceeds A security interest continues in collateral even after it is sold or otherwise disposed of, unless the secured party … 336.9-316 Effect of Change in Governing Law If a debtor moves to another state, a security interest perfected in the old state remains perfected for four months (or … 336.9-317 Interests That Take Priority Over or Take Free of Security Interest or Agricultural Lien An unperfected security interest loses to a lien creditor, a buyer who gives value without knowledge of the security … 336.9-318 No Interest Retained in Right to Payment That is Sold; Rights and Title of Seller of Account or Chattel Paper With Respect to Creditors and Purchasers A seller of an account, chattel paper, payment intangible, or promissory note keeps no legal or equitable interest in … 336.9-319 Rights and Title of Consignee With Respect to Creditors and Purchasers When goods are delivered to a consignee, the consignee is treated, for purposes of its creditors and of purchasers for … 336.9-320 Buyer of Goods A buyer in the ordinary course of business takes free of a security interest created by the seller, even if the buyer … 336.9-321 Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business A licensee in the ordinary course of business takes its rights under a nonexclusive license free of a security interest … 336.9-322 Priorities Among Conflicting Security Interests in and Agricultural Liens on Same Collateral Priority among competing perfected security interests is generally determined by the order of filing or perfection -- … 336.9-323 Future Advances A security interest can secure future advances (additional loans made later under an existing security agreement), and … 336.9-324 Priority of Purchase-money Security Interests A purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security … 336.9-325 Priority of Security Interests in Transferred Collateral If a debtor transfers collateral to another person who also becomes a debtor, the original secured party has priority … 336.9-326 Priority of Security Interests Created by New Debtor When a new debtor becomes bound by an existing debtor's security agreement, a security interest the new debtor creates … 336.9-327 Priority of Security Interests in Deposit Account A security interest in a deposit account perfected by control has priority over one not perfected by control. The bank … 336.9-328 Priority of Security Interests in Investment Property A security interest in investment property perfected by control has priority over one perfected by filing. A securities … 336.9-329 Priority of Security Interests in Letter of Credit Right A security interest in letter-of-credit rights perfected by control has priority over one not perfected by control. 336.9-330 Priority of Purchaser of Chattel Paper or Instrument A purchaser of chattel paper who gives new value and takes possession or control in the ordinary course of business has … 336.9-331 Priority of Rights of Purchasers of Controllable Accounts, Controllable Electronic Records, Controllable Payment Intangibles, Documents, Instruments, and Securities Under Other Articles; Priority of Interests in Financial Assets and Security Entitlements and Protection Against Assertion of Claim Under Articles 8 and 12 Article 9 does not limit the rights of a holder in due course of a negotiable instrument, a holder to whom a negotiable … 336.9-332 Transfer of Money; Transfer of Funds From Deposit Account A transferee of tangible money takes it free of a security interest if they receive possession without colluding with … 336.9-333 Priority of Certain Liens Arising by Operation of Law A possessory lien (like a mechanic's lien or an artisan's lien) has priority over a security interest in the same goods … 336.9-334 Priority of Security Interests in Fixtures and Crops This section sets priority rules between a security interest in fixtures (goods attached to real property) and the … 336.9-335 Accessions A security interest in goods that become accessions (attached to other goods) continues in the accession and has … 336.9-336 Commingled Goods A security interest does not exist in commingled goods as such (goods mixed with other goods so their identity is lost … 336.9-337 Priority of Security Interests in Goods Covered by Certificate of Title This section governs priority when Minnesota issues a certificate of title for goods that does not show an existing … 336.9-338 Priority of Security Interest or Agricultural Lien Perfected by Filed Financing Statement Providing Certain Incorrect Information This section applies when a security interest or agricultural lien is perfected by a financing statement that contained … 336.9-339 Priority Subject to Subordination Secured parties can agree among themselves on the priority of their competing security interests. Such subordination … 336.9-340 Effectiveness of Right of Recoupment or Setoff Against Deposit Account A bank that maintains a deposit account may generally exercise its right of recoupment or setoff against a secured party … 336.9-341 Bank's Rights and Duties With Respect to Deposit Account Unless the bank agrees otherwise in a signed record, and except as provided in section 336.9-340(c), a bank's rights and … 336.9-342 Bank's Right to Refuse to Enter Into or Disclose Existence of Control Agreement This section confirms that a bank is never required to enter into a control agreement of the kind described in section … 336.9-401 Alienability of Debtor's Rights This section addresses whether a debtor can transfer its rights in collateral. As a general rule, and except for … 336.9-402 Secured Party Not Obligated on Contract of Debtor or in Tort The existence of a security interest in goods does not make the secured party responsible for the debtor's acts or … 336.9-403 Agreement Not to Assert Defenses Against Assignee This section governs agreements in which an account debtor (the person who owes money on an account or contract) … 336.9-404 Rights Acquired by Assignee; Claims and Defenses Against Assignee An account debtor can assert against an assignee any defense or claim it could assert against the original creditor, if … 336.9-405 Modification of Assigned Contract This section governs when a change to an assigned contract still binds the new owner of the payment rights (the … 336.9-406 Discharge of Account Debtor; Notification of Assignment; Identification and Proof of Assignment; Restrictions on Assignment of Accounts, Chattel Paper, Payment Intangibles, and Promissory Notes Ineffective After notification of an assignment of an account, the account debtor may pay only the assignee. A contract term … 336.9-407 Restrictions on Creation or Enforcement of Security Interest in Leasehold Interest or in Lessor's Residual Interest A contract term prohibiting assignment of a lease or restricting the lessor's rights does not prevent a security … 336.9-408 Restrictions on Assignment of Promissory Notes, Health-care-insurance Receivables, and Certain General Intangibles Ineffective A term in a promissory note, health-care receivable, or general intangible that restricts assignment is generally not … 336.9-409 Restrictions on Assignment of Letter of Credit Rights Ineffective A term in a letter-of-credit right that restricts assignment is generally not enforceable to prevent creation of a … 336.9-410 This section has been repealed or relocated. 336.9-411 This section has been repealed or relocated. 336.9-412 This section has been repealed or relocated. 336.9-413 This section has been repealed or relocated. 336.9-501 Filing Office A financing statement is filed in the office of the secretary of state. For fixtures and as-extracted collateral, a … 336.9-502 Contents of Financing Statement; Record of Mortgage as Financing Statement; Time of Filing Financing Statement A financing statement must include the debtor's name, the secured party's name, and a description of the collateral. A … 336.9-503 Name of Debtor and Secured Party This section sets the rules for stating the debtor's name correctly on a financing statement. For a registered … 336.9-504 Indication of Collateral A description of collateral in a financing statement is sufficient if it reasonably identifies the collateral. A … 336.9-505 Filing and Compliance With Other Statutes and Treaties for Consignments, Leases, Other Bailments, and Other Transactions This section lets a consignor, lessor, bailor, licensor, owner, or buyer of payment intangibles or promissory notes file … 336.9-506 Effect of Errors or Omissions A financing statement with minor errors is still effective unless the errors make it seriously misleading. An incorrect … 336.9-507 Effect of Certain Events on Effectiveness of Financing Statement A filed financing statement stays effective on collateral that is sold, exchanged, leased, licensed, or otherwise … 336.9-508 Effectiveness of Financing Statement if New Debtor Becomes Bound by Security Agreement When a new debtor (such as a successor or assuming entity) becomes bound by an existing security agreement, a financing … 336.9-509 Persons Entitled to File a Record A person may file an initial financing statement, or an amendment that adds collateral or adds a debtor, only if the … 336.9-510 Effectiveness of Filed Record A filed UCC record is effective only to the extent it was filed by someone authorized to file it under section 336.9-509 … 336.9-511 Secured Party of Record A secured party of record is the person named as secured party in the financing statement (or their assignee). Only the … 336.9-512 Amendment of Financing Statement An amendment that adds collateral or adds a debtor must be authorized by the debtor. An amendment filed by a person that … 336.9-513 Termination Statement For consumer goods, once there is no remaining secured obligation or commitment to give value (or the debtor never … 336.9-5135 Termination of Wrongfully Filed Financing Statement; Reinstatement A person named as the debtor in a financing statement they believe was filed without authorization, to harass or defraud … 336.9-514 Assignment of Powers of Secured Party of Record An assignment of a security interest can be reflected by filing an amendment to the financing statement naming the … 336.9-515 Duration and Effectiveness of Financing Statement; Effect of Lapsed Financing Statement A financing statement is effective for five years from the date of filing. It can be continued for another five years by … 336.9-516 What Constitutes Filing; Effectiveness of Filing The filing office must refuse to accept a financing statement that lacks required information, does not include the … 336.9-517 Effect of Indexing Errors A mistake by the filing office in indexing a record does not affect whether the filed record is legally effective. In … 336.9-518 Claim Concerning Inaccurate or Wrongfully Filed Record A person who believes a financing statement is inaccurate can file an information statement to correct the record. The … 336.9-519 Numbering, Maintaining, and Indexing Records; Communicating Information Provided in Records The filing office must assign each filed record a unique file number, record the date and time of filing, keep the … 336.9-520 Acceptance and Refusal to Accept Record A filing office must refuse a UCC record for any of the reasons listed in section 336.9-516(b), and may refuse a record … 336.9-521 Uniform Form of Written Financing Statement and Amendment A filing office that accepts written records cannot refuse a written initial financing statement or a written amendment … 336.9-522 Maintenance and Destruction of Records The filing office must keep the information from a filed financing statement for at least one year after its … 336.9-523 Information From Filing Office; Sale or License of Records When someone files a record, the filing office must send an acknowledgment showing the number assigned to the record and … 336.9-524 Delay by Filing Office This section excuses the filing office for missing a time limit set by this part when the delay is beyond its control. … 336.9-525 Fees The fee for filing and indexing a record under this part is $20, and $5 of that fee for each online filing goes into the … 336.9-526 Duty to Report The secretary of state must report annually, on or before January 1, to the Minnesota legislature on the operation of … 336.9-527 Satellite Offices Authorized The secretary of state may set up satellite offices through written agreements with public officials within Minnesota to … 336.9-528 Filing; Assignment of Filing Information at Satellite Offices Satellite offices must accept Uniform Commercial Code documents and answer requests for information under sections … 336.9-529 Maintenance and Retrieval of Documents and Data The secretary of state must maintain all Uniform Commercial Code documents and the database that indexes them, no matter … 336.9-530 Satellite Offices; Uniformity of Services Assured All filing officers, whether the secretary of state or a satellite office, must carry out their duties under sections … 336.9-531 Electronic Access; Liability; Retention This section lets the secretary of state give private parties electronic access to the central filing system and other … 336.9-601 Rights After Default; Judicial Enforcement; Consignor or Buyer of Accounts, Chattel Paper, Payment Intangibles, or Promissory Notes After default, a secured party has the rights provided in the security agreement and in Part 6 of Article 9. Rights and … 336.9-602 Waiver and Variance of Rights and Duties The debtor cannot waive or vary certain protective provisions of Article 9 in advance, including the right to redeem … 336.9-603 Agreement on Standards Concerning Rights and Duties The parties can agree on standards for the secured party's duties, as long as the standards are not manifestly … 336.9-604 Procedure if Security Agreement Covers Real Property or Fixtures If collateral is both personal property and fixtures, the secured party can proceed under either real property law or … 336.9-605 Unknown Debtor or Secondary Obligor A secured party has no duty to a person that is a debtor or obligor if it reasonably believes the person is not such a … 336.9-606 Time of Default for Agricultural Lien This section sets when a default happens for an agricultural lien. A default occurs at the time the secured party … 336.9-607 Collection and Enforcement by Secured Party After default, the secured party can collect payments owed on accounts, chattel paper, and other receivables. The … 336.9-608 Application of Proceeds of Collection or Enforcement; Liability for Deficiency and Right to Surplus A secured party must apply the cash proceeds of collection in a commercially reasonable manner. After paying costs and … 336.9-609 Secured Party's Right to Take Possession After Default After default, the secured party may take possession of the collateral without judicial process if it can be done … 336.9-610 Disposition of Collateral After Default After default, the secured party may sell, lease, license, or otherwise dispose of collateral in a commercially … 336.9-611 Notification Before Disposition of Collateral Before disposing of collateral, the secured party must send a reasonable notification to the debtor, any secondary … 336.9-612 Timeliness of Notification Before Disposition of Collateral Whether a secured party sent a notification of disposition within a reasonable time is generally a question of fact. In … 336.9-613 Contents and Form of Notification Before Disposition of Collateral: General Outside a consumer goods transaction, a notification of disposition is sufficient if it describes the debtor and the … 336.9-614 Contents and Form of Notification Before Disposition of Collateral: Consumer Goods Transaction For consumer transactions, the notification must include additional information, such as how to calculate the amount the … 336.9-615 Application of Proceeds of Disposition; Liability for Deficiency and Right to Surplus Proceeds of a sale after default are applied first to the costs of sale, then to the secured debt, then to subordinate … 336.9-616 Explanation of Calculation of Surplus or Deficiency In a consumer goods transaction, the secured party must give the debtor or consumer obligor a written explanation of how … 336.9-617 Rights of Transferee of Collateral A transferee who purchases collateral at a properly conducted disposition takes free of the security interest and any … 336.9-618 Rights and Duties of Certain Secondary Obligors A secondary obligor (such as a guarantor) acquires the secured party's rights and takes on the secured party's duties … 336.9-619 Transfer of Record or Legal Title After a debtor defaults and the secured party exercises its remedies, the secured party can sign a transfer statement … 336.9-620 Acceptance of Collateral in Full or Partial Satisfaction of Obligation; Compulsory Disposition of Collateral A secured party may accept collateral in full or partial satisfaction of the debt (strict foreclosure). The debtor must … 336.9-621 Notification of Proposal to Accept Collateral This section lists who a secured party must notify when it wants to accept collateral in full or partial satisfaction of … 336.9-622 Effect of Acceptance of Collateral When the secured party accepts collateral in satisfaction of the debt, the obligation is discharged, all subordinate … 336.9-623 Right to Redeem Collateral A debtor, any secondary obligor, or another secured party or lienholder may redeem collateral by tendering full … 336.9-624 Waiver This section says when a debtor or secondary obligor can give up (waive) certain post-default protections, and in each … 336.9-625 Remedies for Secured Party's Failure to Comply With Article If a secured party fails to comply with Article 9's rules, the debtor can recover actual damages. In consumer … 336.9-626 Action in Which Deficiency or Surplus is in Issue In a non-consumer transaction, if the secured party fails to prove the disposition was commercially reasonable, the … 336.9-627 Determination of Whether Conduct Was Commercially Reasonable Whether a disposition of collateral was commercially reasonable is determined by looking at all the circumstances, … 336.9-628 Nonliability and Limitation on Liability of Secured Party; Liability of Secondary Obligor This section shields a secured party from liability under Article 9 in several situations. A secured party is generally … 336.9-701 Effective Date This section sets the effective date for Minnesota's revised Article 9. It provides that Laws 2000, chapter 399, takes … 336.9-702 Savings Clause Security interests that were valid under the old Article 9 remain valid under the revised version. 336.9-703 Security Interest Perfected Before Effective Date A security interest that was enforceable and would have had priority over a lien creditor before the Article 9 revision … 336.9-704 Security Interest Unperfected Before Effective Date A security interest that was enforceable but unperfected (and so would lose to a lien creditor) before the Article 9 … 336.9-705 Effectiveness of Action Taken Before Effective Date An action other than a filing that was taken before the Article 9 revision took effect, and that would have perfected a … 336.9-706 When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement This section addresses when and how an initial financing statement can be filed instead of a continuation statement … 336.9-707 Amendment of Pre-effective Date Financing Statement This section explains how to amend a financing statement that was filed before Laws 2000, chapter 399, took effect (a … 336.9-708 Persons Entitled to File Initial Financing Statement or Continuation Statement This section identifies who is allowed to file an initial financing statement or a continuation statement under this … 336.9-709 Priority This section sets the rules for deciding priority among conflicting claims to the same collateral during the transition … 336.9-801 Effective Date This section sets the effective date for a set of changes to article 9. It states that Laws 2011, chapter 31, takes … 336.9-802 Savings Clause This savings clause explains how the changes made by Laws 2011, chapter 31, apply to existing matters. Except as … 336.9-803 Security Interest Perfected Before Effective Date This section governs security interests that were already perfected just before the 2011 amendments to Minnesota's … 336.9-804 Security Interest Unperfected Before Effective Date This section covers a security interest that was unperfected just before the 2011 amendments to Minnesota's secured … 336.9-805 Effectiveness of Action Taken Before Effective Date This section addresses financing statements and other actions taken before the 2011 amendments to Minnesota's secured … 336.9-806 When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement This section explains when filing a new initial financing statement can stand in for a continuation statement to keep an … 336.9-807 Amendment of Pre-effective Date Financing Statement This section explains how to amend a financing statement that was filed before the 2011 amendments to Minnesota's … 336.9-808 Person Entitled to File Initial Financing Statement or Continuation Statement This section identifies who may file an initial financing statement or a continuation statement under this part of the … 336.9-809 Priority This section sets the rule for which law governs priority among conflicting claims to the same collateral. Laws 2011, …