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Minnesota Legislature

Office of the Revisor of Statutes

CHAPTER 336. Uniform commercial code

Table of Sections
Section Headnote

Article 1

GENERAL PROVISIONS

Part 1

GENERAL PROVISIONS

336.1-101 Short titles.
336.1-102 Scope of article.
336.1-103 Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law.
336.1-104 Construction against implied repeal.
336.1-105 Severability.
336.1-106 Use of singular and plural; gender.
336.1-107 Section captions.
336.1-108 Relation to electronic signatures in Global and National Commerce Act.
336.1-109 [Repealed, 2004 c 162 art 1 s 26]
336.1-110 Uniform Commercial Code account.

Part 2

GENERAL DEFINITIONS AND PRINCIPLES

OF INTERPRETATION

336.1-201 General definitions.
336.1-202 Notice; knowledge.
336.1-203 Lease distinguished from security interest.
336.1-204 Value.
336.1-205 Reasonable time; seasonableness.
336.1-206 Presumptions.
336.1-207 [Repealed, 2004 c 162 art 1 s 26]
336.1-208 [Repealed, 2004 c 162 art 1 s 26]
336.1-209 [Repealed, 2004 c 162 art 1 s 26]

Part 3

TERRITORIAL APPLICABILITY AND GENERAL RULES

336.1-301 Territorial applicability; parties' power to choose applicable law.
336.1-302 Variation by agreement.
336.1-303 Course of performance, course of dealing, and usage of trade.
336.1-304 Obligation of good faith.
336.1-305 Remedies to be liberally administered.
336.1-306 Waiver or renunciation of claim or right after breach.
336.1-307 Prima facie evidence by third-party documents.
336.1-308 Performance or acceptance under reservation of rights.
336.1-309 Option to accelerate at will.
336.1-310 Subordinated obligations.

Article 2

SALES

Part 1

SHORT TITLE, GENERAL CONSTRUCTION

AND SUBJECT MATTER

336.2-101 Short title.
336.2-102 Scope; certain security and other transactions excluded from this article.
336.2-103 Definitions and index of definitions.
336.2-104 Definitions: "merchant"; "between merchants"; "financing agency".
336.2-105 Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit".
336.2-106 Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming to contract"; "termination"; "cancellation."
336.2-107 Goods to be severed from realty; recording.

Part 2

FORM, FORMATION AND READJUSTMENT

OF CONTRACT

336.2-201 Formal requirements; statute of frauds.
336.2-202 Final written expression; parol or extrinsic evidence.
336.2-203 Seals inoperative.
336.2-204 Formation in general.
336.2-205 Firm offers.
336.2-206 Offer and acceptance in formation of contract.
336.2-207 Additional terms in acceptance or confirmation.
336.2-208 [Repealed, 2004 c 162 art 2 s 17]
336.2-209 Modification, rescission and waiver.
336.2-210 Delegation of performance; assignment of rights.

Part 3

GENERAL OBLIGATION AND

CONSTRUCTION OF CONTRACT

336.2-301 General obligations of parties.
336.2-302 Unconscionable contract or clause.
336.2-303 Allocation or division of risks.
336.2-304 Price payable in money, goods, realty, or otherwise.
336.2-305 Open price term.
336.2-306 Output, requirements and exclusive dealings.
336.2-307 Delivery in single lot or several lots.
336.2-308 Absence of specified place for delivery.
336.2-309 Absence of specific time provisions; notice of termination.
336.2-310 Open time for payment or running of credit; authority to ship under reservation.
336.2-311 Options and cooperation respecting performance.
336.2-312 Warranty of title and against infringement; buyer's obligation against infringement.
336.2-313 Express warranties by affirmation, promise, description, sample.
336.2-314 Implied warranty; merchantability; usage of trade.
336.2-315 Implied warranty; fitness for particular purpose.
336.2-316 Exclusion or modification of warranties.
336.2-317 Cumulation and conflict of warranties express or implied.
336.2-318 Third party beneficiaries of warranties express or implied.
336.2-319 F.O.B. and F.A.S. terms.
336.2-320 C.I.F. and C.& F. terms.
336.2-321 C.I.F. or C.& F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival.
336.2-322 Delivery "ex-ship".
336.2-323 Form of bill of lading required in overseas shipment; "overseas".
336.2-324 "No arrival, no sale" term.
336.2-325 "Letter of credit" term; "confirmed credit".
336.2-326 Sale on approval and sale or return; rights of creditors.
336.2-327 Special incidents of sale on approval and sale or return.
336.2-328 Sale by auction.

Part 4

TITLE, CREDITORS AND GOOD

FAITH PURCHASERS

336.2-401 Passing of title; reservation for security; limited application of this section.
336.2-402 Rights of seller's creditors against sold goods.
336.2-403 Power to transfer; good faith purchase of goods; "entrusting".

Part 5

PERFORMANCE

336.2-501 Insurable interest in goods; manner of identification of goods.
336.2-502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
336.2-503 Manner of seller's tender of delivery.
336.2-504 Shipment by seller.
336.2-505 Seller's shipment under reservation.
336.2-506 Rights of financing agency.
336.2-507 Effect of seller's tender; delivery on condition.
336.2-508 Cure by seller of improper tender or delivery; replacement.
336.2-509 Risk of loss in the absence of breach.
336.2-510 Effect of breach on risk of loss.
336.2-511 Tender of payment by buyer; payment by check.
336.2-512 Payment by buyer before inspection.
336.2-513 Buyer's right to inspection of goods.
336.2-514 When documents deliverable on acceptance; when on payment.
336.2-515 Preserving evidence of goods in dispute.

Part 6

BREACH, REPUDIATION AND EXCUSE

336.2-601 Buyer's rights on improper delivery.
336.2-602 Manner and effect of rightful rejection.
336.2-603 Merchant buyer's duties as to rightfully rejected goods.
336.2-604 Buyer's options as to salvage of rightfully rejected goods.
336.2-605 Waiver of buyer's objections by failure to particularize.
336.2-606 What constitutes acceptance of goods.
336.2-607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
336.2-608 Revocation of acceptance in whole or in part.
336.2-609 Right to adequate assurance of performance.
336.2-610 Anticipatory repudiation.
336.2-611 Retraction of anticipatory repudiation.
336.2-612 "Installment contract"; breach.
336.2-613 Casualty to identified goods.
336.2-614 Substituted performance.
336.2-615 Excuse by failure of presupposed conditions.
336.2-616 Procedure on notice claiming excuse.

Part 7

REMEDIES

336.2-701 Remedies for breach of collateral contracts not impaired.
336.2-702 Seller's remedies on discovery of buyer's insolvency.
336.2-703 Seller's remedies in general.
336.2-704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
336.2-705 Seller's stoppage of delivery in transit or otherwise.
336.2-706 Seller's resale including contract for resale.
336.2-707 "Person in the position of a seller".
336.2-708 Seller's damages for nonacceptance or repudiation.
336.2-709 Action for the price.
336.2-710 Seller's incidental damages.
336.2-711 Buyer's remedies in general; buyer's security interest in rejected goods.
336.2-712 "Cover"; buyer's procurement of substitute goods.
336.2-713 Buyer's damages for nondelivery or repudiation.
336.2-714 Buyer's damages for breach in regard to accepted goods.
336.2-715 Buyer's incidental and consequential damages.
336.2-716 Buyer's right to specific performance or replevin.
336.2-717 Deduction of damages from the price.
336.2-718 Liquidation or limitation of damages; deposits.
336.2-719 Contractual modification or limitation of remedy.
336.2-720 Effect of "cancellation" or "rescission" on claims for antecedent breach.
336.2-721 Remedies for fraud.
336.2-722 Who can sue third parties for injury to goods.
336.2-723 Proof of market price; time and place.
336.2-724 Admissibility of market quotations.
336.2-725 Statute of limitations in contracts for sale.

ARTICLE 2A - LEASES

PART 1. GENERAL PROVISIONS

336.2A-101 Short title.
336.2A-102 Scope.
336.2A-103 Definitions and index of definitions.
336.2A-104 Leases subject to other statutes.
336.2A-105 Territorial application of article to goods covered by certificate of title.
336.2A-106 Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
336.2A-107 Waiver or renunciation of claim or right after default.
336.2A-108 Unconscionability.
336.2A-109 Option to accelerate at will.

PART 2. FORMATION AND CONSTRUCTION OF LEASE CONTRACT

336.2A-201 Statute of frauds.
336.2A-202 Final written expression; parol or extrinsic evidence.
336.2A-203 Seals inoperative.
336.2A-204 Formation in general.
336.2A-205 Firm offers.
336.2A-206 Offer and acceptance in formation of lease contract.
336.2A-207 [Repealed, 2004 c 162 art 2 s 17]
336.2A-208 Modification, rescission and waiver.
336.2A-209 Lessee under finance lease as beneficiary of supply contract.
336.2A-210 Express warranties.
336.2A-211 Warranties against interference and against infringement; lessee's obligation against infringement.
336.2A-212 Implied warranty of merchantability.
336.2A-213 Implied warranty of fitness for particular purpose.
336.2A-214 Exclusion or modification of warranties.
336.2A-215 Cumulation and conflict of warranties express or implied.
336.2A-216 Third-party beneficiaries of express and implied warranties.
336.2A-217 Identification.
336.2A-218 Insurance and proceeds.
336.2A-219 Risk of loss.
336.2A-220 Effect of default on risk of loss.
336.2A-221 Casualty to identified goods.

PART 3. EFFECT OF LEASE CONTRACT

336.2A-301 Enforceability of lease contract.
336.2A-302 Title to and possession of goods.
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.
336.2A-304 Subsequent lease of goods by lessor.
336.2A-305 Sale or sublease of goods by lessee.
336.2A-306 Priority of certain liens arising by operation of law.
336.2A-307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
336.2A-308 Special rights of creditors.
336.2A-309 Lessor's and lessee's rights when goods become fixtures.
336.2A-310 Lessor's and lessee's rights when goods become accessions.
336.2A-311 Priority subject to subordination.

PART 4. PERFORMANCE OF LEASED CONTRACT:

REPUDIATED, SUBSTITUTED, AND EXCUSED

336.2A-401 Insecurity; adequate assurance of performance.
336.2A-402 Anticipatory repudiation.
336.2A-403 Retraction of anticipatory repudiation.
336.2A-404 Substituted performance.
336.2A-405 Excused performance.
336.2A-406 Procedure on excused performance.
336.2A-407 Irrevocable promises; finance leases.

PART 5. DEFAULT

A. IN GENERAL

336.2A-501 Default; procedure.
336.2A-502 Notice after default.
336.2A-503 Modification or impairment of rights and remedies.
336.2A-504 Liquidation of damages.
336.2A-505 Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.
336.2A-506 Statute of limitations.
336.2A-507 Proof of market rent; time and place.

B. DEFAULT BY LESSOR

336.2A-508 Lessee's remedies.
336.2A-509 Lessee's rights on improper delivery; rightful rejection.
336.2A-510 Installment lease contracts; rejection and default.
336.2A-511 Merchant lessee's duties as to rightfully rejected goods.
336.2A-512 Lessee's duties as to rightfully rejected goods.
336.2A-513 Cure by lessor of improper tender or delivery; replacement.
336.2A-514 Waiver of lessee's objections.
336.2A-515 Acceptance of goods.
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.
336.2A-517 Revocation of acceptance of goods.
336.2A-518 Cover; substitute goods.
336.2A-519 Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods.
336.2A-520 Lessee's incidental and consequential damages.
336.2A-521 Lessee's right to specific performance or replevin.
336.2A-522 Lessee's right to goods on lessor's insolvency.

C. DEFAULT BY LESSEE

336.2A-523 Lessor's remedies.
336.2A-524 Lessor's right to identify goods to lease contract.
336.2A-525 Lessor's right to possession of goods.
336.2A-526 Lessor's stoppage of delivery in transit or otherwise.
336.2A-527 Lessor's rights to dispose of goods.
336.2A-528 Lessor's damages for nonacceptance, failure to pay, repudiation, or other default.
336.2A-529 Lessor's action for the rent.
336.2A-530 Lessor's incidental damages.
336.2A-531 Standing to sue third parties for injury to goods.

Article 3

NEGOTIABLE INSTRUMENTS

Part 1

GENERAL PROVISIONS AND DEFINITIONS

336.3-101 Short title.
336.3-102 Subject matter.
336.3-103 Definitions.
336.3-104 Negotiable instrument.
336.3-105 Issue of instrument.
336.3-106 Unconditional promise or order.
336.3-107 Instrument payable in foreign money.
336.3-108 Payable on demand or at definite time.
336.3-109 Payable to bearer or to order.
336.3-110 Identification of person to whom instrument is payable.
336.3-111 Place of payment.
336.3-112 Interest.
336.3-113 Date of instrument.
336.3-114 Contradictory terms of instrument.
336.3-115 Incomplete instrument.
336.3-116 Joint and several liability; contribution.
336.3-117 Other agreements affecting instrument.
336.3-118 Statute of limitations.
336.3-119 Notice of right to defend action.
336.3-120 [Repealed, 1992 c 565 s 114]
336.3-121 [Repealed, 1992 c 565 s 114]
336.3-122 [Repealed, 1992 c 565 s 114]

Part 2

NEGOTIATION, TRANSFER, AND ENDORSEMENT

336.3-201 Negotiation.
336.3-202 Negotiation subject to rescission.
336.3-203 Transfer of instrument; rights acquired by transfer.
336.3-204 Endorsement.
336.3-205 Special endorsement; blank endorsement; anomalous endorsement.
336.3-206 Restrictive endorsement.
336.3-207 Reacquisition.
336.3-208 [Repealed, 1992 c 565 s 114]

Part 3

ENFORCEMENT OF INSTRUMENTS

336.3-301 Person entitled to enforce instrument.
336.3-302 Holder in due course.
336.3-303 Value and consideration.
336.3-304 Overdue instrument.
336.3-305 Defenses and claims in recoupment.
336.3-306 Claims to an instrument.
336.3-307 Notice of breach of fiduciary duty.
336.3-308 Proof of signatures and status as holder in due course.
336.3-309 Enforcement of lost, destroyed, or stolen instrument.
336.3-310 Effect of instrument on obligation for which taken.
336.3-311 Accord and satisfaction by use of instrument.
336.3-312 Lost, destroyed, or stolen cashier's check, teller's check, or certified check.

Part 4

LIABILITY OF PARTIES

336.3-401 Signature.
336.3-402 Signature by representative.
336.3-403 Unauthorized signature.
336.3-404 Impostors; fictitious payees.
336.3-405 Employer's responsibility for fraudulent endorsement by employee.
336.3-406 Negligence contributing to forged signature or alteration of instrument.
336.3-407 Alteration.
336.3-408 Drawee not liable on unaccepted draft.
336.3-409 Acceptance of draft; certified check.
336.3-410 Acceptance varying draft.
336.3-411 Refusal to pay cashier's checks, teller's checks, and certified checks.
336.3-412 Obligation of issuer of note or cashier's check.
336.3-413 Obligation of acceptor.
336.3-414 Obligation of drawer.
336.3-415 Obligation of endorser.
336.3-416 Transfer warranties.
336.3-417 Presentment warranties.
336.3-418 Payment or acceptance by mistake.
336.3-419 Instruments signed for accommodation.
336.3-420 Conversion of instrument.

Part 5

DISHONOR

336.3-501 Presentment.
336.3-502 Dishonor.
336.3-503 Notice of dishonor.
336.3-504 Excused presentment and notice of dishonor.
336.3-505 Evidence of dishonor.
336.3-506 [Repealed, 1992 c 565 s 114]
336.3-507 [Repealed, 1992 c 565 s 114]
336.3-508 [Repealed, 1992 c 565 s 114]
336.3-509 [Repealed, 1992 c 565 s 114]
336.3-510 [Repealed, 1992 c 565 s 114]
336.3-511 [Repealed, 1992 c 565 s 114]

Part 6

DISCHARGE AND PAYMENT

336.3-601 Discharge and effect of discharge.
336.3-602 Payment.
336.3-603 Tender of payment.
336.3-604 Discharge by cancellation or renunciation.
336.3-605 Discharge of secondary obligors.
336.3-606 [Repealed, 1992 c 565 s 114]

Part 7

ADVICE OF INTERNATIONAL

SIGHT DRAFT

336.3-701 [Repealed, 1992 c 565 s 114]

Part 8

MISCELLANEOUS

336.3-801 [Repealed, 1992 c 565 s 114]
336.3-802 [Repealed, 1992 c 565 s 114]
336.3-803 [Repealed, 1992 c 565 s 114]
336.3-804 [Repealed, 1992 c 565 s 114]
336.3-805 [Repealed, 1992 c 565 s 114]

Article 4

BANK DEPOSITS AND COLLECTIONS

Part 1

GENERAL PROVISIONS AND DEFINITIONS

336.4-101 Short title.
336.4-102 Applicability.
336.4-103 Variation by agreement; measure of damages; action constituting ordinary care.
336.4-104 Definitions and index of definitions.
336.4-105 "Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank".
336.4-106 Payable through or payable at bank; collecting bank.
336.4-107 Separate office of bank.
336.4-108 Time of receipt of items.
336.4-109 Delays.
336.4-110 Electronic presentment.
336.4-111 Statute of limitations.

Part 2

COLLECTION OF ITEMS: DEPOSITARY AND

COLLECTING BANKS

336.4-201 Status of collecting bank as agent and provisional status of credits; applicability of article; item endorsed "pay any bank".
336.4-202 Responsibility for collection or return; when action timely.
336.4-203 Effect of instructions.
336.4-204 Methods of sending and presenting; sending directly to payor bank.
336.4-205 Depositary bank holder of unendorsed item.
336.4-206 Transfer between banks.
336.4-207 Transfer warranties.
336.4-208 Presentment warranties.
336.4-209 Encoding and retention warranties.
336.4-210 Security interest of collecting bank in items, accompanying documents, and proceeds.
336.4-211 When bank gives value for purposes of holder in due course.
336.4-212 Presentment by notice of item not payable by, through, or at bank; liability of drawer or endorser.
336.4-213 Medium and time of settlement by bank.
336.4-214 Right of chargeback or refund; liability of collecting bank; return of item.
336.4-215 Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.
336.4-216 Insolvency and preference.

Part 3

COLLECTION OF ITEMS: PAYOR BANKS

336.4-301 Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.
336.4-302 Payor bank's responsibility for late return of item.
336.4-303 When items subject to notice, stop-payment order, legal process, or setoff; order in which items may be charged or certified.

Part 4

RELATIONSHIP BETWEEN PAYOR BANK

AND ITS CUSTOMER

336.4-401 When bank may charge customer's account.
336.4-402 Bank's liability to customer for wrongful dishonor; time of determining insufficiency of account.
336.4-403 Customer's right to stop payment; burden of proof of loss.
336.4-404 Bank not obliged to pay check more than six months old.
336.4-405 Death or incompetence of customer.
336.4-406 Customer's duty to discover and report unauthorized signature or alteration.
336.4-407 Payor bank's right to subrogation on improper payment.

Part 5

COLLECTION OF DOCUMENTARY DRAFTS

336.4-501 Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.
336.4-502 Presentment of "on arrival" drafts.
336.4-503 Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.
336.4-504 Privilege of presenting bank to deal with goods; security interest for expenses.

Article 4A

FUND TRANSFERS

Part 1

SUBJECT MATTER AND DEFINITIONS

336.4A-101 Short title.
336.4A-102 Subject matter.
336.4A-103 Payment order-definitions.
336.4A-104 Funds transfer-definitions.
336.4A-105 Other definitions.
336.4A-106 Time payment order is received.
336.4A-107 Federal reserve regulations and operating circulars.
336.4A-108 Exclusion of consumer transactions governed by federal law.

Part 2

ISSUANCE AND ACCEPTANCE

OF PAYMENT ORDER

336.4A-201 Security procedure.
336.4A-202 Authorized and verified payment orders.
336.4A-203 Unenforceability of certain verified payment orders.
336.4A-204 Refund of payment and duty of customer to report with respect to unauthorized payment order.
336.4A-205 Erroneous payment orders.
336.4A-206 Transmission of payment order through funds-transfer or other communication system.
336.4A-207 Misdescription of beneficiary.
336.4A-208 Misdescription of intermediary bank or beneficiary's bank.
336.4A-209 Acceptance of payment order.
336.4A-210 Rejection of payment order.
336.4A-211 Cancellation and amendment of payment order.
336.4A-212 Liability and duty of receiving bank regarding unaccepted payment order.

Part 3

EXECUTION OF SENDER'S PAYMENT

ORDER BY RECEIVING BANK

336.4A-301 Execution and execution date.
336.4A-302 Obligations of receiving bank in execution of payment order.
336.4A-303 Erroneous execution of payment order.
336.4A-304 Duty of sender to report erroneously executed payment order.
336.4A-305 Liability for late or improper execution or failure to execute payment order.

Part 4

PAYMENT

336.4A-401 Payment date.
336.4A-402 Obligation of sender to pay receiving bank.
336.4A-403 Payment by sender to receiving bank.
336.4A-404 Obligation of beneficiary's bank to pay and give notice to beneficiary.
336.4A-405 Payment by beneficiary's bank to beneficiary.
336.4A-406 Payment by originator to beneficiary; discharge of underlying obligation.

Part 5

MISCELLANEOUS PROVISIONS

336.4A-501 Variation by agreement and effect of funds-transfer system rule.
336.4A-502 Creditor process served on receiving bank; setoff by beneficiary's bank.
336.4A-503 Injunction or restraining order with respect to funds transfer.
336.4A-504 Order in which items and payment orders may be charged to account; order of withdrawals from account.
336.4A-505 Preclusion of objection to debit of customer's account.
336.4A-506 Rate of interest.
336.4A-507 Choice of law.

Article 5

LETTERS OF CREDIT

336.5-101 Short title.
336.5-102 Definitions.
336.5-103 Scope.
336.5-104 Formal requirements.
336.5-105 Consideration.
336.5-106 Issuance, amendment, cancellation, and duration.
336.5-107 Confirmer, nominated person, and adviser.
336.5-108 Issuer's rights and obligations.
336.5-109 Fraud and forgery.
336.5-110 Warranties.
336.5-111 Remedies.
336.5-112 Transfer of letter of credit.
336.5-113 Transfer by operation of law.
336.5-114 Assignment of proceeds.
336.5-115 Statute of limitations.
336.5-116 Choice of law and forum.
336.5-117 Subrogation of issuer, applicant, and nominated person.
336.5-118 Security interest of issuer or nominated person.

Article 6

BULK TRANSFERS

336.6-101 [Repealed, 1991 c 171 art 2 s 4]
336.6-102 [Repealed, 1991 c 171 art 2 s 4]
336.6-103 [Repealed, 1991 c 171 art 2 s 4]
336.6-104 [Repealed, 1991 c 171 art 2 s 4]
336.6-105 [Repealed, 1991 c 171 art 2 s 4]
336.6-106 [Repealed, 1991 c 171 art 2 s 4]
336.6-107 [Repealed, 1991 c 171 art 2 s 4]
336.6-108 [Repealed, 1991 c 171 art 2 s 4]
336.6-109 [Repealed, 1991 c 171 art 2 s 4]
336.6-110 [Repealed, 1991 c 171 art 2 s 4]
336.6-111 [Repealed, 1991 c 171 art 2 s 4]

Article 7

DOCUMENTS OF TITLE

Part 1

GENERAL

336.7-101 Short title.
336.7-102 Definitions and index of definitions.
336.7-103 Relation of article to treaty or statute.
336.7-104 Negotiable and nonnegotiable document of title.
336.7-105 Reissuance in alternative medium.
336.7-106 Control of electronic document of title.

Part 2

WAREHOUSE RECEIPTS: SPECIAL PROVISIONS

336.7-201 Person that may issue a warehouse receipt; storage under bond.
336.7-202 Form of warehouse receipt; effect of omission.
336.7-203 Liability for nonreceipt or misdescription.
336.7-204 Duty of care; contractual limitation of warehouse's liability.
336.7-205 Title under warehouse receipt defeated in certain cases.
336.7-206 Termination of storage at warehouse's option.
336.7-207 Goods must be kept separate; fungible goods.
336.7-208 Altered warehouse receipts.
336.7-209 Lien of warehouse.
336.7-210 Enforcement of warehouse's lien.

Part 3

BILLS OF LADING: SPECIAL PROVISIONS

336.7-301 Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load, and count"; improper handling.
336.7-302 Through bills of lading and similar documents of title.
336.7-303 Diversion; reconsignment; change of instructions.
336.7-304 Tangible bills of lading in a set.
336.7-305 Destination bills.
336.7-306 Altered bills of lading.
336.7-307 Lien of carrier.
336.7-308 Enforcement of carrier's lien.
336.7-309 Duty of care; contractual limitation of carrier's liability.

Part 4

WAREHOUSE RECEIPTS AND BILLS OF LADING:

GENERAL OBLIGATIONS

336.7-401 Irregularities in issue of receipt or bill or conduct of issuer.
336.7-402 Duplicate document of title; overissue.
336.7-403 Obligation of bailee to deliver; excuse.
336.7-404 No liability for good-faith delivery pursuant to document of title.

Part 5

WAREHOUSE RECEIPTS AND BILLS OF LADING:

NEGOTIATION AND TRANSFER

336.7-501 Form of negotiation and requirements of due negotiation.
336.7-502 Rights acquired by due negotiation.
336.7-503 Document of title to goods defeated in certain cases.
336.7-504 Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.
336.7-505 Indorser not guarantor for other parties.
336.7-506 Delivery without indorsement: right to compel indorsement.
336.7-507 Warranties on negotiation or delivery of document of title.
336.7-508 Warranties of collecting bank as to documents of title.
336.7-509 Adequate compliance with commercial contract.

Part 6

WAREHOUSE RECEIPTS AND BILLS OF LADING:

MISCELLANEOUS PROVISIONS

336.7-601 Lost, stolen, or destroyed documents of title.
336.7-602 Judicial process against goods covered by negotiable document of title.
336.7-603 Conflicting claims; interpleader.

Part 7

MISCELLANEOUS PROVISIONS

336.7-703 Applicability.
336.7-704 Savings clause.

Revised Article 8

INVESTMENT SECURITIES

Part 1

SHORT TITLE AND GENERAL MATTERS

336.8-101 Short title.
336.8-102 Definitions.
336.8-103 Rules for determining whether certain obligations and interests are securities or financial assets.
336.8-104 Acquisition of security or financial asset or interest therein.
336.8-105 Notice of adverse claim.
336.8-106 Control.
336.8-107 Whether endorsement, instruction, or entitlement order is effective.
336.8-108 Warranties in direct holding.
336.8-109 Warranties in indirect holding.
336.8-110 Applicability; choice of law.
336.8-111 Clearing corporation rules.
336.8-112 Creditor's legal process.
336.8-113 Statute of frauds inapplicable.
336.8-114 Evidentiary rules concerning certificated securities.
336.8-115 Securities intermediary and others not liable to adverse claimant.
336.8-116 Securities intermediary as purchaser for value.

Part 2

ISSUE - ISSUER

336.8-201 Issuer.
336.8-202 Issuer's responsibility and defenses; notice of defect or defense.
336.8-203 Staleness as notice of defect or defense.
336.8-204 Effect of issuer's restriction on transfer.
336.8-205 Effect of unauthorized signature on security certificate.
336.8-206 Completion or alteration of security certificate.
336.8-207 Rights and duties of issuer with respect to registered owners.
336.8-208 Effect of signature of authenticating trustee, registrar, or transfer agent.
336.8-209 Issuer's lien.
336.8-210 Overissue.

Part 3

TRANSFER OF CERTIFICATED AND

UNCERTIFICATED SECURITIES

336.8-301 Delivery.
336.8-302 Rights of purchaser.
336.8-303 Protected purchaser.
336.8-304 Endorsement.
336.8-305 Instruction.
336.8-306 Effect of guaranteeing signature, endorsement, or instruction.
336.8-307 Purchaser's right to requisites for registration of transfer.
336.8-308 [Repealed, 1995 c 194 art 1 s 53]
336.8-309 [Repealed, 1995 c 194 art 1 s 53]
336.8-310 [Repealed, 1995 c 194 art 1 s 53]
336.8-311 [Repealed, 1995 c 194 art 1 s 53]
336.8-312 [Repealed, 1995 c 194 art 1 s 53]
336.8-313 [Repealed, 1995 c 194 art 1 s 53]
336.8-314 [Repealed, 1995 c 194 art 1 s 53]
336.8-315 [Repealed, 1995 c 194 art 1 s 53]
336.8-316 [Repealed, 1995 c 194 art 1 s 53]
336.8-317 [Repealed, 1995 c 194 art 1 s 53]
336.8-318 [Repealed, 1995 c 194 art 1 s 53]
336.8-319 [Repealed, 1995 c 194 art 1 s 53]
336.8-320 [Repealed, 1995 c 194 art 1 s 53]
336.8-321 [Repealed, 1995 c 194 art 1 s 53]

Part 4

REGISTRATION

336.8-401 Duty of issuer to register transfer.
336.8-402 Assurance that endorsement or instruction is effective.
336.8-403 Demand that issuer not register transfer.
336.8-404 Wrongful registration.
336.8-405 Replacement of lost, destroyed, or wrongfully taken security certificate.
336.8-406 Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
336.8-407 Authenticating trustee, transfer agent, and registrar.
336.8-408 [Repealed, 1995 c 194 art 1 s 53]

Part 5

SECURITY ENTITLEMENTS

336.8-501 Securities account; acquisition of security entitlement from securities intermediary.
336.8-502 Assertion of adverse claim against entitlement holder.
336.8-503 Property interest of entitlement holder in financial asset held by securities intermediary.
336.8-504 Duty of securities intermediary to maintain financial asset.
336.8-505 Duty of securities intermediary with respect to payments and distributions.
336.8-506 Duty of securities intermediary to exercise rights as directed by entitlement holder.
336.8-507 Duty of securities intermediary to comply with entitlement order.
336.8-508 Duty of securities intermediary to change entitlement holder's position to other form of security holding.
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.
336.8-510 Rights of purchaser of security entitlement from entitlement holder.
336.8-511 Priority among security interests and entitlement holders.

Part 6

TRANSITION PROVISIONS FOR REVISED ARTICLE 8

336.8-601 Effective date.
336.8-602 Repeals.
336.8-603 Savings clause.

Revised Article 9

SECURED TRANSACTIONS

Part 1

GENERAL PROVISIONS

SUBPART 1. SHORT TITLE, DEFINITIONS,

AND GENERAL CONCEPTS

336.9-101 Short title.
336.9-102 Definitions and index of definitions.
336.9-103 Purchase-money security interest; application of payments; burden of establishing.
336.9-104 Control of deposit account.
336.9-105 Control of electronic chattel paper.
336.9-106 Control of investment property.
336.9-107 Control of letter of credit right.
336.9-108 Sufficiency of description.

SUBPART 2. APPLICABILITY OF ARTICLE

336.9-109 Scope.
336.9-110 Security interests arising under article 2 or 2a.
336.9-111 [Repealed, 1991 c 171 art 2 s 4]
336.9-112 [Repealed, 2000 c 399 art 1 s 140]
336.9-113 [Repealed, 2000 c 399 art 1 s 140]
336.9-114 [Repealed, 2000 c 399 art 1 s 140]
336.9-115 [Repealed, 2000 c 399 art 1 s 140]
336.9-116 [Repealed, 2000 c 399 art 1 s 140]

Part 2

EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF

SECURITY INTEREST; RIGHTS OF PARTIES TO SECURITY

AGREEMENT

SUBPART 1. EFFECTIVENESS AND ATTACHMENT

336.9-201 General effectiveness of security agreement.
336.9-202 Title to collateral immaterial.
336.9-203 Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
336.9-204 After-acquired property; future advances.
336.9-205 Use or disposition of collateral permissible.
336.9-206 Security interest arising in purchase or delivery of financial asset.

SUBPART 2. RIGHTS AND DUTIES

336.9-207 Rights and duties of secured party having possession or control of collateral.
336.9-208 Additional duties of secured party having control of collateral.
336.9-209 Duties of secured party if account debtor has been notified of assignment.
336.9-210 Request for accounting; request regarding list of collateral or statement of account.

Part 3

PERFECTION AND PRIORITY

SUBPART 1. LAW GOVERNING PERFECTION AND PRIORITY

OF SECURITY INTERESTS

336.9-301 Law governing perfection and priority of security interests.
336.9-302 Law governing perfection and priority of agricultural liens.
336.9-303 Law governing perfection and priority of security interests in goods covered by a certificate of title.
336.9-304 Law governing perfection and priority of security interests in deposit accounts.
336.9-305 Law governing perfection and priority of security interests in investment property.
336.9-306 Law governing perfection and priority of security interests in letter of credit rights.
336.9-307 Location of debtor.

SUBPART 2. PERFECTION

336.9-308 When security interest or agricultural lien is perfected; continuity of perfection.
336.9-309 Security interest perfected upon attachment.
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.
336.9-311 Perfection of security interests in property subject to certain statutes, regulations, and treaties.
336.9-312 Perfection of security interests in chattel paper, 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.
336.9-313 When possession by or delivery to secured party perfects security interest without filing.
336.9-314 Perfection by control.
336.9-315 Secured party's rights on disposition of collateral and in proceeds.
336.9-316 Continued perfection of security interest following change in governing law.

SUBPART 3. PRIORITY

336.9-317 Interests that take priority over or take free of security interest or agricultural lien.
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.
336.9-319 Rights and title of consignee with respect to creditors and purchasers.
336.9-320 Buyer of goods.
336.9-321 Licensee of general intangible and lessee of goods in ordinary course of business.
336.9-322 Priorities among conflicting security interests in and agricultural liens on same collateral.
336.9-323 Future advances.
336.9-324 Priority of purchase-money security interests.
336.9-325 Priority of security interests in transferred collateral.
336.9-326 Priority of security interests created by new debtor.
336.9-327 Priority of security interests in deposit account.
336.9-328 Priority of security interests in investment property.
336.9-329 Priority of security interests in letter of credit right.
336.9-330 Priority of purchaser of chattel paper or instrument.
336.9-331 Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under article 8.
336.9-332 Transfer of money; transfer of funds from deposit account.
336.9-333 Priority of certain liens arising by operation of law.
336.9-334 Priority of security interests in fixtures and crops.
336.9-335 Accessions.
336.9-336 Commingled goods.
336.9-337 Priority of security interests in goods covered by certificate of title.
336.9-338 Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
336.9-339 Priority subject to subordination.

SUBPART 4. RIGHTS OF BANK

336.9-340 Effectiveness of right of recoupment or set-off against deposit account.
336.9-341 Bank's rights and duties with respect to deposit account.
336.9-342 Bank's right to refuse to enter into or disclose existence of control agreement.

Part 4

RIGHTS OF THIRD PARTIES

336.9-401 Alienability of debtor's rights.
336.9-402 Secured party not obligated on contract of debtor or in tort.
336.9-403 Agreement not to assert defenses against assignee.
336.9-404 Rights acquired by assignee; claims and defenses against assignee.
336.9-405 Modification of assigned contract.
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.
336.9-407 Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
336.9-408 Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.
336.9-409 Restrictions on assignment of letter of credit rights ineffective.
336.9-410 [MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-411 [MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-412 [MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-413 [MS 1998 Repealed, 2000 c 399 art 1 s 140]

Part 5

FILING

SUBPART 1. FILING OFFICE; CONTENTS AND EFFECTIVENESS

OF FINANCING STATEMENT

336.9-501 Filing office.
336.9-502 Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.
336.9-503 Name of debtor and secured party.
336.9-504 Indication of collateral.
336.9-505 Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
336.9-506 Effect of errors or omissions.
336.9-507 Effect of certain events on effectiveness of financing statement.
336.9-508 Effectiveness of financing statement if new debtor becomes bound by security agreement.
336.9-509 Persons entitled to file a record.
336.9-510 Effectiveness of filed record.
336.9-511 Secured party of record.
336.9-512 Amendment of financing statement.
336.9-513 Termination statement.
336.9-514 Assignment of powers of secured party of record.
336.9-515 Duration and effectiveness of financing statement; effect of lapsed financing statement.
336.9-516 What constitutes filing; effectiveness of filing.
336.9-517 Effect of indexing errors.
336.9-518 Claim concerning inaccurate or wrongfully filed record.

SUBPART 2. DUTIES AND OPERATION OF FILING OFFICE

336.9-519 Numbering, maintaining, and indexing records; communicating information provided in records.
336.9-520 Acceptance and refusal to accept record.
336.9-521 Uniform form of written financing statement and amendment.
336.9-522 Maintenance and destruction of records.
336.9-523 Information from filing office; sale or license of records.
336.9-524 Delay by filing office.
336.9-525 Fees.
336.9-526 Duty to report.
336.9-527 Satellite offices authorized.
336.9-528 Filing; assignment of filing information at satellite offices.
336.9-529 Maintenance and retrieval of documents and data.
336.9-530 Satellite offices; uniformity of services assured.
336.9-531 Electronic access; liability; retention.

Part 6

DEFAULT

SUBPART 1. DEFAULT AND ENFORCEMENT OF

SECURITY INTEREST

336.9-601 Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
336.9-602 Waiver and variance of rights and duties.
336.9-603 Agreement on standards concerning rights and duties.
336.9-604 Procedure if security agreement covers real property or fixtures.
336.9-605 Unknown debtor or secondary obligor.
336.9-606 Time of default for agricultural lien.
336.9-607 Collection and enforcement by secured party.
336.9-608 Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
336.9-609 Secured party's right to take possession after default.
336.9-610 Disposition of collateral after default.
336.9-611 Notification before disposition of collateral.
336.9-612 Timeliness of notification before disposition of collateral.
336.9-613 Contents and form of notification before disposition of collateral: general.
336.9-614 Contents and form of notification before disposition of collateral: consumer goods transaction.
336.9-615 Application of proceeds of disposition; liability for deficiency and right to surplus.
336.9-616 Explanation of calculation of surplus or deficiency.
336.9-617 Rights of transferee of collateral.
336.9-618 Rights and duties of certain secondary obligors.
336.9-619 Transfer of record or legal title.
336.9-620 Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.
336.9-621 Notification of proposal to accept collateral.
336.9-622 Effect of acceptance of collateral.
336.9-623 Right to redeem collateral.
336.9-624 Waiver.

SUBPART 2. NONCOMPLIANCE WITH ARTICLE

336.9-625 Remedies for secured party's failure to comply with article.
336.9-626 Action in which deficiency or surplus is in issue.
336.9-627 Determination of whether conduct was commercially reasonable.
336.9-628 Nonliability and limitation on liability of secured party; liability of secondary obligor.

Part 7

TRANSITION

336.9-701 Effective date.
336.9-702 Savings clause.
336.9-703 Security interest perfected before effective date.
336.9-704 Security interest unperfected before effective date.
336.9-705 Effectiveness of action taken before effective date.
336.9-706 When initial financing statement suffices to continue effectiveness of financing statement.
336.9-707 Amendment of pre-effective date financing statement.
336.9-708 Persons entitled to file initial financing statement or continuation statement.
336.9-709 Priority.

Article 10

EFFECTIVE DATE AND REPEALER

336.10-101 Expired
336.10-102 Laws repealed; provision for transition.
336.10-103 General repealer.
336.10-104 [Repealed, 2004 c 162 art 4 s 43]
336.10-105 Effective date.

Article 11

EFFECTIVE DATE

336.11-101 [Repealed, 2001 c 195 art 2 s 39]
336.11-102 [Repealed, 2001 c 195 art 2 s 39]
336.11-103 [Repealed, 2001 c 195 art 2 s 39]
336.11-104 [Repealed, 2001 c 195 art 2 s 39]
336.11-105 [Repealed, 2001 c 195 art 2 s 39]
336.11-106 [Repealed, 2001 c 195 art 2 s 39]
336.11-107 [Repealed, 2001 c 195 art 2 s 39]
336.11-108 [Repealed, 2001 c 195 art 2 s 39]