10/16/2025 11:131037:C8702A0A-087C-4414-9A53-46ED5CC6493E108554UNIFORM COMMERCIAL CODE1GENERAL PROVISIONS1GENERAL PROVISIONS554.1101Short titles.1This chapter may be cited as the Uniform Commercial Code.2This Article may be cited as Uniform Commercial Code — General Provisions.[C66, 71, 73, 75, 77, 79, 81, §554.1101]2007 Acts, ch 41, §1554.1102Scope of Article.This Article applies to a transaction to the extent that it is governed by another Article of this chapter.2007 Acts, ch 41, §2, 57554.1103Construction of this chapter to promote its purposes and policies — applicability of supplemental principles of law.1This chapter must be liberally construed and applied to promote its underlying purposes and policies, which are:ato simplify, clarify, and modernize the law governing commercial transactions;bto permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; andcto make uniform the law among the various jurisdictions.2Unless displaced by the particular provisions of this chapter, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.[S13, §3060-a196, 3138-a56, -b50; C24, 27, 31, 35, 39, §8295, 9657, 9716, 9931, 10002; C46, §487.52, 541.197, 542.56, 554.2, 554.74; C50, 54, 58, 62, §487.52, 493A.18, 541.197, 542.56, 554.2, 554.74; C66, 71, 73, 75, 77, 79, 81, §554.1103]2007 Acts, ch 41, §3554.1104Construction against implied repeal.This chapter being a general Act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.[C66, 71, 73, 75, 77, 79, 81, §554.1104]2007 Acts, ch 41, §4554.1105Severability.If any provision or clause of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.[C66, 71, 73, 75, 77, 79, 81, §554.1108]2007 Acts, ch 41, §9, 48CS2007, §554.1105554.1106Use of singular and plural — gender.In this chapter, unless the statutory context otherwise requires:1words in the singular number include the plural, and those in the plural include the singular; and2words of any gender also refer to any other gender.2007 Acts, ch 41, §7, 57554.1107Section captions.Section captions are parts of this chapter.[C66, 71, 73, 75, 77, 79, 81, §554.1109]2007 Acts, ch 41, §49CS2007, §554.1107554.1108Relation to Electronic Signatures in Global and National Commerce Act.This Article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., except that nothing in this Article modifies, limits, or supersedes §7001(c) of that Act or authorizes electronic delivery of any of the notices described in §7003(b) of that Act.2007 Acts, ch 41, §10, 57554.1109Reserved.554.1110 Rules for filing and indexing.The secretary of state shall make and promulgate rules for all filing and indexing pursuant to this chapter and chapter 554B including but not limited to rules on whether statements and documents shall be indexed in real estate records.[C71, 73, 75, 77, 79, 81, §554.1110]2014 Acts, ch 1026, §1172GENERAL DEFINITIONS AND PRINCIPLESOF INTERPRETATION554.1201General definitions.1Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of this chapter that apply to particular Articles or parts thereof, have the meanings stated.2Subject to definitions contained in other Articles of this chapter that apply to particular Articles or parts thereof:a“Action” in the sense of a judicial proceeding, includes recoupment, counterclaim, setoff, suit in equity, and any other proceedings in which rights are determined.b“Aggrieved party” means a party entitled to pursue a remedy.c“Agreement”, as distinguished from “contract”, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in section 554.1303.d“Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.e“Bearer” means a person in control of a negotiable electronic document of title or a person in possession of a negotiable instrument, negotiable tangible document of title, or certificated security that is payable to bearer or indorsed in blank.f“Bill of lading” means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods. The term does not include a warehouse receipt.g“Branch” includes a separately incorporated foreign branch of a bank.h“Burden of establishing” a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence.i“Buyer in ordinary course of business” means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.0j“Central bank digital currency” means a digital currency, a digital medium of exchange, or a digital monetary unit of account issued by the United States federal reserve system, a federal agency, a foreign government, a foreign central bank, or a foreign reserve system, that is made directly available to a consumer by such entities. The term includes a digital currency, a digital medium of exchange, or a digital monetary unit of account issued by the United States federal reserve system, a federal agency, a foreign government, a foreign central bank, or a foreign reserve system, that is processed or validated directly by such entities.j“Conspicuous”, with reference to a term, means so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against which it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court. k“Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.l“Contract”, as distinguished from “agreement”, means the total legal obligation that results from the parties’ agreement as determined by this chapter as supplemented by any other applicable laws.m“Creditor” includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate.n“Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.o“Delivery”, with respect to an electronic document of title, means voluntary transfer of control and, with respect to an instrument, a tangible document of title, or an authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.p“Document of title” means a record that in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold, and dispose of the record and the goods the record covers and that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt, and order for delivery of goods. An “electronic document of title” means a document of title evidenced by a record consisting of information stored in an electronic medium. A “tangible document of title” means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium.q“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.r“Fault” means a default, breach, or wrongful act or omission.s“Fungible goods” means:1goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or2goods that by agreement are treated as equivalent.t“Genuine” means free of forgery or counterfeiting.u“Good faith”, except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing.v“Holder” means:1the person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession;2the person in possession of a negotiable tangible document of title if the goods are deliverable either to bearer or to the order of the person in possession; or3the person in control, other than pursuant to section 554.7106, subsection 7, of a negotiable electronic document of title.w“Insolvency proceeding” includes any assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.x“Insolvent” means:1having generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute;2being unable to pay debts as they become due; or3being insolvent within the meaning of federal bankruptcy law.y“Money” means a medium of exchange that is currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization, or pursuant to an agreement between two or more countries. The term does not include an electronic record that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government. The term also does not include a central bank digital currency. z“Organization” means a person other than an individual.aa“Party”, as distinguished from “third party”, means a person that has engaged in a transaction or made an agreement subject to this chapter.ab“Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term includes a protected series, however denominated, of an entity if the protected series is established under law other than this chapter that limits, or limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.ac“Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.ad“Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.ae“Purchaser” means a person who takes by purchase.af“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.ag“Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.ah“Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.ai“Right” includes remedy.aj“Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Article 9. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under section 554.2401, but a buyer may also acquire a “security interest” by complying with Article 9. Except as otherwise provided in section 554.2505, the right of a seller or lessor of goods under Article 2 or 13 to retain or acquire possession of the goods is not a “security interest”, but a seller or lessor may also acquire a “security interest” by complying with Article 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under section 554.2401 is limited in effect to a reservation of a “security interest”. Whether a transaction in the form of a lease creates a “security interest” is determined pursuant to section 554.1203.ak“Send” in connection with a record or notification means:1to deposit in the mail, deliver for transmission, or transmit by any other usual means of communication, with postage or cost of transmission provided for, and addressed to any address reasonable under the circumstances; or2to cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (1).al1“Sign” means, with present intent to authenticate or adopt a record:ato execute or adopt a tangible symbol; orbto attach to or logically associate with the record an electronic symbol, sound, or process.2“Signed”, “signing”, and “signature” have corresponding meanings.am“State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.an“Surety” includes a guarantor or other secondary obligor.ao“Term” means that portion of an agreement that relates to a particular matter.ap“Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.aq“Warehouse receipt” means a document of title issued by a person engaged in the business of storing goods for hire.ar“Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.[S13, §1889-a, 3060-a6, -a25, -a27, -a56, -a191, 3138-a1, -a58, -b, -b52; C24, 27, 31, 35, 39, §8245, 8297, 9266, 9466, 9485 – 9487, 9516, 9652, 9661, 9718, 9932, 9934, 9935, 10000, 10005; C46, 50, 54, 58, 62, §487.1, 487.54, 528.61, 541.6, 541.25 – 541.27, 541.56, 541.192, 542.1, 542.58, 554.3, 554.6, 554.7, 554.72, 554.77; C50, 54, 58, 62, §493A.22; C58, 62, §539.12; C66, 71, 73, 75, 77, 79, 81, §554.1201]89 Acts, ch 113, §54; 94 Acts, ch 1052, §3; 94 Acts, ch 1167, §6, 122; 2000 Acts, ch 1149, §138, 139, 187; 2007 Acts, ch 30, §45 – 47; 2007 Acts, ch 41, §11, 43, 44; 2007 Acts, ch 215, §262; 2013 Acts, ch 30, §261; 2014 Acts, ch 1026, §118; 2018 Acts, ch 1041, §108, 109; 2022 Acts, ch 1117, §10, 11; 2024 Acts, ch 1023, §10, 11554.1202Notice — knowledge.1Subject to subsection 6, a person has “notice” of a fact if the person:ahas actual knowledge of it;bhas received a notice or notification of it; orcfrom all the facts and circumstances known to the person at the time in question, has reason to know that it exists.2“Knowledge” means actual knowledge. “Knows” has a corresponding meaning.3“Discover”, “learn”, or words of similar import refer to knowledge rather than to reason to know.4A person “notifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.5Subject to subsection 6, a person “receives” a notice or notification when:ait comes to that person’s attention; orbit is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.6Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.2007 Acts, ch 41, §13, 57554.1203Lease distinguished from security interest.1Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.2A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to termination by the lessee, and:athe original term of the lease is equal to or greater than the remaining economic life of the goods;bthe lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;cthe lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement; ordthe lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement.3A transaction in the form of a lease does not create a security interest merely because:athe present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;bthe lessee assumes risk of loss of the goods;cthe lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording, or registration fees, or service or maintenance costs;dthe lessee has an option to renew the lease or to become the owner of the goods;ethe lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; orfthe lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.4Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the lease agreement if the option is not exercised. Additional consideration is not nominal if:awhen the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; orbwhen the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.5The “remaining economic life of the goods” and “reasonably predictable” fair market rent, fair market value, or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into.2007 Acts, ch 41, §14, 57554.1204Value.Except as otherwise provided in Articles 3, 4, 5, and 14, a person gives value for rights if the person acquires them:1in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;2as security for, or in total or partial satisfaction of, a preexisting claim;3by accepting delivery under a preexisting contract for purchase; or4in return for any consideration sufficient to support a simple contract.2007 Acts, ch 41, §16, 57; 2022 Acts, ch 1117, §12554.1205Reasonable time — seasonableness.1Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose, and circumstances of the action.2An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.[S13, §3060-a193; C24, 27, 31, 35, 39, §9654, 9972; C46, 50, 54, 58, 62, §541.194, 554.44; C66, 71, 73, 75, 77, 79, 81, §554.1204]2007 Acts, ch 41, §15, 52CS2007, §554.1205554.1206Presumptions.Whenever this chapter creates a “presumption” with respect to a fact, or provides that a fact is “presumed”, the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.2007 Acts, ch 41, §18, 573TERRITORIAL APPLICABILITYAND GENERAL RULES554.1301Territorial applicability — parties’ power to choose applicable law.1Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.2In the absence of an agreement effective under subsection 1, and except as provided in subsection 3, this chapter applies to transactions bearing an appropriate relation to this state.3If one of the following provisions of this chapter specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:aSection 554.2402;bSection 554.4102;cSection 554.5116;dSection 554.8110;eSections 554.9301 through 554.9307;fSection 554.12507;gSections 554.13105 and 554.13106;hSection 554.14107.[C66, 71, 73, 75, 77, 79, 81, §554.1105]92 Acts, ch 1146, §39; 94 Acts, ch 1052, §2; 94 Acts, ch 1121, §3; 96 Acts, ch 1026, §19; 96 Acts, ch 1138, §5, 84; 2000 Acts, ch 1149, §137, 187; 2007 Acts, ch 41, §5, 45CS2007, §554.13012024 Acts, ch 1023, §12, 13554.1302Variation by agreement.1Except as otherwise provided in subsection 2 or elsewhere in this chapter, the effect of provisions of this chapter may be varied by agreement.2The obligations of good faith, diligence, reasonableness, and care prescribed by this chapter may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this chapter requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.3The presence in certain provisions of this chapter of the phrase “unless otherwise agreed”, or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.2007 Acts, ch 41, §22554.1303Course of performance, course of dealing, and usage of trade.1A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:athe agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; andbthe other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.2A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.3A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.4A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.5Except as otherwise provided in subsection 6, the express terms of an agreement and any applicable course of dealing, or usage of trade must be construed wherever reasonable as consistent with each other. If such a construction is unreasonable:aexpress terms prevail over course of performance, course of dealing, and usage of trade;bcourse of performance prevails over course of dealing and usage of trade; andccourse of dealing prevails over usage of trade.6Subject to section 554.2209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.7Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.[C24, 27, 31, 35, 39, §9938, 9944, 9947, 10000; C46, 50, 54, 58, 62, §554.10, 554.16, 554.19, 554.72; C66, 71, 73, 75, 77, 79, 81, §554.1205]2007 Acts, ch 41, §17, 53CS2007, §554.1303554.1304Obligation of good faith.Every contract or duty within this chapter imposes an obligation of good faith in its performance or enforcement.[C66, 71, 73, 75, 77, 79, 81, §554.1203]2007 Acts, ch 41, §51CS2007, §554.1304554.1305Remedies to be liberally administered.1The remedies provided by this chapter must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this chapter or by other rule of law.2Any right or obligation declared by this chapter is enforceable by action unless the provision declaring it specifies a different and limited effect.[C24, 27, 31, 35, 39, §10001; C46, 50, 54, 58, 62, §554.73; C66, 71, 73, 75, 77, 79, 81, §554.1106]2007 Acts, ch 41, §6, 46CS2007, §554.1305554.1306Waiver or renunciation of claim or right after breach.A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.[S13, §3060-a118, -a122; SS15, §3060-a120; C24, 27, 31, 35, 39, §9579, 9581, 9583; C46, 50, 54, 58, 62, §541.119, 541.121, 541.123; C66, 71, 73, 75, 77, 79, 81, §554.1107]2007 Acts, ch 41, §8, 47CS2007, §554.13062024 Acts, ch 1023, §14554.1307Prima facie evidence by third-party documents.A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.[C66, 71, 73, 75, 77, 79, 81, §554.1202]2007 Acts, ch 41, §12, 50CS2007, §554.1307554.1308Performance or acceptance under reservation of rights.1A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice”, “under protest”, or the like are sufficient.2Subsection 1 does not apply to an accord and satisfaction.[C66, 71, 73, 75, 77, 79, 81, §554.1207]94 Acts, ch 1167, §7, 122; 2007 Acts, ch 41, §19, 54CS2007, §554.1308554.1309Option to accelerate at will.A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure” or words of similar import, means that that party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.[C66, 71, 73, 75, 77, 79, 81, §554.1208]2007 Acts, ch 41, §20, 55CS2007, §554.1309554.1310Subordinated obligations.An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.[C75, 77, 79, 81, §554.1209]2007 Acts, ch 41, §21, 56CS2007, §554.13102SALES1SHORT TITLE, GENERAL CONSTRUCTION,AND SUBJECT MATTER554.2101Short title.This Article shall be known and may be cited as Uniform Commercial Code — Sales.[C66, 71, 73, 75, 77, 79, 81, §554.2101]554.2102Scope certain security and other transactions excluded from this Article.1Unless the context otherwise requires, and except as provided in subsection 3, this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection 2.2In a hybrid transaction:aif the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.bif the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.3This Article does not:aapply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; orbimpair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.[C24, 27, 31, 35, 39, §10004; C46, 50, 54, 58, 62, §554.76; C66, 71, 73, 75, 77, 79, 81, §554.2102]2024 Acts, ch 1023, §15554.2103Definitions and index of definitions.1In this Article unless the context otherwise requiresa“Buyer” means a person who buys or contracts to buy goods.bReserved.c“Receipt” of goods means taking physical possession of them.d“Seller” means a person who sells or contracts to sell goods.2Other definitions applying to this Article or to specified parts thereof, and the sections in which they appear are:a“Acceptance” Section 554.2606b“Banker’s credit” Section 554.2325c“Between merchants” Section 554.2104d“Cancellation” Section 554.2106(4)e“Commercial unit” Section 554.2105f“Confirmed credit” Section 554.2325g“Conforming to contract” Section 554.2106h“Contract for sale” Section 554.2106i“Cover” Section 554.2712j“Entrusting” Section 554.2403k“Financing agency” Section 554.2104l“Future goods” Section 554.2105m“Goods” Section 554.2105n“Identification” Section 554.2501o“Installment contract” Section 554.2612p“Letter of credit” Section 554.2325q“Lot” Section 554.2105r“Merchant” Section 554.2104s“Overseas” Section 554.2323t“Person in position of seller” Section 554.2707u“Present sale” Section 554.2106v“Sale” Section 554.2106w“Sale on approval” Section 554.2326x“Sale or return” Section 554.2326y“Termination” Section 554.21063The following definitions in other Articles apply to this Article:a“Check” Section 554.3104b“Consignee” Section 554.7102c“Consignor” Section 554.7102d“Consumer goods” Section 554.9102e“Control” Section 554.7106f“Dishonor” Section 554.3502g“Draft” Section 554.31044In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.[C24, 27, 31, 35, 39, §10005; C46, 50, 54, 58, 62, §554.77; C66, 71, 73, 75, 77, 79, 81, §554.2103]94 Acts, ch 1167, §8, 122; 2000 Acts, ch 1149, §140, 187; 2007 Acts, ch 30, §45, 46, 48; 2007 Acts, ch 41, §23; 2012 Acts, ch 1023, §144, 157554.2104Definitions:“merchant” — “between merchants” — “financing agency”.1“Merchant” means a person who deals in goods of the kind or otherwise by the person’s occupation holds that person out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by the person’s employment of an agent or broker or other intermediary who by the intermediary’s occupation holds the intermediary out as having such knowledge or skill.2“Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (section 554.2707).3“Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.[S13, §3138-b34, -b36; C24, 27, 31, 35, 39, §8279, 8281; C46, 50, 54, 58, 62, §487.35, 487.37; C66, 71, 73, 75, 77, 79, 81, §554.2104]2007 Acts, ch 30, §45, 46, 49554.2105Definitions:transferability — “goods” — “future” goods — “lot” — “commercial unit”.1“Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (section 554.2107).2Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.3There may be a sale of a part interest in existing identified goods.4An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.5“Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.6“Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.[C24, 27, 31, 35, 39, §9934, 9935, 10005; C46, 50, 54, 58, 62, §554.6, 554.7, 554.77; C66, 71, 73, 75, 77, 79, 81, §554.2105]554.2106Definitions:“contract” “agreement” “contract for sale” “sale” “present sale” “conforming” to contract “termination” “cancellation” “hybrid transaction”.1In this Article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (section 554.2401). A “present sale” means a sale which is accomplished by the making of the contract.2Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.3“Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.4“Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.5“Hybrid transaction” means a single transaction involving a sale of goods and:athe provision of services;ba lease of other goods; orca sale, lease, or license of property other than goods.[C24, 27, 31, 35, 39, §9930, 9940; C46, 50, 54, 58, 62, §554.1, 554.12; C66, 71, 73, 75, 77, 79, 81, §554.2106]2022 Acts, ch 1032, §95; 2024 Acts, ch 1023, §16554.2107Goods to be severed from realty:recording.1A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this Article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.2A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection 1 or of timber to be cut is a contract for the sale of goods within this Article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.3The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale.[C24, 27, 31, 35, 39, §10005; C46, 50, 54, 58, 62, §554.77; C66, 71, 73, 75, 77, 79, 81, §554.2107]2FORM, FORMATION, AND READJUSTMENTOF CONTRACT554.2201Formal requirements — statute of frauds.1Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.2Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against the party unless notice in a record of objection to its contents is given within ten days after it is received.3A contract which does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceableaif the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; orbif the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; orcwith respect to goods for which payment has been made and accepted or which have been received and accepted (section 554.2606).[C24, 27, 31, 35, 39, §9933; C46, 50, 54, 58, 62, §554.4; C66, 71, 73, 75, 77, 79, 81, §554.2201]2024 Acts, ch 1023, §17554.2202Final expression parol or extrinsic evidence.Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:1by course of performance, course of dealing, or usage of trade (section 554.1303); and2by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.[C66, 71, 73, 75, 77, 79, 81, §554.2202]2007 Acts, ch 41, §24; 2024 Acts, ch 1023, §18554.2203Seals inoperative.The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.[C24, 27, 31, 35, 39, §9932; C46, 50, 54, 58, 62, §554.3; C66, 71, 73, 75, 77, 79, 81, §554.2203]2024 Acts, ch 1023, §19554.2204Formation in general.1A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.2An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.3Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.[C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2204]554.2205Firm offers.An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.[C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2205]2024 Acts, ch 1023, §20554.2206Offer and acceptance in formation of contract.1Unless otherwise unambiguously indicated by the language or circumstancesaan offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;ban order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.2Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.[C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2206]554.2207Additional terms in acceptance or confirmation.1A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.2The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:athe offer expressly limits acceptance to the terms of the offer;bthey materially alter it; orcnotification of objection to them has already been given or is given within a reasonable time after notice of them is received.3Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this chapter.[C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2207]554.2208Course of performance or practical construction.Repealed by 2007 Acts, ch 41, §60.See §554.1303. 554.2209Modification, rescission, and waiver.1An agreement modifying a contract within this Article needs no consideration to be binding.2A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.3The requirements of the statute of frauds section of this Article (section 554.2201) must be satisfied if the contract as modified is within its provisions.4Although an attempt at modification or rescission does not satisfy the requirements of subsection 2 or 3 it can operate as a waiver.5A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.[C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2209]2024 Acts, ch 1023, §21554.2210Delegation of performance — assignment of rights.1A party may perform that party’s duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.2Except as otherwise provided in section 554.9406, unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden of risk imposed on the other party by the contract, or impair materially the other party’s chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of the assignor’s entire obligation can be assigned despite agreement otherwise.3The creation, attachment, perfection, or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer’s chance of obtaining return performance within the purview of subsection 2 unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.4Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor’s performance.5An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.6The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to that party’s rights against the assignor demand assurances from the assignee (section 554.2609).[C66, 71, 73, 75, 77, 79, 81, §554.2210]2000 Acts, ch 1149, §141, 142, 187; 2013 Acts, ch 30, §2613GENERAL OBLIGATION AND CONSTRUCTIONOF CONTRACT554.2301General obligations of parties.The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.[C24, 27, 31, 35, 39, §9940, 9970; C46, 50, 54, 58, 62, §554.12, 554.42; C66, 71, 73, 75, 77, 79, 81, §554.2301]554.2302Unconscionable contract or clause.1If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.2When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.[C66, 71, 73, 75, 77, 79, 81, §554.2302]554.2303Allocation or division of risks.Where this Article allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the allocation but may also divide the risk or burden.[C66, 71, 73, 75, 77, 79, 81, §554.2303]554.2304Price payable in money, goods, realty, or otherwise.1The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which that party is to transfer.2Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller’s obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.[C24, 27, 31, 35, 39, §9938; C46, 50, 54, 58, 62, §554.10; C66, 71, 73, 75, 77, 79, 81, §554.2304]554.2305Open price term.1The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery ifanothing is said as to price; orbthe price is left to be agreed by the parties and they fail to agree; orcthe price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.2A price to be fixed by the seller or by the buyer means a price for that party to fix in good faith.3When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at that party’s option treat the contract as canceled or fix a reasonable price.4Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.[C24, 27, 31, 35, 39, §9938, 9939; C46, 50, 54, 58, 62, §554.10, 554.11; C66, 71, 73, 75, 77, 79, 81, §554.2305]554.2306Output, requirements and exclusive dealings.1A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.2A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.[C66, 71, 73, 75, 77, 79, 81, §554.2306]554.2307Delivery in single lot or several lots.Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.[C24, 27, 31, 35, 39, §9974; C46, 50, 54, 58, 62, §554.46; C66, 71, 73, 75, 77, 79, 81, §554.2307]554.2308Absence of specified place for delivery.Unless otherwise agreed1the place for delivery of goods is the seller’s place of business or if the seller has none the seller’s residence; but2in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and3documents of title may be delivered through customary banking channels.[C24, 27, 31, 35, 39, §9972; C46, 50, 54, 58, 62, §554.44; C66, 71, 73, 75, 77, 79, 81, §554.2308]2009 Acts, ch 41, §263554.2309Absence of specific time provisions — notice of termination.1The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.2Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.3Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.[C24, 27, 31, 35, 39, §9972, 9974, 9976, 9977; C46, 50, 54, 58, 62, §554.44, 554.46, 554.48, 554.49; C66, 71, 73, 75, 77, 79, 81, §554.2309]554.2310Open time for payment or running of credit — authority to ship under reservation.Unless otherwise agreed1payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and2if the seller is authorized to send the goods the seller may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 554.2513); and3if delivery is authorized and made by way of documents of title otherwise than by subsection 2 then payment is due regardless of where the goods are to be received at the time and place at which the buyer is to receive delivery of the tangible documents or at the time the buyer is to receive delivery of the electronic documents and at the seller’s place of business or if none, the seller’s residence; and4where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.[C24, 27, 31, 35, 39, §9971, 9976; C46, 50, 54, 58, 62, §554.43, 554.48; C66, 71, 73, 75, 77, 79, 81, §554.2310]2007 Acts, ch 30, §45, 46, 50; 2009 Acts, ch 41, §263; 2010 Acts, ch 1061, §72554.2311Options and cooperation respecting performance.1An agreement for sale which is otherwise sufficiently definite (section 554.2204, subsection 3) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.2Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in section 554.2319, subsection 1, paragraph “c”, and section 554.2319, subsection 3, specifications or arrangements relating to shipment are at the seller’s option.3Where such specification would materially affect the other party’s performance but is not seasonably made or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming the other party in addition to all other remediesais excused for any resulting delay in that party’s own performance; andbmay also either proceed to perform in any reasonable manner or after the time for a material part of that party’s own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.[C66, 71, 73, 75, 77, 79, 81, §554.2311]2013 Acts, ch 30, §140; 2014 Acts, ch 1026, §119; 2015 Acts, ch 29, §87554.2312Warranty of title and against infringement — buyer’s obligation against infringement.1Subject to subsection 2 there is in a contract for sale a warranty by the seller thatathe title conveyed shall be good, and its transfer rightful; andbthe goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.2A warranty under subsection 1 will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title or that the person selling is purporting to sell only such right or title as the person selling or a third person may have.3Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.[C24, 27, 31, 35, 39, §9942; C46, 50, 54, 58, 62, §554.14; C66, 71, 73, 75, 77, 79, 81, §554.2312]554.2313Express warranties by affirmation, promise, description, sample.1Express warranties by the seller are created as follows:aAny affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.bAny description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.cAny sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.2It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.[C24, 27, 31, 35, 39, §9941, 9943, 9945; C46, 50, 54, 58, 62, §554.13, 554.15, 554.17; C66, 71, 73, 75, 77, 79, 81, §554.2313]554.2314Implied warranty:merchantability — usage of trade.1Unless excluded or modified (section 554.2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.2Goods to be merchantable must be at least such asapass without objection in the trade under the contract description; andbin the case of fungible goods, are of fair average quality within the description; andcare fit for the ordinary purposes for which such goods are used; anddrun, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; andeare adequately contained, packaged, and labeled as the agreement may require; andfconform to the promises or affirmations of fact made on the container or label if any.3Unless excluded or modified (section 554.2316) other implied warranties may arise from course of dealing or usage of trade.[C24, 27, 31, 35, 39, §9944; C46, 50, 54, 58, 62, §554.16; C66, 71, 73, 75, 77, 79, 81, §554.2314]554.2315Implied warranty — fitness for particular purpose.Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under section 554.2316 an implied warranty that the goods shall be fit for such purpose.[C24, 27, 31, 35, 39, §9944; C46, 50, 54, 58, 62, §554.16; C66, 71, 73, 75, 77, 79, 81, §554.2315]2008 Acts, ch 1032, §67554.2316Exclusion or modification of warranties.1Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this Article on parol or extrinsic evidence (section 554.2202) negation or limitation is inoperative to the extent that such construction is unreasonable.2Subject to subsection 3, to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.”3Notwithstanding subsection 2aunless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, “with all faults” or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty; andbwhen the buyer before entering into the contract has examined the goods or the sample or model as fully as the buyer desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to the buyer; andcan implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.4Remedies for breach of warranty can be limited in accordance with the provisions of this Article on liquidation or limitation of damages and on contractual modification of remedy (sections 554.2718 and 554.2719).[C66, 71, 73, 75, 77, 79, 81, §554.2316]Livestock warranty exemption, chapter 554A 554.2317Cumulation and conflict of warranties express or implied.Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:1Exact or technical specifications displace an inconsistent sample or model or general language of description.2A sample from an existing bulk displaces inconsistent general language of description.3Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.[C24, 27, 31, 35, 39, §9943 – 9945; C46, 50, 54, 58, 62, §554.15 – 554.17; C66, 71, 73, 75, 77, 79, 81, §554.2317]2009 Acts, ch 41, §263554.2318Third party beneficiaries of warranties express or implied.A seller’s warranty whether express or implied extends to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section with respect to injury to the person of an individual to whom the warranty extends.[C66, 71, 73, 75, 77, 79, 81, §554.2318]554.2319F.O.B. and F.A.S. terms.1Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under whichawhen the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this Article (section 554.2504) and bear the expense and risk of putting them into the possession of the carrier; orbwhen the term is F.O.B. the place of destination, the seller must at the seller’s own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (section 554.2503);cwhen under either paragraph “a” or “b” the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at the seller’s own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (section 554.2323).2Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller mustaat the seller’s own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; andbobtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.3Unless otherwise agreed in any case falling within subsection 1, paragraph “a” or “c” or subsection 2 the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this Article (section 554.2311). The seller may also at the seller’s option move the goods in any reasonable manner preparatory to delivery or shipment.4Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.[C66, 71, 73, 75, 77, 79, 81, §554.2319]2013 Acts, ch 30, §141, 142554.2320C.I.F. and C. & F. terms.1The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.2Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at the seller’s own expense and risk toaput the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; andbload the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; andcobtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; anddprepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; andeforward and tender with commercial promptness all the documents in due form and with any endorsement necessary to perfect the buyer’s rights.3Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.4Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.[C66, 71, 73, 75, 77, 79, 81, §554.2320]554.2321C.I.F. or C. & F. — “net landed weights” — “payment on arrival” — warranty of condition on arrival.Under a contract containing a term C.I.F. or C. & F.1Where the price is based on or is to be adjusted according to “net landed weights”, “delivered weights”, “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.2An agreement described in subsection 1 or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.3Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.[C66, 71, 73, 75, 77, 79, 81, §554.2321]554.2322Delivery “ex-ship”.1Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.2Under such a term unless otherwise agreedathe seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; andbthe risk of loss does not pass to the buyer until the goods leave the ship’s tackle or are otherwise properly unloaded.[C66, 71, 73, 75, 77, 79, 81, §554.2322]554.2323Form of bill of lading required in overseas shipment — “overseas”.1Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.2Where in a case within subsection 1 a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set,adue tender of a single part is acceptable within the provisions of this Article on cure of improper delivery (section 554.2508, subsection 1); andbeven though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.3A shipment by water or by air or a contract contemplating such shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.[C66, 71, 73, 75, 77, 79, 81, §554.2323]2007 Acts, ch 30, §45, 46, 51; 2015 Acts, ch 29, §88554.2324“No arrival, no sale” term.Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed,1the seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival but the seller assumes no obligation that the goods will arrive unless the seller has caused the nonarrival; and2where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (section 554.2613).[C66, 71, 73, 75, 77, 79, 81, §554.2324]2009 Acts, ch 41, §263554.2325“Letter of credit” term — “confirmed credit”.1Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.2The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from the buyer.3Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market.[C66, 71, 73, 75, 77, 79, 81, §554.2325]554.2326Sale on approval and sale or return — rights of creditors.1Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction isaa “sale on approval” if the goods are delivered primarily for use, andba “sale or return” if the goods are delivered primarily for resale.2Goods held on approval are not subject to the claims of the buyer’s creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer’s possession.3Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (section 554.2201) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (section 554.2202).[C24, 27, 31, 35, 39, §9948; C46, 50, 54, 58, 62, §554.20; C66, 71, 73, 75, 77, 79, 81, §554.2326]2000 Acts, ch 1149, §143, 187554.2327Special incidents of sale on approval and sale or return.1Under a sale on approval unless otherwise agreedaalthough the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; andbuse of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; andcafter due notification of election to return, the return is at the seller’s risk and expense but a merchant buyer must follow any reasonable instructions.2Under a sale or return unless otherwise agreedathe option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; andbthe return is at the buyer’s risk and expense.[C24, 27, 31, 35, 39, §9948; C46, 50, 54, 58, 62, §554.20; C66, 71, 73, 75, 77, 79, 81, §554.2327]554.2328Sale by auction.1In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.2A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in the auctioneer’s discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.3Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until the auctioneer announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract the bidder’s bid until the auctioneer’s announcement of completion of the sale, but a bidder’s retraction does not revive any previous bid.4If the auctioneer knowingly receives a bid on the seller’s behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at the buyer’s option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.[C24, 27, 31, 35, 39, §9950; C46, 50, 54, 58, 62, §554.22; C66, 71, 73, 75, 77, 79, 81, §554.2328]4TITLE, CREDITORS, AND GOOD FAITHPURCHASERS554.2401Passing of title — reservation for security — limited application of this section.Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:1Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 554.2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this chapter. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on Secured Transactions (Article 9), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.2Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes the seller’s performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of ladingaif the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; butbif the contract requires delivery at destination, title passes on tender there.3Unless otherwise explicitly agreed where delivery is to be made without moving the goods,aif the seller is to deliver a tangible document of title, title passes at the time when and the place where the seller delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; orbif the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.4A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a “sale”.[C24, 27, 31, 35, 39, §9946 – 9949; C46, 50, 54, 58, 62, §554.18 – 554.21; C66, 71, 73, 75, 77, 79, 81, §554.2401]2007 Acts, ch 30, §45, 46, 52554.2402Rights of seller’s creditors against sold goods.1Except as provided in subsections 2 and 3, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer’s rights to recover the goods under this Article (sections 554.2502 and 554.2716).2A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.3Nothing in this Article shall be deemed to impair the rights of creditors of the selleraunder the provisions of the Article on Secured Transactions (Article 9); orbwhere identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent transfer or voidable preference.[C24, 27, 31, 35, 39, §9955; C46, 50, 54, 58, 62, §554.27; C66, 71, 73, 75, 77, 79, 81, §554.2402]2020 Acts, ch 1062, §61554.2403Power to transfer — good faith purchase of goods — “entrusting”.1A purchaser of goods acquires all title which the purchaser’s transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even thoughathe transferor was deceived as to the identity of the purchaser, orbthe delivery was in exchange for a check which is later dishonored, orcit was agreed that the transaction was to be a “cash sale”, ordthe delivery was procured through fraud punishable as larcenous under the criminal law.2Any entrusting of possession of goods to a merchant who deals in goods of that kind gives the merchant power to transfer all rights of the entruster to a buyer in ordinary course of business.3“Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor’s disposition of the goods have been such as to be larcenous under the criminal law.4The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7).[C24, 27, 31, 35, 39, §9949, 9952 – 9954; C46, 50, 54, 58, 62, §554.21, 554.24 – 554.26; C66, 71, 73, 75, 77, 79, 81, §554.2403]94 Acts, ch 1121, §42023 Acts, ch 64, §915PERFORMANCE554.2501Insurable interest in goods — manner of identification of goods.1The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and the buyer has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occursawhen the contract is made if it is for the sale of goods already existing and identified;bif the contract is for the sale of future goods other than those described in paragraph “c”, when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;cwhen the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer.2The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in the seller and where the identification is by the seller alone the seller may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.3Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.[C24, 27, 31, 35, 39, §9946, 9948; C46, 50, 54, 58, 62, §554.18, 554.20; C66, 71, 73, 75, 77, 79, 81, §554.2501]554.2502Buyer’s right to goods on seller’s repudiation, failure to deliver, or insolvency.1Subject to subsections 2 and 3 and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of section 554.2501 may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:ain the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; orbin all cases the seller becomes insolvent within ten days after receipt of the first installment on their price.2The buyer’s right to recover the goods under subsection 1, paragraph “a”, vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.3If the identification creating the buyer’s special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.[C24, 27, 31, 35, 39, §9946 – 9948; C46, 50, 54, 58, 62, §554.18 – 554.20; C66, 71, 73, 75, 77, 79, 81, §554.2502]2000 Acts, ch 1149, §144, 187; 2008 Acts, ch 1032, §68554.2503Manner of seller’s tender of delivery.1Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this Article, and in particular,atender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; butbunless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.2Where the case is within section 554.2504 respecting shipment tender requires that the seller comply with its provisions.3Where the seller is required to deliver at a particular destination tender requires that the seller comply with subsection 1 and also in any appropriate case tender documents as described in subsections 4 and 5 of this section.4Where goods are in the possession of a bailee and are to be delivered without being moved,atender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer’s right to possession of the goods; butbtender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Article 9 receipt by the bailee of notification of the buyer’s rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.5Where the contract requires the seller to deliver documents,athe seller must tender all such documents in correct form except as provided in this Article with respect to bills of lading in a set (section 554.2323, subsection 2); andbtender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.[C24, 27, 31, 35, 39, §9940, 9948, 9949, 9972, 9975, 9980; C46, 50, 54, 58, 62, §554.12, 554.20, 554.21, 554.44, 554.47, 554.52; C66, 71, 73, 75, 77, 79, 81, §554.2503]2007 Acts, ch 30, §45, 46, 53, 54; 2008 Acts, ch 1032, §69; 2015 Acts, ch 29, §89554.2504Shipment by seller.1Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must:aPut the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; andbObtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; andcPromptly notify the buyer of the shipment.2Failure to notify the buyer under subsection 1, paragraph “c”, or to make a proper contract under subsection 1, paragraph “a”, is a ground for rejection only if material delay or loss ensues.[C24, 27, 31, 35, 39, §9975; C46, 50, 54, 58, 62, §554.47; C66, 71, 73, 75, 77, 79, 81, §554.2504]2009 Acts, ch 41, §258554.2505Seller’s shipment under reservation.1Where the seller has identified goods to the contract by or before shipment:athe seller’s procurement of a negotiable bill of lading to the seller’s own order or otherwise reserves in the seller a security interest in the goods. The seller’s procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller’s expectation of transferring that interest to the person named.ba nonnegotiable bill of lading to the seller or the seller’s nominee reserves possession of the goods as security, but except in a case of conditional delivery (section 554.2507, subsection 2) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.2When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation under section 554.2504 but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller’s powers as a holder of a negotiable document of title.[C24, 27, 31, 35, 39, §9949; C46, 50, 54, 58, 62, §554.21; C66, 71, 73, 75, 77, 79, 81, §554.2505]2007 Acts, ch 30, §45, 46, 55, 56; 2008 Acts, ch 1031, §61; 2015 Acts, ch 29, §90554.2506Rights of financing agency.1A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer.2The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.[S13, §3138-b36; C24, 27, 31, 35, 39, §8281; C46, 50, 54, 58, 62, §487.37; C66, 71, 73, 75, 77, 79, 81, §554.2506]2007 Acts, ch 30, §45, 46, 57554.2507Effect of seller’s tender — delivery on condition.1Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to the buyer’s duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.2Where payment is due and demanded on the delivery to the buyer of goods or documents of title, the buyer’s right as against the seller to retain or dispose of them is conditional upon the buyer’s making the payment due.[C24, 27, 31, 35, 39, §9940, 9970, 9971, 9998; C46, 50, 54, 58, 62, §554.12, 554.42, 554.43, 554.70; C66, 71, 73, 75, 77, 79, 81, §554.2507]554.2508Cure by seller of improper tender or delivery — replacement.1Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the seller’s intention to cure and may then within the contract time make a conforming delivery.2Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if the seller seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.[C66, 71, 73, 75, 77, 79, 81, §554.2508]554.2509Risk of loss in the absence of breach.1Where the contract requires or authorizes the seller to ship the goods by carrier:aif it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (section 554.2505); butbif it does require the seller to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.2Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:aon the buyer’s receipt of possession or control of a negotiable document of title covering the goods; orbon acknowledgment by the bailee of the buyer’s right to possession of the goods; orcafter the buyer’s receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in section 554.2503, subsection 4, paragraph “b”.3In any case not within subsection 1 or 2, the risk of loss passes to the buyer on the buyer’s receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.4The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (section 554.2327) and on effect of breach on risk of loss (section 554.2510).[C24, 27, 31, 35, 39, §9951; C46, 50, 54, 58, 62, §554.23; C66, 71, 73, 75, 77, 79, 81, §554.2509]2007 Acts, ch 30, §45, 46, 58554.2510Effect of breach on risk of loss.1Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.2Where the buyer rightfully revokes acceptance the buyer may to the extent of any deficiency in the buyer’s effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.3Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to the buyer, the seller may to the extent of any deficiency in the seller’s effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.[C66, 71, 73, 75, 77, 79, 81, §554.2510]554.2511Tender of payment by buyer — payment by check.1Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery.2Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.3Subject to the provisions of this chapter on the effect of an instrument on an obligation (section 554.3310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.[C24, 27, 31, 35, 39, §9971; C46, 50, 54, 58, 62, §554.43; C66, 71, 73, 75, 77, 79, 81, §554.2511]94 Acts, ch 1167, §9, 122554.2512Payment by buyer before inspection.1Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unlessathe nonconformity appears without inspection; orbdespite tender of the required documents the circumstances would justify injunction against honor under this chapter (section 554.5109, subsection 2).2Payment pursuant to subsection 1 does not constitute an acceptance of goods or impair the buyer’s right to inspect or any of the buyer’s remedies.[C24, 27, 31, 35, 39, §9976, 9978; C46, 50, 54, 58, 62, §554.48, 554.50; C66, 71, 73, 75, 77, 79, 81, §554.2512]96 Acts, ch 1026, §20; 97 Acts, ch 23, §68554.2513Buyer’s right to inspection of goods.1Unless otherwise agreed and subject to subsection 3, where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.2Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.3Unless otherwise agreed and subject to the provisions of this Article on C.I.F. contracts (section 554.2321, subsection 3), the buyer is not entitled to inspect the goods before payment of the price when the contract providesafor delivery “C.O.D.” or on other like terms; orbfor payment against documents of title, except where such payment is due only after the goods are to become available for inspection.4A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract.[C24, 27, 31, 35, 39, §9976; C46, 50, 54, 58, 62, §554.48; C66, 71, 73, 75, 77, 79, 81, §554.2513]2015 Acts, ch 29, §91554.2514When documents deliverable on acceptance — when on payment.Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.[S13, §3138-b40; C24, 27, 31, 35, 39, §8285; C46, 50, 54, 58, 62, §487.41; C66, 71, 73, 75, 77, 79, 81, §554.2514]554.2515Preserving evidence of goods in dispute.In furtherance of the adjustment of any claim or dispute1either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and2the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.[C66, 71, 73, 75, 77, 79, 81, §554.2515]2009 Acts, ch 41, §2636BREACH, REPUDIATION, AND EXCUSE554.2601Buyer’s rights on improper delivery.Subject to the provisions of this Article on breach in installment contracts (section 554.2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 554.2718 and 554.2719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may1reject the whole; or2accept the whole; or3accept any commercial unit or units and reject the rest.[C24, 27, 31, 35, 39, §9940, 9973, 9998; C46, 50, 54, 58, 62, §554.12, 554.45, 554.70; C66, 71, 73, 75, 77, 79, 81, §554.2601]2009 Acts, ch 41, §263554.2602Manner and effect of rightful rejection.1Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.2Subject to the provisions of the two following sections on rejected goods (sections 554.2603 and 554.2604),aafter rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; andbif the buyer has before rejection taken physical possession of goods in which the buyer does not have a security interest under the provisions of this Article (section 554.2711, subsection 3), the buyer is under a duty after rejection to hold them with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them; butcthe buyer has no further obligations with regard to goods rightfully rejected.3The seller’s rights with respect to goods wrongfully rejected are governed by the provisions of this Article on seller’s remedies in general (section 554.2703).[C24, 27, 31, 35, 39, §9979; C46, 50, 54, 58, 62, §554.51; C66, 71, 73, 75, 77, 79, 81, §554.2602]2015 Acts, ch 29, §92; 2016 Acts, ch 1011, §107554.2603Merchant buyer’s duties as to rightfully rejected goods.1Subject to any security interest in the buyer (section 554.2711, subsection 3), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in the merchant buyer’s possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller’s account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.2When the buyer sells goods under subsection 1, that buyer is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding ten percent on the gross proceeds.3In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages.[C66, 71, 73, 75, 77, 79, 81, §554.2603]2015 Acts, ch 29, §93554.2604Buyer’s options as to salvage of rightfully rejected goods.Subject to the provisions of section 554.2603 on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to the seller or resell them for the seller’s account with reimbursement as provided in section 554.2603. Such action is not acceptance or conversion.[C66, 71, 73, 75, 77, 79, 81, §554.2604]2008 Acts, ch 1032, §70554.2605Waiver of buyer’s objections by failure to particularize.1The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach:awhere the seller could have cured it if stated seasonably; orbbetween merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.2Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.[C66, 71, 73, 75, 77, 79, 81, §554.2605]2007 Acts, ch 30, §45, 46, 59554.2606What constitutes acceptance of goods.1Acceptance of goods occurs when the buyeraafter a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; orbfails to make an effective rejection (section 554.2602, subsection 1), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; orcdoes any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by the seller.2Acceptance of a part of any commercial unit is acceptance of that entire unit.[C24, 27, 31, 35, 39, §9977; C46, 50, 54, 58, 62, §554.49; C66, 71, 73, 75, 77, 79, 81, §554.2606]2015 Acts, ch 29, §94554.2607Effect of acceptance — notice of breach — burden of establishing breach after acceptance — notice of claim or litigation to person answerable over.1The buyer must pay at the contract rate for any goods accepted.2Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this Article for nonconformity.3Where a tender has been accepted.athe buyer must within a reasonable time after the buyer discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; andbif the claim is one for infringement or the like (section 554.2312, subsection 3) and the buyer is sued as a result of such a breach the buyer must so notify the seller within a reasonable time after the buyer receives notice of the litigation or be barred from any remedy over for liability established by the litigation.4The burden is on the buyer to establish any breach with respect to the goods accepted.5Where the buyer is sued for breach of a warranty or other obligation for which the buyer’s seller is answerable overathe buyer may give the buyer’s seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so the seller will be bound in any action against the seller by the seller’s buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend the seller is so bound.bif the claim is one for infringement or the like (section 554.2312, subsection 3) the original seller may demand in writing that the seller’s buyer turn over to the seller control of the litigation including settlement or else be barred from any remedy over and if the seller also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.6The provisions of subsections 3, 4 and 5 apply to any obligation of a buyer to hold the seller harmless against infringement or the like (section 554.2312, subsection 3).[C24, 27, 31, 35, 39, §9970, 9978, 9998; C46, 50, 54, 58, 62, §554.42, 554.50, 554.70; C66, 71, 73, 75, 77, 79, 81, §554.2607]2015 Acts, ch 29, §95 – 97554.2608Revocation of acceptance in whole or in part.1The buyer may revoke the buyer’s acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted itaon the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; orbwithout discovery of such nonconformity if the buyer’s acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.2Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.3A buyer who so revokes has the same rights and duties with regard to the goods involved as if the buyer had rejected them.[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2608]554.2609Right to adequate assurance of performance.1A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until that party receives such assurance may if commercially reasonable suspend any performance for which that party has not already received the agreed return.2Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.3Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.4After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.[C24, 27, 31, 35, 39, §9982 – 9984, 9992; C46, 50, 54, 58, 62, §554.54 – 554.56, 554.64; C66, 71, 73, 75, 77, 79, 81, §554.2609]554.2610Anticipatory repudiation.When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may1for a commercially reasonable time await performance by the repudiating party; or2resort to any remedy for breach (section 554.2703 or 554.2711), even though the aggrieved party has notified the repudiating party that the aggrieved party would await the latter’s performance and has urged retraction; and3in either case suspend the aggrieved party’s own performance or proceed in accordance with the provisions of this Article on the seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (section 554.2704).[C24, 27, 31, 35, 39, §9992, 9994; C46, 50, 54, 58, 62, §554.64, 554.66; C66, 71, 73, 75, 77, 79, 81, §554.2610]2009 Acts, ch 41, §263554.2611Retraction of anticipatory repudiation.1Until the repudiating party’s next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed the aggrieved party’s position or otherwise indicated that the aggrieved party considers the repudiation final.2Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this Article (section 554.2609).3Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.[C66, 71, 73, 75, 77, 79, 81, §554.2611]554.2612“Installment contract” — breach.1An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.2The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection 3 and the seller gives adequate assurance of its cure the buyer must accept that installment.3Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if the aggrieved party accepts a nonconforming installment without seasonably notifying of cancellation or if the aggrieved party brings an action with respect only to past installments or demands performance as to future installments.[C24, 27, 31, 35, 39, §9974; C46, 50, 54, 58, 62, §554.46; C66, 71, 73, 75, 77, 79, 81, §554.2612]554.2613Casualty to identified goods.Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (section 554.2324) then1if the loss is total the contract is avoided; and2if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at the buyer’s option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.[C24, 27, 31, 35, 39, §9936, 9937; C46, 50, 54, 58, 62, §554.8, 554.9; C66, 71, 73, 75, 77, 79, 81, §554.2613]2009 Acts, ch 41, §263554.2614Substituted performance.1Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.2If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer’s obligation unless the regulation is discriminatory, oppressive or predatory.[C66, 71, 73, 75, 77, 79, 81, §554.2614]554.2615Excuse by failure of presupposed conditions.Except so far as a seller may have assumed a greater obligation and subject to section 554.2614 on substituted performance:1Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections 2 and 3, is not a breach of the seller’s duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.2Where the causes mentioned in subsection 1 affect only a part of the seller’s capacity to perform, the seller must allocate production and deliveries among the seller’s customers but may at the seller’s option include regular customers not then under contract as well as the seller’s own requirements for further manufacture. The seller may so allocate in any manner which is fair and reasonable.3The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under subsection 2, of the estimated quota thus made available for the buyer.[C66, 71, 73, 75, 77, 79, 81, §554.2615]2008 Acts, ch 1032, §71; 2009 Acts, ch 41, §259554.2616Procedure on notice claiming excuse.1Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 554.2615 the buyer may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this Article relating to breach of installment contracts (section 554.2612), then also as to the whole,aterminate and thereby discharge any unexecuted portion of the contract; orbmodify the contract by agreeing to take the buyer’s available quota in substitution.2If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days the contract lapses with respect to any deliveries affected.3The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under section 554.2615.[C66, 71, 73, 75, 77, 79, 81, §554.2616]2008 Acts, ch 1032, §727REMEDIES554.2701Remedies for breach of collateral contracts not impaired.Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this Article.[C66, 71, 73, 75, 77, 79, 81, §554.2701]554.2702Seller’s remedies on discovery of buyer’s insolvency.1Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this Article (section 554.2705).2Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten-day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.3The seller’s right to reclaim under subsection 2 is subject to the rights of a buyer in ordinary course or other good faith purchaser under this Article (section 554.2403). Successful reclamation of goods excludes all other remedies with respect to them.[C24, 27, 31, 35, 39, §9982, 9983, 9986; C46, 50, 54, 58, 62, §554.54, 554.55, 554.58; C66, 71, 73, 75, 77, 79, 81, §554.2702]554.2703Seller’s remedies in general.Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (section 554.2612), then also with respect to the whole undelivered balance, the aggrieved seller may:1withhold delivery of such goods;2stop delivery by any bailee as hereafter provided (section 554.2705);3proceed under section 554.2704 respecting goods still unidentified to the contract;4resell and recover damages as hereafter provided (section 554.2706);5recover damages for nonacceptance (section 554.2708) or in a proper case the price (section 554.2709);6cancel.[C24, 27, 31, 35, 39, §9993; C46, 50, 54, 58, 62, §554.65; C66, 71, 73, 75, 77, 79, 81, §554.2703]2008 Acts, ch 1032, §73554.2704Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.1An aggrieved seller under section 554.2703 may:aidentify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in the seller’s possession or control;btreat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.2Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.[C24, 27, 31, 35, 39, §9992, 9993; C46, 50, 54, 58, 62, §554.64, 554.65; C66, 71, 73, 75, 77, 79, 81, §554.2704]2008 Acts, ch 1032, §74554.2705Seller’s stoppage of delivery in transit or otherwise.1The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (section 554.2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.2As against such buyer the seller may stop delivery until:areceipt of the goods by the buyer; orbacknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; orcsuch acknowledgment to the buyer by a carrier by reshipment or as a warehouse; ordnegotiation to the buyer of any negotiable document of title covering the goods.3aTo stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.bAfter such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.cIf a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.dA carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.[S13, §3138-a9, -a11, -a49, -b11, -b13, -b41; C24, 27, 31, 35, 39, §8256, 8258, 8286, 9669, 9671, 9709, 9986 – 9988; C46, 50, 54, 58, 62, §487.12, 487.14, 487.42, 542.9, 542.11, 542.49, 554.58 – 554.60; C66, 71, 73, 75, 77, 79, 81, §554.2705]2007 Acts, ch 30, §45, 46, 60, 61554.2706Seller’s resale including contract for resale.1Under the conditions stated in section 554.2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (section 554.2710), but less expenses saved in consequence of the buyer’s breach.2Except as otherwise provided in subsection 3 or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.3Where the resale is at private sale the seller must give the buyer reasonable notification of the seller’s intention to resell.4Where the resale is at public saleaonly identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; andbit must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; andcif the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; anddthe seller may buy.5A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.6The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (section 554.2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of that person’s security interest, as hereinafter defined (section 554.2711, subsection 3).[C24, 27, 31, 35, 39, §9989; C46, 50, 54, 58, 62, §554.61; C66, 71, 73, 75, 77, 79, 81, §554.2706]2015 Acts, ch 29, §98554.2707“Person in the position of a seller”.1A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of the agent’s principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.2A person in the position of a seller may as provided in this Article withhold or stop delivery (section 554.2705) and resell (section 554.2706) and recover incidental damages (section 554.2710).[C24, 27, 31, 35, 39, §9981; C46, 50, 54, 58, 62, §554.53; C66, 71, 73, 75, 77, 79, 81, §554.2707]2023 Acts, ch 64, §92554.2708Seller’s damages for nonacceptance or repudiation.1Subject to subsection 2 and to the provisions of this Article with respect to proof of market price (section 554.2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article (section 554.2710), but less expenses saved in consequence of the buyer’s breach.2If the measure of damages provided in subsection 1 is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (section 554.2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.[C24, 27, 31, 35, 39, §9993; C46, 50, 54, 58, 62, §554.65; C66, 71, 73, 75, 77, 79, 81, §554.2708]554.2709Action for the price.1When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 554.2710, the price:aof goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; andbof goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.2Where the seller sues for the price the seller must hold for the buyer any goods which have been identified to the contract and are still in the seller’s control except that if resale becomes possible the seller may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles the buyer to any goods not resold.3After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (section 554.2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under section 554.2708.[C24, 27, 31, 35, 39, §9992; C46, 50, 54, 58, 62, §554.64; C66, 71, 73, 75, 77, 79, 81, §554.2709]2008 Acts, ch 1032, §75; 2009 Acts, ch 41, §162554.2710Seller’s incidental damages.Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.[C24, 27, 31, 35, 39, §9993, 9999; C46, 50, 54, 58, 62, §554.65, 554.71; C66, 71, 73, 75, 77, 79, 81, §554.2710]554.2711Buyer’s remedies in general — buyer’s security interest in rejected goods.1Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 554.2612), the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much of the price as has been paid:a“cover” and have damages under section 554.2712 as to all the goods affected whether or not they have been identified to the contract; orbrecover damages for nondelivery as provided in this Article (section 554.2713).2Where the seller fails to deliver or repudiates the buyer may also:aif the goods have been identified recover them as provided in this Article (section 554.2502); orbin a proper case obtain specific performance or replevy the goods as provided in this Article (section 554.2716).3On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in the buyer’s possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 554.2706).[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2711]2008 Acts, ch 1032, §76554.2712“Cover” — buyer’s procurement of substitute goods.1After a breach within section 554.2711 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.2The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 554.2715), but less expenses saved in consequence of the seller’s breach.3Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.[C66, 71, 73, 75, 77, 79, 81, §554.2712]2008 Acts, ch 1032, §77554.2713Buyer’s damages for nondelivery or repudiation.1Subject to the provisions of this Article with respect to proof of market price (section 554.2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this Article (section 554.2715), but less expenses saved in consequence of the seller’s breach.2Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.[C24, 27, 31, 35, 39, §9996; C46, 50, 54, 58, 62, §554.68; C66, 71, 73, 75, 77, 79, 81, §554.2713]554.2714Buyer’s damages for breach in regard to accepted goods.1Where the buyer has accepted goods and given notification (section 554.2607, subsection 3) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.2The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.3In a proper case any incidental and consequential damages under section 554.2715 may also be recovered.[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2714]2008 Acts, ch 1032, §78; 2015 Acts, ch 29, §99554.2715Buyer’s incidental and consequential damages.1Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.2Consequential damages resulting from the seller’s breach includeaany loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; andbinjury to person or property proximately resulting from any breach of warranty.[C24, 27, 31, 35, 39, §9998, 9999; C46, 50, 54, 58, 62, §554.70, 554.71; C66, 71, 73, 75, 77, 79, 81, §554.2715]554.2716Buyer’s right to specific performance or replevin.1Specific performance may be decreed where the goods are unique or in other proper circumstances.2The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.3The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.[C24, 27, 31, 35, 39, §9995, 9997; C46, 50, 54, 58, 62, §554.67, 554.69; C66, 71, 73, 75, 77, 79, 81, §554.2716]2000 Acts, ch 1149, §145, 187554.2717Deduction of damages from the price.The buyer on notifying the seller of the buyer’s intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2717]554.2718Liquidation or limitation of damages — deposits.1Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.2Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of the buyer’s payments exceedsathe amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection 1, orbin the absence of such terms, twenty percent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars, whichever is smaller.3The buyer’s right to restitution under subsection 2 is subject to offset to the extent that the seller establishesaa right to recover damages under the provisions of this Article other than subsection 1, andbthe amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.4Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection 2; but if the seller has notice of the buyer’s breach before reselling goods received in part performance, the seller’s resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (section 554.2706).[C66, 71, 73, 75, 77, 79, 81, §554.2718]554.2719Contractual modification or limitation of remedy.1Subject to the provisions of subsections 2 and 3 of this section and of section 554.2718 on liquidation and limitation of damages,athe agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; andbresort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.2Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.3Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.[C66, 71, 73, 75, 77, 79, 81, §554.2719]2008 Acts, ch 1032, §79554.2720Effect of “cancellation” or “rescission” on claims for antecedent breach.Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.[C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2720]554.2721Remedies for fraud.Remedies for material misrepresentation or fraud include all remedies available under this Article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.[C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2721]554.2722Who can sue third parties for injury to goods.Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract1a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;2if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, the plaintiff’s suit or settlement is, subject to plaintiff’s own interest, as a fiduciary for the other party to the contract;3either party may with the consent of the other sue for the benefit of whom it may concern.[C66, 71, 73, 75, 77, 79, 81, §554.2722]2009 Acts, ch 41, §263554.2723Proof of market price — time and place.1If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 554.2708 or 554.2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.2If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.3Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until that party has given the other party such notice as the court finds sufficient to prevent unfair surprise.[C66, 71, 73, 75, 77, 79, 81, §554.2723]554.2724Admissibility of market quotations.If the prevailing price or value of goods regularly bought and sold in an established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility. Reports are also admissible under rule of evidence 5.803(17).[C66, 71, 73, 75, 77, 79, 81, §554.2724]83 Acts, ch 37, §2554.2725Statute of limitations in contracts for sale.1By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.2A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.3Where an action commenced within the time limited by law or by agreement as provided in subsection 1 is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.4This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this chapter becomes effective.[C66, 71, 73, 75, 77, 79, 81, §554.2725]Period of limitation, chapter 6142ALEASESArticle on Leases codified as Article 13;94 Acts, ch 1052, §5 – 843NEGOTIABLE INSTRUMENTS1GENERAL PROVISIONS AND DEFINITIONS554.3101Short title.This Article may be cited as Uniform Commercial Code — Negotiable Instruments.94 Acts, ch 1167, §10, 121, 122554.3102Subject matter.1This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 12, or to securities governed by Article 8.2If there is conflict between this Article and Article 4 or 9, Articles 4 and 9 govern.3Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of the inconsistency.94 Acts, ch 1167, §11, 121, 122; 95 Acts, ch 67, §41554.3103Definitions.1In this Article:a“Acceptor” means a drawee who has accepted a draft.b“Drawee” means a person ordered in a draft to make payment.c“Drawer” means a person who signs or is identified in a draft as a person ordering payment.dReserved.e“Maker” means a person who signs or is identified in a note as a person undertaking to pay.f“Order” means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.g“Ordinary care” in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate the bank’s prescribed procedures and the bank’s procedures do not vary unreasonably from general banking usage not disapproved by this Article or Article 4.h“Party” means a party to an instrument.i“Promise” means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.j“Prove” with respect to a fact means to meet the burden of establishing the fact (section 554.1201, subsection 2, paragraph “h”).k“Remitter” means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.2Other definitions applying to this Article and the sections in which they appear are:a“Acceptance” Section 554.3409.b“Accommodated party” Section 554.3419.c“Accommodation party” Section 554.3419.d“Alteration” Section 554.3407.e“Anomalous endorsement” Section 554.3205.f“Blank endorsement” Section 554.3205.g“Cashier’s check” Section 554.3104.h“Certificate of deposit” Section 554.3104.i“Certified check” Section 554.3409.j“Check” Section 554.3104.k“Consideration” Section 554.3303.l“Demand draft” Section 554.3104.m“Draft” Section 554.3104.n“Holder in due course” Section 554.3302.o“Incomplete instrument” Section 554.3115.p“Endorsement” Section 554.3204.q“Endorser” Section 554.3204.r“Instrument” Section 554.3104.s“Issue” Section 554.3105.t“Issuer” Section 554.3105.u“Negotiable instrument” Section 554.3104.v“Negotiation” Section 554.3201.w“Note” Section 554.3104.x“Payable at a definite time” Section 554.3108.y“Payable on demand” Section 554.3108.z“Payable to bearer” Section 554.3109.aa“Payable to order” Section 554.3109.ab“Payment” Section 554.3602.ac“Person entitled to enforce” Section 554.3301.ad“Presentment” Section 554.3501.ae“Reacquisition” Section 554.3207.af“Special endorsement” Section 554.3205.ag“Teller’s check” Section 554.3104.ah“Transfer of instrument” Section 554.3203.ai“Traveler’s check” Section 554.3104.aj“Value” Section 554.3303.3The following definitions in other Articles apply to this Article:a“Bank” Section 554.4105.b“Banking day” Section 554.4104.c“Clearing house” Section 554.4104.d“Collecting bank” Section 554.4105.e“Depositary bank” Section 554.4105.f“Documentary draft” Section 554.4104.g“Intermediary bank” Section 554.4105.h“Item” Section 554.4104.i“Payor bank” Section 554.4105.j“Suspends payments” Section 554.4104.4In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.94 Acts, ch 1167, §12, 121, 122; 2005 Acts, ch 11, §1; 2007 Acts, ch 41, §25, 26554.3104Negotiable instrument.1Except as provided in subsections 3 and 4, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:ais payable to bearer or to order at the time it is issued or first comes into possession of a holder;bis payable on demand or at a definite time; andcdoes not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain an undertaking or power to give, maintain, or protect collateral to secure payment, an authorization or power to the holder to confess judgment or realize on or dispose of collateral, a waiver of the benefit of any law intended for the advantage or protection of an obligor, a term that specifies the law that governs the promise or order, or an undertaking to resolve in a specified forum a dispute concerning the promise or order.2“Instrument” means a negotiable instrument.3An order that meets all of the requirements of subsection 1, except paragraph “a”, and otherwise falls within the definition of “check” in subsection 6 is a negotiable instrument and a check.4A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this Article.5An instrument is a “note” if it is a promise and is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft”, a person entitled to enforce the instrument may treat it as either.6“Check” means a draft, other than a documentary draft, payable on demand and drawn on a bank or a cashier’s check or teller’s check. An instrument may be a check even though it is described on its face by another term, such as “money order”.7“Cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.8“Teller’s check” means a draft drawn by a bank on another bank, or payable at or through a bank.9“Traveler’s check” means an instrument that is payable on demand, is drawn on or payable at or through a bank, is designated by the term “traveler’s check” or by a substantially similar term, and requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.10“Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.11a“Demand draft” means a writing not signed by a customer as defined in section 554.4104 that is created by a third party under the purported authority of the customer for the purpose of charging the customer’s account with a bank. The writing must contain the customer’s account number and may contain any of the following:1the customer’s printed or typewritten name;2a notation that the customer authorized the draft; or3the statement “no signature required”, “authorized on file”, “signature on file”, or words to that effect.b“Demand draft” does not include a check purportedly drawn by and bearing the signature of a fiduciary as defined in section 554.3307.94 Acts, ch 1167, §13, 121, 122; 2005 Acts, ch 11, §2; 2013 Acts, ch 30, §261; 2024 Acts, ch 1023, §22554.3105Issue of instrument.1“Issue” means: athe first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; orbif agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item that enables the depositary bank to collect the item by transferring or presenting under federal law an electronic check.2An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.3“Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.94 Acts, ch 1167, §14, 121, 1222024 Acts, ch 1023, §23554.3106Unconditional promise or order.1Except as provided in this section, for the purposes of section 554.3104, subsection 1, a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.2A promise or order is not made conditional by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration, or because payment is limited to resort to a particular fund or source.3If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 554.3104, subsection 1. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.4If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 554.3104, subsection 1; but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.94 Acts, ch 1167, §15, 121, 122; 2013 Acts, ch 30, §261554.3107Instrument payable in foreign money.Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.94 Acts, ch 1167, §16, 121, 122554.3108Payable on demand or at definite time.1A promise or order is “payable on demand” if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment.2A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of prepayment, acceleration, extension at the option of the holder, or extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.3If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.94 Acts, ch 1167, §17, 121, 122; 2013 Acts, ch 30, §261554.3109Payable to bearer or to order.1A promise or order is payable to bearer if it:astates that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;bdoes not state a payee; orcstates that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.2A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise or order that is payable to order is payable to the identified person.3An instrument payable to bearer may become payable to an identified person if it is specially endorsed pursuant to section 554.3205, subsection 1. An instrument payable to an identified person may become payable to bearer if it is endorsed in blank pursuant to section 554.3205, subsection 2.94 Acts, ch 1167, §18, 121, 122; 2013 Acts, ch 30, §261554.3110Identification of person to whom instrument is payable.1The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.2If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.3A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office, or account number. For the purpose of determining the holder of an instrument, the following rules apply:aif an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.bif an instrument is payable to:1a trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named;2a person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative, or a successor of the representative;3a fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or4an office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office, or a successor to the incumbent.4If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged, or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged, or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.94 Acts, ch 1167, §19, 121, 122554.3111Place of payment.Except as otherwise provided for items in Article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.94 Acts, ch 1167, §20, 121, 122554.3112Interest.1Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument.2Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.94 Acts, ch 1167, §21, 121, 122; 2013 Acts, ch 30, §261554.3113Date of instrument.1An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 554.4401, subsection 3, an instrument payable on demand is not payable before the date of the instrument.2If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.94 Acts, ch 1167, §22, 121, 122554.3114Contradictory terms of instrument.If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.94 Acts, ch 1167, §23, 121, 122554.3115Incomplete instrument.1“Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.2Subject to subsection 3, if an incomplete instrument is an instrument under section 554.3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under section 554.3104, but, after completion, the requirements of section 554.3104 are met, the instrument may be enforced according to its terms as augmented by completion.3If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under section 554.3407.4The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.94 Acts, ch 1167, §24, 121, 122554.3116Joint and several liability — contribution.1Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign.2Except as provided in section 554.3419, subsection 5, or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.3Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection 2 of a party having the same joint and several liability to receive contribution from the party discharged.94 Acts, ch 1167, §25, 121, 122554.3117Other agreements affecting instrument.Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.94 Acts, ch 1167, §26, 121, 122554.3118Accrual of cause of action.1A cause of action against a maker or an acceptor accruesain the case of a time instrument on the day after maturity;bin the case of a demand instrument upon its date or, if no date is stated, on the date of issue.2A cause of action against the obligor of a demand or time certificate of deposit accrues upon demand, but demand on a time certificate may not be made until on or after the date of maturity.3A cause of action against a drawer of a draft or an endorser of any instrument accrues upon demand following dishonor of the instrument. Notice of dishonor is a demand.4Unless an instrument provides otherwise, interest runs at the rate provided by law for a judgmentain the case of a maker, acceptor or other primary obligor of a demand instrument, from the date of demand;bin all other cases from the date of accrual of the cause of action.94 Acts, ch 1167, §27, 121, 122554.3119Notice of right to defend action.In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.94 Acts, ch 1167, §28, 121, 122; 2013 Acts, ch 30, §2612NEGOTIATION, TRANSFER, AND ENDORSEMENT554.3201Negotiation.1“Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.2Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its endorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.94 Acts, ch 1167, §29, 121, 122554.3202Negotiation subject to rescission.1Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity; by fraud, duress, or mistake; or in breach of duty or as part of an illegal transaction.2To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.94 Acts, ch 1167, §30, 121, 122; 2013 Acts, ch 30, §143554.3203Transfer of instrument — rights acquired by transfer.1An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.2Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.3Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.4If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this Article and has only the rights of a partial assignee.94 Acts, ch 1167, §31, 121, 122554.3204Endorsement.1“Endorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words is an endorsement unless the accompanying words, terms of the instrument, place of the signature, or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.2“Endorser” means a person who makes an endorsement.3For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.4If an instrument is payable to a holder under a name that is not the name of the holder, endorsement may be made by the holder in the name stated in the instrument or in the holder’s name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.94 Acts, ch 1167, §32, 121, 122; 2013 Acts, ch 30, §261554.3205Special endorsement — blank endorsement — anomalous endorsement.1If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument becomes payable to the identified person and may be negotiated only by the endorsement of that person. The principles stated in section 554.3110 apply to special endorsements.2If an endorsement is made by the holder of an instrument and it is not a special endorsement, it is a “blank endorsement.” When endorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially endorsed.3The holder may convert a blank endorsement that consists only of a signature into a special endorsement by writing, above the signature of the endorser, words identifying the person to whom the instrument is made payable.4“Anomalous endorsement” means an endorsement made by a person who is not the holder of the instrument. An anomalous endorsement does not affect the manner in which the instrument may be negotiated.94 Acts, ch 1167, §33, 121, 122554.3206Restrictive endorsement.1An endorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument.2An endorsement stating a condition to the right of the endorsee to receive payment does not affect the right of the endorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled.3If an instrument bears an endorsement described in section 554.4201, subsection 2, or in blank or to a particular bank using the words “for deposit,” “for collection,” or other words indicating a purpose of having the instrument collected by a bank for the endorser or for a particular account, the following rules apply:aA person, other than a bank, who purchases the instrument when so endorsed converts the instrument unless the amount paid for the instrument is received by the endorser or applied consistently with the endorsement.bA depositary bank that purchases the instrument or takes it for collection when so endorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the endorser or applied consistently with the endorsement.cA payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the endorser or applied consistently with the endorsement.dExcept as otherwise provided in paragraph “c”, a payor bank or intermediary bank may disregard the endorsement and is not liable if the proceeds of the instrument are not received by the endorser or applied consistently with the endorsement.4Except for an endorsement covered by subsection 3, if an instrument bears an endorsement using words to the effect that payment is to be made to the endorsee as agent, trustee, or other fiduciary for the benefit of the endorser or another person, the following rules apply:aUnless there is notice of breach of fiduciary duty as provided in section 554.3307, a person who purchases the instrument from the endorsee or takes the instrument from the endorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the endorsee without regard to whether the endorsee violates a fiduciary duty to the endorser.bA subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the endorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty.5The presence on an instrument of an endorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection 3 or has notice or knowledge of breach of fiduciary duty as stated in subsection 4.6In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an endorsement to which this section applies and the payment is not permitted by this section.94 Acts, ch 1167, §34, 121, 122; 2013 Acts, ch 30, §261554.3207Reacquisition.Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An endorser whose endorsement is canceled is discharged, and the discharge is effective against any subsequent holder.94 Acts, ch 1167, §35, 121, 1223ENFORCEMENT OF INSTRUMENTS554.3301Person entitled to enforce instrument.“Person entitled to enforce” an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument pursuant to section 554.3309 or 554.3418, subsection 4. A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.94 Acts, ch 1167, §36, 121, 122; 2013 Acts, ch 30, §261554.3302Holder in due course.1Subject to subsection 3 and section 554.3106, subsection 4, “holder in due course” means the holder of an instrument if:athe instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call into question its authenticity; andbthe holder took the instrument for value, in good faith, without notice that the instrument is overdue or has been dishonored or that there is an uncured default with respect to payment of another instrument issued as part of the same series, without notice that the instrument contains an unauthorized signature or has been altered, without notice of any claim to the instrument described in section 554.3306, and without notice that any party has a defense or claim in recoupment described in section 554.3305, subsection 1.2Notice of discharge of a party, other than discharge in an insolvency proceeding, is not notice of a defense under subsection 1, but discharge is effective against a person who became a holder in due course with notice of the discharge. Public filing or recording of a document does not of itself constitute notice of a defense, claim in recoupment, or claim to the instrument.3Except to the extent a transferor or predecessor in interest has rights as a holder in due course, a person does not acquire rights of a holder in due course of an instrument taken by legal process or by purchase in an execution, bankruptcy, or creditor’s sale or similar proceeding, by purchase as part of a bulk transaction not in ordinary course of business of the transferor, or as the successor in interest to an estate or other organization.4If, under section 554.3303, subsection 1, paragraph “a”, the promise of performance that is the consideration for an instrument has been partially performed, the holder may assert rights as a holder in due course of the instrument only to the fraction of the amount payable under the instrument equal to the value of the partial performance divided by the value of the promised performance.5If the person entitled to enforce an instrument has only a security interest in the instrument and the person obliged to pay the instrument has a defense, claim in recoupment, or claim to the instrument that may be asserted against the person who granted the security interest, the person entitled to enforce the instrument may assert rights as a holder in due course only to an amount payable under the instrument which, at the time of enforcement of the instrument, does not exceed the amount of the unpaid obligation secured.6To be effective, notice must be received at a time and in a manner that gives a reasonable opportunity to act on it.7This section is subject to any law limiting status as a holder in due course in particular classes of transactions.94 Acts, ch 1167, §37, 121, 122; 2013 Acts, ch 30, §261554.3303Value and consideration.1An instrument is issued or transferred for value if:athe instrument is issued or transferred for a promise of performance, to the extent the promise has been performed;bthe transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding;cthe instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due;dthe instrument is issued or transferred in exchange for a negotiable instrument; orethe instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument.2“Consideration” means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in subsection 1, the instrument is also issued for consideration.94 Acts, ch 1167, §38, 121, 122554.3304Overdue instrument.1An instrument payable on demand becomes overdue at the earliest of the following times:aon the day after the day demand for payment is duly made;bif the instrument is a check, ninety days after its date; orcif the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.2With respect to an instrument payable at a definite time the following rules apply:aIf the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.bIf the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.cIf a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.3Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.94 Acts, ch 1167, §39, 121, 122554.3305Defenses and claims in recoupment.1Except as stated in subsection 2, the right to enforce the obligation of a party to pay an instrument is subject to the following:aa defense of the obligor based on infancy of the obligor to the extent it is a defense to a simple contract; duress, lack of legal capacity, or illegality of the transaction which, under other law, nullifies the obligation of the obligor; fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms; or discharge of the obligor in insolvency proceedings;ba defense of the obligor stated in another section of this Article or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; andca claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument; but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.2The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in subsection 1, paragraph “a”, but is not subject to defenses of the obligor stated in subsection 1, paragraph “b”, or claims in recoupment stated in subsection 1, paragraph “c”, against a person other than the holder.3Except as stated in subsection 4, in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment, or claim to the instrument (section 554.3306) of another person, but the other person’s claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.4In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection 1 that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy, and lack of legal capacity.94 Acts, ch 1167, §40, 121, 122; 2013 Acts, ch 30, §144554.3306Claims to an instrument.A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.94 Acts, ch 1167, §41, 121, 122554.3307Notice of breach of fiduciary duty.1In this section:a“Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.b“Represented person” means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in paragraph “a” is owed.2If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary, and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:aNotice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.bIn the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.cIf an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.dIf an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.94 Acts, ch 1167, §42, 121, 122; 2013 Acts, ch 30, §261554.3308Proof of signatures and status as holder in due course.1In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under section 554.3402, subsection 1.2If the validity of signatures is admitted or proved and there is compliance with subsection 1, a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under section 554.3301, unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim.94 Acts, ch 1167, §43, 122554.3309Enforcement of lost, destroyed, or stolen instrument.1A person not in possession of an instrument is entitled to enforce the instrument if:athe person seeking to enforce the instrument:1was entitled to enforce the instrument when loss of possession occurred, or2has directly or indirectly acquired ownership of the instrument from a person who was entitled to the instrument when loss of possession occurred;bthe loss of possession was not the result of a transfer by the person or a lawful seizure; andcthe person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.2A person seeking enforcement of an instrument under subsection 1 must prove the terms of the instrument and the person’s right to enforce the instrument. If that proof is made, section 554.3308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.94 Acts, ch 1167, §44, 122; 2005 Acts, ch 11, §3; 2006 Acts, ch 1030, §69554.3310Effect of instrument on obligation for which taken.1Unless otherwise agreed, if a certified check, cashier’s check, or teller’s check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an endorser of the instrument.2Unless otherwise agreed and except as provided in subsection 1, if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:aIn the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.bIn the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.cExcept as provided in paragraph “d”, if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.dIf the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen, or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee’s rights against the obligor are limited to enforcement of the instrument.3If an instrument other than one described in subsection 1 or 2 is taken for an obligation, the effect is that stated in subsection 1 if the instrument is one on which a bank is liable as maker or acceptor, or that stated in subsection 2 in any other case.94 Acts, ch 1167, §45, 122; 2013 Acts, ch 30, §261554.3311Accord and satisfaction by use of instrument.1If a person against whom a claim is asserted proves that that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, the amount of the claim was unliquidated or subject to a bona fide dispute, and the claimant obtained payment of the instrument, the following subsections apply.2Unless subsection 3 applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.3Subject to subsection 4, a claim is not discharged under subsection 2 if either of the following applies:aThe claimant, if an organization, proves that: 1within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office, or place; and 2the instrument or accompanying communication was not received by that designated person, office, or place.bThe claimant, whether or not an organization, proves that within ninety days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph “a”, subparagraph (1).4A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.94 Acts, ch 1167, §46, 122; 2013 Acts, ch 30, §145554.3312Lost, destroyed, or stolen cashier’s check, teller’s check, or certified check.1In this section:a“Check” means a cashier’s check, teller’s check, or certified check.b“Claimant” means a person who claims the right to receive the amount of a cashier’s check, teller’s check, or certified check that was lost, destroyed, or stolen.c“Declaration of loss” means a written statement, made under penalty of perjury, to the effect that the declarer lost possession of a check; the declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier’s check or teller’s check; the loss of possession was not the result of a transfer by the declarer or a lawful seizure; and the declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.d“Obligated bank” means the issuer of a cashier’s check or teller’s check or the acceptor of a certified check.2A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if the claimant is the drawer or payee of a certified check or the remitter or payee of a cashier’s check or teller’s check, the communication contains or is accompanied by a declaration of loss of the claimant with respect to the check, the communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid, and the claimant provides reasonable identification if requested by the obligated bank. Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration. If a claim is asserted in compliance with this subsection, the following rules apply:aThe claim becomes enforceable at the later of the time the claim is asserted, or the ninetieth day following the date of the check, in the case of a cashier’s check or teller’s check, or the ninetieth day following the date of the acceptance, in the case of a certified check.bUntil the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller’s check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check.cIf the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check.dWhen the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to section 554.4302, subsection 1, paragraph “a”, payment to the claimant discharges all liability of the obligated bank with respect to the check.3If the obligated bank pays the amount of a check to a claimant under subsection 2, paragraph “d”, and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to refund the payment to the obligated bank if the check is paid, or pay the amount of the check to the person having rights of a holder in due course if the check is dishonored.4If a claimant has the right to assert a claim under subsection 2 and is also a person entitled to enforce a cashier’s check, teller’s check, or certified check which is lost, destroyed, or stolen, the claimant may assert rights with respect to the check either under this section or section 554.3309.94 Acts, ch 1167, §47, 122; 2013 Acts, ch 30, §146, 261; 2014 Acts, ch 1092, §1224LIABILITY OF PARTIES554.3401Signature necessary for liability on instrument.A person is not liable on an instrument unless the person signed the instrument, or the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under section 554.3402.94 Acts, ch 1167, §48, 121, 122; 2013 Acts, ch 30, §261; 2024 Acts, ch 1023, §24554.3402Signature by representative.1If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the “authorized signature of the represented person” and the represented person is liable on the instrument, whether or not identified in the instrument.2If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply:aIf the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument.bSubject to subsection 3, if the form of the signature does not show unambiguously that the signature is made in a representative capacity or the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument.3If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.94 Acts, ch 1167, §49, 121, 122; 2013 Acts, ch 30, §261554.3403Unauthorized signature.1Unless otherwise provided in this Article or Article 4, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this Article.2If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.3The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this Article which makes the unauthorized signature effective for the purposes of this Article.94 Acts, ch 1167, §50, 121, 122554.3404Impostors — fictitious payees.1If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an endorsement of the instrument by any person in the name of the payee is effective as the endorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.2If a person whose intent determines to whom an instrument is payable (section 554.3110, subsection 1 or 2) does not intend the person identified as payee to have any interest in the instrument, or the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special endorsement:aAny person in possession of the instrument is its holder.bAn endorsement by any person in the name of the payee stated in the instrument is effective as the endorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.3Under subsection 1 or 2, an endorsement is made in the name of a payee if it is made in a name substantially similar to that of the payee or the instrument, whether or not endorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.4With respect to an instrument to which subsection 1 or 2 applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from payment of the instrument, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.94 Acts, ch 1167, §51, 121, 122; 2013 Acts, ch 30, §261554.3405Employer’s responsibility for fraudulent endorsement by employee.1In this section:a“Employee” includes an independent contractor and employee of an independent contractor retained by the employer.b“Fraudulent endorsement” means one of the following: 1in the case of an instrument payable to the employer, a forged endorsement purporting to be that of the employer; 2in the case of an instrument with respect to which the employer is the issuer, a forged endorsement purporting to be that of the person identified as payee.c“Responsibility” with respect to instruments means authority to sign or endorse instruments on behalf of the employer; to process instruments received by the employer for bookkeeping purposes, for deposit to an account, or for other disposition; to prepare or process instruments for issue in the name of the employer; to supply information determining the names or addresses of payees of instruments to be issued in the name of the employer; to control the disposition of instruments to be issued in the name of the employer; or to act otherwise with respect to instruments in a responsible capacity. “Responsibility” does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail, or similar access.2For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent endorsement of the instrument, the endorsement is effective as the endorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.3Under subsection 2, an endorsement is made in the name of the person to whom an instrument is payable if it is made in a name substantially similar to the name of that person or the instrument, whether or not endorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.94 Acts, ch 1167, §52, 121, 122; 2013 Acts, ch 30, §147, 261554.3406Negligence contributing to forged signature or alteration of instrument.1A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.2Under subsection 1, if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.3Under subsection 1, the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection 2, the burden of proving failure to exercise ordinary care is on the person precluded.94 Acts, ch 1167, §53, 121, 122554.3407Alteration.1“Alteration” means an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.2Except as provided in subsection 3, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.3A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument according to its original terms, or in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.94 Acts, ch 1167, §54, 121, 122; 2013 Acts, ch 30, §261554.3408Drawee not liable on unaccepted draft.A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.94 Acts, ch 1167, §55, 121, 122554.3409Acceptance of draft — certified check.1“Acceptance” means the drawee’s signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee’s signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the accepted draft is delivered for the purpose of giving rights on the acceptance to any person.2A draft may be accepted although it has not been signed by the drawer, is otherwise incomplete, is overdue, or has been dishonored.3If a draft is payable at a fixed period after sight and the acceptor fails to date the acceptance, the holder may complete the acceptance by supplying a date in good faith.4“Certified check” means a check accepted by the bank on which it is drawn. Acceptance may be made as stated in subsection 1 or by a writing on the check which indicates that the check is certified. The drawee of a check has no obligation to certify the check, and refusal to certify is not dishonor of the check.94 Acts, ch 1167, §56, 121, 122554.3410Acceptance varying draft.1If the terms of a drawee’s acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance.2The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place.3If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and endorser that does not expressly assent to the acceptance is discharged.94 Acts, ch 1167, §57, 121, 122554.3411Refusal to pay cashier’s checks, teller’s checks, and certified checks.1In this section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier’s check or teller’s check bought from the issuer.2If the obligated bank wrongfully refuses to pay a cashier’s check or certified check, stops payment of a teller’s check, or refuses to pay a dishonored teller’s check, the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.3Expenses or consequential damages under subsection 2 are not recoverable if the refusal of the obligated bank to pay occurs because the bank suspends payments, the obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument, the obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument, or payment is prohibited by law.94 Acts, ch 1167, §58, 121, 122; 2013 Acts, ch 30, §261554.3412Obligation of issuer of note or cashier’s check.The issuer of a note or cashier’s check or other draft drawn on the drawer is obliged to pay the instrument according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or if the issuer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 554.3115 and 554.3407. The obligation is owed to a person entitled to enforce the instrument or to an endorser who paid the instrument under section 554.3415.94 Acts, ch 1167, §59, 121, 122; 2013 Acts, ch 30, §261554.3413Obligation of acceptor.1The acceptor of a draft is obliged to pay the draft according to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms, if the acceptance varies the terms of the draft, according to the terms of the draft as varied, or if the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in sections 554.3115 and 554.3407. The obligation is owed to a person entitled to enforce the draft or to the drawer or an endorser who paid the draft under section 554.3414 or 554.3415.2If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If the certification or acceptance does not state an amount, the amount of the instrument is subsequently raised, and the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.94 Acts, ch 1167, §60, 121, 122; 2013 Acts, ch 30, §261554.3414Obligation of drawer.1This section does not apply to cashier’s checks or other drafts drawn on the drawer.2If an unaccepted draft is dishonored, the drawer is obliged to pay the draft according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 554.3115 and 554.3407. The obligation is owed to a person entitled to enforce the draft or to an endorser who paid the draft under section 554.3415.3If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.4If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the acceptor is the same as the obligation of an endorser under section 554.3415, subsections 1 and 3.5If a draft states that it is drawn “without recourse” or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable under subsection 2 to pay the draft if the draft is not a check. A disclaimer of the liability stated in subsection 2 is not effective if the draft is a check.6If a check is not presented for payment or given to a depositary bank for collection within thirty days after its date, the drawee suspends payments after expiration of the thirty-day period without paying the check, and because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds.94 Acts, ch 1167, §61, 121, 122; 2013 Acts, ch 30, §261554.3415Obligation of endorser.1Subject to subsections 2, 3, and 4 and to section 554.3419, subsection 4, if an instrument is dishonored, an endorser is obliged to pay the amount due on the instrument according to the terms of the instrument at the time it was endorsed, or if the endorser endorsed an incomplete instrument, according to its terms when completed, to the extent stated in sections 554.3115 and 554.3407. The obligation of the endorser is owed to a person entitled to enforce the instrument or to a subsequent endorser who paid the instrument under this section.2If an endorsement states that it is made “without recourse” or otherwise disclaims liability of the endorser, the endorser is not liable under subsection 1 to pay the instrument.3If notice of dishonor of an instrument is required by section 554.3503 and notice of dishonor complying with that section is not given to an endorser, the liability of the endorser under subsection 1 is discharged.4If a draft is accepted by a bank after an endorsement is made, the liability of the endorser under subsection 1 is discharged.5If an endorser of a check is liable under subsection 1 and the check is not presented for payment, or given to a depositary bank for collection, within thirty days after the day the endorsement was made, the liability of the endorser under subsection 1 is discharged.94 Acts, ch 1167, §62, 121, 122; 2013 Acts, ch 30, §261554.3416Transfer warranties.1A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by endorsement, to any subsequent transferee that:athe warrantor is a person entitled to enforce the instrument;ball signatures on the instrument are authentic and authorized;cthe instrument has not been altered;dthe instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor;ethe warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer; andfif the instrument is a demand draft, creation of the instrument according to the terms on its face was authorized by the person identified as the drawer.2A person to whom the warranties under subsection 1 are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.3The warranties stated in subsection 1 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within sixty days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection 2 is discharged to the extent of any loss caused by the delay in giving notice of the claim.4A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.5If a warranty under subsection 1, paragraph “f”, is not given by a transferor under applicable conflict of laws rules, the warranty is not given to that transferor when that transferor is a transferee.94 Acts, ch 1167, §63, 121, 122; 2005 Acts, ch 11, §4, 5554.3417Presentment warranties.1If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee making payment or accepting the draft in good faith that:athe warrantor is, or was, at the time the warrantor transferred the draft, a person entitled to enforce the draft or authorized to obtain payment or acceptance of the draft on behalf of a person entitled to enforce the draft;bthe draft has not been altered;cthe warrantor has no knowledge that the signature of the drawer of the draft is unauthorized; anddif the draft is a demand draft, the creation of the demand draft according to the terms on its face was authorized by the person identified as the drawer.2A drawee making payment may recover from any warrantor damages for breach of warranty equal to the amount paid by the drawee less the amount the drawee received or is entitled to receive from the drawer because of the payment. In addition, the drawee is entitled to compensation for expenses and loss of interest resulting from the breach. The right of the drawee to recover damages under this subsection is not affected by any failure of the drawee to exercise ordinary care in making payment. If the drawee accepts the draft, breach of warranty is a defense to the obligation of the acceptor. If the acceptor makes payment with respect to the draft, the acceptor is entitled to recover from any warrantor for breach of warranty the amounts stated in this subsection.3If a drawee asserts a claim for breach of warranty under subsection 1 based on an unauthorized endorsement of the draft or an alteration of the draft, the warrantor may defend by proving that the endorsement is effective under section 554.3404 or 554.3405 or the drawer is precluded under section 554.3406 or 554.4406 from asserting against the drawee the unauthorized endorsement or alteration.4If a dishonored draft is presented for payment to the drawer or an endorser or any other instrument is presented for payment to a party obliged to pay the instrument, and payment is received, the following rules apply:aThe person obtaining payment and a prior transferor of the instrument warrant to the person making payment in good faith that the warrantor is, or was, at the time the warrantor transferred the instrument, a person entitled to enforce the instrument or authorized to obtain payment on behalf of a person entitled to enforce the instrument.bThe person making payment may recover from any warrantor for breach of warranty an amount equal to the amount paid plus expenses and loss of interest resulting from the breach.5The warranties stated in subsections 1 and 4 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within sixty days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection 2 or 4 is discharged to the extent of any loss caused by the delay in giving notice of the claim.6A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.7A demand draft is a check as provided in section 554.3104, subsection 6.8If a warranty under subsection 1, paragraph “d”, is not given by a transferor under applicable conflict of laws rules, the warranty is not given to that transferor when that transferor is a transferee.94 Acts, ch 1167, §64, 121, 122; 2005 Acts, ch 11, §6, 7; 2013 Acts, ch 30, §261554.3418Payment or acceptance by mistake.1Except as provided in subsection 3, if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that payment of the draft had not been stopped pursuant to section 554.4403 or the signature of the drawer of the draft was authorized, the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by failure of the drawee to exercise ordinary care in paying or accepting the draft.2Except as provided in subsection 3, if an instrument has been paid or accepted by mistake and the case is not covered by subsection 1, the person paying or accepting may, to the extent permitted by the law governing mistake and restitution, recover the payment from the person to whom or for whose benefit payment was made or in the case of acceptance, may revoke the acceptance.3The remedies provided by subsection 1 or 2 may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance. This subsection does not limit remedies provided by section 554.3417 or 554.4407.4Notwithstanding section 554.4215, if an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection 1 or 2, the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument.94 Acts, ch 1167, §65, 121, 122; 2013 Acts, ch 30, §261554.3419Instruments signed for accommodation.1If an instrument is issued for value given for the benefit of a party to the instrument (“accommodated party”) and another party to the instrument (“accommodation party”) signs the instrument for the purpose of incurring liability on the instrument without being a direct beneficiary of the value given for the instrument, the instrument is signed by the accommodation party “for accommodation.”2An accommodation party may sign the instrument as maker, drawer, acceptor, or endorser and, subject to subsection 4, is obliged to pay the instrument in the capacity in which the accommodation party signs. The obligation of an accommodation party may be enforced notwithstanding any statute of frauds and whether or not the accommodation party receives consideration for the accommodation.3A person signing an instrument is presumed to be an accommodation party and there is notice that the instrument is signed for accommodation if the signature is an anomalous endorsement or is accompanied by words indicating that the signer is acting as surety or guarantor with respect to the obligation of another party to the instrument. Except as provided in section 554.3605, the obligation of an accommodation party to pay the instrument is not affected by the fact that the person enforcing the obligation had notice when the instrument was taken by that person that the accommodation party signed the instrument for accommodation.4If the signature of a party to an instrument is accompanied by words indicating unambiguously that the party is guaranteeing collection rather than payment of the obligation of another party to the instrument, the signer is obliged to pay the amount due on the instrument to a person entitled to enforce the instrument only if execution of judgment against the other party has been returned unsatisfied, the other party is insolvent or in an insolvency proceeding, the other party cannot be served with process, or it is otherwise apparent that payment cannot be obtained from the other party.5An accommodation party who pays the instrument is entitled to reimbursement from the accommodated party and is entitled to enforce the instrument against the accommodated party. An accommodated party who pays the instrument has no right of recourse against, and is not entitled to contribution from, an accommodation party.94 Acts, ch 1167, §66, 121, 122; 2013 Acts, ch 30, §261554.3420Conversion of instrument.1The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by the issuer or acceptor of the instrument or a payee or endorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a co-payee.2In an action under subsection 1, the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff’s interest in the instrument.3A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out.94 Acts, ch 1167, §67, 122; 2013 Acts, ch 30, §2615DISHONOR554.3501Presentment.1“Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument:ato pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank; or bto accept a draft made to the drawee.2The following rules are subject to Article 4, agreement of the parties, and clearing-house rules and the like:aPresentment may be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States; may be made by any commercially reasonable means, including an oral, written, or electronic communication; is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and is effective if made to any one of two or more makers, acceptors, drawees, or other payors.bUpon demand of the person to whom presentment is made, the person making presentment must exhibit the instrument; give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so; and sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.cWithout dishonoring the instrument, the party to whom presentment is made may return the instrument for lack of a necessary endorsement, or refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties, or other applicable law or rule.dThe party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cut-off hour not earlier than 2:00 p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cut-off hour.94 Acts, ch 1167, §68, 121, 122; 2013 Acts, ch 30, §148, 149; 2015 Acts, ch 29, §100554.3502Dishonor.1Dishonor of a note is governed by the following rules:aIf the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment.bIf the note is not payable on demand and is payable at or through a bank or the terms of the note require presentment, the note is dishonored if presentment is duly made and the note is not paid on the day it becomes payable or the day of presentment, whichever is later.cIf the note is not payable on demand and paragraph “b” does not apply, the note is dishonored if it is not paid on the day it becomes payable.2Dishonor of an unaccepted draft other than a documentary draft is governed by the following rules:aIf a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under section 554.4301 or 554.4302, or becomes accountable for the amount of the check under section 554.4302.bIf a draft is payable on demand and paragraph “a” does not apply, the draft is dishonored if presentment for payment is duly made to the drawee and the draft is not paid on the day of presentment.cIf a draft is payable on a date stated in the draft, the draft is dishonored if presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later, or presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment.dIf a draft is payable on elapse of a period of time after sight or acceptance, the draft is dishonored if presentment for acceptance is duly made and the draft is not accepted on the day of presentment.3Dishonor of an unaccepted documentary draft occurs according to the rules stated in subsection 2, paragraphs “b”, “c”, and “d”, except that payment or acceptance may be delayed without dishonor until no later than the close of the third business day of the drawee following the day on which payment or acceptance is required by those paragraphs.4Dishonor of an accepted draft is governed by the following rules:aIf the draft is payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and the draft is not paid on the day of presentment.bIf the draft is not payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and payment is not made on the day it becomes payable or the day of presentment, whichever is later.5In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under section 554.3504, dishonor occurs without presentment if the instrument is not duly accepted or paid.6If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored.94 Acts, ch 1167, §69, 121, 122; 2013 Acts, ch 30, §261554.3503Notice of dishonor.1The obligation of an endorser stated in section 554.3415, subsection 1, and the obligation of a drawer stated in section 554.3414, subsection 4, may not be enforced unless the endorser or drawer is given notice of dishonor of the instrument complying with this section or notice of dishonor is excused under section 554.3504, subsection 2.2Notice of dishonor may be given by any person; may be given by any commercially reasonable means, including an oral, written, or electronic communication; and is sufficient if it reasonably identifies the instrument and indicates that the instrument has been dishonored or has not been paid or accepted. Return of an instrument given to a bank for collection is sufficient notice of dishonor.3Subject to section 554.3504, subsection 3, with respect to an instrument taken for collection by a collecting bank, notice of dishonor must be given by the bank before midnight of the next banking day following the banking day on which the bank receives notice of dishonor of the instrument, or by any other person within thirty days following the day on which the person receives notice of dishonor. With respect to any other instrument, notice of dishonor must be given within thirty days following the day on which dishonor occurs.94 Acts, ch 1167, §70, 121, 122; 2013 Acts, ch 30, §261554.3504Excused presentment and notice of dishonor.1Presentment for payment or acceptance of an instrument is excused if the person entitled to present the instrument cannot with reasonable diligence make presentment; the maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings; by the terms of the instrument presentment is not necessary to enforce the obligation of endorsers or the drawer; the drawer or endorser whose obligation is being enforced has waived presentment or otherwise has no reason to expect or right to require that the instrument be paid or accepted; or the drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.2Notice of dishonor is excused if by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument, or the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.3Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate.94 Acts, ch 1167, §71, 121, 122; 2013 Acts, ch 30, §261; 2014 Acts, ch 1092, §123554.3505Evidence of dishonor.1The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated:aa document regular in form as provided in subsection 2 which purports to be a protest;ba purported stamp or writing of the drawee, payor bank, or presenting bank on or accompanying the instrument stating that acceptance or payment has been refused unless reasons for the refusal are stated and the reasons are not consistent with dishonor;ca book or record of the drawee, payor bank, or collecting bank, kept in the usual course of business which shows dishonor, even if there is no evidence of who made the entry.2A protest is a certificate of dishonor made by a United States consul or vice consul, or a notarial officer as provided in chapter 9B or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to that person. The protest must identify the instrument and certify either that presentment has been made or, if not made, the reason why it was not made, and that the instrument has been dishonored by nonacceptance or nonpayment. The protest may also certify that notice of dishonor has been given to some or all parties.94 Acts, ch 1167, §72, 121, 122; 2012 Acts, ch 1050, §46, 60; 2013 Acts, ch 140, §99554.3506Reserved.554.3507Reserved.554.3508Reserved.554.3509Reserved.554.3510Reserved.554.3511Reserved.554.3512Holder’s recourse for dishonor.1The holder of a dishonored check, draft, or order may assess against the maker of that check, draft, or order a surcharge not to exceed thirty dollars.2The surcharge authorized by this section shall not be assessed unless the holder clearly and conspicuously posts a notice at the usual place of payment, or in the billing statement of the holder, stating that a surcharge will be assessed and the amount of the surcharge. However, the surcharge shall not be assessed against the maker if the reason for the dishonor of the check, draft, or order is that the maker has stopped payment pursuant to section 554.4403.95 Acts, ch 137, §2; 2003 Acts, ch 10, §1554.3513Civil remedy for dishonor.1In a civil action against a person who makes a check, draft, or order, which has been dishonored for lack of funds or credit, after having been presented twice, or because the maker has no account with the drawee, the plaintiff shall recover from the defendant total damages equaling three times the face value of the dishonored check, draft, or order, which sum shall include the face value of the check, draft, or order. However, total recovery under this section shall not exceed by more than five hundred dollars the amount of the check, draft, or order and may be awarded only if all of the following apply:aThe plaintiff made written demand of the defendant for payment of the amount of the check, draft, or order not less than thirty days before commencing the action.bThe written demand notified the defendant that treble damages would be sought if the face value of the dishonored check was not paid within thirty days of receipt, and was received by the defendant via any of the following methods:1Personal service.2Restricted certified mail.3Regular mail to at least one of the following addresses, supported by an affidavit of service retained by the payee or holder of the dishonored check, which affidavit shall be presumptive evidence of the receipt of the demand by the maker three days from the date of execution of the affidavit:aThe address printed or written on the check.bThe address given by the drawer at the time of issuance of the check.cThe last known address of the drawer.cThe defendant has failed to tender to the plaintiff, prior to commencement of the action, an amount of money not less than the face value of the dishonored check, draft, or order.dThe plaintiff clearly and conspicuously posted a notice at the usual place of payment, or in a billing statement of the plaintiff, stating that civil damages pursuant to this section would be sought upon dishonorment.2In an action for damages pursuant to subsection 1, if the court or jury determines that the failure of the defendant to satisfy the dishonored check, draft, or order is due to economic hardship, the court or jury may waive all or part of the allowable civil damages. However, if the court or jury waives all or part of the civil damages, the court or jury shall render judgment against the defendant in the amount of the dishonored check, draft, or order and the actual costs incurred by the plaintiff in bringing the action.3This section does not apply if the reason for the dishonor of the check, draft, or order is that the maker has stopped payment pursuant to section 554.4403 because of a bona fide dispute between the maker and the holder relating to the consideration for which the check, draft, or order was given.4In actions brought pursuant to this section, no additional award pursuant to section 554.3512 or 625.22 shall be made.5The plaintiff in a civil action to collect a dishonored check, draft, or order brought before the district court sitting in small claims shall not request or recover punitive or exemplary damages, but may seek the civil damages allowed under this section. The plaintiff in a civil action to collect a dishonored check, draft, or order in the district court not sitting in small claims, may seek punitive or exemplary damages if appropriate under chapter 668A, or civil damages allowed under this section, but not both.6A violation of this section is an unlawful practice as provided in section 714.16, subsection 2, paragraph “a”.95 Acts, ch 137, §3; 2003 Acts, ch 100, §16DISCHARGE AND PAYMENT554.3601Discharge and effect of discharge.1The obligation of a party to pay the instrument is discharged as stated in this Article or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract.2Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.94 Acts, ch 1167, §73, 121, 122554.3602Payment.1Subject to subsection 2, an instrument is paid to the extent payment is made by or on behalf of a party obliged to pay the instrument, and to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under section 554.3306 by another person.2The obligation of a party to pay the instrument is not discharged under subsection 1 if:aa claim to the instrument under section 554.3306 is enforceable against the party receiving payment and payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction, or in the case of an instrument other than a cashier’s check, teller’s check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; orbthe person making payment knows that the instrument is a stolen instrument and pays a person it knows is in wrongful possession of the instrument.94 Acts, ch 1167, §74, 121, 122; 2013 Acts, ch 30, §261554.3603Tender of payment.1If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.2If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument and the tender is refused, there is discharge, to the extent of the amount of the tender, of the obligation of an endorser or accommodation party having a right of recourse with respect to the obligation to which the tender relates.3If tender of payment of an amount due on an instrument is made to a person entitled to enforce the instrument, the obligation of the obligor to pay interest after the due date on the amount tendered is discharged. If presentment is required with respect to an instrument and the obligor is able and ready to pay on the due date at every place of payment stated in the instrument, the obligor is deemed to have made tender of payment on the due date to the person entitled to enforce the instrument.94 Acts, ch 1167, §75, 121, 122554.3604Discharge by cancellation or renunciation.1A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument by an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation, or cancellation of the instrument, cancellation or striking out of the party’s signature, or the addition of words to the instrument indicating discharge; or by agreeing not to sue or otherwise renouncing rights against the party by a signed record. The obligation of a party to pay a check is not discharged solely by destruction of the check in connection with a process in which information is extracted from the check and an image of the check is made and, subsequently, the information and image are transmitted for payment.2Cancellation or striking out of an endorsement pursuant to subsection 1 does not affect the status and rights of a party derived from the endorsement.94 Acts, ch 1167, §76, 121, 122; 2013 Acts, ch 30, §150; 2024 Acts, ch 1023, §25554.3605Discharge of endorsers and accommodation parties.1In this section, the term “endorser” includes a drawer having the obligation described in section 554.3414, subsection 4.2Discharge, under section 554.3604, of the obligation of a party to pay an instrument does not discharge the obligation of an endorser or accommodation party having a right of recourse against the discharged party.3If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an endorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the endorser or accommodation party proves that the extension caused loss to the endorser or accommodation party with respect to the right of recourse.4If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an endorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the endorser or accommodation party with respect to the right of recourse. The loss suffered by the endorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.5If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an endorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.6If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection 5, the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.7Under subsection 5 or 6, impairing value of an interest in collateral includes failure to obtain or maintain perfection or recordation of the interest in collateral; release of collateral without substitution of collateral of equal value; failure to perform a duty to preserve the value of collateral owed, under Article 9 or other law, to a debtor or surety or other person secondarily liable; or failure to comply with applicable law in disposing of collateral.8An accommodation party is not discharged under subsection 3, 4, or 5 unless the person entitled to enforce the instrument knows of the accommodation or has notice under section 554.3419, subsection 3, that the instrument was signed for accommodation.9A party is not discharged under this section if the party asserting discharge consents to the event or conduct that is the basis of the discharge, or the instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral.94 Acts, ch 1167, §77, 121, 122; 2013 Acts, ch 30, §1514BANK DEPOSITS AND COLLECTIONS1GENERAL PROVISIONS AND DEFINITIONS554.4101Short title.This Article may be cited as Uniform Commercial Code — Bank Deposits and Collections.[C66, 71, 73, 75, 77, 79, 81, §554.4101]94 Acts, ch 1167, §78, 122554.4102Applicability.1To the extent that items within this Article are also within Articles 3 and 8, they are subject to the provisions of those Articles. If there is conflict, this Article governs Article 3, but Article 8 governs this Article.2The liability of a bank for action or nonaction with respect to an item handled by it for purposes of presentment, payment, or collection is governed by the law of the place where the bank is located. In the case of action or nonaction by or at a branch or separate office of a bank, its liability is governed by the law of the place where the branch or separate office is located.[C66, 71, 73, 75, 77, 79, 81, §554.4102]94 Acts, ch 1167, §79, 122554.4103Variation by agreement — measure of damages — action constituting ordinary care.1The effect of the provisions of this Article may be varied by agreement, but the parties to the agreement cannot disclaim a bank’s responsibility for its lack of good faith or failure to exercise ordinary care or limit the measure of damages for the lack or failure. However, the parties may determine by agreement the standards by which the bank’s responsibility is to be measured if those standards are not manifestly unreasonable.2Federal reserve regulations and operating circulars, clearing-house rules, and the like have the effect of agreements under subsection 1, whether or not specifically assented to by all parties interested in items handled.3Action or nonaction approved by this Article or pursuant to federal reserve regulations or operating circulars is the exercise of ordinary care and, in the absence of special instructions, action or nonaction consistent with clearing-house rules and the like or with a general banking usage not disapproved by this Article, is prima facie the exercise of ordinary care.4The specification or approval of certain procedures by this Article is not disapproval of other procedures that may be reasonable under the circumstances.5The measure of damages for failure to exercise ordinary care in handling an item is the amount of the item reduced by an amount that could not have been realized by the exercise of ordinary care. If there is also bad faith it includes any other damages the party suffered as a proximate consequence.[C66, 71, 73, 75, 77, 79, 81, §554.4103]94 Acts, ch 1167, §80, 122554.4104Definitions and index of definitions.1In this Article, unless the context otherwise requires:a“Account” means any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft, or like account, other than an account evidenced by a certificate of deposit.b“Afternoon” means the period of a day between noon and midnight.c“Banking day” means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions but for the purposes of determining a bank’s midnight deadline, shall not include Saturday, Sunday, or any holiday when the federal reserve banks are not performing check clearing functions.d“Clearing house” means an association of banks or other payors regularly clearing items.e“Customer” means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank.f“Documentary draft” means a draft to be presented for acceptance or payment if specified documents, certificated securities (section 554.8102) or instructions for uncertificated securities (section 554.8102), or other certificates, statements, or the like are to be received by the drawee or other payor before acceptance or payment of the draft.g“Draft” means a draft as defined in section 554.3104 or an item, other than an instrument, that is an order.h“Drawee” means a person ordered in a draft to make payment.i“Item” means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Article 12 or a credit or debit card slip.j“Midnight deadline” with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later.k“Settle” means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final.l“Suspends payments” with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over, or that it ceases or refuses to make payments in the ordinary course of business.2Other definitions applying to this Article and the sections in which they appear are:a“Agreement for electronic presentment” Section 554.4110b“Bank” Section 554.4105c“Collecting bank” Section 554.4105d“Depositary bank” Section 554.4105e“Intermediary bank” Section 554.4105f“Payor bank” Section 554.4105g“Presenting bank” Section 554.4105h“Presentment notice” Section 554.41103 The following definitions in other Articles apply to this Article:a“Acceptance” Section 554.3409b“Alteration” Section 554.3407c“Cashier’s check” Section 554.3104d“Certificate of deposit” Section 554.3104e“Certified check” Section 554.3409f“Check” Section 554.3104g“Control” Section 554.7106h“Holder in due course” Section 554.3302i“Instrument” Section 554.3104j“Notice of dishonor” Section 554.3503k“Order” Section 554.3103l“Ordinary care” Section 554.3103m“Person entitled to enforce” Section 554.3301n“Presentment” Section 554.3501o“Promise” Section 554.3103p“Prove” Section 554.3103q“Teller’s check” Section 554.3104r“Unauthorized signature” Section 554.34034In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.[C66, 71, 73, 75, 77, 79, 81, §554.4104]88 Acts, ch 1102, §1; 91 Acts, ch 222, §1; 94 Acts, ch 1167, §81, 122; 95 Acts, ch 67, §42; 96 Acts, ch 1138, §7, 84; 2007 Acts, ch 30, §45, 46, 62; 2007 Acts, ch 41, §27; 2012 Acts, ch 1023, §145, 157554.4105“Bank” — “depositary bank” — “intermediary bank” — “collecting bank” — “payor bank” — “presenting bank”.In this Article:1“Bank” means a person engaged in the business of banking, including a savings bank, savings and loan association, credit union, or trust company.2“Depositary bank” means the first bank to take an item even though it is also the payor bank, unless the item is presented for immediate payment over the counter.3“Payor bank” means a bank that is the drawee of the draft.4“Intermediary bank” means a bank to which an item is transferred in course of collection except the depositary or payor bank.5“Collecting bank” means a bank handling an item for collection except the payor bank.6“Presenting bank” means a bank presenting an item except a payor bank.[C66, 71, 73, 75, 77, 79, 81, §554.4105]94 Acts, ch 1167, §82, 122554.4106Payable through or payable at bank — collecting bank.1If an item states that it is “payable through” a bank identified in the item, the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and the item may be presented for payment only by or through the bank.2If an item states that it is “payable at” a bank identified in the item, the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and the item may be presented for payment only by or through the bank.3If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a co-drawee or a collecting bank, the bank is a collecting bank.94 Acts, ch 1167, §87, 120, 122; 2013 Acts, ch 30, §261554.4107Separate office of a bank.A branch or separate office of a bank is a separate bank for the purpose of computing the time within which and determining the place at or to which action may be taken or notices or orders must be given under this Article and under Article 3.[C66, 71, 73, 75, 77, 79, 81, §554.4106]94 Acts, ch 1167, §83, 120, 122C95, §554.4107554.4108Time of receipt of items.1For the purpose of allowing time to process items, prove balances, and make the necessary entries on its books to determine its position for the day, a bank may fix an afternoon hour of 2:00 p.m. or later as a cutoff hour for the handling of money and items and the making of entries on its books.2An item or deposit of money received on any day after a cutoff hour so fixed or after the close of the banking day may be treated as being received at the opening of the next banking day.[C66, 71, 73, 75, 77, 79, 81, §554.4107]94 Acts, ch 1167, §84, 120, 122C95, §554.4108554.4109Delays.1Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than a bank, and with or without the approval of any person involved, may waive, modify, or extend time limits imposed or permitted by this chapter for a period not exceeding two additional banking days without discharge of drawers or endorsers or liability to its transferor or a prior party.2Delay by a collecting bank or payor bank beyond time limits prescribed or permitted by this chapter or by instructions is excused if the delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment, or other circumstances beyond the control of the bank, and the bank exercises such diligence as the circumstances require.[C66, 71, 73, 75, 77, 79, 81, §554.4108]94 Acts, ch 1167, §85, 120, 122C95, §554.410995 Acts, ch 49, §16; 2013 Acts, ch 30, §261554.4110Electronic presentment.1“Agreement for electronic presentment” means an agreement, clearing-house rule, or federal reserve regulation or operating circular, providing that presentment of an item may be made by transmission of an image of an item or information describing the item (“presentment notice”) rather than delivery of the item itself. The agreement may provide for procedures governing retention, presentment, payment, dishonor, and other matters concerning items subject to the agreement.2Presentment of an item pursuant to an agreement for presentment is made when the presentment notice is received.3If presentment is made by presentment notice, a reference to “item” or “check” in this Article means the presentment notice unless the context otherwise indicates.94 Acts, ch 1167, §86, 122554.4111Statute of limitations.An action to enforce an obligation, duty, or right arising under this Article must be commenced within three years after the cause of action accrues.2005 Acts, ch 11, §82COLLECTION OF ITEMS:DEPOSITARY AND COLLECTING BANKS554.4201Status of collecting bank as agent and provisional status of credits — applicability of Article — item endorsed “pay any bank”.1Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes final, the bank, with respect to the item, is an agent or subagent of the owner of the item and any settlement given for the item is provisional. This provision applies regardless of the form of endorsement or lack of endorsement and even though credit given for the item is subject to immediate withdrawal as of right or is in fact withdrawn; but the continuance of ownership of an item by its owner and any rights of the owner to proceeds of the item are subject to rights of a collecting bank, such as those resulting from outstanding advances on the item and rights of recoupment or setoff. If an item is handled by banks for purposes of presentment, payment, collection, or return, the relevant provisions of this Article apply even though action of the parties clearly establishes that a particular bank has purchased the item and is the owner of it.2After an item has been endorsed with the words “pay any bank” or the like, only a bank may acquire the rights of a holder until the item has been:areturned to the customer initiating collection; orbspecially endorsed by a bank to a person who is not a bank.[C66, 71, 73, 75, 77, 79, 81, §554.4201]94 Acts, ch 1167, §88, 122554.4202Responsibility for collection or return — when action timely.1A collecting bank must exercise ordinary care in:apresenting an item or sending it for presentment;bsending notice of dishonor or nonpayment or returning an item other than a documentary draft to the bank’s transferor after learning that the item has not been paid or accepted, as the case may be;csettling for an item when the bank receives final settlement; anddnotifying its transferor of any loss or delay in transit within a reasonable time after discovery thereof.2A collecting bank exercises ordinary care under subsection 1 by taking proper action before its midnight deadline following receipt of an item, notice, or settlement. Taking proper action within a reasonably longer time may constitute the exercise of ordinary care, but the bank has the burden of establishing timeliness.3Subject to subsection 1, paragraph “a”, a bank is not liable for the insolvency, neglect, misconduct, mistake, or default of another bank or person or for loss or destruction of an item in the possession of others or in transit.[C66, 71, 73, 75, 77, 79, 81, §554.4202]94 Acts, ch 1167, §89, 122554.4203Effect of instructions.Subject to Article 3 concerning conversion of instruments (section 554.3420) and restrictive endorsements (section 554.3206), only a collecting bank’s transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.[C66, 71, 73, 75, 77, 79, 81, §554.4203]94 Acts, ch 1167, §90, 122554.4204Methods of sending and presenting — sending directly to payor bank.1A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of those items on hand, the cost of collection involved, and the method generally used by it or others to present those items.2A collecting bank may send:aan item directly to the payor bank;ban item to a nonbank payor if authorized by its transferor; andcan item other than documentary drafts to any nonbank payor, if authorized by federal reserve regulation or operating circular, clearing-house rule, or the like.3Presentment may be made by a presenting bank at a place where the payor bank or other payor has requested that presentment be made.[C66, 71, 73, 75, 77, 79, 81, §554.4204]94 Acts, ch 1167, §91, 122554.4205Depositary bank holder of unendorsed item.If a customer delivers an item to a depositary bank for collection:1The depositary bank becomes a holder of the item at the time it receives the item for collection if the customer at the time of delivery was a holder of the item, whether or not the customer endorses the item, and, if the bank satisfies the other requirements of section 554.3302, it is a holder in due course; and2The depositary bank warrants to collecting banks, the payor bank or other payor, and the drawer that the amount of the item was paid to the customer or deposited to the customer’s account.[C66, 71, 73, 75, 77, 79, 81, §554.4205]94 Acts, ch 1167, §92, 122554.4206Transfer between banks.Any agreed method that identifies the transferor bank is sufficient for the item’s further transfer to another bank.[C66, 71, 73, 75, 77, 79, 81, §554.4206]94 Acts, ch 1167, §93, 122554.4207Transfer warranties.1A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:athe warrantor is a person entitled to enforce the item;ball signatures on the item are authentic and authorized;cthe item has not been altered;dthe item is not subject to a defense or claim in recoupment (section 554.3305, subsection 1) of any party that can be asserted against the warrantor;ethe warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer; andfif the item is a demand draft, creation of the item according to the terms on its face was authorized by the person identified as the drawer.2If an item is dishonored, a customer or collecting bank transferring the item and receiving settlement or other consideration is obliged to pay the amount due on the item according to the terms of the item at the time it was transferred, or if the transfer was an incomplete item, according to its terms when completed as stated in sections 554.3115 and 554.3407. The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an endorsement stating that it is made “without recourse” or otherwise disclaiming liability.3A person to whom the warranties under subsection 1 are made and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the item plus expenses and loss of interest incurred as a result of the breach.4The warranties stated in subsection 1 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within sixty days after the claimant has reason to know of the breach and the identity of the warrantor, the warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.5A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.6If the warranty under subsection 1, paragraph “f”, is not given by a transferor or collecting bank under applicable conflict of laws rules, the warranty is not given to that transferor when the transferor is a transferee or to any prior collecting bank of that transferee.[C66, 71, 73, 75, 77, 79, 81, §554.4207]94 Acts, ch 1167, §94, 122; 2005 Acts, ch 11, §9, 10; 2013 Acts, ch 30, §261554.4208Presentment warranties.1If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee that pays or accepts the draft in good faith that:athe warrantor is, or was, at the time the warrantor transferred the draft, a person entitled to enforce the draft or authorized to obtain payment or acceptance of the draft on behalf of a person entitled to enforce the draft;bthe draft has not been altered;cthe warrantor has no knowledge that the signature of the purported drawer of the draft is unauthorized; anddif the draft is a demand draft, the creation of the demand draft according to the terms on its face was authorized by the person identified as the drawer.2A drawee making payment may recover from a warrantor damages for breach of warranty equal to the amount paid by the drawee less the amount the drawee received or is entitled to receive from the drawer because of the payment. In addition, the drawee is entitled to compensation for expenses and loss of interest resulting from the breach. The right of the drawee to recover damages under this subsection is not affected by any failure of the drawee to exercise ordinary care in making payment. If the drawee accepts the draft, breach of warranty is a defense to the obligation of the acceptor, and if the acceptor makes payment with respect to the draft, the acceptor is entitled to recover from a warrantor for breach of warranty the amounts stated in this subsection.3If a drawee asserts a claim for breach of warranty under subsection 1 based on an unauthorized endorsement of the draft or an alteration of the draft, the warrantor may defend by proving that the endorsement is effective under section 554.3404 or 554.3405 or the drawer is precluded under section 554.3406 or 554.4406 from asserting against the drawee the unauthorized endorsement or alteration.4If a dishonored draft is presented for payment to the drawer or an endorser or any other item is presented for payment to a party obliged to pay the item, and the item is paid, the person obtaining payment and a prior transferor of the item warrant to the person making payment in good faith that the warrantor is, or was, at the time the warrantor transferred the item, a person entitled to enforce the item or authorized to obtain payment on behalf of a person entitled to enforce the item. The person making payment may recover from any warrantor for breach of warranty an amount equal to the amount paid plus expenses and loss of interest resulting from the breach.5The warranties stated in subsections 1 and 4 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within sixty days after the claimant has reason to know of the breach and the identity of the warrantor, the warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.6A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.7A demand draft is a check as provided in section 554.3104, subsection 6.8If a warranty under subsection 1, paragraph “d”, is not given by a transferor under applicable conflict of laws rules, the warranty is not given to that transferor when that transferor is a transferee.94 Acts, ch 1167, §102, 120, 122; 2005 Acts, ch 11, §11, 12; 2013 Acts, ch 30, §261554.4209Encoding and retention warranties.1A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor bank or other payor that the information is correctly encoded. If the customer of a depositary bank encodes, that bank also makes the warranty.2A person who undertakes to retain an item pursuant to an agreement for electronic presentment warrants to any subsequent collecting bank and to the payor bank or other payor that retention and presentment of the item comply with the agreement. If a customer of a depositary bank undertakes to retain an item, that bank also makes this warranty.3A person to whom warranties are made under this section and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, plus expenses and loss of interest incurred as a result of the breach.94 Acts, ch 1167, §103, 120, 122554.4210Security interest of collecting bank in items, accompanying documents and proceeds.1A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:ain case of an item deposited in an account, to the extent to which credit given for the item has been withdrawn or applied;bin case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; orcif it makes an advance on or against the item.2If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part, the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.3Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents, and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to Article 9, but:ano security agreement is necessary to make the security interest enforceable (section 554.9203, subsection 2, paragraph “c”, subparagraph (1));bno filing is required to perfect the security interest; andcthe security interest has priority over conflicting perfected security interests in the item, accompanying documents, or proceeds.[C66, 71, 73, 75, 77, 79, 81, §554.4208]94 Acts, ch 1167, §95, 120, 122C95, §554.42102000 Acts, ch 1149, §146, 187; 2007 Acts, ch 30, §45, 46, 63554.4211When bank gives value for purposes of holder in due course.For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of section 554.3302 on what constitutes a holder in due course.[S13, §3060-a27; C24, 27, 31, 35, 39, §9487; C46, 50, 54, 58, 62, §541.27; C66, 71, 73, 75, 77, 79, 81, §554.4209]94 Acts, ch 1167, §96, 120, 122C95, §554.4211554.4212Presentment by notice of item not payable by, through, or at a bank; liability of drawer or endorser.1Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party to accept or pay a written notice that the bank holds the item for acceptance or payment. The notice must be sent in time to be received on or before the day when presentment is due and the bank must meet any requirement of the party to accept or pay under section 554.3501 by the close of the bank’s next banking day after it knows of the requirement.2If presentment is made by notice and payment, acceptance, or request for compliance with a requirement under section 554.3501 is not received by the close of business on the day after maturity or, in the case of demand items, by the close of business on the third banking day after notice was sent, the presenting bank may treat the item as dishonored and charge any drawer or endorser by sending it notice of the facts.[C73, §2094; C97, §3053; S13, §3053; C24, 27, 31, 35, 39, §9545; C46, 50, 54, 58, 62, §541.85; C66, 71, 73, 75, 77, 79, 81, §554.4210]94 Acts, ch 1167, §97, 120, 122C95, §554.421295 Acts, ch 67, §43554.4213Medium and time of settlement by bank.1With respect to settlement by a bank, the medium and time of settlement may be prescribed by federal reserve regulations or circulars, clearing-house rules, and the like, or agreement. In the absence of such prescription:athe medium of settlement is cash or credit to an account in a federal reserve bank of or specified by the person to receive settlement; andbthe time of settlement is:1with respect to tender of settlement by cash, a cashier’s check, or teller’s check, when the cash or check is sent or delivered;2with respect to tender of settlement by credit in an account in a federal reserve bank, when the credit is made;3with respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or4with respect to tender of settlement by a funds transfer, when payment is made pursuant to section 554.12406, subsection 1 to the person receiving the settlement.2If the tender of settlement is not by a medium authorized by subsection 1 or the time of settlement is not fixed by subsection 1, no settlement occurs until the tender of settlement is accepted by the person receiving settlement.3If settlement for an item is made by cashier’s check or teller’s check and the person receiving settlement, before its midnight deadline:apresents or forwards the check for collection, settlement is final when the check is finally paid; orbfails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.4If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item.[C66, 71, 73, 75, 77, 79, 81, §554.4211]94 Acts, ch 1167, §98, 120, 122C95, §554.4213554.4214Right of charge-back or refund — liability of collecting bank — return of item.1If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or otherwise to receive settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer’s account, or obtain refund from its customer whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank’s midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit, or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge back, and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.2A collecting bank returns an item when it is sent or delivered to the bank’s customer or transferor or pursuant to its instructions.3A depositary bank that is also the payor may charge back the amount of an item to its customer’s account or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (section 554.4301).4The right to charge back is not affected by:aprevious use of a credit given for the item; orbfailure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable.5A failure to charge back or claim refund does not affect other rights of the bank against the customer or any other party.6If credit is given in dollars as the equivalent of the value of an item payable in foreign money, the dollar amount of any charge-back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge-back or refund learns that it will not receive payment in ordinary course.[C66, 71, 73, 75, 77, 79, 81, §554.4212]94 Acts, ch 1167, §99, 120, 122C95, §554.4214554.4215Final payment of item by payor bank — when provisional debits and credits become final — when certain credits become available for withdrawal.1An item is finally paid by a payor bank when the bank has first done any of the following:apaid the item in cash;bsettled for the item without having a right to revoke the settlement under statute, clearing-house rule, or agreement; orcmade a provisional settlement for the item and failed to revoke the settlement in the time and manner permitted by statute, clearing-house rule, or agreement.2If provisional settlement for an item does not become final, the item is not finally paid.3If provisional settlement for an item between the presenting and payor banks is made through a clearing house or by debits or credits in an account between them, then to the extent that provisional debits or credits for the item are entered in accounts between the presenting and payor banks or between the presenting and successive prior collecting banks seriatim, they become final upon final payment of the item by the payor bank.4If a collecting bank receives a settlement for an item which is or becomes final, the bank is accountable to its customer for the amount of the item and any provisional credit given for the item in an account with its customer becomes final.5Subject to applicable law stating a time for availability of funds and any right of the bank to apply the credit to an obligation of the customer, credit given by a bank for an item in a customer’s account becomes available for withdrawal as of right:aif the bank has received a provisional settlement for the item, when the settlement becomes final and the bank has had a reasonable time to receive return of the item and the item has not been received within that time;bif the bank is both the depositary bank and the payor bank, and the item is finally paid, at the opening of the bank’s second banking day following receipt of the item.6Subject to applicable law stating a time for availability of funds and any right of a bank to apply a deposit to an obligation of the depositor, a deposit of money becomes available for withdrawal as of right at the opening of the bank’s next banking day after receipt of the deposit.[C66, 71, 73, 75, 77, 79, 81, §554.4213]94 Acts, ch 1167, §100, 120, 122C95, §554.421595 Acts, ch 49, §17; 95 Acts, ch 67, §44; 2013 Acts, ch 30, §261554.4216Insolvency and preference.1If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid, the item must be returned by the receiver, trustee, or agent in charge of the closed bank to the presenting bank or the closed bank’s customer.2If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has a preferred claim against the payor bank.3If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement’s becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events.4If a collecting bank receives from subsequent parties settlement for an item which settlement is or becomes final and the bank suspends payments without making a settlement for the item with its customer which settlement is or becomes final, the owner of the item has a preferred claim against the collecting bank.[C66, 71, 73, 75, 77, 79, 81, §554.4214]94 Acts, ch 1167, §101, 120, 122C95, §554.42163COLLECTION OF ITEMS:PAYOR BANKS554.4301Deferred posting — recovery of payment by return of items — time of dishonor — return of items by payor bank.1If a payor settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before midnight of the banking day of receipt, the payor bank may revoke the settlement and recover the payment settlement if, before it has made final payment and before its midnight deadline, itareturns the item; orbsends written notice of dishonor or nonpayment if the item is unavailable for return; and the item or notice includes the reason for dishonor or nonpayment.2If a demand item is received by a payor bank for credit on its books, it may return the item or send notice of dishonor and may revoke any credit given or recover the amount thereof withdrawn by its customer, if it acts within the time limit and in the manner specified in subsection 1.3Unless previous notice of dishonor has been sent, an item is dishonored at the time when for purposes of dishonor it is returned or notice sent in accordance with this section.4An item is returned:aas to an item presented through a clearing house, when it is delivered to the presenting or last collecting bank or to the clearing house or is sent or delivered in accordance with clearing-house rules; orbin all other cases, when it is sent or delivered to the bank’s customer or transferor or pursuant to that customer’s or transferor’s instructions.[C66, 71, 73, 75, 77, 79, 81, §554.4301]94 Acts, ch 1167, §104, 122554.4302Payor bank’s responsibility for late return of item.1If an item is presented to and received by a payor bank, the bank is accountable for the amount of:aa demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; orbany other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.2The liability of a payor bank to pay an item pursuant to subsection 1 is subject to defenses based on breach of a presentment warranty (section 554.4208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.[C66, 71, 73, 75, 77, 79, 81, §554.4302]94 Acts, ch 1167, §105, 122554.4303When items subject to notice, stop-payment order, legal process, or setoff — order in which items may be charged or certified.1Any knowledge, notice, or stop-payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate, suspend, or modify the bank’s right or duty to pay an item or to charge its customer’s account for the item if the knowledge, notice, stop-payment order, or legal process is received or served and a reasonable time for the bank to act thereon expires or the setoff is exercised after the earliest of the following:athe bank accepts or certifies the item;bthe bank pays the item in cash;cthe bank settles for the item without having a right to revoke the settlement under statute, clearing-house rule, or agreement;dthe bank becomes accountable for the amount of the item under section 554.4302 dealing with the payor bank’s responsibility for late return of items; orewith respect to checks, a cutoff hour no earlier than one hour after the opening of the next banking day after the banking day on which the bank received the check and no later than the close of that next banking day or, if no cutoff hour is fixed, the close of the next banking day after the banking day on which the bank received the check.2Subject to subsection 1 items may be accepted, paid, certified, or charged to the indicated account of its customer in any order.[C31, 35, §9266-d1; C39, §9266.1; C46, 50, 54, 58, 62, §528.62; C66, 71, 73, 75, 77, 79, 81, §554.4303]94 Acts, ch 1167, §106, 1224RELATIONSHIP BETWEEN PAYOR BANKAND ITS CUSTOMER554.4401When bank may charge customer’s account.1A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.2A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.3A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in section 554.4403, subsection 2, for stop-payment orders, and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in section 554.4303. If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under section 554.4402.4A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to:athe original terms of the customer’s altered item; orbthe terms of the customer’s completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.[C66, 71, 73, 75, 77, 79, 81, §554.4401]94 Acts, ch 1167, §107, 122; 95 Acts, ch 67, §45554.4402Bank’s liability to customer for wrongful dishonor — time of determining insufficiency of account.1Except as otherwise provided in this Article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.2A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.3A payor bank’s determination of the customer’s account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purposes of reevaluating the bank’s decision to dishonor the item, the account balance at the time is determinative of whether a dishonor for insufficiency of available funds is wrongful.[C66, 71, 73, 75, 77, 79, 81, §554.4402]94 Acts, ch 1167, §108, 122554.4403Customer’s right to stop payment — burden of proof of loss.1A customer or any person authorized to draw on the account if there is more than one person may stop payment of an item drawn on the customer’s account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in section 554.4303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.2A stop-payment order is effective for six months, but it lapses after fourteen calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six-month periods by a writing given to the bank within a period during which the stop-payment order is effective.2AIn addition to a stop-payment order made or renewed in writing as described in subsection 2, an equivalent stop-payment order may also be made or renewed as part of a record that is stored in an electronic medium, and submitted to the bank, which may include delivery via electronic transmission. 3The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under section 554.4402.[C31, 35, §9266-d1; C39, §9266.1; C46, 50, 54, 58, 62, §528.62; C66, 71, 73, 75, 77, 79, 81, §554.4403]94 Acts, ch 1167, §109, 122; 2018 Acts, ch 1016, §1554.4404Bank not obligated to pay check more than six months old.A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months after its date, but it may charge its customer’s account for a payment made thereafter in good faith.[C66, 71, 73, 75, 77, 79, 81, §554.4404]554.4405Death or incompetence of customer.1A payor or collecting bank’s authority to accept, pay, or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incompetence of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incompetence. Neither death nor incompetence of a customer revokes the authority to accept, pay, collect or account until the bank knows of the fact of death or of an adjudication of incompetence and has reasonable opportunity to act on it.2Even with knowledge, a bank may for ten days after the date of death pay or certify checks drawn on or before that date unless ordered to stop payment by a person claiming an interest in the account.[S13, §3060-a76; C24, 27, 31, 35, 39, §9536; C46, 50, 54, 58, 62, §541.76; C66, 71, 73, 75, 77, 79, 81, §554.4405]94 Acts, ch 1167, §110, 122554.4406Customer’s duty to discover and report unauthorized signature or alteration.1A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information, if the item is described by item number, amount, and date of payment.2If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.3If a bank sends or makes available a statement of account or items pursuant to subsection 1, the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts.4If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection 3, the customer is precluded from asserting against the bank:athe customer’s unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; andbthe customer’s unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding sixty days, in which to examine the item or statement of account and notify the bank.5If subsection 4 applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection 3 and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection 4 does not apply.6Without regard to care or lack of care of either the customer or the bank, a customer who does not within one year after the statement or items are made available to the customer (subsection 1) discover and report the customer’s unauthorized signature on or any alteration on the item is precluded from asserting against the bank the unauthorized signature or alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under section 554.4208 with respect to the unauthorized signature or alteration to which the preclusion applies.[C66, 71, 73, 75, 77, 79, 81, §554.4406]94 Acts, ch 1167, §111, 122; 2011 Acts, ch 87, §5554.4407Payor bank’s right to subrogation on improper payment.If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances giving a basis for objection by the drawer or maker, to prevent unjust enrichment and only to the extent necessary to prevent loss to the bank by reason of its payment of the item, the payor bank is subrogated to the rights1of any holder in due course on the item against the drawer or maker;2of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and3of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose.[C66, 71, 73, 75, 77, 79, 81, §554.4407]94 Acts, ch 1167, §112, 122; 2009 Acts, ch 41, §2635COLLECTION OF DOCUMENTARY DRAFTS554.4501Handling of documentary drafts — duty to send for presentment and to notify customer of dishonor.A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.[C66, 71, 73, 75, 77, 79, 81, §554.4501]94 Acts, ch 1167, §113, 122554.4502Presentment of “on arrival” drafts.If a draft or the relevant instructions require presentment “on arrival”, “when goods arrive” or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.[C66, 71, 73, 75, 77, 79, 81, §554.4502]94 Acts, ch 1167, §114, 122554.4503Responsibility of presenting bank for documents and goods — report of reasons for dishonor — referee in case of need.1Unless otherwise instructed and except as provided in Article 5, a bank presenting a documentary draft:amust deliver the documents to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment; andbupon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need designated in the draft or, if the presenting bank does not choose to utilize the referee’s services, it must use diligence and good faith to ascertain the reason for dishonor, must notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor, and must request instructions.2However, the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for those expenses.[S13, §3060-a131, 3138-b40; C24, 27, 31, 35, 39, §8285, 9592; C46, 50, 54, 58, 62, §487.41, 541.132; C66, 71, 73, 75, 77, 79, 81, §554.4503]94 Acts, ch 1167, §115, 122; 2009 Acts, ch 41, §263554.4504Privilege of presenting bank to deal with goods — security interest for expenses.1A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.2For its reasonable expenses incurred by action under subsection 1 the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller’s lien.[C66, 71, 73, 75, 77, 79, 81, §554.4504]94 Acts, ch 1167, §116, 1224AFUNDS TRANSFERSArticle on Funds Transfers codified as Article 12;92 Acts, ch 1146, §1 – 385LETTERS OF CREDIT554.5101Short title.This Article shall be known and may be cited as Uniform Commercial Code — Letters of Credit.[C66, 71, 73, 75, 77, 79, 81, §554.5101]554.5102Definitions.1In this Article unless the context otherwise requires:a“Adviser” means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended.b“Applicant” means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer.c“Beneficiary” means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.d“Confirmer” means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.e“Dishonor” of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.f“Document” means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in section 554.5108, subsection 5, and which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.g“Good faith” means honesty in fact in the conduct or transaction concerned.h“Honor” of a letter of credit means performance of the issuer’s undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, “honor” occurs1upon payment,2if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or3if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.i“Issuer” means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.j“Letter of credit” means a definite undertaking that satisfies the requirements of section 554.5104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.k“Nominated person” means a person whom the issuer designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and undertakes by agreement or custom and practice to reimburse.l“Presentation” means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.m“Presenter” means a person making a presentation as or on behalf of a beneficiary or nominated person.n“Record” means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form.o“Successor of a beneficiary” means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.2Definitions in other Articles applying to this Article and the sections in which they appear are:a“Accept” or “Acceptance” Section 554.3409b“Value” Sections 554.3303, 554.42113Article 1 contains certain additional general definitions and principles of construction and interpretation applicable throughout this Article.[C66, 71, 73, 75, 77, 79, 81, §554.5102]96 Acts, ch 1026, §1, 28; 2012 Acts, ch 1023, §157; 2013 Acts, ch 30, §261554.5103Scope.1This Article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.2The statement of a rule in this Article does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this Article.3With the exception of this subsection, subsections 1 and 4, section 554.5102, subsection 1, paragraphs “i” and “j”, section 554.5106, subsection 4, and section 554.5114, subsection 4, and except to the extent prohibited in section 554.1302 and section 554.5117, subsection 4, the effect of this Article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this Article.4Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.[C66, 71, 73, 75, 77, 79, 81, §554.5103]94 Acts, ch 1167, §117, 122; 96 Acts, ch 1026, §2, 28; 2007 Acts, ch 41, §28554.5104Formal requirements.A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record.[C66, 71, 73, 75, 77, 79, 81, §554.5104]96 Acts, ch 1026, §3, 28; 2012 Acts, ch 1023, §146; 2024 Acts, ch 1023, §26554.5105Consideration.Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.[C66, 71, 73, 75, 77, 79, 81, §554.5105]96 Acts, ch 1026, §4, 28554.5106Issuance, amendment, cancellation, and duration.1A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.2After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.3If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.4A letter of credit that states that it is perpetual expires five years after its stated date of issuance or, if none is stated, after the date on which it is issued.[C66, 71, 73, 75, 77, 79, 81, §554.5106]96 Acts, ch 1026, §5, 28554.5107Confirmer, nominated person, and adviser.1A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.2A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.3A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.4A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection 3. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.[C66, 71, 73, 75, 77, 79, 81, §554.5107]96 Acts, ch 1026, §6, 28554.5108Issuer’s rights and obligations.1Except as otherwise provided in section 554.5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection 5, appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in section 554.5113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.2An issuer has a reasonable time after presentation, but not beyond the end of the seventh business day of the issuer after the day of its receipt of documents:ato honor,bif the letter of credit provides for honor to be completed more than seven business days after presentation, to accept a draft or incur a deferred obligation, orcto give notice to the presenter of discrepancies in the presentation.3Except as otherwise provided in subsection 4, an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.4Failure to give the notice specified in subsection 2 or to mention fraud, forgery, or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in section 554.5109, subsection 1, or expiration of the letter of credit before presentation.5An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Determination of the issuer’s observance of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.6An issuer is not responsible for:athe performance or nonperformance of the underlying contract, arrangement, or transaction,ban act or omission of others, orcobservance or knowledge of the usage of a particular trade other than the standard practice referred to in subsection 5.7If an undertaking constituting a letter of credit under section 554.5102, subsection 1, paragraph “j”, contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.8An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.9An issuer that has honored a presentation as permitted or required by this Article:ais entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;btakes the documents free of claims of the beneficiary or presenter;cis precluded from asserting a right of recourse on a draft under sections 554.3414 and 554.3415;dexcept as otherwise provided in sections 554.5110 and 554.5117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender which are apparent on the face of the presentation; andeis discharged to the extent of its performance under the letter of credit unless the issuer honored a presentation in which a required signature of a beneficiary was forged.[C66, 71, 73, 75, 77, 79, 81, §554.5108]96 Acts, ch 1026, §7, 28554.5109Fraud and forgery.1If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:athe issuer shall honor the presentation, if honor is demanded by a nominated person who has given value in good faith and without notice of forgery or material fraud, a confirmer who has honored its confirmation in good faith, a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; andbthe issuer, acting in good faith, may honor or dishonor the presentation in any other case.2If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:athe relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;ba beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;call of the conditions to entitle a person to the relief under the law of this state have been met; anddon the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subsection 1, paragraph “a”.[C66, 71, 73, 75, 77, 79, 81, §554.5109]96 Acts, ch 1026, §8, 28; 2013 Acts, ch 30, §261554.5110Warranties.1If its presentation is honored, the beneficiary warrants:ato the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in section 554.5109, subsection 1; andbto the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.2The warranties in subsection 1 are in addition to warranties arising under Articles 3, 4, 7, and 8 because of the presentation or transfer of documents covered by any of those Articles.[C66, 71, 73, 75, 77, 79, 81, §554.5110]96 Acts, ch 1026, §9, 28554.5111Remedies.1If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer’s obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant’s election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant’s recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.2If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.3If an adviser or nominated person other than a confirmer breaches an obligation under this Article or an issuer breaches an obligation not covered in subsection 1 or 2, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections 1 and 2.4An issuer, nominated person, or adviser who is found liable under subsection 1, 2, or 3 shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.5Reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this Article.6Damages that would otherwise be payable by a party for breach of an obligation under this Article may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.[C66, 71, 73, 75, 77, 79, 81, §554.5111]96 Acts, ch 1026, §10, 28554.5112Transfer of letter of credit.1Except as otherwise provided in section 554.5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.2Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:athe transfer would violate applicable law; orbthe transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in section 554.5108, subsection 5, or is otherwise reasonable under the circumstances.[C66, 71, 73, 75, 77, 79, 81, §554.5112]96 Acts, ch 1026, §11, 28554.5113Transfer by operation of law.1A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.2A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection 5, an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in section 554.5108, subsection 5, or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.3An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.4Honor of a purported successor’s apparently complying presentation under subsection 1 or 2 has the consequences specified in section 554.5108, subsection 9, even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of section 554.5109.5An issuer whose rights of reimbursement are not covered by subsection 4 or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection 2.6A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.[C66, 71, 73, 75, 77, 79, 81, §554.5113]96 Acts, ch 1026, §12, 28554.5114Assignment of proceeds.1In this section, “proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.2A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.3An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.4An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.5Rights of a transferee beneficiary or nominated person are independent of the beneficiary’s assignment of the proceeds of a letter of credit and are superior to the assignee’s right to the proceeds.6Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer’s or nominated person’s payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary’s rights to proceeds is governed by Article 9 or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary’s right to proceeds and its perfection are governed by Article 9 or other law.[C66, 71, 73, 75, 77, 79, 81, §554.5114]89 Acts, ch 113, §55; 96 Acts, ch 1026, §13, 28554.5115Statute of limitations.An action to enforce a right or obligation arising under this Article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.[C66, 71, 73, 75, 77, 79, 81, §554.5115]96 Acts, ch 1026, §14, 28554.5116Choice of law and forum.1The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.2Unless subsection 1 applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued. 3For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subsection 4.4A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.5Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the uniform customs and practice for documentary credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If this Article would govern the liability of an issuer, nominated person, or adviser under subsection 1 or 2, the relevant undertaking incorporates rules of custom or practice, and there is conflict between this Article and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in section 554.5103, subsection 3.6If there is conflict between this Article and Article 3, 4, 9, or 12, this Article governs.7The forum for settling disputes arising out of an undertaking within this Article may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection 1.[C66, 71, 73, 75, 77, 79, 81, §554.5116]96 Acts, ch 1026, §15, 28; 97 Acts, ch 23, §69; 2013 Acts, ch 30, §261; 2024 Acts, ch 1023, §27554.5117Subrogation of issuer, applicant, and nominated person.1An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.2An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection 1.3A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:athe issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;bthe beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; andcthe applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.4Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections 1 and 2 do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subsection 3 do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.[C66, 71, 73, 75, 77, 79, 81, §554.5117]96 Acts, ch 1026, §16, 28554.5118Security interest of issuer or nominated person.1An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.2So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection 1, the security interest continues and is subject to Article 9, but:aa security agreement is not necessary to make the security interest enforceable under section 554.9203, subsection 2, paragraph “c”;bif the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; andcif the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.2000 Acts, ch 1149, §147, 1876BULK TRANSFERS7DOCUMENTS OF TITLE2007 amendments to this Article apply to a documentof title issued or a bailment that arises on or afterJuly 1, 2007; for law governing a document of titleissued, a bailment that arose, or a cause of actionthat accrued prior to July 1, 2007, see Code 2007;2007 Acts, ch 30, §45, 461GENERAL554.7101Short title.This Article may be cited as Uniform Commercial Code — Documents of Title.[S13, §3138-b56; C24, 27, 31, 35, 39, §8299; C46, 50, 54, 58, 62, §487.55; C66, 71, 73, 75, 77, 79, 81, §554.7101]2007 Acts, ch 30, §1, 45, 46554.7102Definitions and index of definitions.1In this Article, unless the context otherwise requires:a“Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.b“Carrier” means a person that issues a bill of lading.c“Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.d“Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.e“Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.f“Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.g“Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.h“Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.i“Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.jReserved.kReserved.l“Shipper” means a person that enters into a contract of transportation with a carrier.m“Warehouse” means a person engaged in the business of storing goods for hire.2Definitions in other Articles applying to this Article and the sections in which they appear are:a“Contract for sale”Section 554.2106b“Lessee in ordinary course of business”Section 554.13103c“Receipt” of goodsSection 554.21033In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.[R60, §1903; C73, §2180; C97, §3132; S13, §3138-a58, -b52; C24, 27, 31, 35, 39, §8297, 9718, 10005, 10325; C46, 50, 54, 58, 62, §487.54, 542.58, 554.77, 575.1; C66, 71, 73, 75, 77, 79, 81, §554.7102]2007 Acts, ch 30, §2, 45, 46; 2024 Acts, ch 1023, §28554.7103Relation of Article to treaty or statute.1This Article is subject to any treaty or statute of the United States or regulatory statute of this state to the extent that the treaty, statute, or regulatory statute is applicable.2This Article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this Article. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.3This Article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) but does not modify, limit, or supersede §101(c) of that Act (15 U.S.C. §7001(c)) or authorize electronic delivery of any of the notices described in §103(b) of that Act (15 U.S.C. §7003(b)).4To the extent there is a conflict between chapter 554D, the Uniform Electronic Transactions Act, and this Article, this Article governs.[C66, 71, 73, 75, 77, 79, 81, §554.7103]2007 Acts, ch 30, §3, 45, 46554.7104Negotiable and nonnegotiable document of title.1Except as otherwise provided in subsection 3, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.2A document of title other than the one described in subsection 1 is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.3A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.[S13, §3138-a2 – a5, -a7, -b1 – b4, -b7, -b8, -b52; C24, 27, 31, 35, 39, §8246 – 8249, 8253, 8254, 8297, 9662 – 9665, 9667, 9956, 9959, 10005; C46, 50, 54, 58, 62, §487.2 – 487.5, 487.8, 487.9, 487.54, 542.2 – 542.5, 542.7, 554.28, 554.31, 554.77; C66, 71, 73, 75, 77, 79, 81, §554.7104]2007 Acts, ch 30, §4, 45, 46554.7105Reissuance in alternative medium.1Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:athe person entitled under the electronic document surrenders control of the document to the issuer; andbthe tangible document when issued contains a statement that it is issued in substitution for the electronic document.2Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection 1:athe electronic document ceases to have any effect or validity; andbthe person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.3Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:athe person entitled under the tangible document surrenders possession of the document to the issuer; andbthe electronic document when issued contains a statement that it is issued in substitution for the tangible document.4Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection 3:athe tangible document ceases to have any effect or validity; andbthe person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.[C66, 71, 73, 75, 77, 79, 81, §554.7105]2007 Acts, ch 30, §5, 45, 46554.7106Control of electronic document of title.1A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.2A system satisfies subsection 1, and a person has control of an electronic document of title, if the document is created, stored, and transferred in a manner that:aa single authoritative copy of the document exists which is unique, identifiable, and, except as otherwise provided in paragraphs “d”, “e”, and “f”, unalterable;bthe authoritative copy identifies the person asserting control as:1the person to which the document was issued; or2if the authoritative copy indicates that the document has been transferred, the person to which the document was most recently transferred;cthe authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;dcopies or amendments that add or change an identified transferee of the authoritative copy can be made only with the consent of the person asserting control;eeach copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; andfany amendment of the authoritative copy is readily identifiable as authorized or unauthorized.3A system satisfies subsection 1, and a person has control of an electronic document of title, if an authoritative electronic copy of the document, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:aenables the person readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;benables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the person to which each authoritative electronic copy was issued or transferred; andcgives the person exclusive power, subject to subsection 4, to:1prevent others from adding or changing the person to which each authoritative electronic copy has been issued or transferred; and2transfer control of each authoritative electronic copy.4Subject to subsection 5, a power is exclusive under subsection 3, paragraph “c”, subparagraphs (1) and (2), even if:athe authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the document of title or has a protocol that is programmed to cause a change, including a transfer or loss of control; orbthe power is shared with another person.5A power of a person is not shared with another person under subsection 4, paragraph “b”, and the person’s power is not exclusive if:athe person can exercise the power only if the power also is exercised by the other person; andbthe other person:1can exercise the power without exercise of the power by the person; or2is the transferor to the person of an interest in the document of title.6If a person has the powers specified in subsection 3, paragraph “c”, subparagraphs (1) and (2), the powers are presumed to be exclusive.7A person has control of an electronic document of title if another person, other than the transferor to the person of an interest in the document:ahas control of the document and acknowledges that it has control on behalf of the person; orbobtains control of the document after having acknowledged that it will obtain control of the document on behalf of the person.8A person that has control under this section is not required to acknowledge that it has control on behalf of another person.9If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.2007 Acts, ch 30, §6, 45, 46; 2024 Acts, ch 1023, §292WAREHOUSE RECEIPTS:SPECIAL PROVISIONS554.7201Person that may issue a warehouse receipt — storage under bond.1A warehouse receipt may be issued by any warehouse.2If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.[S13, §3138-a1; C24, 27, 31, §9661, 9740; C35, §9661, 9751-g23; C39, §9661, 9751.23; C46, 50, 54, 58, 62, §542.1, 543.20; C66, 71, 73, 75, 77, 79, 81, §554.7201]2007 Acts, ch 30, §7, 45, 46554.7202Form of warehouse receipt — effect of omission.1A warehouse receipt need not be in any particular form.2Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:aa statement of the location of the warehouse facility where the goods are stored;bthe date of issue of the receipt;cthe unique identification code of the receipt;da statement whether the goods received will be delivered to the bearer, to a named person, or to a named person or its order;ethe rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt;fa description of the goods or the packages containing them;gthe signature of the warehouse or its agent;hif the receipt is issued for goods that the warehouse owns, either solely, jointly, or in common with others, a statement of the fact of that ownership; andia statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of advances made or liabilities incurred, at the time of the issue of the receipt, is unknown to the warehouse or to its agent that issued the receipt, in which case a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.3A warehouse may insert in its receipt any terms that are not contrary to this chapter and do not impair its obligation of delivery under section 554.7403 or its duty of care under section 554.7204. Any contrary provision is ineffective.[S13, §3138-a2, -a7; C24, 27, 31, 35, §975-g19; C39, §9662, 9667, 9751.19; C46, 50, 54, 58, 62, §542.2, 542.7, 543.21; C66, 71, 73, 75, 77, 79, 81, §554.7202]2007 Acts, ch 30, §8, 45, 46554.7203Liability for nonreceipt or misdescription.A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that:1the document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as the case in which the description is in terms of marks or labels or kind, quantity, or condition, or the receipt or description is qualified by “contents, condition, and quality unknown”, “said to contain”, or words of similar import, if the indication is true; or2the party or purchaser otherwise has notice of the nonreceipt or misdescription.[S13, §3138-a20; C24, 27, 31, 35, 39, §9680; C46, 50, 54, 58, 62, §542.20; C66, 71, 73, 75, 77, 79, 81, §554.7203]2007 Acts, ch 30, §9, 45, 46554.7204Duty of care — contractual limitation of warehouse’s liability.1A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.2Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse’s liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse’s liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.3Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.4This section does not modify or repeal any provision under chapter 203, 203C, or 203D.[S13, §3138-a3, -a21, -a24; C24, 27, 31, 35, 39, §9663, 9681, 9684; C46, 50, 54, 58, 62, §542.3, 542.21, 542.24; C66, 71, 73, 75, 77, 79, 81, §554.7204]2007 Acts, ch 30, §10, 45, 46554.7205Title under warehouse receipt defeated in certain cases.A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.[C66, 71, 73, 75, 77, 79, 81, §554.7205]2007 Acts, ch 30, §11, 45, 46554.7206Termination of storage at warehouse’s option.1A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than thirty days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell them pursuant to section 554.7210.2If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in subsection 1 and section 554.7210, the warehouse may specify in the notice given under subsection 1 any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting.3If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities, or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.4A warehouse shall deliver the goods to any person entitled to them under this Article upon due demand made at any time before sale or other disposition under this section.5A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to which the warehouse would have been bound to deliver the goods.[S13, §3138-a34; C24, 27, 31, §9694; C35, §9694, 9751-g21; C39, §9694, 9751.21; C46, 50, 54, 58, 62, §542.34, 543.23; C66, 71, 73, 75, 77, 79, 81, §554.7206]2007 Acts, ch 30, §12, 45, 46554.7207Goods must be kept separate — fungible goods.1Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.2If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner’s share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.[S13, §3138-a22, -a23, -a24; C24, 27, 31, 35, 39, §9682 – 9684; C46, 50, 54, 58, 62, §542.22 – 542.24; C66, 71, 73, 75, 77, 79, 81, §554.7207]2007 Acts, ch 30, §13, 45, 46554.7208Altered warehouse receipts.If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.[S13, §3138-a13; C24, 27, 31, 35, 39, §9673; C46, 50, 54, 58, 62, §542.13; C66, 71, 73, 75, 77, 79, 81, §554.7208]2007 Acts, ch 30, §14, 45, 46554.7209Lien of warehouse.1A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered in the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse’s lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.2A warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection 1, such as for money advanced and interest. The security interest is governed by Article 9.3A warehouse’s lien for charges and expenses under subsection 1 or a security interest under subsection 2 is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good-faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or perfected security interest in the goods and that did not:adeliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:1actual or apparent authority to ship, store, or sell;2power to obtain delivery under section 554.7403; or3power of disposition under section 554.2403, 554.9320, 554.9321, subsection 3, section 554.13304, subsection 2, or section 554.13305, subsection 2, or other statute or rule of law; orbacquiesce in the procurement by the bailor or its nominee of any document.4A warehouse’s lien on household goods for charges and expenses in relation to the goods under subsection 1 is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, “household goods” means furniture, furnishings, or personal effects used by the depositor in a dwelling.5A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.[R60, §1898, 1899; C73, §2177, 2178; C97, §3130; S13, §3138-a27, -a28, -a29, -a30, -a31, -a32; C24, 27, 31, §9687 – 9692, 9741, 10326; C35, §9687 – 9692, 9751-g24, 10326; C39, §9687 – 9692, 9751.24, 10326; C46, 50, 54, 58, 62, §542.27 – 542.32, 543.24, 543.25, 575.2; C66, 71, 73, 75, 77, 79, 81, §554.7209]2007 Acts, ch 30, §15, 45, 46554.7210Enforcement of warehouse’s lien.1Except as otherwise provided in subsection 2, a warehouse’s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.2A warehouse may enforce its lien on goods, other than goods stored by a merchant in the course of its business, only if the following requirements are satisfied:aAll persons known to claim an interest in the goods must be notified.bThe notification must include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than ten days after receipt of the notification, and a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold by auction at a specified time and place.cThe sale must conform to the terms of the notification.dThe sale must be held at the nearest suitable place to where the goods are held or stored.eAfter the expiration of the time given in the notification, an advertisement of the sale must be published once a week for two weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement must include a description of the goods, the name of the person on whose account the goods are being held, and the time and place of the sale. The sale must take place at least fifteen days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least ten days before the sale in not fewer than six conspicuous places in the neighborhood of the proposed sale.3Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the warehouse subject to the terms of the receipt and this Article.4A warehouse may buy at any public sale held pursuant to this section.5A purchaser in good faith of goods sold to enforce a warehouse’s lien takes the goods free of any rights of persons against which the lien was valid, despite the warehouse’s noncompliance with this section.6A warehouse may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the warehouse would have been bound to deliver the goods.7The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.8If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with subsection 1 or 2.9A warehouse is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.[R60, §1899 – 1904; C73, §2177 – 2181; C97, §3130 – 3133; S13, §3131, 3138-a33, -a35, -a36; C24, 27, 31, §9693, 9695, 9696, 9741, 10327 – 10330, 10333 – 10335; C35, §9693, 9695, 9696, 9751-g24, 10327 – 10330, 10333 – 10335; C39, §9646, 9693, 9695, 9751.24, 10327, 10330, 10333 – 10335; C46, 50, 54, 58, 62, §542.33, 542.35, 542.36, 543.24 – 543.26, 575.3 – 575.6, 575.9 – 575.11; C66, 71, 73, 75, 77, 79, 81, §554.7210]2007 Acts, ch 30, §16, 45, 463BILLS OF LADING:SPECIAL PROVISIONS554.7301Liability for nonreceipt or misdescription — “said to contain” — “shipper’s weight, load, and count” — improper handling.1A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by “contents or condition of contents of packages unknown”, “said to contain”, “shipper’s weight, load, and count”, or words of similar import, if that indication is true.2If goods are loaded by the issuer of a bill of lading,athe issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; andbwords such as “shipper’s weight, load, and count”, or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed in packages.3If bulk goods are loaded by a shipper that makes available to the issuer of a bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper’s request in a record to do so. In that case, “shipper’s weight” or words of similar import are ineffective.4The issuer of a bill of lading, by including in the bill the words “shipper’s weight, load, and count”, or words of similar import, may indicate that the goods were loaded by the shipper, and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.5A shipper guarantees to an issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition, and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of indemnity does not limit the issuer’s responsibility or liability under the contract of carriage to any person other than the shipper.[S13, §2074-b, 3138-b22; C24, 27, 31, 35, 39, §8267, 10980; C46, 50, 54, 58, 62, §487.23, 613.6; C66, 71, 73, 75, 77, 79, 81, §554.7301]2007 Acts, ch 30, §17, 45, 46554.7302Through bills of lading and similar documents of title.1The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.2If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person’s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.3The issuer of a through bill of lading or other document of title described in subsection 1 is entitled to recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:athe amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment, or transcript of judgment; andbthe amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.[C66, 71, 73, 75, 77, 79, 81, §554.7302]2007 Acts, ch 30, §18, 45, 46554.7303Diversion — reconsignment — change of instructions.1Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from:athe holder of a negotiable bill;bthe consignor on a nonnegotiable bill, even if the consignee has given contrary instructions;cthe consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; ordthe consignee on a nonnegotiable bill if the consignee is entitled as against the consignor to dispose of the goods.2Unless instructions described in subsection 1 are included in a negotiable bill of lading, a person to which the bill is duly negotiated may hold the bailee according to the original terms.[C66, 71, 73, 75, 77, 79, 81, §554.7303]2007 Acts, ch 30, §19, 45, 46554.7304Tangible bills of lading in a set.1Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.2If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill.3If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier’s obligation by surrendering its part.4A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.5The bailee shall deliver in accordance with part 4 against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee’s obligation on the whole bill.[S13, §3138-b5; C24, 27, 31, 35, 39, §8250; C46, 50, 54, 58, 62, §487.6; C66, 71, 73, 75, 77, 79, 81, §554.7304]2007 Acts, ch 30, §20, 45, 46; 2017 Acts, ch 54, §64554.7305Destination bills.1Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.2Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to section 554.7105, may procure a substitute bill to be issued at any place designated in the request.[C66, 71, 73, 75, 77, 79, 81, §554.7305]2007 Acts, ch 30, §21, 45, 46554.7306Altered bills of lading.An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.[S13, §3138-b15; C24, 27, 31, 35, 39, §8260; C46, 50, 54, 58, 62, §487.16; C66, 71, 73, 75, 77, 79, 81, §554.7306]554.7307Lien of carrier.1A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier’s lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.2A lien for charges and expenses under subsection 1 on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection 1 is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.3A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.[R60, §1898, 1899; C73, §2177, 2178; C97, §3130; S13, §3138-a27 – 32, -b25; C24, 27, 31, 35, 39, §8270, 9687 – 9692, 10326; C46, 50, 54, 58, 62, §487.26, 542.27 – 542.32, 575.2; C66, 71, 73, 75, 77, 79, 81, §554.7307]2007 Acts, ch 30, §22, 45, 46554.7308Enforcement of carrier’s lien.1A carrier’s lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.2Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this Article.3A carrier may buy at any public sale pursuant to this section.4A purchaser in good faith of goods sold to enforce a carrier’s lien takes the goods free of any rights of persons against which the lien was valid, despite the carrier’s noncompliance with this section.5A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.6The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.7A carrier’s lien may be enforced pursuant to either subsection 1 or the procedure set forth in section 554.7210, subsection 2.8A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.[R60, §1899 – 1904; C73, §2177 – 2181; C97, §3130 – 3133; S13, §3131, 3138-a33, -b26; C24, 27, 31, 35, 39, §8271, 9693, 10327 – 10336; C46, 50, 54, 58, 62, §487.27, 542.33, 575.3 – 575.7, 575.9 – 575.12; C66, 71, 73, 75, 77, 79, 81, §554.7308]2007 Acts, ch 30, §23, 45, 46554.7309Duty of care — contractual limitation of carrier’s liability.1A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.2Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier’s liability may not exceed a value stated in the bill or transportation agreement if the carrier’s rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier’s liability for conversion to its own use.3Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.[S13, §2074-b, 3138-b2; C24, 27, 31, 35, 39, §8247, 10980; C46, 50, 54, 58, 62, §487.3, 613.6; C66, 71, 73, 75, 77, 79, 81, §554.7309]2007 Acts, ch 30, §24, 45, 464WAREHOUSE RECEIPTS ANDBILLS OF LADING:GENERAL OBLIGATIONS554.7401Irregularities in issue of receipt or bill or conduct of issuer.The obligations imposed by this Article on an issuer apply to a document of title even if:1the document does not comply with the requirements of this Article or of any other statute, rule, or regulation regarding its issuance, form, or content;2the issuer violated laws regulating the conduct of its business;3the goods covered by the document were owned by the bailee when the document was issued; or4the person issuing the document is not a warehouse but the document purports to be a warehouse receipt.[S13, §3138-a20, -b22; C24, 27, 31, 35, 39, §8267, 9680; C46, 50, 54, 58, 62, §487.23, 542.20; C66, 71, 73, 75, 77, 79, 81, §554.7401]2007 Acts, ch 30, §25, 45, 46554.7402Duplicate document of title — overissue.A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to section 554.7105. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.[S13, §3138-a6, -a15, -b6, -b17; C24, 27, 31, 35, 39, §8251, 8262, 9666, 9675; C46, 50, 54, 58, 62, §487.7, 487.18, 542.6, 542.15, 543.20; C66, 71, 73, 75, 77, 79, 81, §554.7402]2007 Acts, ch 30, §26, 45, 46554.7403Obligation of bailee to deliver — excuse.1A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections 2 and 3, unless and to the extent that the bailee establishes any of the following:adelivery of the goods to a person whose receipt was rightful as against the claimant;bdamage to or delay, loss, or destruction of the goods for which the bailee is not liable;cprevious sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse’s lawful termination of storage;dthe exercise by a seller of its right to stop delivery pursuant to section 554.2705 or by a lessor of its right to stop delivery pursuant to section 554.13526;ea diversion, reconsignment, or other disposition pursuant to section 554.7303;frelease, satisfaction or any other personal defense against the claimant; organy other lawful excuse.2A person claiming goods covered by a document of title shall satisfy the bailee’s lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid.3Unless a person claiming the goods is a person against which the document of title does not confer a right under section 554.7503, subsection 1:athe person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; andbthe bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to which the document is duly negotiated.[S13, §3138-a8, -a9, -a10, -a11, -a12, -a16, -a19, -b10, -b11, -b12, -b13, -b14, -b18, -b21; C24, 27, 31, 35, 39, §8255 – 8259, 8263, 8266, 9668 – 9672, 9676, 9679; C46, 50, 54, 58, 62, §487.11 – 487.15, 487.19, 487.22, 542.8 – 542.12, 542.16, 542.19; C66, 71, 73, 75, 77, 79, 81, §554.7403]2007 Acts, ch 30, §27, 45, 46554.7404No liability for good-faith delivery pursuant to document of title.A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this Article is not liable for the goods even if:1the person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods; or2the person to which the bailee delivered the goods did not have authority to receive the goods.[S13, §2074-b, 3138-a10, -b12; C24, 27, 31, 35, 39, §8257, 9670, 10980; C46, 50, 54, 58, 62, §487.13, 542.10, 613.6; C66, 71, 73, 75, 77, 79, 81, §554.7404]2007 Acts, ch 30, §28, 45, 465WAREHOUSE RECEIPTS ANDBILLS OF LADING:NEGOTIATION AND TRANSFER554.7501Form of negotiation and requirements of due negotiation.1The following rules apply to a negotiable tangible document of title:aIf the document’s original terms run to the order of a named person, the document is negotiated by the named person’s indorsement and delivery. After the named person’s indorsement in blank or to bearer, any person may negotiate the document by delivery alone.bIf the document’s original terms run to bearer, it is negotiated by delivery alone.cIf the document’s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.dNegotiation of the document after it has been indorsed to a named person requires indorsement by the named person and delivery.eA document is “duly negotiated” if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.2The following rules apply to a negotiable electronic document of title:aIf the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Indorsement by the named person is not required to negotiate the document.bIf the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.cA document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.3Indorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.4The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.[S13, §3138-a37, -a38, -a39, -a40, -a47, -b27, -b28, -b29, -b30, -b37; C24, 27, 31, 35, 39, §8272 – 8275, 8282, 9697 – 9700, 9707, 9957 – 9961, 9967; C46, 50, 54, 58, 62, §487.28 – 487.31, 487.38, 542.37 – 542.40, 542.47, 554.29 – 554.32, 554.39; C66, 71, 73, 75, 77, 79, 81, §554.7501]2007 Acts, ch 30, §29, 45, 46554.7502Rights acquired by due negotiation.1Subject to sections 554.7205 and 554.7503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:atitle to the document;btitle to the goods;call rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; anddthe direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this Article, but in the case of a delivery order, the bailee’s obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.2Subject to section 554.7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee, and are not impaired even if:athe due negotiation or any prior due negotiation constituted a breach of duty;bany person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; orca previous sale or other transfer of the goods or document has been made to a third person.[S13, §3138-a41, -a47, -a48, -a49, -b31, -b37, -b38, -b39, -b41; C24, 27, 31, 35, 39, §8276, 8282 – 8284, 8286, 9701, 9707 – 9709, 9949, 9954, 9962, 9967, 9991; C46, 50, 54, 58, 62, §487.32, 487.38 – 487.40, 487.42, 542.41, 542.47 – 542.49, 554.21, 554.26, 554.34, 554.39, 554.63; C66, 71, 73, 75, 77, 79, 81, §554.7502]2007 Acts, ch 30, §30 – 32, 45, 46554.7503Document of title to goods defeated in certain cases.1A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:adeliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:1actual or apparent authority to ship, store, or sell;2power to obtain delivery under section 554.7403; or3power of disposition under section 554.2403, 554.9320, 554.9321, subsection 3, section 554.13304, subsection 2, or section 554.13305, subsection 2, or other statute or rule of law; orbacquiesce in the procurement by the bailor or its nominee of any document.2Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under section 554.7504 to the same extent as the rights of the issuer or a transferee from the issuer.3Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with part 4 pursuant to its own bill of lading discharges the carrier’s obligation to deliver.[S13, §3138-a41, -b31, -b42; C24, 27, 31, 35, 39, §8276, 8287, 9701, 9962; C46, 50, 54, 58, 62, §487.32, 487.43, 542.41, 554.34; C66, 71, 73, 75, 77, 79, 81, §554.7503]2000 Acts, ch 1149, §148, 187; 2007 Acts, ch 30, §33, 45, 46; 2017 Acts, ch 54, §65554.7504Rights acquired in absence of due negotiation — effect of diversion — stoppage of delivery.1A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.2In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:aby those creditors of the transferor who could treat the transfer as void under section 554.2402 or 554.13308;bby a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer’s rights;cby a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee’s rights; ordas against the bailee, by good-faith dealings of the bailee with the transferor.3A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee’s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee’s rights against the bailee.4Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under section 554.2705, or a lessor under section 554.13526, subject to the requirements of due notification in those sections. A bailee that honors the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.[S13, §3138-a41, -a42, -b31, -b32; C24, 27, 31, 35, 39, §8276, 8277, 9701, 9702, 9959, 9963; C46, 50, 54, 58, 62, §487.32, 487.33, 542.41, 542.42, 554.31, 554.35; C66, 71, 73, 75, 77, 79, 81, §554.7504]2007 Acts, ch 30, §34, 45, 46554.7505Indorser not guarantor for other parties.The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.[S13, §3138-a45, -b35; C24, 27, 31, 35, 39, §8280, 9705, 9966; C46, 50, 54, 58, 62, §487.36, 542.45, 554.38; C66, 71, 73, 75, 77, 79, 81, §554.7505]2007 Acts, ch 30, §35, 45, 46554.7506Delivery without indorsement — right to compel indorsement.The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.[S13, §3138-a43, -b33; C24, 27, 31, 35, 39, §8278, 9703, 9964; C46, 50, 54, 58, 62, §487.34, 542.43, 554.36; C66, 71, 73, 75, 77, 79, 81, §554.7506]2007 Acts, ch 30, §36, 45, 46554.7507Warranties on negotiation or delivery of document of title.If a person negotiates or delivers a document of title for value otherwise than as a mere intermediary under section 554.7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:1the document is genuine;2the transferor does not have knowledge of any fact that would impair the document’s validity or worth; and3the negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.[S13, §3138-a44, -b34, -b36; C24, 27, 31, 35, 39, §8279, 8281, 9704, 9965; C46, 50, 54, 58, 62, §487.35, 487.37, 542.44, 554.37; C66, 71, 73, 75, 77, 79, 81, §554.7507]2007 Acts, ch 30, §37, 45, 46554.7508Warranties of collecting bank as to documents of title.A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.[S13, §3138-a46; C24, 27, 31, 35, 39, §9706; C46, 50, 54, 58, 62, §542.46; C66, 71, 73, 75, 77, 79, 81, §554.7508]2007 Acts, ch 30, §38, 45, 46554.7509Adequate compliance with commercial contract.Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 5, or 13.[C66, 71, 73, 75, 77, 79, 81, §554.7509]2007 Acts, ch 30, §39, 45, 466WAREHOUSE RECEIPTS ANDBILLS OF LADING:MISCELLANEOUS PROVISIONS554.7601Lost, stolen, or destroyed documents of title.1If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant’s posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was not negotiable, the court may require security. The court may also order payment of the bailee’s reasonable costs and attorney’s fees in any action under this subsection.2A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one year after the delivery.[S13, §3138-a14, -b16; C24, 27, 31, 35, 39, §8261, 9674; C46, 50, 54, 58, 62, §487.17, 542.14; C66, 71, 73, 75, 77, 79, 81, §554.7601]2007 Acts, ch 30, §40, 45, 46554.7601ALost, stolen, or destroyed documents — additional requirements.1aIf a warehouse receipt has been lost, stolen, or destroyed, the warehouse shall issue a duplicate upon receipt of:1an affidavit that the warehouse receipt has been lost, stolen, or destroyed.2a bond in an amount at least double the value of the goods at the time of posting the bond, to indemnify any person injured by issuance of the duplicate warehouse receipt who files a notice of claim within one year after delivery of the goods.bA duplicate warehouse receipt shall be plainly marked to indicate that it is a duplicate. A receipt plainly marked as a duplicate is a representation and warranty by the warehouse that the duplicate receipt is an accurate copy of an original receipt properly issued and uncanceled at the date of the issue of the duplicate, but shall not impose upon the warehouse other liability.cA warehouse which in good faith delivers goods to the holder of a duplicate receipt issued in accordance with this subsection is liable to any person injured by the delivery, but only to the extent of the security posted in accordance with paragraph “b” of this subsection.2If a warehouse receipt has been lost or destroyed, the depositor may either remove the goods from the warehouse facility or sell the goods to the warehouse after executing a lost warehouse receipt release on a form prescribed by the department of agriculture and land stewardship. The form shall include an affidavit stating that the warehouse receipt has been lost or destroyed, and the depositor’s undertaking to indemnify the warehouse for any loss incurred as a result of the loss or destruction of the warehouse receipt. The form shall be filed with the department of agriculture and land stewardship.3If a warehouse receipt has been lost or destroyed by a warehouse after delivery of the goods or purchase of the goods by the warehouse, the warehouse shall execute and file with the department of agriculture and land stewardship a notarized affidavit stating that the warehouse receipt has been lost or destroyed by the warehouse after delivery or purchase of the goods by the warehouse. The form of the affidavit shall be prescribed by the department of agriculture and land stewardship.2007 Acts, ch 30, §41, 45, 46; 2008 Acts, ch 1032, §80554.7602Judicial process against goods covered by negotiable document of title.Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document’s negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.[S13, §3138-a25, -b23, -b24; C24, 27, 31, 35, 39, §8268, 8269, 9685, 9968, 9969; C46, 50, 54, 58, 62, §487.24, 487.25, 542.25, 554.40, 554.41; C66, 71, 73, 75, 77, 79, 81, §554.7602]2007 Acts, ch 30, §42, 45, 46554.7603Conflicting claims — interpleader.If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.[S13, §3138-a16, -a17, -a18, -b19, -b20, -b42; C24, 27, 31, 35, 39, §8264, 8265, 8287, 9676 – 9678; C46, 50, 54, 58, 62, §487.20, 487.21, 487.43, 542.16 – 542.18; C66, 71, 73, 75, 77, 79, 81, §554.7603]2007 Acts, ch 30, §43, 45, 468INVESTMENT SECURITIES1SHORT TITLE AND GENERAL MATTERS554.8101Short title.This Article shall be known and may be cited as Uniform Commercial Code — Investment Securities.[C50, 54, 58, 62, §493A.24; C66, 71, 73, 75, 77, 79, 81, §554.8101]554.8102Definitions.1In this Article:a“Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.b“Bearer form”, as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.c“Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.d“Certificated security” means a security that is represented by a certificate.e“Clearing corporation” means:1a person that is registered as a “clearing agency” under the federal securities laws;2a federal reserve bank; or3any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.f“Communicate” means to:1send a signed record; or2transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.g“Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of section 554.8501, subsection 2, paragraph “b” or “c”, that person is the entitlement holder.h“Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.i1“Financial asset”, except as otherwise provided in section 554.8103, means:aa security;ban obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; orcany property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.2As context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.jReserved.k“Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.l“Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.m“Registered form”, as applied to a certificated security, means a form in which:1the security certificate specifies a person entitled to the security; and2a transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.n“Securities intermediary” means:1a clearing corporation; or2a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.o“Security”, except as otherwise provided in section 554.8103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:1which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;2which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and3which:ais, or is of a type, dealt in or traded on securities exchanges or securities markets; orbis a medium for investment and by its terms expressly provides that it is a security governed by this Article.p“Security certificate” means a certificate representing a security.q“Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in part 5.r“Uncertificated security” means a security that is not represented by a certificate.2The following definitions in this Article and other Articles apply to this Article:a“Appropriate person” Section 554.8107b“Control” Section 554.8106c“Controllable account” Section 554.9102d“Controllable electronic record” Section 554.14102e“Controllable payment intangible” Section 554.9102 f“Delivery” Section 554.8301g“Investment company security” Section 554.8103h“Issuer” Section 554.8201i“Overissue” Section 554.8210j“Protected purchaser” Section 554.8303k“Securities account” Section 554.85013In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.4The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.[C66, 71, 73, 75, 77, 79, 81, §554.8102]89 Acts, ch 113, §1; 96 Acts, ch 1138, §10, 84; 2007 Acts, ch 41, §29; 2012 Acts, ch 1023, §157; 2017 Acts, ch 54, §66; 2024 Acts, ch 1023, §31, 32554.8103Rules for determining whether certain obligations and interests are securities or financial assets.1A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.2An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.3An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this Article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.4A writing that is a security certificate is governed by this Article and not by Article 3, even though it also meets the requirements of that Article. However, a negotiable instrument governed by Article 3 is a financial asset if it is held in a securities account.5An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.6A commodity contract, as defined in section 554.9102, subsection 1, paragraph “q”, is not a security or a financial asset.7A document of title is not a financial asset unless section 554.8102, subsection 1, paragraph “i”, subparagraph (1), subparagraph division (c) applies.8A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless section 554.8102, subsection 1, paragraph “i”, subparagraph (1), subparagraph division (c), applies.[C50, 54, 58, 62, §493A.15; C66, 71, 73, 75, 77, 79, 81, §554.8103]89 Acts, ch 113, §2; 96 Acts, ch 1138, §11, 84; 2000 Acts, ch 1149, §149, 187; 2007 Acts, ch 30, §45, 46, 642024 Acts, ch 1023, §33554.8104Acquisition of security or financial asset or interest therein.1A person acquires a security or an interest therein, under this Article, if:athe person is a purchaser to whom a security is delivered pursuant to section 554.8301; orbthe person acquires a security entitlement to the security pursuant to section 554.8501.2A person acquires a financial asset, other than a security, or an interest therein, under this Article, if the person acquires a security entitlement to the financial asset.3A person who acquires a security entitlement to a security or other financial asset has the rights specified in part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in section 554.8503.4Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection 1 or 2.[C66, 71, 73, 75, 77, 79, 81, §554.8104]89 Acts, ch 113, §3; 96 Acts, ch 1138, §12, 84; 2017 Acts, ch 54, §67554.8105Notice of adverse claim.1A person has notice of an adverse claim if:athe person knows of the adverse claim;bthe person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; orcthe person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.2Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.3An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:aone year after a date set for presentment or surrender for redemption or exchange; orbsix months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.4A purchaser of a certificated security has notice of an adverse claim if the security certificate:awhether in bearer or registered form, has been indorsed “for collection” or “for surrender” or for some other purpose not involving transfer; orbis in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.5Filing of a financing statement under Article 9 is not notice of an adverse claim to a financial asset.[C66, 71, 73, 75, 77, 79, 81, §554.8105]89 Acts, ch 113, §4; 96 Acts, ch 1138, §13, 84554.8106Control.1A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.2A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:athe certificate is indorsed to the purchaser or in blank by an effective indorsement; orbthe certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.3A purchaser has “control” of an uncertificated security if:athe uncertificated security is delivered to the purchaser; orbthe issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.4A purchaser has “control” of a security entitlement if:athe purchaser becomes the entitlement holder;bthe securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; orcanother person, other than the transferor to the purchaser of an interest in the security entitlement:1has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or2obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.5If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.6A purchaser who has satisfied the requirements of subsection 3 or 4 has control, even if the registered owner in the case of subsection 3, or the entitlement holder in the case of subsection 4, retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.7An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection 3, paragraph “b”, or subsection 4, paragraph “b”, without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.8A person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser.9If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.[C66, 71, 73, 75, 77, 79, 81, §554.8106]89 Acts, ch 113, §5; 96 Acts, ch 1138, §14, 84; 2000 Acts, ch 1149, §150, 187; 2002 Acts, ch 1119, §872024 Acts, ch 1023, §34, 35554.8107Whether indorsement, instruction, or entitlement order is effective.1“Appropriate person” means:awith respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;bwith respect to an instruction, the registered owner of an uncertificated security;cwith respect to an entitlement order, the entitlement holder;dif the person designated in paragraph “a”, “b”, or “c” is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; oreif the person designated in paragraph “a”, “b”, or “c” lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.2An indorsement, instruction, or entitlement order is effective if:ait is made by the appropriate person;bit is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under section 554.8106, subsection 3, paragraph “b”, or subsection 4, paragraph “b”; orcthe appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.3An indorsement, instruction, or entitlement order made by a representative is effective even if:athe representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; orbthe representative’s action in making the indorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.4If a security is registered in the name of or specially indorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an indorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.5Effectiveness of an indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.[C66, 71, 73, 75, 77, 79, 81, §554.8107]89 Acts, ch 113, §6; 96 Acts, ch 1138, §15, 84554.8108Warranties in direct holding.1A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that:athe certificate is genuine and has not been materially altered;bthe transferor or indorser does not know of any fact that might impair the validity of the security;cthere is no adverse claim to the security;dthe transfer does not violate any restriction on transfer;eif the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; andfthe transfer is otherwise effective and rightful.2A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:athe instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;bthe security is valid;cthere is no adverse claim to the security; anddat the time the instruction is presented to the issuer:1the purchaser will be entitled to the registration of transfer;2the transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;3the transfer will not violate any restriction on transfer; and4the requested transfer will otherwise be effective and rightful.3A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:athe uncertificated security is valid;bthere is no adverse claim to the security;cthe transfer does not violate any restriction on transfer; anddthe transfer is otherwise effective and rightful.4A person who indorses a security certificate warrants to the issuer that:athere is no adverse claim to the security; andbthe indorsement is effective.5A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:athe instruction is effective; andbat the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.6A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary indorsement.7If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.8A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection 7.9Except as otherwise provided in subsection 7, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections 1 through 6. A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection 1 or 2, and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.89 Acts, ch 113, §7; 96 Acts, ch 1138, §16, 84554.8109Warranties in indirect holding.1A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:athe entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; andbthere is no adverse claim to the security entitlement.2A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in section 554.8108, subsection 1 or 2.3If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in section 554.8108, subsection 1 or 2.96 Acts, ch 1138, §17, 84554.8110Applicability — choice of law.1The local law of the issuer’s jurisdiction, as specified in subsection 4, governs:athe validity of a security;bthe rights and duties of the issuer with respect to registration of transfer;cthe effectiveness of registration of transfer by the issuer;dwhether the issuer owes any duties to an adverse claimant to a security; andewhether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.2The local law of the securities intermediary’s jurisdiction, as specified in subsection 5, governs:aacquisition of a security entitlement from the securities intermediary;bthe rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;cwhether the securities intermediary owes any duties to an adverse claimant to a security entitlement; anddwhether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.3The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.4“Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in subsection 1, paragraphs “b” through “e”.5The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:aif an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of this part, this Article, or 2000 Iowa Acts, ch. 1149, that jurisdiction is the securities intermediary’s jurisdiction.bif paragraph “a” does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.cif neither paragraph “a” nor paragraph “b” applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.dif none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located.eif none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.6A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.7The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction governs a matter or transaction specified in subsection 1 or 2 even if the matter or transaction does not bear any relation to the jurisdiction.96 Acts, ch 1138, §18, 84; 2000 Acts, ch 1149, §151, 187; 2015 Acts, ch 30, §174; 2024 Acts, ch 1023, §36554.8111Clearing corporation rules.A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.96 Acts, ch 1138, §19, 84; 97 Acts, ch 23, §70554.8112Creditor’s legal process.1The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection 4. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.2The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection 4.3The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in subsection 4.4The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.5A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.96 Acts, ch 1138, §20, 84554.8113Statute of frauds inapplicable.A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.96 Acts, ch 1138, §21, 84554.8114Evidentiary rules concerning certificated securities.The following rules apply in an action on a certificated security against the issuer:1Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.2If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.3If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.4If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.96 Acts, ch 1138, §22, 84554.8115Securities intermediary and others not liable to adverse claimant.A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:1took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or2acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or3in the case of a security certificate that has been stolen, acted with notice of the adverse claim.96 Acts, ch 1138, §23, 84554.8116Securities intermediary as purchaser for value.A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.96 Acts, ch 1219, §30, 402ISSUE AND ISSUER554.8201Issuer.1With respect to an obligation on or a defense to a security, an “issuer” includes a person that:aplaces or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;bcreates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;cdirectly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; ordbecomes responsible for, or in place of, another person described as an issuer in this section.2With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.3With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.[S13, §3060-a29, -a60, -a61, -a62; C24, 27, 31, 35, 39, §9489, 9520 – 9522; C46, 50, 54, 58, 62, §541.29, 541.60 – 541.62; C66, 71, 73, 75, 77, 79, 81, §554.8201]89 Acts, ch 113, §8; 96 Acts, ch 1138, §24, 84554.8202Issuer’s responsibility and defenses — notice of defect or defense.1Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.2The following rules apply if an issuer asserts that a security is not valid:aA security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.bParagraph “a” applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.3Except as otherwise provided in section 554.8205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.4All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.5This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.6If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.[S13, §3060-a16, -a23, -a28, -a56, -a57, -a60, -a61, -a62; C24, 27, 31, 35, 39, §9476, 9483, 9488, 9516, 9517, 9520 – 9522; C46, 50, 54, 58, 62, §541.16, 541.23, 541.28, 541.56, 541.57, 541.60 – 541.62; C66, 71, 73, 75, 77, 79, 81, §554.8202]89 Acts, ch 113, §9; 96 Acts, ch 1138, §25, 84554.8203Staleness as notice of defect or defense.After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:1requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or2is not covered by subsection 1 and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.[S13, §3060, -a52, -a53; C24, 27, 31, 35, 39, §9512, 9513; C46, 50, 54, 58, 62, §541.52, 541.53; C66, 71, 73, 75, 77, 79, 81, §554.8203]89 Acts, ch 113, §10; 96 Acts, ch 1138, §26, 84554.8204Effect of issuer’s restriction on transfer.A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:1the security is certificated and the restriction is noted conspicuously on the security certificate; or2the security is uncertificated and the registered owner has been notified of the restriction.[C50, 54, 58, 62, §493A.15; C66, 71, 73, 75, 77, 79, 81, §554.8204]89 Acts, ch 113, §11; 96 Acts, ch 1138, §27, 84554.8205Effect of unauthorized signature on security certificate.An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:1an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or2an employee of the issuer, or of any of the persons listed in subsection 1, entrusted with responsible handling of the security certificate.[S13, §3060-a23; C24, 27, 31, 35, 39, §9483; C46, 50, 54, 58, 62, §541.23; C66, 71, 73, 75, 77, 79, 81, §554.8205]89 Acts, ch 113, §12; 96 Acts, ch 1138, §28, 84; 97 Acts, ch 23, §71554.8206Completion or alteration of security certificate.1If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:aany person may complete it by filling in the blanks as authorized; andbeven if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.2A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.[S13, §3060-a14, -a15, -a124; C24, 27, 31, 35, 39, §9474, 9475, 9585; C46, §541.14, 541.15, 541.25; C50, 54, 58, 62, §493A.16, 541.14, 541.15, 541.125; C66, 71, 73, 75, 77, 79, 81, §554.8206]89 Acts, ch 113, §13; 96 Acts, ch 1138, §29, 84554.8207Rights and duties of issuer with respect to registered owners.1Before due presentment for registration of transfer of a certificated security in registered form, or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.2This Article does not affect the liability of the registered owner of a security for a call, assessment, or the like.[C50, 54, 58, 62, §493A.3, 493A.21; C66, 71, 73, 75, 77, 79, 81, §554.8207]89 Acts, ch 113, §14; 96 Acts, ch 1138, §30, 84554.8208Effect of signature of authenticating trustee, registrar, or transfer agent.1A person signing a security certificate, as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:athe certificate is genuine;bthe person’s own participation in the issue of the security is within the person’s capacity and within the scope of the authority received by the person from the issuer; andcthe person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.2Unless otherwise agreed, a person signing under subsection 1 does not assume responsibility for the validity of the security in other respects.[C66, 71, 73, 75, 77, 79, 81, §554.8208]89 Acts, ch 113, §15; 96 Acts, ch 1138, §31, 84554.8209Issuer’s lien.A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.96 Acts, ch 1138, §32, 84554.8210Overissue.1In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.2Except as otherwise provided in subsections 3 and 4, the provisions of this Article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.3If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.4If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person’s demand.96 Acts, ch 1138, §33, 843TRANSFER OF CERTIFICATED ANDUNCERTIFICATED SECURITIES554.8301Delivery.1Delivery of a certificated security to a purchaser occurs when:athe purchaser acquires possession of the security certificate;banother person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; orca securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is registered in the name of the purchaser, payable to the order of the purchaser, or specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.2Delivery of an uncertificated security to a purchaser occurs when:athe issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; orbanother person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.[S13, §3060-a52, -a57, -a58, -a59; C24, 27, 31, 35, 39, §9512, 9517 – 9519; C46, §541.52, 541.57 – 541.59; C50, 54, 58, 62, §493A.4, 493A.7, 541.52, 541.57 – 541.59; C66, 71, 73, 75, 77, 79, 81, §554.8301]89 Acts, ch 113, §16; 96 Acts, ch 1138, §34, 84; 2000 Acts, ch 1149, §152, 187; 2013 Acts, ch 30, §261554.8302Rights of purchaser.1Except as otherwise provided in subsections 2 and 3, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.2A purchaser of a limited interest acquires rights only to the extent of the interest purchased.3A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.[S13, §3060-a52; C24, 27, 31, 35, 39, §9512; C46, 50, 54, 58, 62, §541.52; C66, 71, 73, 75, 77, 79, 81, §554.8302]89 Acts, ch 113, §17; 96 Acts, ch 1138, §35, 84; 2000 Acts, ch 1149, §153, 187554.8303Protected purchaser.1“Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who:agives value;bdoes not have notice of any adverse claim to the security; andcobtains control of the certificated or uncertificated security.2In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.[C66, 71, 73, 75, 77, 79, 81, §554.8303]89 Acts, ch 113, §18; 96 Acts, ch 1138, §36, 84554.8304Indorsement.1An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.2An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.3An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.4If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.5An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.6Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 554.8108 and not an obligation that the security will be honored by the issuer.[S13, §3060-a37, -a56; C24, 27, 31, 35, 39, §9497, 9516; C46, §541.37, 541.56; C50, 54, 58, 62, §493A.8, 541.37, 541.56; C66, 71, 73, 75, 77, 79, 81, §554.8304]89 Acts, ch 113, §19; 96 Acts, ch 1138, §37, 84554.8305Instruction.1If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.2Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by section 554.8108 and not an obligation that the security will be honored by the issuer.[S13, §3060-a52, -a53; C24, 27, 31, 35, 39, §9512, 9513; C46, 50, 54, 58, 62, §541.52, 541.53; C66, 71, 73, 75, 77, 79, 81, §554.8305]89 Acts, ch 113, §20; 96 Acts, ch 1138, §38, 84554.8306Effect of guaranteeing signature, indorsement, or instruction.1A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:athe signature was genuine;bthe signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; andcthe signer had legal capacity to sign.2A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:athe signature was genuine;bthe signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; andcthe signer had legal capacity to sign.3A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection 2 and also warrants that at the time the instruction is presented to the issuer:athe person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; andbthe transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.4A guarantor under subsections 1 and 2 or a special guarantor under subsection 3 does not otherwise warrant the rightfulness of the transfer.5A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection 1 and also warrants the rightfulness of the transfer in all respects.6A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection 3 and also warrants the rightfulness of the transfer in all respects.7An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer.8The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.[S13, §3060-a65, -a66, -a67, -a69; C24, 27, 31, 35, 39, §9525 – 9527, 9529; C46, §541.65 – 541.67, 541.69; C50, 54, 58, 62, §493A.6, 493A.11, 493A.12, 541.65 – 541.67, 541.69; C66, 71, 73, 75, 77, 79, 81, §554.8306]89 Acts, ch 113, §21; 96 Acts, ch 1138, §39, 84554.8307Purchaser’s right to requisites for registration of transfer.Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.[S13, §3060-a49; C24, 27, 31, 35, 39, §9509; C46, §541.49; C50, 54, 58, 62, §493A.9, 541.49; C66, 71, 73, 75, 77, 79, 81, §554.8307]89 Acts, ch 113, §22; 96 Acts, ch 1138, §40, 84554.8308Repealed by 96 Acts, ch 1138, §81, 84. 554.8309Repealed by 96 Acts, ch 1138, §81, 84. 554.8310Repealed by 96 Acts, ch 1138, §81, 84. 554.8311Repealed by 96 Acts, ch 1138, §81, 84. 554.8312Repealed by 96 Acts, ch 1138, §81, 84. 554.8313Repealed by 96 Acts, ch 1138, §81, 84. 554.8314Repealed by 96 Acts, ch 1138, §81, 84. 554.8315Repealed by 96 Acts, ch 1138, §81, 84. 554.8316Repealed by 96 Acts, ch 1138, §81, 84. 554.8317Repealed by 96 Acts, ch 1138, §81, 84. 554.8318Repealed by 96 Acts, ch 1138, §81, 84. 554.8319Repealed by 96 Acts, ch 1138, §81, 84. 554.8320Repealed by 96 Acts, ch 1138, §81, 84. 554.8321Repealed by 96 Acts, ch 1138, §81, 84. 4REGISTRATION554.8401Duty of issuer to register transfer.1If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:aunder the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;bthe indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;creasonable assurance is given that the indorsement or instruction is genuine and authorized (section 554.8402);dany applicable law relating to the collection of taxes has been complied with;ethe transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 554.8204;fa demand that the issuer not register transfer has not become effective under section 554.8403, or the issuer has complied with section 554.8403, subsection 2, but no legal process or indemnity bond is obtained as provided in section 554.8403, subsection 4; andgthe transfer is in fact rightful or is to a protected purchaser.2If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.[C66, 71, 73, 75, 77, 79, 81, §554.8401]89 Acts, ch 113, §37; 96 Acts, ch 1138, §41, 84; 97 Acts, ch 23, §72554.8402Assurance that indorsement or instruction is effective.1An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:ain all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;bif the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;cif the indorsement is made or the instruction is originated by a fiduciary pursuant to section 554.8107, subsection 1, paragraph “d” or “e”, appropriate evidence of appointment or incumbency;dif there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; andeif the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.2An issuer may elect to require reasonable assurance beyond that specified in this section.3In this section:a“Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.b“Appropriate evidence of appointment or incumbency” means:1in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; or2in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.[C66, 71, 73, 75, 77, 79, 81, §554.8402]86 Acts, ch 1047, §1; 89 Acts, ch 113, §38; 96 Acts, ch 1138, §42, 84554.8403Demand that issuer not register transfer.1A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.2If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:athe certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;ba demand that the issuer not register transfer had previously been received; andcthe issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.3The period described in subsection 2, paragraph “c”, may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.4An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:aobtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; orbfile with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.5This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.[C66, 71, 73, 75, 77, 79, 81, §554.8403]89 Acts, ch 113, §39; 90 Acts, ch 1168, §57; 96 Acts, ch 1138, §43, 84; 2013 Acts, ch 30, §261554.8404Wrongful registration.1Except as otherwise provided in section 554.8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:apursuant to an ineffective indorsement or instruction;bafter a demand that the issuer not register transfer became effective under section 554.8403, subsection 1, and the issuer did not comply with section 554.8403, subsection 2;cafter the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; ordby an issuer acting in collusion with the wrongdoer.2An issuer that is liable for wrongful registration of transfer under subsection 1 on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by section 554.8210.3Except as otherwise provided in subsection 1 or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.[C66, 71, 73, 75, 77, 79, 81, §554.8404]89 Acts, ch 113, §40; 96 Acts, ch 1138, §44, 84554.8405Replacement of lost, destroyed, or wrongfully taken security certificate.1If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:aso requests before the issuer has notice that the certificate has been acquired by a protected purchaser;bfiles with the issuer a sufficient indemnity bond; andcsatisfies other reasonable requirements imposed by the issuer.2If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by section 554.8210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.[S13, §3060-a199, -a200; C24, 27, 31, 35, 39, §9659, 9660; C46, §541.199, 541.200; C50, 54, 58, 62, §493A.17, 541.199; C66, 71, 73, 75, 77, 79, 81, §554.8405]89 Acts, ch 113, §41; 96 Acts, ch 1138, §45, 84554.8406Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 554.8404 or a claim to a new security certificate under section 554.8405.[C66, 71, 73, 75, 77, 79, 81, §554.8406]89 Acts, ch 113, §42; 96 Acts, ch 1138, §46, 84554.8407Authenticating trustee, transfer agent, and registrar.A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.89 Acts, ch 113, §43; 96 Acts, ch 1138, §47, 84554.8408Statements of uncertificated securities.Repealed by 96 Acts, ch 1138, §81, 84. 5SECURITY ENTITLEMENTS554.8501Securities account — acquisition of security entitlement from securities intermediary.1“Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.2Except as otherwise provided in subsections 4 and 5, a person acquires a security entitlement if a securities intermediary:aindicates by book entry that a financial asset has been credited to the person’s securities account;breceives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account; orcbecomes obligated under other law, regulation, or rule to credit a financial asset to the person’s securities account.3If a condition of subsection 2 has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.4If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.5Issuance of a security is not establishment of a security entitlement.96 Acts, ch 1138, §48, 84554.8502Assertion of adverse claim against entitlement holder.An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under section 554.8501 for value and without notice of the adverse claim.96 Acts, ch 1138, §49, 84554.8503Property interest of entitlement holder in financial asset held by securities intermediary.1To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in section 554.8511.2An entitlement holder’s property interest with respect to a particular financial asset under subsection 1 is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.3An entitlement holder’s property interest with respect to a particular financial asset under subsection 1 may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under sections 554.8505 through 554.8508.4aAn entitlement holder’s property interest with respect to a particular financial asset under subsection 1 may be enforced against a purchaser of the financial asset or interest therein only if:1insolvency proceedings have been initiated by or against the securities intermediary;2the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;3the securities intermediary violated its obligations under section 554.8504 by transferring the financial asset or interest therein to the purchaser; and4the purchaser is not protected under subsection 5.bThe trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.5An action based on the entitlement holder’s property interest with respect to a particular financial asset under subsection 1, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under section 554.8504.96 Acts, ch 1138, §50, 84; 2012 Acts, ch 1023, §157554.8504Duty of securities intermediary to maintain financial asset.1A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.2Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection 1.3A securities intermediary satisfies the duty in subsection 1 if:athe securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; orbin the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.4This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.96 Acts, ch 1138, §51, 84554.8505Duty of securities intermediary with respect to payments and distributions.1A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:athe securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; orbin the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.2A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.96 Acts, ch 1138, §52, 84554.8506Duty of securities intermediary to exercise rights as directed by entitlement holder.A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:1the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or2in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.96 Acts, ch 1138, §53, 84554.8507Duty of securities intermediary to comply with entitlement order.1A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:athe securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; orbin the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.2If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.96 Acts, ch 1138, §54, 84554.8508Duty of securities intermediary to change entitlement holder’s position to other form of security holding.A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:1the securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or2in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.96 Acts, ch 1138, §55, 84554.8509Specification 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.1If the substance of a duty imposed upon a securities intermediary by sections 554.8504 through 554.8508 is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.2To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.3The obligation of a securities intermediary to perform the duties imposed by sections 554.8504 through 554.8508 is subject to:arights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; andbrights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.4Sections 554.8504 through 554.8508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.96 Acts, ch 1138, §56, 84554.8510Rights of purchaser of security entitlement from entitlement holder.1In a case not covered by the priority rules in Article 9 or the rules stated in subsection 3, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.2If an adverse claim could not have been asserted against an entitlement holder under section 554.8502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.3In a case not covered by the priority rules in Article 9, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subsection 4, purchasers who have control rank according to priority in time of:athe purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under section 554.8106, subsection 4, paragraph “a”;bthe securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under section 554.8106, subsection 4, paragraph “b”;cif the purchaser obtained control through another person under section 554.8106, subsection 4, paragraph “c”, the time on which priority would be based under this subsection if the other person were the secured party; or4A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.96 Acts, ch 1138, §57, 84; 2000 Acts, ch 1149, §154, 187554.8511Priority among security interests and entitlement holders.1Except as otherwise provided in subsections 2 and 3, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.2A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary’s entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.3If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.96 Acts, ch 1138, §58, 849SECURED TRANSACTIONSFor provisions governing different agricultural liens, see chapters 570A, 571, 579A, 579B, 581, and §717.4For provisions governing a landlord’s lien covering farm products, see chapter 570For provisions granting the department of agriculture and land stewardship a lien attached to assets of a grain dealer, see §203.12A; and a lien attached to assets of a warehouse operator, see §203C.12A1GENERAL PROVISIONSASHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS554.9101Short title.This Article may be cited as Uniform Commercial Code — Secured Transactions.2000 Acts, ch 1149, §1, 185, 187554.9102Definitions and index of definitions.1Article 9 definitions.In this Article:a“Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost.b“Account”, except as used in “account for”, “account statement”, “account to”, “commodity account” in paragraph “p”, “customer’s account”, “deposit account” in paragraph “ag”, “on account of”, and “statement of account”, means a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; (ii) for services rendered or to be rendered; (iii) for a policy of insurance issued or to be issued; (iv) for a secondary obligation incurred or to be incurred; (v) for energy provided or to be provided; (vi) for the use or hire of a vessel under a charter or other contract; (vii) arising out of the use of a credit or charge card or information contained on or for use with the card; or (viii) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state. The term includes controllable accounts and health care insurance receivables. The term does not include (i) chattel paper, (ii) commercial tort claims, (iii) deposit accounts, (iv) investment property, (v) letter-of-credit rights or letters of credit, (vi) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card, or (vii) rights to payment evidenced by an instrument.c“Account debtor” means a person obligated on an account, chattel paper, or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the negotiable instrument evidences chattel paper.d“Accounting”, except as used in “accounting for”, means a record:1signed by a secured party;2indicating the aggregate unpaid secured obligations as of a date not more than thirty-five days earlier or thirty-five days later than the date of the record; and3identifying the components of the obligations in reasonable detail.e“Agricultural lien” means an interest, other than a security interest, in farm products:1which secures payment or performance of an obligation for:agoods or services furnished in connection with a debtor’s farming operation; orbrent on real property leased by a debtor in connection with its farming operation;2which is created by statute in favor of a person that:ain the ordinary course of its business furnished goods or services to a debtor in connection with a debtor’s farming operation; orbleased real property to a debtor in connection with the debtor’s farming operation; and3whose effectiveness does not depend on the person’s possession of the personal property.f“As-extracted collateral” means:1oil, gas, or other minerals that are subject to a security interest that:ais created by a debtor having an interest in the minerals before extraction; andbattaches to the minerals as extracted; or2accounts arising out of the sale at the wellhead or minehead of oil, gas, or other minerals in which the debtor had an interest before extraction.g“Assignee”, except as used in “assignee for benefit of creditors”, means a person (i) in whose favor a security interest that secures an obligation is created or provided for under a security agreement, whether or not the obligation is outstanding or (ii) to which an account, chattel paper, payment intangible, or promissory note has been sold. The term includes a person to which a security interest has been transferred by a secured party.h“Assignor” means a person that (i) under a security agreement creates or provides for a security interest that secures an obligation or (ii) sells an account, chattel paper, payment intangible, or promissory note. The term includes a secured party that has transferred a security interest to another person.iReserved.j“Bank” means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions, and trust companies.k“Cash proceeds” means proceeds that are money, checks, deposit accounts, or the like.l“Certificate of title” means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral.m1“Chattel paper” means:aa right to payment of a monetary obligation secured by specific goods, if the right to payment and security agreement are evidenced by a record; orba right to payment of a monetary obligation owed by a lessee under a lease agreement with respect to specific goods and a monetary obligation owed by the lessee in connection with the transaction giving rise to the lease, if:ithe right to payment and lease agreement are evidenced by a record; andiithe predominant purpose of the transaction giving rise to the lease was to give the lessee the right to possession and use of the goods.2“Chattel paper” does not include a right to payment arising out of a charter or other contract involving the use or hire of a vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.n“Collateral” means the property subject to a security interest or agricultural lien. The term includes:1proceeds to which a security interest attaches;2accounts, chattel paper, payment intangibles, and promissory notes that have been sold; and3goods that are the subject of a consignment.o“Commercial tort claim” means a claim arising in tort with respect to which:1the claimant is an organization; or2the claimant is an individual and the claim:aarose in the course of the claimant’s business or profession; andbdoes not include damages arising out of personal injury to or the death of an individual.p“Commodity account” means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.q“Commodity contract” means a commodity futures contract, an option on a commodity futures contract, a commodity option, or another contract if the contract or option is:1traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to federal commodities laws; or2traded on a foreign commodity board of trade, exchange, or market, and is carried on the books of a commodity intermediary for a commodity customer.r“Commodity customer” means a person for which a commodity intermediary carries a commodity contract on its books.s“Commodity intermediary” means a person that:1is registered as a futures commission merchant under federal commodities law; or2in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities law.t“Communicate” means:1to send a written or other tangible record;2to transmit a record by any means agreed upon by the persons sending and receiving the record; or3in the case of transmission of a record to or by a filing office, to transmit a record by any means prescribed by filing-office rule.u“Consignee” means a merchant to which goods are delivered in a consignment.v“Consignment” means a transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and:1the merchant:adeals in goods of that kind under a name other than the name of the person making delivery;bis not an auctioneer; andcis not generally known by its creditors to be substantially engaged in selling the goods of others;2with respect to each delivery, the aggregate value of the goods is one thousand dollars or more at the time of delivery;3the goods are not consumer goods immediately before delivery; and4the transaction does not create a security interest that secures an obligation.w“Consignor” means a person that delivers goods to a consignee in a consignment.x“Consumer debtor” means a debtor in a consumer transaction.y“Consumer goods” means goods that are used or bought for use primarily for personal, family, or household purposes.z“Consumer-goods transaction” means a consumer transaction in which:1an individual incurs an obligation primarily for personal, family, or household purposes; and2a security interest in consumer goods secures the obligation.aa“Consumer obligor” means an obligor who is an individual and who incurred the obligation as part of a transaction entered into primarily for personal, family, or household purposes.ab“Consumer transaction” means a transaction in which an individual incurs an obligation primarily for personal, family, or household purposes; a security interest secures the obligation; and the collateral is held or acquired primarily for personal, family, or household purposes. The term includes consumer-goods transactions.ac“Continuation statement” means an amendment of a financing statement which:1identifies, by its file number, the initial financing statement to which it relates; and2indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.ad“Controllable account” means an account evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under section 554.14105 of the controllable electronic record.ae“Controllable payment intangible” means a payment intangible evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under section 554.14105 of the controllable electronic record.af“Debtor” means:1a person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor;2a seller of accounts, chattel paper, payment intangibles, or promissory notes; or3a consignee.ag“Deposit account” means a demand, time, savings, passbook, or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument.ah“Document” means a document of title or a receipt of the type described in section 554.7201, subsection 2.aiReserved.aj“Electronic money” means money that is in an electronic form.ak“Encumbrance” means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property.al“Equipment” means goods other than inventory, farm products, or consumer goods.am“Farm products” means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are:1crops grown, growing, or to be grown, including:acrops produced on trees, vines, and bushes; andbaquatic goods produced in aquacultural operations;2livestock, born or unborn, including aquatic goods produced in aquacultural operations;3supplies used or produced in a farming operation; or4products of crops or livestock in their unmanufactured states.an“Farming operation” means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.ao“File number” means the number assigned to an initial financing statement pursuant to section 554.9519, subsection 1.ap“Filing office” means an office designated in section 554.9501 as the place to file a financing statement.aq“Filing-office rule” means a rule adopted pursuant to section 554.9526.ar“Financing statement” means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.as“Fixture filing” means the filing of a financing statement covering goods that are or are to become fixtures and satisfying section 554.9502, subsections 1 and 2. The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.at“Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law.au“General intangible” means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes controllable electronic records, payment intangibles, and software.avReserved.aw“Goods” means all things that are movable when a security interest attaches. The term includes fixtures; standing timber that is to be cut and removed under a conveyance or contract for sale; the unborn young of animals; crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes; and manufactured homes. The term also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if the program is associated with the goods in such a manner that it customarily is considered part of the goods, or by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction.ax“Governmental unit” means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.ay“Health care insurance receivable” means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health care goods or services provided.az“Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment. The term does not include (i) investment property, (ii) letters of credit, (iii) writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card, or (iv) writings that evidence chattel paper.ba“Inventory” means goods, other than farm products, which:1are leased by a person as lessor;2are held by a person for sale or lease or to be furnished under a contract of service;3are furnished by a person under a contract of service; or4consist of raw materials, work in process, or materials used or consumed in a business.bb“Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.bc“Jurisdiction of organization”, with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.bd“Letter-of-credit right” means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.be“Lien creditor” means:1a creditor that has acquired a lien on the property involved by attachment, levy, or the like;2an assignee for benefit of creditors from the time of assignment;3a trustee in bankruptcy from the date of the filing of the petition; or4a receiver in equity from the time of appointment.bf“Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width or forty body feet or more in length, or, when erected on site, is three hundred twenty or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the United States secretary of housing and urban development and complies with the standards established under Title 42 of the United States Code.bg“Manufactured-home transaction” means a secured transaction:1that creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or2in which a manufactured home, other than a manufactured home held as inventory, is the primary collateral.bh“Money” has the meaning provided in section 554.1201, subsection 2, paragraph “y”, but does not include (i) a deposit account or (ii) money in an electronic form that cannot be subjected to control under section 554.9105A.bi“Mortgage” means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.bj“New debtor” means a person that becomes bound as debtor under section 554.9203, subsection 4, by a security agreement previously entered into by another person.bk“New value” means money; money’s worth in property, services, or new credit; or release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.bl“Noncash proceeds” means proceeds other than cash proceeds.bm“Obligor” means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral, owes payment or other performance of the obligation, has provided property other than the collateral to secure payment or other performance of the obligation, or is otherwise accountable in whole or in part for payment or other performance of the obligation. The term does not include issuers or nominated persons under a letter of credit.bn“Original debtor”, except as used in section 554.9310, subsection 3, means a person that, as debtor, entered into a security agreement to which a new debtor has become bound under section 554.9203, subsection 4.bo“Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation. The term includes a controllable payment intangible.bp“Person related to”, with respect to an individual, means:1the spouse of the individual;2a brother, brother-in-law, sister, or sister-in-law of the individual;3an ancestor or lineal descendant of the individual or the individual’s spouse; or4any other relative, by blood or marriage, of the individual or the individual’s spouse who shares the same home with the individual.bq“Person related to”, with respect to an organization, means:1a person directly or indirectly controlling, controlled by, or under common control with the organization;2an officer or director of, or a person performing similar functions with respect to, the organization;3an officer or director of, or a person performing similar functions with respect to, a person described in subparagraph (1);4the spouse of an individual described in subparagraph (1), (2), or (3); or5an individual who is related by blood or marriage to an individual described in subparagraph (1), (2), (3), or (4) and shares the same home with the individual.br“Proceeds”, except as used in section 554.9609, subsection 2, means the following property:1whatever is acquired upon the sale, lease, license, exchange, or other disposition of collateral;2whatever is collected on, or distributed on account of, collateral;3rights arising out of collateral;4to the extent of the value of collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; or5to the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.bs“Promissory note” means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.bt“Proposal” means a record signed by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to sections 554.9620, 554.9621, and 554.9622.bu“Public-finance transaction” means a secured transaction in connection with which:1debt securities are issued;2all or a portion of the securities issued have an initial stated maturity of at least twenty years; and3the debtor, obligor, secured party, account debtor or other person obligated on collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a state or a governmental unit of a state.bv“Public organic record” means a record that is available to the public for inspection and is:1a record consisting of the record initially filed with or issued by a state or the United States to form or organize an organization and any record filed with or issued by the state or the United States which amends or restates the initial record;2an organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state; or3a record consisting of legislation enacted by the legislature of a state or the Congress of the United States which forms or organizes an organization, any record amending the legislation, and any record filed with or issued by the state or the United States which amends or restates the name of the organization.bw“Pursuant to commitment”, with respect to an advance made or other value given by a secured party, means pursuant to the secured party’s obligation, whether or not a subsequent event of default or other event not within the secured party’s control has relieved or may relieve the secured party from its obligation.bx“Record”, except as used in “for record”, “of record”, “record or legal title”, and “record owner”, means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.by“Registered organization” means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the state or the United States. The term includes a business trust that is formed under the law of a single state if a statute of the state governing business trusts requires that the business trust’s organic record be filed with the state.bz“Secondary obligor” means an obligor to the extent that:1the obligor’s obligation is secondary; or2the obligor has a right of recourse with respect to an obligation secured by collateral against the debtor, another obligor, or property of either.ca“Secured party” means:1a person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;2a person that holds an agricultural lien;3a consignor;4a person to which accounts, chattel paper, payment intangibles, or promissory notes have been sold;5a trustee, indenture trustee, agent, collateral agent, or other representative in whose favor a security interest or agricultural lien is created or provided for; or6a person that holds a security interest arising under section 554.2401, 554.2505, 554.2711, subsection 3, section 554.4210, 554.5118, or 554.13508, subsection 5.cb“Security agreement” means an agreement that creates or provides for a security interest.ccReserved.cd“Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.ce“State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.cf“Supporting obligation” means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.cgReserved.ch“Tangible money” means money in a tangible form.ci“Termination statement” means an amendment of a financing statement which:1identifies, by its file number, the initial financing statement to which it relates; and2indicates either that it is a termination statement or that the identified financing statement is no longer effective.cj“Transmitting utility” means a person primarily engaged in the business of:1operating a railroad, subway, street railway, or trolley bus;2transmitting communications electrically, electromagnetically, or by light;3transmitting goods by pipeline or sewer; or4transmitting or producing and transmitting electricity, steam, gas, or water.2Definitions in other Articles. The following definitions in other Articles apply to this Article:a“Applicant”Section 554.5102b“Beneficiary”Section 554.5102c“Broker”Section 554.8102d“Certificated security”Section 554.8102e“Check”Section 554.3104f“Clearing corporation”Section 554.8102g“Contract for sale”Section 554.2106h“Control”Section 554.7106i“Controllable electronic record”Section 554.14102j“Customer”Section 554.4104k“Entitlement holder”Section 554.8102l“Financial asset”Section 554.8102m“Holder in due course”Section 554.3302n“Issuer” (with respect to a letterof credit or letter-of-credit right)Section 554.5102o“Issuer” (with respect to a security)Section 554.8201p“Issuer” (with respect to documents of title)Section 554.7102q“Lease”Section 554.13103r“Lease agreement”Section 554.13103s“Lease contract”Section 554.13103t“Leasehold interest”Section 554.13103u“Lessee”Section 554.13103v“Lessee in ordinary course of business”Section 554.13103w“Lessor”Section 554.13103x“Lessor’s residual interest”Section 554.13103y“Letter of credit”Section 554.5102z“Merchant”Section 554.2104aa“Negotiable instrument”Section 554.3104ab“Nominated person”Section 554.5102ac“Note”Section 554.3104ad“Proceeds of a letter of credit”Section 554.5114ae“Protected purchaser”Section 554.8303af“Prove”Section 554.3103ag“Qualifying purchaser”Section 554.14102ah“Sale”Section 554.2106ai“Securities account”Section 554.8501aj“Securities intermediary”Section 554.8102ak“Security”Section 554.8102al“Security certificate”Section 554.8102am“Security entitlement”Section 554.8102an“Uncertificated security”Section 554.81023Article 1 definitions and principles.Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.4Federal Food Security Act.For purposes of the Federal Food Security Act, 7 U.S.C. §1631, written notice shall be considered to be received by the person to whom it was delivered if the notice is delivered in hand to the person, or mailed by certified or registered mail with the proper postage and properly addressed to the person to whom it was sent. The refusal of a person to whom a notice is so mailed to accept delivery of the notice shall be considered receipt.2000 Acts, ch 1149, §2, 185, 187; 2007 Acts, ch 30, §45, 46, 65; 2007 Acts, ch 41, §30; 2012 Acts, ch 1023, §147; 2012 Acts, ch 1052, §1 – 3, 37; 2013 Acts, ch 30, §152; 2022 Acts, ch 1117, §13 – 15; 2024 Acts, ch 1023, §37 – 41554.9103Purchase-money security interest — application of payments — burden of establishing.1Definitions.In this section:a“purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral; andb“purchase-money obligation” means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.2Purchase-money security interest in goods.A security interest in goods is a purchase-money security interest:ato the extent that the goods are purchase-money collateral with respect to that security interest;bif the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; andcalso to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.3Purchase-money security interest in software.A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:athe debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; andbthe debtor acquired its interest in the software for the principal purpose of using the software in the goods.4Consignor’s inventory purchase-money security interest.The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.5Application of payment in nonconsumer-goods transaction.In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:ain accordance with any reasonable method of application to which the parties agree;bin the absence of the parties’ agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; orcin the absence of an agreement to a reasonable method and a timely manifestation of the obligor’s intention, in the following order:1to obligations that are not secured; and2if more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.6No loss of status of purchase-money security interest in nonconsumer-goods transaction.In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:athe purchase-money collateral also secures an obligation that is not a purchase-money obligation;bcollateral that is not purchase-money collateral also secures the purchase-money obligation; orcthe purchase-money obligation has been renewed, refinanced, consolidated, or restructured.7Burden of proof in nonconsumer-goods transaction.In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.8Nonconsumer-goods transactions — no inference.The limitation of the rules in subsections 5, 6, and 7 to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.2000 Acts, ch 1149, §3, 185, 187554.9104Control of deposit account.1Requirements for control.A secured party has control of a deposit account if:athe secured party is the bank with which the deposit account is maintained;bthe debtor, secured party, and bank have agreed in a signed record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; cthe secured party becomes the bank’s customer with respect to the deposit account; ordanother person, other than the debtor:1has control of the deposit account and acknowledges that it has control on behalf of the secured party; or2obtains control of the deposit account after having acknowledged that it will obtain control of the deposit account on behalf of the secured party.2Debtor’s right to direct disposition.A secured party that has satisfied subsection 1 has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.2000 Acts, ch 1149, §4, 185, 187; 2024 Acts, ch 1023, §42554.9105Control of electronic copy of record evidencing chattel paper.1General rule: control of electronic copy of record evidencing chattel paper.A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.2Single authoritative copy.A system satisfies subsection 1 if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:aa single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs “d”, “e”, and “f”, unalterable;bthe authoritative copy identifies the purchaser as the assignee of the record or records;cthe authoritative copy is communicated to and maintained by the purchaser or its designated custodian;dcopies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;eeach copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; andfany amendment of the authoritative copy is readily identifiable as authorized or unauthorized.3One or more authoritative copies.A system satisfies subsection 1, and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:aenables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;benables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; andcgives the purchaser exclusive power, subject to subsection 4, to:1prevent others from adding or changing an identified assignee of the authoritative electronic copy; and2transfer control of the authoritative electronic copy.4Meaning of exclusive.Subject to subsection 5, a power is exclusive under subsection 3, paragraph “c”, subparagraphs (1) and (2), even if:athe authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; orbthe power is shared with another person.5When power not shared with another person.A power of a purchaser is not shared with another person under subsection 4, paragraph “b”, and the purchaser’s power is not exclusive if:athe purchaser can exercise the power only if the power also is exercised by the other person; andbthe other person:1can exercise the power without exercise of the power by the purchaser; or2is the transferor to the purchaser of an interest in the chattel paper.6Presumption of exclusivity of certain powers.If a purchaser has the powers specified in subsection 3, paragraph “c”, subparagraphs (1) and (2), the powers are presumed to be exclusive.7Obtaining control through another person.A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:ahas control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; orbobtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.2000 Acts, ch 1149, §5, 185, 187; 2012 Acts, ch 1052, §4, 37; 2024 Acts, ch 1023, §43554.9105AControl of electronic money.1General rule: control of electronic money.A person has control of electronic money if:athe electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person:1power to avail itself of substantially all the benefit from the electronic money; and2exclusive power, subject to subsection 2, to:aprevent others from availing themselves of substantially all the benefit from the electronic money; andbtransfer control of the electronic money to another person or cause another person to obtain control of other electronic money as a result of the transfer of the electronic money; andbthe electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under paragraph “a”.2Meaning of exclusive.Subject to subsection 3, a power is exclusive under subsection 1, paragraph “a”, subparagraph (2), subparagraph divisions (a) and (b) even if:athe electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded limits the use of the electronic money or has a protocol programmed to cause a change, including a transfer or loss of control; orbthe power is shared with another person.3When power not shared with another person.A power of a person is not shared with another person under subsection 2, paragraph “b” and the person’s power is not exclusive if:athe person can exercise the power only if the power also is exercised by the other person; andbthe other person:1can exercise the power without exercise of the power by the person; or2is the transferor to the person of an interest in the electronic money.4Presumption of exclusivity of certain powers.If a person has the powers specified in subsection 1, paragraph “a”, subparagraph (2), subparagraph divisions (a) and (b) the powers are presumed to be exclusive.5Control through another person.A person has control of electronic money if another person, other than the transferor of an interest in the electronic money:ahas control of the electronic money and acknowledges that it has control on behalf of the person, orbobtains control of the electronic money after having acknowledged that it will obtain control of the electronic money on behalf of the person.2022 Acts, ch 1117, §16; 2024 Acts, ch 1023, §44554.9106Control of investment property.1Control under section 554.8106.A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 554.8106.2Control of commodity contract.A secured party has control of a commodity contract if:athe secured party is the commodity intermediary with which the commodity contract is carried; orbthe commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.3Effect of control of securities account or commodity account.A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.2000 Acts, ch 1149, §6, 185, 187554.9107Control of letter-of-credit right.A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under section 554.5114, subsection 3, or otherwise applicable law or practice.2000 Acts, ch 1149, §7, 185, 187554.9107AControl of controllable account, controllable electronic record, or controllable payment intangible.1Control under section 554.14105.A secured party has control of a controllable electronic record as provided in section 554.14105.2Control of controllable account and controllable payment intangible.A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the controllable account or controllable payment intangible.2022 Acts, ch 1117, §17554.9107BNo requirement to acknowledge or confirm; no duties.1No requirement to acknowledge.A person that has control under section 554.9104, 554.9105, or 554.9105A is not required to acknowledge that it has control on behalf of another person.2No duties or confirmation.If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.2024 Acts, ch 1023, §45554.9108Sufficiency of description.1Sufficiency of description.Except as otherwise provided in subsections 3, 4, and 5, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.2Examples of reasonable identification.Except as otherwise provided in subsection 4, a description of collateral reasonably identifies the collateral if it identifies the collateral by:aspecific listing;bcategory;cexcept as otherwise provided in subsection 5, a type of collateral defined in this chapter;dquantity;ecomputational or allocational formula or procedure; orfexcept as otherwise provided in subsection 3, any other method, if the identity of the collateral is objectively determinable.3Supergeneric description not sufficient.A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral.4Investment property.Except as otherwise provided in subsection 5, a description of a security entitlement, securities account, or commodity account is sufficient if it describes:athe collateral by those terms or as investment property; orbthe underlying financial asset or commodity contract.5When description by type insufficient.A description only by type of collateral defined in this chapter is an insufficient description of:aa commercial tort claim; orbin a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.2000 Acts, ch 1149, §8, 185, 187BAPPLICABILITY OF ARTICLE554.9109Scope.1General scope of Article.Except as otherwise provided in subsections 3 and 4, this Article applies to:aa transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;ban agricultural lien;ca sale of accounts, chattel paper, payment intangibles, or promissory notes;da consignment;ea security interest arising under section 554.2401, 554.2505, 554.2711, subsection 3, or section 554.13508, subsection 5, as provided in section 554.9110; andfa security interest arising under section 554.4210 or 554.5118.2Security interest in secured obligation.The application of this Article to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this Article does not apply.3Extent to which Article does not apply.This Article does not apply to the extent that:aa statute, regulation, or treaty of the United States preempts this Article;banother statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state;ca statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; ordthe rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under section 554.5114.4Inapplicability of Article.This Article does not apply to:aa landlord’s lien, other than an agricultural lien;ba lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but section 554.9333 applies with respect to priority of the lien;can assignment of a claim for wages, salary, or other compensation of an employee;da sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose;ean assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only;fan assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;gan assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;ha transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health care provider of a health care insurance receivable and any subsequent assignment of the right to payment, but sections 554.9315 and 554.9322 apply with respect to proceeds and priorities in proceeds;ian assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;ja right of recoupment or setoff, but:1section 554.9340 applies with respect to the effectiveness of rights of recoupment or setoff against deposit accounts; and2section 554.9404 applies with respect to defenses or claims of an account debtor;kthe creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:1liens on real property in sections 554.9203 and 554.9308;2fixtures in section 554.9334;3fixture filings in sections 554.9501, 554.9502, 554.9512, 554.9516, and 554.9519; and4security agreements covering personal and real property in section 554.9604;lan assignment of a claim arising in tort, other than a commercial tort claim, but sections 554.9315 and 554.9322 apply with respect to proceeds and priorities in proceeds;man assignment of a deposit account in a consumer transaction, but sections 554.9315 and 554.9322 apply with respect to proceeds and priorities in proceeds;na transfer, other than a transfer pursuant to chapter 419, by this state or a governmental unit within this state in connection with a public-finance transaction or a transaction that would be a public-finance transaction but for failure to meet the criterion set forth in section 554.9102, subsection 1, paragraph “bu”, subparagraph (2); oroan assignment of a claim or right to receive any of the following:1compensation for injuries or sickness as provided in 26 U.S.C. §104(a)(1) or (2).2benefits under a special needs trust as provided in 42 U.S.C. §1396p(d)(4).2000 Acts, ch 1149, §9, 185, 187; 2002 Acts, ch 1119, §88554.9110Security interests arising under Article 2 or 13.A security interest arising under section 554.2401, 554.2505, 554.2711, subsection 3, or section 554.13508, subsection 5, is subject to this Article. However, until the debtor obtains possession of the goods:1the security interest is enforceable, even if section 554.9203, subsection 2, paragraph “c”, has not been satisfied;2filing is not required to perfect the security interest;3the rights of the secured party after default by the debtor are governed by Article 2 or 13; and4the security interest has priority over a conflicting security interest created by the debtor.2000 Acts, ch 1149, §10, 185, 187554.9111Reserved.554.9112Repealed by 2000 Acts, ch 1149, §185, 187. 554.9113Repealed by 2000 Acts, ch 1149, §185, 187. 554.9114Repealed by 2000 Acts, ch 1149, §185, 187. 554.9115Repealed by 2000 Acts, ch 1149, §185, 187. 554.9116Repealed by 2000 Acts, ch 1149, §185, 187. 2EFFECTIVENESS OF SECURITY AGREEMENT— ATTACHMENT OF SECURITY INTEREST— RIGHTS OF PARTIES TOSECURITY AGREEMENTAEFFECTIVENESS AND ATTACHMENT554.9201General effectiveness of security agreement.1General effectiveness.Except as otherwise provided in this chapter, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.2Applicable consumer laws.A transaction subject to this Article is subject to any applicable rule of law which establishes a different rule for consumers, including as provided in chapter 537, or any other statute or regulation of this state that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit, and to any consumer protection statute or regulation.3Other applicable law controls.In case of conflict between this Article and a rule of law, statute, or regulation described in subsection 2, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection 2 has only the effect the statute or regulation specifies.4Further deference to other applicable law.This Article does not:avalidate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection 2; orbextend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.2000 Acts, ch 1149, §11, 185, 187554.9202Title to collateral immaterial.Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this Article with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.2000 Acts, ch 1149, §12, 185, 187554.9203Attachment and enforceability of security interest — proceeds — supporting obligations — formal requisites.1Attachment.A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment.2Enforceability.Except as otherwise provided in subsections 3 through 9, a security interest is enforceable against the debtor and third parties with respect to the collateral only if:avalue has been given;bthe debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; andcone of the following conditions is met:1the debtor has signed a security agreement that provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned;2the collateral is not a certificated security and is in the possession of the secured party under section 554.9313 pursuant to the debtor’s security agreement;3the collateral is a certificated security in registered form and the security certificate has been delivered to the secured party under section 554.8301 pursuant to the debtor’s security agreement; 4the collateral is controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights, and the secured party has control under section 554.7106, 554.9104, 554.9105A, 554.9106, 554.9107, or 554.9107A pursuant to the debtor’s security agreement; or5the collateral is chattel paper and the secured party has possession and control under section 554.9314A pursuant to the debtor’s security agreement.3Other UCC provisions.Subsection 2 is subject to section 554.4210 on the security interest of a collecting bank, section 554.5118 on the security interest of a letter-of-credit issuer or nominated person, section 554.9110 on a security interest arising under Article 2 or 13, and section 554.9206 on security interests in investment property.4When person becomes bound by another person’s security agreement.A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this Article or by contract:athe security agreement becomes effective to create a security interest in the person’s property; orbthe person becomes generally obligated for the obligations of the other person, including the obligation secured under the security agreement, and acquires or succeeds to all or substantially all of the assets of the other person.5Effect of new debtor becoming bound.If a new debtor becomes bound as debtor by a security agreement entered into by another person:athe agreement satisfies subsection 2, paragraph “c”, with respect to existing or after-acquired property of the new debtor to the extent the property is described in the agreement; andbanother agreement is not necessary to make a security interest in the property enforceable.6Proceeds and supporting obligations.The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by section 554.9315 and is also attachment of a security interest in a supporting obligation for the collateral.7Lien securing right to payment.The attachment of a security interest in a right to payment or performance secured by a security interest or other lien on personal or real property is also attachment of a security interest in the security interest, mortgage, or other lien.8Security entitlement carried in securities account.The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.9Commodity contracts carried in commodity account.The attachment of a security interest in a commodity account is also attachment of a security interest in the commodity contracts carried in the commodity account.2000 Acts, ch 1149, §13, 185, 187; 2007 Acts, ch 30, §45, 46, 66; 2022 Acts, ch 1117, §18, 19; 2024 Acts, ch 1023, §46, 47554.9204After-acquired property — future advances.1After-acquired collateral.Except as otherwise provided in subsection 2, a security agreement may create or provide for a security interest in after-acquired collateral.2When after-acquired property clause not effective.Subject to subsection 4, a security interest does not attach under a term constituting an after-acquired property clause to:aconsumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; orba commercial tort claim.3Future advances and other value.A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.4Limitation on subsection 2.Subsection 2 does not prevent a security interest from attaching:ato consumer goods as proceeds under section 554.9315, subsection 1, or commingled goods under section 554.9336, subsection 3;bto a commercial tort claim as proceeds under section 554.9315, subsection 1; orcunder an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.2000 Acts, ch 1149, §14, 185, 187; 2024 Acts, ch 1023, §48, 49554.9205Use or disposition of collateral permissible.1When security interest not invalid or fraudulent.A security interest is not invalid or fraudulent against creditors solely because:athe debtor has the right or ability to:1use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;2collect, compromise, enforce, or otherwise deal with collateral;3accept the return of collateral or make repossessions; or4use, commingle, or dispose of proceeds; orbthe secured party fails to require the debtor to account for proceeds or replace collateral.2Requirements of possession not relaxed.This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.2000 Acts, ch 1149, §15, 185, 187554.9206Security interest arising in purchase or delivery of financial asset.1Security interest when person buys through securities intermediary.A security interest in favor of a securities intermediary attaches to a person’s security entitlement if:athe person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; andbthe securities intermediary credits the financial asset to the buyer’s securities account before the buyer pays the securities intermediary.2Security interest secures obligation to pay for financial asset.The security interest described in subsection 1 secures the person’s obligation to pay for the financial asset.3Security interest in payment against delivery transaction.A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if:athe security or other financial asset:1in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment; and2is delivered under an agreement between persons in the business of dealing with such securities or financial assets; andbthe agreement calls for delivery against payment.4Security interest secures obligation to pay for delivery.The security interest described in subsection 3 secures the obligation to make payment for the delivery.2000 Acts, ch 1149, §16, 185, 187BRIGHTS AND DUTIES554.9207Rights and duties of secured party having possession or control of collateral.1Duty of care when secured party in possession.Except as otherwise provided in subsection 4, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.2Expenses, risks, duties, and rights when secured party in possession.Except as otherwise provided in subsection 4, if a secured party has possession of collateral:areasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use, or operation of the collateral are chargeable to the debtor and are secured by the collateral;bthe risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage;cthe secured party shall keep the collateral identifiable, but fungible collateral may be commingled; anddthe secured party may use or operate the collateral:1for the purpose of preserving the collateral or its value;2as permitted by an order of a court having competent jurisdiction; or3except in the case of consumer goods, in the manner and to the extent agreed by the debtor.3Duties and rights when secured party in possession or control.Except as otherwise provided in subsection 4, a secured party having possession of collateral or control of collateral under section 554.7106, 554.9104, 554.9105, 554.9105A, 554.9106, 554.9107, or 554.9107A:amay hold as additional security any proceeds, except money or funds, received from the collateral;bshall apply money or funds received from the collateral to reduce the secured obligation, unless remitted to the debtor; andcmay create a security interest in the collateral.4Buyer of certain rights to payment.If the secured party is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor:asubsection 1 does not apply unless the secured party is entitled under an agreement:1to charge back uncollected collateral; or2otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; andbsubsections 2 and 3 do not apply.2000 Acts, ch 1149, §17, 185, 187; 2007 Acts, ch 30, §45, 46, 67; 2022 Acts, ch 1117, §20554.9208Additional duties of secured party having control of collateral.1Applicability of section.This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value.2Duties of secured party after receiving demand from debtor.Within ten days after receiving a signed demand by the debtor:aa secured party having control of a deposit account under section 554.9104, subsection 1, paragraph “b”, shall send to the bank with which the deposit account is maintained a signed record that releases the bank from any further obligation to comply with instructions originated by the secured party;ba secured party having control of a deposit account under section 554.9104, subsection 1, paragraph “c”, shall:1pay the debtor the balance on deposit in the deposit account; or2transfer the balance on deposit into a deposit account in the debtor’s name;ca secured party, other than a buyer, having control under section 554.9105 of an authoritative electronic copy of a record evidencing chattel paper shall transfer control of the electronic copy to the debtor or a person designated by the debtor;da secured party having control of investment property under section 554.8106, subsection 4, paragraph “b”, or section 554.9106, subsection 2, shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained a signed record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;ea secured party having control of a letter-of-credit right under section 554.9107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party; fa secured party having control under section 554.7106 of an authoritative electronic copy of an electronic document shall transfer control of the electronic copy to the debtor or a person designated by the debtor;ga secured party having control under section 554.9105A of electronic money shall transfer control of the electronic money to the debtor or a person designated by the debtor; andha secured party having control under section 554.14105 of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor.2000 Acts, ch 1149, §18, 185, 187; 2007 Acts, ch 30, §45, 46, 68; 2022 Acts, ch 1117, §21, 22; 2023 Acts, ch 64, §93; 2024 Acts, ch 1023, §50554.9209Duties of secured party if account debtor has been notified of assignment.1Applicability of section.Except as otherwise provided in subsection 3, this section applies if:athere is no outstanding secured obligation; andbthe secured party is not committed to make advances, incur obligations, or otherwise give value.2Duties of secured party after receiving demand from debtor.Within ten days after receiving a signed demand by the debtor, a secured party shall send to an account debtor that has received notification under section 554.9406, subsection 1, or section 554.14106, subsection 2, of an assignment to the secured party as assignee a signed record that releases the account debtor from any further obligation to the secured party.3Inapplicability to sales.This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.2000 Acts, ch 1149, §19, 187; 2024 Acts, ch 1023, §51554.9210Request for accounting — request regarding list of collateral or statement of account.1Definitions.In this section:a“Request” means a record of a type described in paragraph “b”, “c”, or “d”.b“Request for an accounting” means a record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request.c“Request regarding a list of collateral” means a record signed by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.d“Request regarding a statement of account” means a record signed by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.2Duty to respond to requests.Subject to subsections 3, 4, 5, and 6, a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within fourteen days after receipt:ain the case of a request for an accounting, by signing and sending to the debtor an accounting; andbin the case of a request regarding a list of collateral or a request regarding a statement of account, by signing and sending to the debtor an approval or correction.3Request regarding list of collateral statement concerning type of collateral.A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed record including a statement to that effect within fourteen days after receipt.4Request regarding list of collateral no interest claimed.A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within fourteen days after receipt by sending to the debtor a signed record:adisclaiming any interest in the collateral; andbif known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the collateral.5Request for accounting or regarding statement of account no interest in obligation claimed.A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within fourteen days after receipt by sending to the debtor a signed record:adisclaiming any interest in the obligations; andbif known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the obligations.6Charges for responses.A debtor is entitled without charge to one response to a request under this section during any six-month period. The secured party may require payment of a charge not exceeding twenty-five dollars for each additional response.2000 Acts, ch 1149, §20, 187; 2024 Acts, ch 1023, §523PERFECTION AND PRIORITYALAW GOVERNING PERFECTION AND PRIORITY554.9301Law governing perfection and priority of security interests.Except as otherwise provided in sections 554.9303 through 554.9306B, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:1Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.2While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.3Except as otherwise provided in subsection 4, while negotiable tangible documents, goods, instruments, or tangible money is located in a jurisdiction, the local law of that jurisdiction governs:aperfection of a security interest in the goods by filing a fixture filing;bperfection of a security interest in timber to be cut; andcthe effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.4The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.2000 Acts, ch 1149, §21, 185, 187; 2007 Acts, ch 30, §45, 46, 69; 2022 Acts, ch 1117, §23; 2024 Acts, ch 1023, §53, 54554.9302Law governing perfection and priority of agricultural liens.While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.2000 Acts, ch 1149, §22, 185, 187554.9303Law governing perfection and priority of security interests in goods covered by a certificate of title.1Applicability of section.This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.2When goods covered by certificate of title.Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.3Applicable law.The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.2000 Acts, ch 1149, §23, 185, 187554.9304Law governing perfection and priority of security interests in deposit accounts.1Law of bank’s jurisdiction governs.The local law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank’s jurisdiction.2Bank’s jurisdiction.The following rules determine a bank’s jurisdiction for purposes of this part:aIf an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this part, this Article, or this chapter, that jurisdiction is the bank’s jurisdiction.bIf paragraph “a” does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.cIf neither paragraph “a” nor paragraph “b” applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.dIf none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.eIf none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located.2000 Acts, ch 1149, §24, 185, 187; 2024 Acts, ch 1023, §55554.9305Law governing perfection and priority of security interests in investment property.1Governing law — general rules.Except as otherwise provided in subsection 3, the following rules apply:aWhile a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby.bThe local law of the issuer’s jurisdiction as specified in section 554.8110, subsection 4, governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security.cThe local law of the securities intermediary’s jurisdiction as specified in section 554.8110, subsection 5, governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account.dThe local law of the commodity intermediary’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account.eParagraphs “b”, “c”, and “d” apply even if the transaction does not bear any relation to the jurisdiction.2Commodity intermediary’s jurisdiction.The following rules determine a commodity intermediary’s jurisdiction for purposes of this part:aIf an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary’s jurisdiction for purposes of this part, this Article, or this chapter, that jurisdiction is the commodity intermediary’s jurisdiction.bIf paragraph “a” does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.cIf neither paragraph “a” nor paragraph “b” applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.dIf none of the preceding paragraphs applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer’s account is located.eIf none of the preceding paragraphs applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located.3When perfection governed by law of jurisdiction where debtor located.The local law of the jurisdiction in which the debtor is located governs:aperfection of a security interest in investment property by filing;bautomatic perfection of a security interest in investment property created by a broker or securities intermediary; andcautomatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary.2000 Acts, ch 1149, §25, 185, 187; 2024 Acts, ch 1023, §56554.9306Law governing perfection and priority of security interests in letter-of-credit rights.1Governing law — issuer’s or nominated person’s jurisdiction.Subject to subsection 3, the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.2Issuer’s or nominated person’s jurisdiction.For purposes of this part, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in section 554.5116.3When section not applicable.This section does not apply to a security interest that is perfected only under section 554.9308, subsection 4.2000 Acts, ch 1149, §26, 185, 187554.9306ALaw governing perfection and priority of security interests in chattel paper.1Chattel paper evidenced by authoritative electronic copy.Except as provided in subsection 4, if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper’s jurisdiction.2Chattel paper’s jurisdiction.The following rules determine the chattel paper’s jurisdiction under this section:aIf the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper’s jurisdiction for purposes of this section, this part, this Article, or this chapter, that jurisdiction is the chattel paper’s jurisdiction.bIf paragraph “a” does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper’s jurisdiction for purposes of this section, this part, this Article, or this chapter that jurisdiction is the chattel paper’s jurisdiction.cIf paragraphs “a” and “b” do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.dIf paragraphs “a”, “b”, and “c” do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.eIf paragraphs “a” through “d” do not apply, the chattel paper’s jurisdiction is the jurisdiction in which the debtor is located.3Chattel paper evidenced by authoritative tangible copy.If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:aperfection of a security interest in the chattel paper by possession under section 554.9314A; andbthe effect of perfection or nonperfection and the priority of a security interest in the chattel paper.4When perfection governed by law of jurisdiction where debtor located.The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.2022 Acts, ch 1117, §24; 2024 Acts, ch 1023, §57554.9306BLaw governing perfection and priority of security interests in controllable accounts, controllable electronic records, and controllable payment intangibles.1Governing law: general rules.Except as provided in subsection 2, the local law of the controllable electronic record’s jurisdiction specified in section 554.14107, subsections 3 and 4 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.2When perfection governed by law of jurisdiction where debtor located.The local law of the jurisdiction in which the debtor is located governs:aperfection of a security interest in a controllable account, controllable electronic record, or controllable payment intangible by filing; andbautomatic perfection of a security interest in a controllable payment intangible created by a sale of the controllable payment intangible.2024 Acts, ch 1023, §58554.9307Location of debtor.1Place of business.In this section, “place of business” means a place where a debtor conducts its affairs.2Debtor’s location — general rules.Except as otherwise provided in this section, the following rules determine a debtor’s location:aA debtor who is an individual is located at the individual’s principal residence.bA debtor that is an organization and has only one place of business is located at its place of business.cA debtor that is an organization and has more than one place of business is located at its chief executive office.3Limitation of applicability of subsection 2.Subsection 2 applies only if a debtor’s residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection 2 does not apply, the debtor is located in the District of Columbia.4Continuation of location — cessation of existence, etc.A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections 2 and 3.5Location of registered organization organized under state law.A registered organization that is organized under the law of a state is located in that state.6Location of registered organization organized under federal law — bank branches and agencies.Except as otherwise provided in subsection 9, a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:ain the state that the law of the United States designates, if the law designates a state of location;bin the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office; orcin the District of Columbia, if neither paragraph “a” nor paragraph “b” applies.7Continuation of location — change in status of registered organization.A registered organization continues to be located in the jurisdiction specified by subsection 5 or 6 notwithstanding:athe suspension, revocation, forfeiture, or lapse of the registered organization’s status as such in its jurisdiction of organization; orbthe dissolution, winding up, or cancellation of the existence of the registered organization.8Location of United States.The United States is located in the District of Columbia.9Location of foreign bank branch or agency if licensed in only one state.A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.10Location of foreign air carrier.A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.11Section applies only to this part.This section applies only for purposes of this part.2000 Acts, ch 1149, §27, 185, 187; 2012 Acts, ch 1052, §5, 37BPERFECTION554.9308When security interest or agricultural lien is perfected — continuity of perfection.1Perfection of security interest.Except as otherwise provided in this section and section 554.9309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in sections 554.9310, 554.9311, 554.9312, 554.9313, 554.9314, 554.9315, and 554.9316 have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.2Perfection of agricultural lien.An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in section 554.9310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.3Continuous perfection — perfection by different methods.A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this Article and is later perfected by another method under this Article, without an intermediate period when it was unperfected.4Supporting obligation.Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.5Lien securing right to payment.Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.6Security entitlement carried in securities account.Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.7Commodity contract carried in commodity account.Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.2000 Acts, ch 1149, §28, 185, 187; 2022 Acts, ch 1117, §25; 2024 Acts, ch 1023, §59554.9309Security interest perfected upon attachment.The following security interests are perfected when they attach:1a purchase-money security interest in consumer goods, except as otherwise provided in section 554.9311, subsection 2, with respect to consumer goods that are subject to a statute or treaty described in section 554.9311, subsection 1;2an assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or payment intangibles;3a sale of a payment intangible;4a sale of a promissory note;5a security interest created by the assignment of a health care insurance receivable to the provider of the health care goods or services;6a security interest arising under section 554.2401, 554.2505, 554.2711, subsection 3, or section 554.13508, subsection 5, until the debtor obtains possession of the collateral;7a security interest of a collecting bank arising under section 554.4210;8a security interest of an issuer or nominated person arising under section 554.5118;9a security interest arising in the delivery of a financial asset under section 554.9206, subsection 3;10a security interest in investment property created by a broker or securities intermediary;11a security interest in a commodity contract or a commodity account created by a commodity intermediary;12an assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and13a security interest created by an assignment of a beneficial interest in a decedent’s estate.2000 Acts, ch 1149, §29, 185, 187554.9310When filing required to perfect security interest or agricultural lien — security interests and agricultural liens to which filing provisions do not apply.1General rule — perfection by filing.Except as otherwise provided in subsection 2 and section 554.9312, subsection 2, a financing statement must be filed to perfect all security interests and agricultural liens.2Exceptions — filing not necessary.The filing of a financing statement is not necessary to perfect a security interest:athat is perfected under section 554.9308, subsection 4, 5, 6, or 7;bthat is perfected under section 554.9309 when it attaches;cin property subject to a statute, regulation, or treaty described in section 554.9311, subsection 1;din goods in possession of a bailee which is perfected under section 554.9312, subsection 4, paragraph “a” or “b”;ein certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under section 554.9312, subsection 5, 6, or 7;fin collateral in the secured party’s possession under section 554.9313;gin a certificated security which is perfected by delivery of the security certificate to the secured party under section 554.9313;hin controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property, or letter-of-credit rights which are perfected by control under section 554.9314;iin chattel paper which is perfected by possession and control under section 554.9314A;jin proceeds which is perfected under section 554.9315; orkthat is perfected under section 554.9316.3Assignment of perfected security interest.If a secured party assigns a perfected security interest or agricultural lien, a filing under this Article is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.2000 Acts, ch 1149, §30, 185, 187; 2007 Acts, ch 30, §45, 46, 70; 2022 Acts, ch 1117, §26; 2024 Acts, ch 1023, §60, 61554.9311Perfection of security interests in property subject to certain statutes, regulations, and treaties.1Security interest subject to other law.Except as otherwise provided in subsection 4, the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:aa statute, regulation, or treaty of the United States whose requirements for a security interest’s obtaining priority over the rights of a lien creditor with respect to the property preempt section 554.9310, subsection 1;bany certificate-of-title statute, including as provided in chapter 321, covering automobiles, trailers, mobile homes, boats, farm tractors, or the like, which provides for a security interest to be indicated on a certificate of title as a condition or result of perfection; orca statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the property.2Compliance with other law.Compliance with the requirements of a statute, regulation, or treaty described in subsection 1 for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this Article. Except as otherwise provided in subsection 4 and sections 554.9313 and 554.9316, subsections 4 and 5, for goods covered by a certificate of title, a security interest in property subject to a statute, regulation, or treaty described in subsection 1 may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.3Duration and renewal of perfection.Except as otherwise provided in subsection 4 and section 554.9316, subsections 4 and 5, duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subsection 1 are governed by the statute, regulation, or treaty. In other respects, the security interest is subject to this Article.4Inapplicability to certain inventory.During any period in which collateral subject to a statute specified in subsection 1, paragraph “b” is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.2000 Acts, ch 1149, §31, 185, 187; 2012 Acts, ch 1052, §6, 37554.9312Perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, negotiable 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.1Perfection by filing permitted.A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.2Control or possession of certain collateral.Except as otherwise provided in section 554.9315, subsections 3 and 4, for proceeds:aa security interest in a deposit account may be perfected only by control under section 554.9314;bexcept as otherwise provided in section 554.9308, subsection 4, a security interest in a letter-of-credit right may be perfected only by control under section 554.9314; ca security interest in tangible money may be perfected only by the secured party’s taking possession under section 554.9313; andda security interest in electronic money may be perfected only by control under section 554.9314.3Goods covered by negotiable document.While goods are in the possession of a bailee that has issued a negotiable document covering the goods:aa security interest in the goods may be perfected by perfecting a security interest in the document; andba security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.4Goods covered by nonnegotiable document.While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:aissuance of a document in the name of the secured party;bthe bailee’s receipt of notification of the secured party’s interest; orcfiling as to the goods.5Temporary perfection new value.A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of twenty days from the time it attaches to the extent that it arises for new value given under a signed security agreement.6Temporary perfection goods or documents made available to debtor.A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for twenty days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:aultimate sale or exchange; orbloading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.7Temporary perfection delivery of security certificate or instrument to debtor.A perfected security interest in a certificated security or instrument remains perfected for twenty days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:aultimate sale or exchange; orbpresentation, collection, enforcement, renewal, or registration of transfer.8Expiration of temporary perfection.After the twenty-day period specified in subsection 5, 6, or 7 expires, perfection depends upon compliance with this Article.2000 Acts, ch 1149, §32, 185, 187; 2007 Acts, ch 30, §45, 46, 71; 2022 Acts, ch 1117, §27; 2024 Acts, ch 1023, §62554.9313When possession by or delivery to secured party perfects security interest without filing.1Perfection by possession or delivery.Except as otherwise provided in subsection 2, a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under section 554.8301.2Goods covered by certificate of title.With respect to goods covered by a certificate of title issued by this state, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in section 554.9316, subsection 4.3Collateral in possession of person other than debtor.With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business, when:athe person in possession signs a record acknowledging that it holds possession of the collateral for the secured party’s benefit; orbthe person takes possession of the collateral after having signed a record acknowledging that it will hold possession of the collateral for the secured party’s benefit.4Time of perfection by possession continuation of perfection.If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not earlier than the time the secured party takes possession and continues only while the secured party retains possession.5Time of perfection by delivery — continuation of perfection.A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under section 554.8301 and remains perfected by delivery until the debtor obtains possession of the security certificate.6Acknowledgment not required.A person in possession of collateral is not required to acknowledge that it holds possession for a secured party’s benefit.7Effectiveness of acknowledgment — no duties or confirmation.If a person acknowledges that it holds possession for the secured party’s benefit:athe acknowledgment is effective under subsection 3 or section 554.8301, subsection 1, even if the acknowledgment violates the rights of a debtor; andbunless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.8Secured party’s delivery to person other than debtor.A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:ato hold possession of the collateral for the secured party’s benefit; orbto redeliver the collateral to the secured party.9Effect of delivery under subsection 8 — no duties or confirmation.A secured party does not relinquish possession, even if a delivery under subsection 8 violates the rights of a debtor. A person to which collateral is delivered under subsection 8 does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this Article otherwise provides.2000 Acts, ch 1149, §33, 185, 187; 2007 Acts, ch 30, §45, 46, 72; 2022 Acts, ch 1117, §28; 2024 Acts, ch 1023, §63554.9314Perfection by control.1Perfection by control.A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected by control of the collateral under section 554.7106, 554.9104, 554.9105A, 554.9106, 554.9107, or 554.9107A.2Specified collateral time of perfection by control continuation of perfection.A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, or letter-of-credit rights is perfected by control under section 554.7106, 554.9104, 554.9105A, 554.9107, or 554.9107A not earlier than the time the secured party obtains control and remains perfected by control only while the secured party retains control.3Investment property time of perfection by control continuation of perfection.A security interest in investment property is perfected by control under section 554.9106 not earlier than the time the secured party obtains control and remains perfected by control until:athe secured party does not have control; andbone of the following occurs:1if the collateral is a certificated security, the debtor has or acquires possession of the security certificate;2if the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or3if the collateral is a security entitlement, the debtor is or becomes the entitlement holder.2000 Acts, ch 1149, §34, 185, 187; 2007 Acts, ch 30, §45, 46, 73; 2022 Acts, ch 1117, §29; 2024 Acts, ch 1023, §64554.9314APerfection by possession and control of chattel paper.1Perfection by possession and control.A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper.2Time of perfection; continuation of perfection.A security interest is perfected under subsection 1 not earlier than the time the secured party takes possession and obtains control and remains perfected under subsection 1 only while the secured party retains possession and control.3Application of section 554.9313 to perfection by possession of chattel paper.Section 554.9313, subsections 3 and 6 through 9, apply to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.2024 Acts, ch 1023, §65554.9315Secured party’s rights on disposition of collateral and in proceeds.1Disposition of collateral — continuation of security interest or agricultural lien — proceeds.Except as otherwise provided in this Article and in section 554.2403, subsection 2:aa security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; andba security interest attaches to any identifiable proceeds of collateral.2When commingled proceeds identifiable.Proceeds that are commingled with other property are identifiable proceeds:aif the proceeds are goods, to the extent provided by section 554.9336; andbif the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this Article with respect to commingled property of the type involved.3Perfection of security interest in proceeds.A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.4Continuation of perfection.A perfected security interest in proceeds becomes unperfected on the twenty-first day after the security interest attaches to the proceeds unless:athe following conditions are satisfied:1a filed financing statement covers the original collateral;2the proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and3the proceeds are not acquired with cash proceeds;bthe proceeds are identifiable cash proceeds; orcthe security interest in the proceeds is perfected other than under subsection 3 when the security interest attaches to the proceeds or within twenty days thereafter.5When perfected security interest in proceeds becomes unperfected.If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subsection 4, paragraph “a”, becomes unperfected at the later of:awhen the effectiveness of the filed financing statement lapses under section 554.9515 or is terminated under section 554.9513; orbthe twenty-first day after the security interest attaches to the proceeds.2000 Acts, ch 1149, §35, 185, 187554.9316Effect of change in governing law.1General rule effect on perfection of change in governing law.A security interest perfected pursuant to the law of the jurisdiction designated in section 554.9301, subsection 1, section 554.9305, subsection 3, section 554.9306A, subsection 4, or section 554.9306B, subsection 2, remains perfected until the earliest of:athe time perfection would have ceased under the law of that jurisdiction;bthe expiration of four months after a change of the debtor’s location to another jurisdiction; orcthe expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.2Security interest perfected or unperfected under law of new jurisdiction.If a security interest described in subsection 1 becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.3Possessory security interest in collateral moved to new jurisdiction.A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:athe collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;bthereafter the collateral is brought into another jurisdiction; andcupon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.4Goods covered by certificate of title from this state.Except as otherwise provided in subsection 5, a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.5When subsection 4 security interest becomes unperfected against purchasers.A security interest described in subsection 4 becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under section 554.9311, subsection 2, or section 554.9313 are not satisfied before the earlier of:athe time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this state; orbthe expiration of four months after the goods had become so covered.6Change in jurisdiction of chattel paper, controllable electronic record, bank, issuer, nominated person, securities intermediary, or commodity intermediary.A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper’s jurisdiction, the controllable electronic record’s jurisdiction, the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction, or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:athe time the security interest would have become unperfected under the law of that jurisdiction; orbthe expiration of four months after a change of the applicable jurisdiction to another jurisdiction.7Subsection 6 security interest perfected or unperfected under law of new jurisdiction.If a security interest described in subsection 6 becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.8Effect on filed financing statement of change in governing law.The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction:aA financing statement filed before the change pursuant to the law of the jurisdiction designated in section 554.9301, subsection 1, or section 554.9305, subsection 3, is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.bIf a security interest perfected by a financing statement that is effective under paragraph “a” becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in section 554.9301, subsection 1, or section 554.9305, subsection 3, or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.9Effect of change in governing law on financing statement filed against original debtor.If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in section 554.9301, subsection 1, or section 554.9305, subsection 3, and the new debtor is located in another jurisdiction, the following rules apply:aThe financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under section 554.9203, subsection 4, if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.bA security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in section 554.9301, subsection 1, or section 554.9305, subsection 3, or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.2000 Acts, ch 1149, §36, 185, 187; 2012 Acts, ch 1052, §7, 33, 37; 2024 Acts, ch 1023, §66CPRIORITY554.9317Interests that take priority over or take free of security interest or agricultural lien.1Conflicting security interests and rights of lien creditors.A security interest or agricultural lien is subordinate to the rights of:aa person entitled to priority under section 554.9322; andbexcept as otherwise provided in subsection 5, a person that becomes a lien creditor before the earlier of the time:1The security interest or agricultural lien is perfected; or2One of the conditions specified in section 554.9203, subsection 2, paragraph “c” is met and a financing statement covering the collateral is filed.2Buyers that receive delivery.Except as otherwise provided in subsection 5, a buyer, other than a secured party, of goods, instruments, tangible documents, or a security certificate takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.3Lessees that receive delivery.Except as otherwise provided in subsection 5, a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.4Licensees and buyers of certain collateral.Subject to subsections 6 through 9, a licensee of a general intangible or a buyer, other than a secured party, of collateral other than electronic money, goods, instruments, tangible documents, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.5Purchase-money security interest.Except as otherwise provided in sections 554.9320 and 554.9321, if a person files a financing statement with respect to a purchase-money security interest before or within twenty days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.6Buyers of chattel paper.A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and:areceives delivery of each authoritative tangible copy of the record evidencing the chattel paper; andbif each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under section 554.9105, obtains control of each authoritative electronic copy.7Buyers of electronic documents.A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under section 554.7106, obtains control of each authoritative electronic copy.8Buyers of controllable electronic records.A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.9Buyers of controllable accounts and controllable payment intangibles.A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible.2000 Acts, ch 1149, §37, 185, 187; 2007 Acts, ch 30, §45, 46, 74; 2012 Acts, ch 1052, §8, 37; 2024 Acts, ch 1023, §67, 68554.9318No 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.1Seller retains no interest.A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.2Deemed rights of debtor if buyer’s security interest unperfected.For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.2000 Acts, ch 1149, §38, 185, 187554.9319Rights and title of consignee with respect to creditors and purchasers.1Consignee has consignor’s rights.Except as otherwise provided in subsection 2, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.2Applicability of other law.For purposes of determining the rights of a creditor of a consignee, law other than this Article determines the rights and title of a consignee while goods are in the consignee’s possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.2000 Acts, ch 1149, §39, 187554.9320Buyer of goods.1Buyer in ordinary course of business.Except as otherwise provided in subsection 5, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.2Buyer of consumer goods.Except as otherwise provided in subsection 5, a buyer of goods from a person who used or bought the goods for use primarily for personal, family, or household purposes takes free of a security interest, even if perfected, if the buyer buys:awithout knowledge of the security interest;bfor value;cprimarily for the buyer’s personal, family, or household purposes; anddbefore the filing of a financing statement covering the goods.3Effectiveness of filing for subsection 2.To the extent that it affects the priority of a security interest over a buyer of goods under subsection 2, the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by section 554.9316, subsections 1 and 2.4Buyer in ordinary course of business at wellhead or minehead.A buyer in ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.5Possessory security interest not affected.Subsections 1 and 2 do not affect a security interest in goods in the possession of the secured party under section 554.9313.2000 Acts, ch 1149, §40, 187554.9321Licensee of general intangible and lessee of goods in ordinary course of business.1Licensee in ordinary course of business.In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.2Rights of licensee in ordinary course of business.A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.3Rights of lessee in ordinary course of business.A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.2000 Acts, ch 1149, §41, 187554.9322Priorities among conflicting security interests in and agricultural liens on same collateral.1General priority rules.Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:aConflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.bA perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.cThe first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.2Time of perfection — proceeds and supporting obligations.For the purposes of subsection 1, paragraph “a”:athe time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds; andbthe time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.3Special priority rules — proceeds and supporting obligations.Except as otherwise provided in subsection 6, a security interest in collateral which qualifies for priority over a conflicting security interest under section 554.9327, 554.9328, 554.9329, 554.9330, or 554.9331 also has priority over a conflicting security interest in:aany supporting obligation for the collateral; andbproceeds of the collateral if:1the security interest in proceeds is perfected;2the proceeds are cash proceeds or of the same type as the collateral; and3in the case of proceeds that are proceeds of proceeds, all intervening proceeds are cash proceeds, proceeds of the same type as the collateral, or an account relating to the collateral.4First-to-file priority rule for certain collateral.Subject to subsection 5 and except as otherwise provided in subsection 6, if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property, or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security interests in proceeds of the collateral rank according to priority in time of filing.5Applicability of subsection 4.Subsection 4 applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property, or letter-of-credit rights.6Limitations on subsections 1 through 5.Subsections 1 through 5 are subject to:asubsection 7 and the other provisions of this part;bsection 554.4210 with respect to a security interest of a collecting bank;csection 554.5118 with respect to a security interest of an issuer or nominated person; anddsection 554.9110 with respect to a security interest arising under Article 2 or 13.7Priority under agricultural lien statute.A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.2000 Acts, ch 1149, §42, 187554.9323Future advances.1When priority based on time of advance.Except as otherwise provided in subsection 3, for purposes of determining the priority of a perfected security interest under section 554.9322, subsection 1, paragraph “a”, perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:ais made while the security interest is perfected only:1under section 554.9309 when it attaches; or2temporarily under section 554.9312, subsection 5, 6, or 7; andbis not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under section 554.9309 or 554.9312, subsection 5, 6, or 7.2Lien creditor.Except as otherwise provided in subsection 3, a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than forty-five days after the person becomes a lien creditor unless the advance is made:awithout knowledge of the lien; orbpursuant to a commitment entered into without knowledge of the lien.3Buyer of receivables.Subsections 1 and 2 do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.4Buyer of goods.Except as otherwise provided in subsection 5, a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of:athe time the secured party acquires knowledge of the buyer’s purchase; orbforty-five days after the purchase.5Advances made pursuant to commitment — priority of buyer of goods.Subsection 4 does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer’s purchase and before the expiration of the forty-five-day period.6Lessee of goods.Except as otherwise provided in subsection 7, a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of:athe time the secured party acquires knowledge of the lease; orbforty-five days after the lease contract becomes enforceable.7Advances made pursuant to commitment — priority of lessee of goods.Subsection 6 does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the forty-five-day period.2000 Acts, ch 1149, §43, 187; 2024 Acts, ch 1023, §69554.9324Priority of purchase-money security interests.1General rule — purchase-money priority.Except as otherwise provided in subsection 7, a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in section 554.9327, a perfected security interest in its identifiable proceeds also has priority, if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within twenty days thereafter.2Inventory purchase-money priority.Subject to subsection 3 and except as otherwise provided in subsection 7, a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in section 554.9330, and, except as otherwise provided in section 554.9327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:athe purchase-money security interest is perfected when the debtor receives possession of the inventory;bthe purchase-money secured party sends a signed notification to the holder of the conflicting security interest;cthe holder of the conflicting security interest receives the notification within five years before the debtor receives possession of the inventory; anddthe notification states that the person sending the notification has or expects to acquire a purchase-money security interest in inventory of the debtor and describes the inventory.3Holders of conflicting inventory security interests to be notified.Subsection 2, paragraphs “b” through “d”, apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory:aif the purchase-money security interest is perfected by filing, before the date of the filing; orbif the purchase-money security interest is temporarily perfected without filing or possession under section 554.9312, subsection 6, before the beginning of the twenty-day period thereunder.4Livestock purchase-money priority.Subject to subsection 5 and except as otherwise provided in subsection 7, a perfected purchase-money security interest in livestock that are farm products has priority over a conflicting security interest in the same livestock, and, except as otherwise provided in section 554.9327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if:athe purchase-money security interest is perfected when the debtor receives possession of the livestock;bthe purchase-money secured party sends a signed notification to the holder of the conflicting security interest;cthe holder of the conflicting security interest receives the notification within six months before the debtor receives possession of the livestock; anddthe notification states that the person sending the notification has or expects to acquire a purchase-money security interest in livestock of the debtor and describes the livestock.5Holders of conflicting livestock security interests to be notified.Subsection 4, paragraphs “b” through “d”, apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock:aif the purchase-money security interest is perfected by filing, before the date of the filing; orbif the purchase-money security interest is temporarily perfected without filing or possession under section 554.9312, subsection 6, before the beginning of the twenty-day period thereunder.6Software purchase-money priority.Except as otherwise provided in subsection 7, a perfected purchase-money security interest in software has priority over a conflicting security interest in the same collateral, and, except as otherwise provided in section 554.9327, a perfected security interest in its identifiable proceeds also has priority, to the extent that the purchase-money security interest in the goods in which the software was acquired for use has priority in the goods and proceeds of the goods under this section.7Conflicting purchase-money security interests.If more than one security interest qualifies for priority in the same collateral under subsection 1, 2, 4, or 6:aa security interest securing an obligation incurred as all or part of the price of the collateral has priority over a security interest securing an obligation incurred for value given to enable the debtor to acquire rights in or the use of collateral; andbin all other cases, section 554.9322, subsection 1, applies to the qualifying security interests.2000 Acts, ch 1149, §44, 187; 2024 Acts, ch 1023, §70, 71554.9325Priority of security interests in transferred collateral.1Subordination of security interest in transferred collateral.Except as otherwise provided in subsection 2, a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if:athe debtor acquired the collateral subject to the security interest created by the other person;bthe security interest created by the other person was perfected when the debtor acquired the collateral; andcthere is no period thereafter when the security interest is unperfected.2Limitation of subsection 1 subordination.Subsection 1 subordinates a security interest only if the security interest:aotherwise would have priority solely under section 554.9322, subsection 1, or section 554.9324; orbarose solely under section 554.2711, subsection 3, or section 554.13508, subsection 5.2000 Acts, ch 1149, §45, 187554.9326Priority of security interests created by new debtor.1Subordination of security interest created by new debtor.Subject to subsection 2, a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of section 554.9316, subsection 9, paragraph “a”, or section 554.9508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement.2Priority under other provisions multiple original debtors.The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection 1. However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor’s having become bound.2000 Acts, ch 1149, §46, 187; 2012 Acts, ch 1052, §9, 37554.9326APriority of security interests in controllable account, controllable electronic record, and controllable payment intangible.A security interest in a controllable account, controllable electronic record, or controllable payment intangible held by a secured party having control of the account, electronic record, or payment intangible has priority over a conflicting security interest held by a secured party that does not have control.2022 Acts, ch 1117, §30554.9327Priority of security interests in deposit account.The following rules govern priority among conflicting security interests in the same deposit account:1A security interest held by a secured party having control of the deposit account under section 554.9104 has priority over a conflicting security interest held by a secured party that does not have control.2Except as otherwise provided in subsections 3 and 4, security interests perfected by control under section 554.9314 rank according to priority in time of obtaining control.3Except as otherwise provided in subsection 4, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.4A security interest perfected by control under section 554.9104, subsection 1, paragraph “c”, has priority over a security interest held by the bank with which the deposit account is maintained.2000 Acts, ch 1149, §47, 187554.9328Priority of security interests in investment property.The following rules govern priority among conflicting security interests in the same investment property:1A security interest held by a secured party having control of investment property under section 554.9106 has priority over a security interest held by a secured party that does not have control of the investment property.2Except as otherwise provided in subsections 3 and 4, conflicting security interests held by secured parties each of which has control under section 554.9106 rank according to priority in time of:aif the collateral is a security, obtaining control;bif the collateral is a security entitlement carried in a securities account and:1if the secured party obtained control under section 554.8106, subsection 4, paragraph “a”, the secured party’s becoming the person for which the securities account is maintained;2if the secured party obtained control under section 554.8106, subsection 4, paragraph “b”, the securities intermediary’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried or to be carried in the securities account; or3if the secured party obtained control through another person under section 554.8106, subsection 4, paragraph “c”, the time on which priority would be based under this subsection if the other person were the secured party; orcif the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in section 554.9106, subsection 2, paragraph “b”, with respect to commodity contracts carried or to be carried with the commodity intermediary.3A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.4A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.5A security interest in a certificated security in registered form which is perfected by taking delivery under section 554.9313, subsection 1, and not by control under section 554.9314 has priority over a conflicting security interest perfected by a method other than control.6Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under section 554.9106 rank equally.7In all other cases, priority among conflicting security interests in investment property is governed by sections 554.9322 and 554.9323.2000 Acts, ch 1149, §48, 187554.9329Priority of security interests in letter-of-credit right.The following rules govern priority among conflicting security interests in the same letter-of-credit right:1A security interest held by a secured party having control of the letter-of-credit right under section 554.9107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.2Security interests perfected by control under section 554.9314 rank according to priority in time of obtaining control.2000 Acts, ch 1149, §49, 187554.9330Priority of purchaser of chattel paper or instrument.1Purchaser’s priority security interest claimed merely as proceeds.A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:ain good faith and in the ordinary course of the purchaser’s business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under section 554.9105 of each authoritative electronic copy of the record evidencing the chattel paper; andbthe authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.2Purchaser’s priority other security interests.A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under section 554.9105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser’s business, and without knowledge that the purchase violates the rights of the secured party.3Chattel paper purchaser’s priority in proceeds.Except as otherwise provided in section 554.9327, a purchaser having priority in chattel paper under subsection 1 or 2 also has priority in proceeds of the chattel paper to the extent that:asection 554.9322 provides for priority in the proceeds; orbthe proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser’s security interest in the proceeds is unperfected.4Instrument purchaser’s priority.Except as otherwise provided in section 554.9331, subsection 1, a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.5Holder of purchase-money security interest gives new value.For purposes of subsections 1 and 2, the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.6Indication of assignment gives knowledge.For purposes of subsections 2 and 4, if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.2000 Acts, ch 1149, §50, 187; 2024 Acts, ch 1023, §72554.9331Priority 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 claims under Articles 8 and 14.1Rights under Articles 3, 7, 8, and 14 not limited.This Article does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Articles 3, 7, 8, and 14.2Protection under Articles 8 and 14.This Article does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under Article 8 or 14.3Filing not notice.Filing under this Article does not constitute notice of a claim or defense to the holders, purchasers, or persons described in subsections 1 and 2.2000 Acts, ch 1149, §51, 187; 2022 Acts, ch 1117, §31; 2024 Acts, ch 1023, §73554.9332Transfer of money transfer of funds from deposit account.1Transferee of tangible money.A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.2Transferee of funds from deposit account.A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives the funds without acting in collusion with the debtor in violating the rights of the secured party.3Transferee of electronic money.A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.2000 Acts, ch 1149, §52, 187; 2022 Acts, ch 1117, §32; 2024 Acts, ch 1023, §74554.9333Priority of certain liens arising by operation of law.1Possessory lien.In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien:awhich secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person’s business;bwhich is created by statute or rule of law in favor of the person; andcwhose effectiveness depends on the person’s possession of the goods.2Priority of possessory lien.A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise.2000 Acts, ch 1149, §53, 187554.9334Priority of security interests in fixtures and crops.1Security interest in fixtures under this Article.A security interest under this Article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this Article in ordinary building materials incorporated into an improvement on land.2Security interest in fixtures under real property law.This Article does not prevent creation of an encumbrance upon fixtures under real property law.3General rule — subordination of security interest in fixtures.In cases not governed by subsections 4 through 8, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.4Fixtures purchase-money priority.Except as otherwise provided in subsection 8, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:athe security interest is a purchase-money security interest;bthe interest of the encumbrancer or owner arises before the goods become fixtures; andcthe security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter.5Priority of security interest in fixtures over interests in real property.A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:athe debtor has an interest of record in the real property or is in possession of the real property and the security interest:1is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and2has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;bbefore the goods become fixtures, the security interest is perfected by any method permitted by this Article and the fixtures are readily removable:1factory or office machines;2equipment that is not primarily used or leased for use in the operation of the real property; or3replacements of domestic appliances that are consumer goods;cthe conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this Article; ordthe security interest is:1created in a manufactured home in a manufactured-home transaction; and2perfected pursuant to a statute described in section 554.9311, subsection 1, paragraph “b”.6Priority based on consent, disclaimer, or right to remove.A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:athe encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures; orbthe debtor has a right to remove the goods as against the encumbrancer or owner.7Continuation of subsection 6, paragraph “b”, priority.The priority of the security interest under subsection 6, paragraph “b”, continues for a reasonable time if the debtor’s right to remove the goods as against the encumbrancer or owner terminates.8Priority of construction mortgage.A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subsections 5 and 6, a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.9Priority of security interest in crops.Except as provided in subsection 10, a perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property.10Agricultural liens prevail.The provisions of this Article regarding agricultural liens prevail over any inconsistent provisions of subsection 9.2000 Acts, ch 1149, §54, 187; 2024 Acts, ch 1023, §75554.9335Accessions.1Creation of security interest in accession.A security interest may be created in an accession and continues in collateral that becomes an accession.2Perfection of security interest.If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.3Priority of security interest.Except as otherwise provided in subsection 4, the other provisions of this part determine the priority of a security interest in an accession.4Compliance with certificate-of-title statute.A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under section 554.9311, subsection 2.5Removal of accession after default.After default, subject to part 6, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.6Reimbursement following removal.A secured party that removes an accession from other goods under subsection 5 shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.2000 Acts, ch 1149, §55, 187554.9336Commingled goods.1Commingled goods.In this section, “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.2No security interest in commingled goods as such.A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.3Attachment of security interest to product or mass.If collateral becomes commingled goods, a security interest attaches to the product or mass.4Perfection of security interest.If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection 3 is perfected.5Priority of security interest.Except as otherwise provided in subsection 6, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection 3.6Conflicting security interests in product or mass.If more than one security interest attaches to the product or mass under subsection 3, the following rules determine priority:aA security interest that is perfected under subsection 4 has priority over a security interest that is unperfected at the time the collateral becomes commingled goods.bIf more than one security interest is perfected under subsection 4, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.2000 Acts, ch 1149, §56, 187554.9337Priority of security interests in goods covered by certificate of title.If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:1a buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and2the security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under section 554.9311, subsection 2, after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.2000 Acts, ch 1149, §57, 187554.9338Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.If a security interest or agricultural lien is perfected by a filed financing statement providing information described in section 554.9516, subsection 2, paragraph “e”, which is incorrect at the time the financing statement is filed:1the security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and2a purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral.2000 Acts, ch 1149, §58, 187; 2007 Acts, ch 30, §45, 46, 75554.9339Priority subject to subordination.This Article does not preclude subordination by agreement by a person entitled to priority.2000 Acts, ch 1149, §59, 187DRIGHTS OF BANK554.9340Effectiveness of right of recoupment or setoff against deposit account.1Exercise of recoupment or setoff.Except as otherwise provided in subsection 3, a bank with which a deposit account is maintained may exercise any right of recoupment or setoff against a secured party that holds a security interest in the deposit account.2Recoupment or setoff not affected by security interest.Except as otherwise provided in subsection 3, the application of this Article to a security interest in a deposit account does not affect a right of recoupment or setoff of the secured party as to a deposit account maintained with the secured party.3When setoff ineffective.The exercise by a bank of a setoff against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under section 554.9104, subsection 1, paragraph “c”, if the setoff is based on a claim against the debtor.2000 Acts, ch 1149, §60, 187554.9341Bank’s rights and duties with respect to deposit account.Except as otherwise provided in section 554.9340, subsection 3, and unless the bank otherwise agrees in a signed record, a bank’s rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by:1the creation, attachment, or perfection of a security interest in the deposit account;2the bank’s knowledge of the security interest; or3the bank’s receipt of instructions from the secured party.2000 Acts, ch 1149, §61, 187; 2024 Acts, ch 1023, §76554.9342Bank’s right to refuse to enter into or disclose existence of control agreement.This Article does not require a bank to enter into an agreement of the kind described in section 554.9104, subsection 1, paragraph “b”, even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.2000 Acts, ch 1149, §62, 1874RIGHTS OF THIRD PARTIES554.9401Alienability of debtor’s rights.1Other law governs alienability — exceptions.Except as otherwise provided in subsection 2 and sections 554.9406, 554.9407, 554.9408, and 554.9409, whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this Article.2Agreement does not prevent transfer.An agreement between the debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.2000 Acts, ch 1149, §63, 185, 187554.9402Secured party not obligated on contract of debtor or in tort.The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions.2000 Acts, ch 1149, §64, 185, 187554.9403Agreement not to assert defenses against assignee.1Value.In this section, “value” has the meaning provided in section 554.3303, subsection 1.2Agreement not to assert claim or defense.Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:afor value;bin good faith;cwithout notice of a claim of a property or possessory right to the property assigned; anddwithout notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under section 554.3305, subsection 1.3When subsection 2 not applicable.Subsection 2 does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under section 554.3305, subsection 2.4Omission of required statement in consumer transaction.In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this Article requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:athe record has the same effect as if the record included such a statement; andbthe account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.5Rule for individual under other law.This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.6Other law not displaced.Except as otherwise provided in subsection 4, this section does not displace law other than this Article which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.2000 Acts, ch 1149, §65, 185, 187554.9404Rights acquired by assignee — claims and defenses against assignee.1Assignee’s rights subject to terms, claims, and defenses — exceptions.Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections 2 through 5, the rights of an assignee are subject to:aall terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; andbany other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.2Account debtor’s claim reduces amount owed to assignee.Subject to subsection 3 and except as otherwise provided in subsection 4, the claim of an account debtor against an assignor may be asserted against an assignee under subsection 1 only to reduce the amount the account debtor owes.3Rule for individual under other law.This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.4Omission of required statement in consumer transaction.In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this Article requires that the record include a statement to the effect that the account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.5Inapplicability to health care insurance receivable.This section does not apply to an assignment of a health care insurance receivable.2000 Acts, ch 1149, §66, 185, 187; 2024 Acts, ch 1023, §77554.9405Modification of assigned contract.1Effect of modification on assignee.A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections 2 through 4.2Applicability of subsection 1.Subsection 1 applies to the extent that:athe right to payment or a part thereof under an assigned contract has not been fully earned by performance; orbthe right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under section 554.9406, subsection 1.3Rule for individual under other law.This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.4Inapplicability to health care insurance receivable.This section does not apply to an assignment of a health care insurance receivable.2000 Acts, ch 1149, §67, 185, 187554.9406Discharge of account debtor — notification of assignment — identification and proof of assignment — restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.1Discharge of account debtor effect of notification.Subject to subsections 2 through 9 and 11, an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.2When notification ineffective.Subject to subsections 8 and 11, notification is ineffective under subsection 1:aif it does not reasonably identify the rights assigned;bto the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this Article; orcat the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if:1only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee;2a portion has been assigned to another assignee; or3the account debtor knows that the assignment to that assignee is limited.3Proof of assignment.Subject to subsections 8 and 11, if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection 1.4Term restricting assignment generally ineffective.In this subsection, “promissory note” includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subsections 5 and 10A and sections 554.9407 and 554.13303, and subject to subsection 8, a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:aprohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note; orbprovides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note.5Inapplicability of subsection 4 to certain sales.Subsection 4 does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under section 554.9610 or an acceptance of collateral under section 554.9620.6Legal restrictions on assignment generally ineffective. Except as otherwise provided in subsection 10A and sections 554.9407 and 554.13303 and subject to subsections 8 and 9, a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:aprohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in the account or chattel paper; orbprovides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.7Subsection 2, paragraph “c”, not waivable.Subject to subsections 8 and 11, an account debtor shall not waive or vary its option under subsection 2, paragraph “c”.8Rule for individual under other law.This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.9Inapplicability to health care insurance receivable.This section does not apply to an assignment of a health care insurance receivable.10Section prevails over specified inconsistent law.This section prevails over any inconsistent provision of an existing or future statute, rule, or regulation of this state unless the provision is contained in a statute of this state, refers expressly to this section, and states that the provision prevails over this section.10AInapplicability to interests in certain entities.Subsections 4, 6, and 10 do not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.11Inapplicability of certain subsections.Subsections 1, 2, 3, and 7 do not apply to a controllable account or controllable payment intangible.2000 Acts, ch 1149, §68, 185, 187; 2012 Acts, ch 1052, §10, 37; 2022 Acts, ch 1117, §33, 34; 2024 Acts, ch 1023, §78, 79554.9407Restrictions on creation or enforcement of security interest in leasehold interest or in lessor’s residual interest.1Term restricting assignment generally ineffective.Except as otherwise provided in subsection 2, a term in a lease agreement is ineffective to the extent that it:aprohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the lessor’s residual interest in the goods; orbprovides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the lease.2Effectiveness of certain terms.Except as otherwise provided in section 554.13303, subsection 7, a term described in subsection 1, paragraph “b”, is effective to the extent that there is:aa transfer by the lessee of the lessee’s right of possession or use of the goods in violation of the term; orba delegation of a material performance of either party to the lease contract in violation of the term.3Security interest not material impairment.The creation, attachment, perfection, or enforcement of a security interest in the lessor’s interest under the lease contract or the lessor’s residual interest in the goods is not a transfer that materially impairs the lessee’s prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of section 554.13303, subsection 3, unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.2000 Acts, ch 1149, §69, 185, 187554.9408Restrictions on assignment of promissory notes, health care insurance receivables, and certain general intangibles ineffective.1Term restricting assignment generally ineffective.Except as otherwise provided in subsections 2 and 5A, a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health care insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health care insurance receivable, or general intangible, is ineffective to the extent that the term:awould impair the creation, attachment, or perfection of a security interest; orbprovides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health care insurance receivable, or general intangible.2Applicability of subsection 1 to sales of certain rights to payment.Subsection 1 applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under section 554.9610 or an acceptance of collateral under section 554.9620.3Legal restrictions on assignment generally ineffective.Except as otherwise provided in subsection 5A, a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health care insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation:awould impair the creation, attachment, or perfection of a security interest; orbprovides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health care insurance receivable, or general intangible.4Limitation on ineffectiveness under subsections 1 and 3.To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health care insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection 3 would be effective under law other than this Article but is ineffective under subsection 1 or 3, the creation, attachment, or perfection of a security interest in the promissory note, health care insurance receivable, or general intangible:ais not enforceable against the person obligated on the promissory note or the account debtor;bdoes not impose a duty or obligation on the person obligated on the promissory note or the account debtor;cdoes not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;ddoes not entitle the secured party to use or assign the debtor’s rights under the promissory note, health care insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health care insurance receivable, or general intangible;edoes not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; andfdoes not entitle the secured party to enforce the security interest in the promissory note, health care insurance receivable, or general intangible.5Section prevails over specified inconsistent law.This section prevails over any inconsistent provision of an existing or future statute, rule, or regulation of this state unless the provision is contained in a statute of this state, refers expressly to this section, and states that the provision prevails over this section.5AInapplicability to interests in certain entities.This section does not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.6Promissory note.In this section, “promissory note” includes a negotiable instrument that evidences chattel paper.2000 Acts, ch 1149, §70, 185, 187; 2012 Acts, ch 1052, §11, 37; 2024 Acts, ch 1023, §80 – 82554.9409Restrictions on assignment of letter-of-credit rights ineffective.1Term or law restricting assignment generally ineffective.A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary’s assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:awould impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; orbprovides that the assignment or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.2Limitation on ineffectiveness under subsection 1.To the extent that a term in a letter of credit is ineffective under subsection 1 but would be effective under law other than this Article or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit right:ais not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;bimposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; andcdoes not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.2000 Acts, ch 1149, §71, 1875FILINGAFILING OFFICE — CONTENTS AND EFFECTIVENESSOF FINANCING STATEMENT554.9501Filing office.1Filing offices.Except as otherwise provided in subsection 2, if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:athe office designated for the filing or recording of a record of a mortgage on the related real property, if:1the collateral is as-extracted collateral or timber to be cut; or2the financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; orbthe office of the secretary of state in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.2Filing office for transmitting utilities.The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the secretary of state. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.2000 Acts, ch 1149, §72, 185, 187554.9502Contents of financing statement — record of mortgage as financing statement — time of filing financing statement.1Sufficiency of financing statement.Subject to subsection 2, a financing statement is sufficient only if it:aprovides the name of the debtor;bprovides the name of the secured party or a representative of the secured party; andcindicates the collateral covered by the financing statement.2Real-property-related financing statements.Except as otherwise provided in section 554.9501, subsection 2, to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy subsection 1 and also:aindicate that it covers this type of collateral;bindicate that it is to be filed for record in the real property records;cprovide a description of the real property to which the collateral is related sufficient to give constructive notice of a mortgage under the law of this state if the description were contained in a record of the mortgage of the real property; anddif the debtor does not have an interest of record in the real property, provide the name of a record owner.3Record of mortgage as financing statement.A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:athe record indicates the goods or accounts that it covers;bthe goods are or are to become fixtures related to the real property described in the record or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut;cthe record satisfies the requirements for a financing statement in this section, but1the record need not indicate that it is to be filed in the real property records; and2the record sufficiently provides the name of a debtor who is an individual if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is an individual to whom section 554.9503, subsection 1, paragraph “d” applies; anddthe record is duly recorded.4Filing before security agreement or attachment.A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.2000 Acts, ch 1149, §73, 185, 187; 2012 Acts, ch 1052, §12, 37; 2014 Acts, ch 1092, §124554.9503Name of debtor and secured party.1Sufficiency of debtor’s name.A financing statement sufficiently provides the name of the debtor:aexcept as otherwise provided in paragraph “c”, if the debtor is a registered organization or if the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization’s name on the public organic record most recently filed with or issued or enacted by the registered organization’s jurisdiction of organization which purports to state, amend, or restate the registered organization’s name;bsubject to subsection 6, if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative;cif the collateral is held in a trust that is not a registered organization, only if the financing statement:1provides as the name of the debtor:aif the organic record of the trust specifies a name for the trust, the name specified; orbif the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and2 in a separate part of the financing statement:aif the name is provided in accordance with subparagraph (1), subparagraph division (a), indicates that the collateral is held in a trust; orbif the name is provided in accordance with subparagraph (1), subparagraph division (b), provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates;dsubject to subsection 7, if the debtor is an individual to whom this state has issued a driver’s license under chapter 321 that has not expired, only if the financing statement provides the name of the individual which is indicated on the driver’s license;eif the debtor is an individual to whom paragraph “d” does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor; andfin other cases:1if the debtor has a name, only if the financing statement provides the organizational name of the debtor; and2if the debtor does not have a name, only if it provides the names of the partners, members, associates, or other persons comprising the debtor, in a manner that each name provided would be sufficient if the person named were the debtor.2Additional debtor-related information.A financing statement that provides the name of the debtor in accordance with subsection 1 is not rendered ineffective by the absence of:aa trade name or other name of the debtor; orbunless required under subsection 1, paragraph “f”, subparagraph (2), names of partners, members, associates, or other persons comprising the debtor.3Debtor’s trade name insufficient.A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor.4Representative capacity.Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.5Multiple debtors and secured parties.A financing statement may provide the name of more than one debtor and the name of more than one secured party.6Name of decedent.The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the “name of the decedent” under subsection 1, paragraph “b”.7Multiple driver’s licenses.If this state has issued to an individual more than one driver’s license under chapter 321 of a kind described in subsection 1, paragraph “d”, the one that was issued most recently is the one to which subsection 1, paragraph “d” refers.8Definition.In this section, the “name of the settlor or testator” means:aif the settlor is a registered organization, the name that is stated to be the settlor’s name on the public organic record most recently filed with or issued or enacted by the settlor’s jurisdiction of organization which purports to state, amend, or restate the settlor’s name; orbin other cases, the name of the settlor or testator indicated in the trust’s organic record.2000 Acts, ch 1149, §74, 185, 187; 2012 Acts, ch 1052, §13 – 15, 37554.9504Indication of collateral.A financing statement sufficiently indicates the collateral that it covers if the financing statement provides:1a description of the collateral pursuant to section 554.9108; or2an indication that the financing statement covers all assets or all personal property.2000 Acts, ch 1149, §75, 185, 187554.9505Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.1Use of terms other than debtor and secured party.A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in section 554.9311, subsection 1, using the terms “consignor”, “consignee”, “lessor”, “lessee”, “bailor”, “bailee”, “licensor”, “licensee”, “owner”, “registered owner”, “buyer”, “seller”, or words of similar import, instead of the terms “secured party” and “debtor”.2Effect of financing statement under subsection 1.This part applies to the filing of a financing statement under subsection 1 and, as appropriate, to compliance that is equivalent to filing a financing statement under section 554.9311, subsection 2, but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.2000 Acts, ch 1149, §76, 185, 187554.9506Effect of errors or omissions.1Minor errors and omissions.A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.2Financing statement seriously misleading.Except as otherwise provided in subsection 3, a financing statement that fails sufficiently to provide the name of the debtor in accordance with section 554.9503, subsection 1, is seriously misleading.3Financing statement not seriously misleading.If a search of the records of the filing office under the debtor’s correct name, using the filing office’s standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with section 554.9503, subsection 1, the name provided does not make the financing statement seriously misleading.4Debtor’s correct name.For purposes of section 554.9508, subsection 2, the “debtor’s correct name” in subsection 3 means the correct name of the new debtor.2000 Acts, ch 1149, §77, 185, 187554.9507Effect of certain events on effectiveness of financing statement.1Disposition.A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.2Information becoming seriously misleading.Except as otherwise provided in subsection 3 and section 554.9508, a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under section 554.9506.3Change in debtor’s name.If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under section 554.9503, subsection 1, so that the financing statement becomes seriously misleading under section 554.9506:athe financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; andbthe financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.2000 Acts, ch 1149, §78, 185, 187; 2012 Acts, ch 1052, §16, 37554.9508Effectiveness of financing statement if new debtor becomes bound by security agreement.1Financing statement naming original debtor.Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.2Financing statement becoming seriously misleading.If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection 1 to be seriously misleading under section 554.9506:athe financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under section 554.9203, subsection 4; andbthe financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under section 554.9203, subsection 4, unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.3When section not applicable.This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under section 554.9507, subsection 1.2000 Acts, ch 1149, §79, 187554.9509Persons entitled to file a record.1Person entitled to file record.A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if:athe debtor authorizes the filing in a signed record or pursuant to subsection 2 or 3; orbthe person holds an agricultural lien that has become effective at the time of filing and the financing statement covers only collateral in which the person holds an agricultural lien.2Security agreement as authorization.By signing or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering:athe collateral described in the security agreement; andbproperty that becomes collateral under section 554.9315, subsection 1, paragraph “b”, whether or not the security agreement expressly covers proceeds.3Acquisition of collateral as authorization.By acquiring collateral in which a security interest or agricultural lien continues under section 554.9315, subsection 1, paragraph “a”, a debtor authorizes the filing of an initial financing statement, and an amendment, covering the collateral and property that becomes collateral under section 554.9315, subsection 1, paragraph “b”.4Person entitled to file certain amendments.A person may file an amendment other than an amendment that adds collateral covered by a financing statement or an amendment that adds a debtor to a financing statement only if:athe secured party of record authorizes the filing; orbthe amendment is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by section 554.9513, subsection 1 or 3, the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed.5Multiple secured parties of record.If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection 4.2000 Acts, ch 1149, §80, 187; 2024 Acts, ch 1023, §83554.9510Effectiveness of filed record.1Filed record effective if authorized.A filed record is effective only to the extent that it was filed by a person that may file it under section 554.9509 or by the filing office under section 554.9513A.2Authorization by one secured party of record.A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.3Continuation statement not timely filed.A continuation statement that is not filed within the six-month period prescribed by section 554.9515, subsection 4, is ineffective.2000 Acts, ch 1149, §81, 187; 2021 Acts, ch 183, §9554.9511Secured party of record.1Secured party of record.A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under section 554.9514, subsection 1, the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.2Amendment naming secured party of record.If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under section 554.9514, subsection 2, the assignee named in the amendment is a secured party of record.3Amendment deleting secured party of record.A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.2000 Acts, ch 1149, §82, 187554.9512Amendment of financing statement.1Amendment of information in financing statement.Subject to section 554.9509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection 5, otherwise amend the information provided in, a financing statement by filing an amendment that:aidentifies, by its file number, the initial financing statement to which the amendment relates; andbif the amendment relates to an initial financing statement filed or recorded in a filing office described in section 554.9501, subsection 1, paragraph “a”, provides the date and time that the initial financing statement was filed or recorded and the information specified in section 554.9502, subsection 2.2Period of effectiveness not affected.Except as otherwise provided in section 554.9515, the filing of an amendment does not extend the period of effectiveness of the financing statement.3Effectiveness of amendment adding collateral.A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.4Effectiveness of amendment adding debtor.A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.5Certain amendments ineffective.An amendment is ineffective to the extent it:apurports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; orbpurports to delete all secured parties of record and fails to provide the name of a new secured party of record.2000 Acts, ch 1149, §83, 187554.9513Termination statement.1Consumer goods.A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and:athere is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value; orbthe debtor did not authorize the filing of the initial financing statement.2Time for compliance with subsection 1.To comply with subsection 1, a secured party shall cause the secured party of record to file the termination statement:awithin one month after there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value; orbif earlier, within twenty days after the secured party receives a signed demand from a debtor.3Other collateral.In cases not governed by subsection 1, within twenty days after a secured party receives a signed demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:aexcept in the case of a financing statement covering accounts or chattel paper that has been sold or goods that are the subject of a consignment, there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value;bthe financing statement covers accounts or chattel paper that has been sold but as to which the account debtor or other person obligated has discharged its obligation;cthe financing statement covers goods that were the subject of a consignment to the debtor but are not in the debtor’s possession; ordthe debtor did not authorize the filing of the initial financing statement.4Effect of filing termination statement.Except as otherwise provided in section 554.9510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective. Except as otherwise provided in section 554.9510, for purposes of section 554.9519, subsection 7, section 554.9522, subsection 1, and section 554.9523, subsection 3, the filing with the filing office of a termination statement relating to a financing statement that indicates that the debtor is a transmitting utility also causes the effectiveness of the financing statement to lapse.2000 Acts, ch 1149, §84, 187; 2024 Acts, ch 1023, §84554.9513ATermination of wrongfully filed financing statement reinstatement.1Trusted filer.“Trusted filer” means a person that does any of the following:aRegularly causes records to be communicated to the filing office for filing and has provided the filing office with current contact information and information sufficient to establish the person’s identity.bSatisfies either of the following conditions:1The filing office has issued the person credentials for access to online filing services.2The person has established a prepaid or direct debit account for payment of filing fees, regardless of whether the account is used in a particular transaction.2Affidavit of wrongful filing.A person identified as debtor in a filed financing statement may deliver to the filing office a notarized, sworn affidavit that identifies the financing statement by file number, indicates the affiant’s mailing address, and states that the affiant believes that the filed record identifying the affiant as debtor was not authorized to be filed and was caused to be communicated to the filing office with the intent to harass or defraud the affiant. The filing office may reject an affidavit that is incomplete or that it believes was delivered to it with the intent to harass or defraud the secured party. The office of the secretary of state shall adopt a form of affidavit for use under this section.3Termination statement by filing office.Subject to subsection 11, if an affidavit is delivered to the filing office under subsection 2, the filing office shall promptly file a termination statement with respect to the financing statement identified in the affidavit. The termination statement must identify by its file number the initial financing statement to which it relates and must indicate that it was filed pursuant to this section. A termination statement filed under this subsection is not effective until ninety days after it is filed.4No fee charged or refunded.The filing office shall not charge a fee for the filing of an affidavit under subsection 2 or a termination statement under subsection 3. The filing office shall not return any fee paid for filing the financing statement identified in the affidavit, whether or not the financing statement is reinstated under subsection 7.5Notice of termination statement.On the same day that a filing office files a termination statement under subsection 3, the filing office shall send to the secured party of record for the financing statement to which the termination statement relates a notice stating that the termination statement has been filed and will become effective ninety days after filing. The notice shall be sent by certified mail, return receipt requested, to the address provided for the secured party of record in the financing statement with a copy sent by electronic mail to the electronic mail address provided by the secured party of record, if any.6Administrative review action for reinstatement.A secured party that believes in good faith that the filed record identified in an affidavit delivered to the filing office under subsection 2 was authorized to be filed and was not caused to be communicated to the filing office with the intent to harass or defraud the affiant may:aBefore the termination statement takes effect, request that the filing office conduct an expedited review of the filed record and any documentation provided by the secured party. The filing office may as a result of this review remove from the record the termination statement filed by it under subsection 3 before the termination statement takes effect and conduct an administrative review under subsection 11.bFile an action against the filing office seeking reinstatement of the financing statement to which the filed record relates at any time before the expiration of six months after the date on which the termination statement filed under subsection 3 becomes effective. If the affiant is not named as a defendant in the action, the secured party shall send a copy of the petition to the affiant at the address indicated in the affidavit. The exclusive venue for the action shall be in the district court for the county where the filing office in which the financing statement was filed is located. The action shall be considered by the court on an expedited basis.7Filing office to file notice of action for reinstatement.Within ten days after being served with process in an action under subsection 6, the filing office shall file a notice indicating that the action has been commenced. The notice must indicate the file number of the initial financing statement to which the notice relates.8Action for reinstatement successful.If, in an action under subsection 6, the court determines that the financing statement was authorized to be filed and was not caused to be communicated to the filing office with the intent to harass or defraud the affiant, the court shall order that the financing statement be reinstated. If an order of reinstatement is issued by the court, the filing office shall promptly file a record that identifies by its file number the initial financing statement to which the record relates and indicates that the financing statement has been reinstated.9Effect of reinstatement.Upon the filing of a record reinstating a financing statement under subsection 8, the effectiveness of the financing statement is reinstated and the financing statement shall be considered never to have been terminated under this section except as against a purchaser of the collateral that gives value in reasonable reliance upon the termination. A continuation statement filed as provided in section 554.9515, subsection 4, after the effective date of a termination statement filed under subsection 3 or 11 becomes effective if the financing statement is reinstated.10Liability for wrongful filing.If, in an action under subsection 6, the court determines that the filed record identified in an affidavit delivered to the filing office under subsection 2 was caused to be communicated to the filing office with the intent to harass or defraud the affiant, the filing office and the affiant may recover from the secured party that filed the action the costs and expenses, including reasonable attorney fees and the reasonable allocated costs of internal counsel, that the filing office and the affiant incurred in the action. This recovery is in addition to any recovery to which the affiant is entitled under section 554.9625.11Procedure for record filed by trusted filer.If an affidavit delivered to a filing office under subsection 2 relates to a filed record communicated to the filing office by a trusted filer, the filing office shall promptly send to the secured party of record a notice stating that the affidavit has been delivered to the filing office and that the filing office is conducting an administrative review to determine whether the record was caused to be communicated with the intent to harass or defraud the affiant. The notice shall be sent by certified mail, return receipt requested, to the address provided for the secured party in the financing statement with a copy sent by electronic mail to the electronic mail address provided by the secured party of record, if any, and a copy shall be sent in the same manner to the affiant. The administrative review shall be conducted on an expedited basis and the filing office may require the affiant and the secured party of record to provide any additional information that the filing office deems appropriate. If the filing office concludes that the record was caused to be communicated with the intent to harass or defraud the affiant, the filing office shall promptly file a termination statement under subsection 2 that will be effective immediately and send to the secured party of record the notice required by subsection 5. The secured party may thereafter file an action for reinstatement under subsection 6 and the provisions of subsections 7 through 10 are applicable.2021 Acts, ch 183, §10554.9514Assignment of powers of secured party of record.1Assignment reflected on initial financing statement.Except as otherwise provided in subsection 3, an initial financing statement may reflect an assignment of all of the secured party’s power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.2Assignment of filed financing statement.Except as otherwise provided in subsection 3, a secured party of record may assign of record all or part of its power to authorize an amendment to a financing statement by filing in the filing office an amendment of the financing statement which:aidentifies, by its file number, the initial financing statement to which it relates;bprovides the name of the assignor; andcprovides the name and mailing address of the assignee.3Assignment of record of mortgage.An assignment of record of a security interest in a fixture covered by a record of a mortgage which is effective as a financing statement filed as a fixture filing under section 554.9502, subsection 3, may be made only by an assignment of record of the mortgage in the manner provided by law of this state other than this chapter.2000 Acts, ch 1149, §85, 187554.9515Duration and effectiveness of financing statement — effect of lapsed financing statement.1Five-year effectiveness.Except as otherwise provided in subsections 2, 5, 6, and 7, a filed financing statement is effective for a period of five years after the date of filing.2Public-finance or manufactured-home transaction.Except as otherwise provided in subsections 5, 6, and 7, an initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of thirty years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction.3Lapse and continuation of financing statement.The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection 4. Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.4When continuation statement may be filed.A continuation statement may be filed only within six months before the expiration of the five-year period specified in subsection 1 or the thirty-year period specified in subsection 2, whichever is applicable.5Effect of filing continuation statement.Except as otherwise provided in section 554.9510, upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of five years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the five-year period, the financing statement lapses in the same manner as provided in subsection 3, unless, before the lapse, another continuation statement is filed pursuant to subsection 4. Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.6Transmitting utility financing statement.If a debtor is a transmitting utility and a filed initial financing statement so indicates, the financing statement is effective until a termination statement is filed.7Record of mortgage as financing statement.A record of a mortgage that is effective as a financing statement filed as a fixture filing under section 554.9502, subsection 3, remains effective as a financing statement filed as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property.2000 Acts, ch 1149, §86, 187; 2012 Acts, ch 1052, §17, 37554.9516What constitutes filing — effectiveness of filing.1What constitutes filing.Except as otherwise provided in subsection 2, communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.2Refusal to accept record — filing does not occur.Filing does not occur with respect to a record that a filing office refuses to accept because:athe record is not communicated by a method or medium of communication authorized by the filing office;ban amount equal to or greater than the applicable filing fee is not tendered;cthe filing office is unable to index the record because:1in the case of an initial financing statement, the record does not provide a name for the debtor;2in the case of an amendment or information statement, the record:adoes not identify the initial financing statement as required by section 554.9512 or 554.9518, as applicable; orbidentifies an initial financing statement whose effectiveness has lapsed under section 554.9515;3in the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor’s surname; or4in the case of a record filed or recorded in the filing office described in section 554.9501, subsection 1, paragraph “a”, the record does not provide a sufficient description of the real property to which it relates;din the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record;ein the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not:1provide a mailing address for the debtor; or2indicate whether the name provided as the name of the debtor is the name of an individual or an organization; fin the case of an assignment reflected in an initial financing statement under section 554.9514, subsection 1, or an amendment filed under section 554.9514, subsection 2, the record does not provide a name and mailing address for the assignee; orgin the case of a continuation statement, the record is not filed within the six-month period prescribed by section 554.9515, subsection 4.3Rules applicable to subsection 2.For purposes of subsection 2:aa record does not provide information if the filing office is unable to read or decipher the information; andba record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by section 554.9512, 554.9514, or 554.9518, is an initial financing statement.4Refusal to accept record — record effective as filed record.A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection 2, is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.2000 Acts, ch 1149, §87, 187; 2012 Acts, ch 1052, §18 – 20, 37554.9517Effect of indexing errors.The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.2000 Acts, ch 1149, §88, 187554.9518Claim concerning inaccurate or wrongfully filed record.1Statement with respect to record indexed under person’s name.A person may file in the filing office an information statement with respect to a record indexed there under the person’s name if the person believes that the record is inaccurate or was wrongfully filed.2Contents of statement under subsection 1.An information statement under subsection 1 must:aidentify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;bindicate that it is an information statement; andcprovide the basis for the person’s belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person’s belief that the record was wrongfully filed.3Statement by secured party of record.A person may file in the filing office an information statement with respect to a record filed there if the person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under section 554.9509, subsection 4.4Contents of statement under subsection 3.An information statement under subsection 3 must:aidentify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;bindicate that it is an information statement; andcprovide the basis for the person’s belief that the person that filed the record was not entitled to do so under section 554.9509, subsection 4.5Record not affected by information statement.The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.2000 Acts, ch 1149, §89, 187; 2012 Acts, ch 1052, §21, 37BDUTIES AND OPERATION OF FILING OFFICE554.9519Numbering, maintaining, and indexing records — communicating information provided in records.1Filing office duties.For each record filed in a filing office, the filing office shall:aassign a unique number to the filed record;bcreate a record that bears the number assigned to the filed record and the date and time of filing;cmaintain the filed record for public inspection; anddindex the filed record in accordance with subsections 3, 4, and 5.2File number.A file number assigned after January 1, 2002, must include a digit that:ais mathematically derived from or related to the other digits of the file number; andbaids the filing office in determining whether a number communicated as the file number includes a single-digit or transpositional error.3Indexing — general.Except as otherwise provided in subsections 4 and 5, the filing office shall:aindex an initial financing statement according to the name of the debtor and index all filed records relating to the initial financing statement in a manner that associates with one another an initial financing statement and all filed records relating to the initial financing statement; andbindex a record that provides a name of a debtor which was not previously provided in the financing statement to which the record relates also according to the name that was not previously provided.4Indexing — real-property-related financing statement.If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, it must be filed for record and the filing office shall index it:aunder the names of the debtor and of each owner of record shown on the financing statement as if they were the mortgagors under a mortgage of the real property described; andbto the extent that the law of this state provides for indexing of records of mortgages under the name of the mortgagee, under the name of the secured party as if the secured party were the mortgagee thereunder, or, if indexing is by description, as if the financing statement were a record of a mortgage of the real property described.5Indexing — real-property-related assignment.If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index an assignment filed under section 554.9514, subsection 1, or an amendment filed under section 554.9514, subsection 2:aunder the name of the assignor as grantor; andbto the extent that the law of this state provides for indexing a record of the assignment of a mortgage under the name of the assignee, under the name of the assignee.6Retrieval and association capability.The filing office shall maintain a capability:ato retrieve a record by the name of the debtor and:1if the filing office is described in section 554.9501, subsection 1, paragraph “a”, by the file number assigned to the initial financing statement to which the record relates and the date and time that the record was filed or recorded; or2if the filing office is described in section 554.9501, subsection 1, paragraph “b”, by the file number assigned to the initial financing statement to which the record relates; andbto associate and retrieve with one another an initial financing statement and each filed record relating to the initial financing statement.7Removal of debtor’s name.The filing office may not remove a debtor’s name from the index until one year after the effectiveness of a financing statement naming the debtor lapses under section 554.9515 with respect to all secured parties of record.8Timeliness of filing office performance.The filing office shall perform the acts required by subsections 1 through 5 at the time and in the manner prescribed by filing-office rule, but not later than two business days after the filing office receives the record in question.2000 Acts, ch 1149, §90, 187554.9520Acceptance and refusal to accept record.1Mandatory refusal to accept record.A filing office shall refuse to accept a record for filing for a reason set forth in section 554.9516, subsection 2, and may refuse to accept a record for filing only for a reason set forth in section 554.9516, subsection 2.2Communication concerning refusal.If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing-office rule but in no event more than two business days after the filing office receives the record.3When filed financing statement effective.A filed financing statement satisfying section 554.9502, subsections 1 and 2, is effective, even if the filing office is required to refuse to accept it for filing under subsection 1. However, section 554.9338 applies to a filed financing statement providing information described in section 554.9516, subsection 2, paragraph “e”, which is incorrect at the time the financing statement is filed.4Separate application to multiple debtors.If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.2000 Acts, ch 1149, §91, 187554.9521Uniform form of written financing statement and amendment.1Initial financing statement form.A filing office that accepts written records may not refuse to accept a written initial financing statement in a form and format approved by the secretary of state by rule adopted pursuant to chapter 17A except for a reason set forth in section 554.9516, subsection 2. The forms shall be consistent with those set forth in the final official text of the 1999 revisions to Article 9 of the Uniform Commercial Code promulgated by the American law institute and the national conference of commissioners on uniform state laws.2Amendment form.A filing office that accepts written records may not refuse to accept a written amendment in a form and format approved by the secretary of state by rule adopted pursuant to chapter 17A except for a reason set forth in section 554.9516, subsection 2. The forms shall be consistent with those set forth in the final official text of the 1999 revisions to Article 9 of the Uniform Commercial Code promulgated by the American law institute and the national conference of commissioners on uniform state laws.2000 Acts, ch 1149, §92, 187; 2002 Acts, ch 1119, §89554.9522Maintenance and destruction of records.1Post-lapse maintenance and retrieval of information.The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under section 554.9515 with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and:aif the record was filed or recorded in the filing office described in section 554.9501, subsection 1, paragraph “a”, by using the file number assigned to the initial financing statement to which the record relates and the date and time that the record was filed or recorded; orbif the record was filed in the filing office described in section 554.9501, subsection 1, paragraph “b”, by using the file number assigned to the initial financing statement to which the record relates.2Destruction of written records.Except to the extent that a statute governing disposition of public records provides otherwise, the filing office immediately may destroy any written record evidencing a financing statement. However, if the filing office destroys a written record, it shall maintain another record of the financing statement which complies with subsection 1.2000 Acts, ch 1149, §93, 187554.9523Information from filing office — sale or license of records.1Acknowledgment of filing written record.If a person that files a written record requests an acknowledgment of the filing, the filing office shall send to the person an image of the record showing the number assigned to the record pursuant to section 554.9519, subsection 1, paragraph “a”, and the date and time of the filing of the record. However, if the person furnishes a copy of the record to the filing office, the filing office may instead:anote upon the copy the number assigned to the record pursuant to section 554.9519, subsection 1, paragraph “a”, and the date and time of the filing of the record; andbsend the copy to the person.2Acknowledgment of filing other record.If a person files a record other than a written record, the filing office shall communicate to the person an acknowledgment that provides:athe information in the record;bthe number assigned to the record pursuant to section 554.9519, subsection 1, paragraph “a”; andcthe date and time of the filing of the record.3Communication of requested information.The filing office shall communicate or otherwise make available in a record the following information to any person that requests it:awhether there is on file on a date and time specified by the filing office, but not a date earlier than three business days before the filing office receives the request, any financing statement that:1designates a particular debtor or, if the request so states, designates a particular debtor at the address specified in the request;2has not lapsed under section 554.9515 with respect to all secured parties of record; and3if the request so states, has lapsed under section 554.9515 and a record of which is maintained by the filing office under section 554.9522, subsection 1;bthe date and time of filing of each financing statement; andcthe information provided in each financing statement.4Medium for communicating information.In complying with its duty under subsection 3, the filing office may communicate information in any medium. However, if requested, the filing office shall communicate information by issuing a record that can be admitted into evidence in the courts of this state without extrinsic evidence of its authenticity.5Timeliness of filing office performance.The filing office shall perform the acts required by subsections 1 through 4 at the time and in the manner prescribed by filing-office rule, but not later than two business days after the filing office receives the request.6Public availability of records.At least weekly, the filing office shall offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all records filed in it under this part, in every medium from time to time available to the filing office, as provided in chapter 22.2000 Acts, ch 1149, §94, 187554.9524Delay by filing office.Delay by the filing office beyond a time limit prescribed by this part is excused if:1the delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment, or other circumstances beyond control of the filing office; and2the filing office exercises reasonable diligence under the circumstances.2000 Acts, ch 1149, §95, 187554.9525Fees.1Initial financing statement or other record — general rule.Except as otherwise provided in subsections 3 and 4, fees for services rendered by the filing office under this part must be set by rules adopted by the secretary of state’s office for services for that office. The rule must set the fees for filing and indexing a record under this part on the following basis:aif a record presented for filing is communicated to the filing office in writing and consists of more than two pages, the fee for filing and indexing the record must be at least twice the amount of the fee for a record communicated in writing that consists of one or two pages; andbif the record is communicated by another medium authorized by the secretary of state’s office, the fee must be no more than half the amount of the fee for a record communicated in writing that consists of one or two pages.2Number of names.The number of names required to be indexed does not affect the amount of the fee in subsection 1.3Response to information request.A rule adopted pursuant to subsection 1 must set the fee for responding to a request for information from the filing office, including for communicating whether there is on file any financing statement naming a particular debtor. However, if the filing office is in the county, the board of supervisors for the county may adopt an ordinance or resolution setting the fee for responding to a request for the information. A fee for responding to a request communicated in writing must be not less than twice the amount of the fee for responding to a request communicated by another medium authorized by the office of secretary of state or the board of supervisors for the filing office where its filing office is located.4Record of mortgage.This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under section 554.9502, subsection 3. However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.2000 Acts, ch 1149, §96, 187; 2001 Acts, ch 176, §75; 2002 Acts, ch 1119, §90, 91554.9526Filing-office rules.1Adoption of filing-office rules.The office of secretary of state shall adopt and publish rules to implement this Article. The filing-office rules must be:aconsistent with this Article; andbadopted and published in accordance with chapter 17A.2Harmonization of rules.To keep the filing-office rules and practices of the filing office in harmony with the rules and practices of filing offices in other jurisdictions that enact substantially this part, and to keep the technology used by the filing office compatible with the technology used by filing offices in other jurisdictions that enact substantially this part, the office of secretary of state, so far as is consistent with the purposes, policies, and provisions of this Article, in adopting, amending, and repealing filing-office rules, shall:aconsult with filing offices in other jurisdictions that enact substantially this part; andbconsult the most recent version of the Model Rules promulgated by the international association of corporate administrators or any successor organization; andctake into consideration the rules and practices of, and the technology used by, filing offices in other jurisdictions that enact substantially this part.2000 Acts, ch 1149, §97, 187554.9527Duty to report.The office of secretary of state shall report annually on or before December 31 to the governor on the operation of the filing office. The report must contain a statement of the extent to which:1the filing-office rules are not in harmony with the rules of filing offices in other jurisdictions that enact substantially this part and the reasons for these variations; and2the filing-office rules are not in harmony with the most recent version of the Model Rules promulgated by the international association of corporate administrators, or any successor organization, and the reasons for these variations.2000 Acts, ch 1149, §98, 1876DEFAULTADEFAULT AND ENFORCEMENT OF SECURITY INTEREST554.9601Rights after default — judicial enforcement — consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.1Rights of secured party after default.After default, a secured party has the rights provided in this part and, except as otherwise provided in section 554.9602, those provided by agreement of the parties. A secured party:amay reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure; andbif the collateral is documents, may proceed either as to the documents or as to the goods they cover.2Rights and duties of secured party in possession or control.A secured party in possession of collateral or control of collateral under section 554.7106, 554.9104, 554.9105, 554.9105A, 554.9106, 554.9107, or 554.9107A has the rights and duties provided in section 554.9207.3Rights cumulative — simultaneous exercise.The rights under subsections 1 and 2 are cumulative and may be exercised simultaneously.4Rights of debtor and obligor.Except as otherwise provided in subsection 7 and section 554.9605, after default, a debtor and an obligor have the rights provided in this part and by agreement of the parties.5Lien of levy after judgment.If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:athe date of perfection of the security interest or agricultural lien in the collateral;bthe date of filing a financing statement covering the collateral; orcany date specified in a statute under which the agricultural lien was created.6Execution sale.A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this Article.7Consignor or buyer of certain rights to payment.Except as otherwise provided in section 554.9607, subsection 3, this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.2000 Acts, ch 1149, §99, 187; 2007 Acts, ch 30, §45, 46, 76; 2022 Acts, ch 1117, §35554.9602Waiver and variance of rights and duties.Except as otherwise provided in section 554.9624, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections:1section 554.9207, subsection 2, paragraph “d”, subparagraph (3), which deals with use and operation of the collateral by the secured party;2section 554.9210, which deals with requests for an accounting and requests concerning a list of collateral and statement of account;3section 554.9607, subsection 3, which deals with collection and enforcement as to collateral;4section 554.9608, subsection 1, and section 554.9615, subsection 3, to the extent that they deal with application or payment of noncash proceeds of collection, enforcement, or disposition;5section 554.9608, subsection 1, and section 554.9615, subsection 4, to the extent that they require accounting for or payment of surplus proceeds of collateral;6section 554.9609 to the extent that it imposes upon a secured party that takes possession of collateral without judicial process the duty to do so without breach of the peace;7section 554.9610, subsection 2, and sections 554.9611, 554.9613, and 554.9614, which deal with disposition of collateral;8section 554.9615, subsection 6, which deals with calculation of a deficiency or surplus when a disposition is made to the secured party, a person related to the secured party, or a secondary obligor;9section 554.9616, which deals with explanation of the calculation of a surplus or deficiency;10sections 554.9620, 554.9621, and 554.9622, which deal with acceptance of collateral in satisfaction of obligation;11section 554.9623, which deals with redemption of collateral;12section 554.9624, which deals with permissible waivers; and13sections 554.9625 and 554.9626, which deal with the secured party’s liability for failure to comply with this Article.2000 Acts, ch 1149, §100, 187; 2002 Acts, ch 1119, §92554.9603Agreement on standards concerning rights and duties.1Agreed standards.The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in section 554.9602 if the standards are not manifestly unreasonable.2Agreed standards inapplicable to breach of peace.Subsection 1 does not apply to the duty under section 554.9609 to refrain from breaching the peace.2000 Acts, ch 1149, §101, 187554.9604Procedure if security agreement covers real property or fixtures.1Enforcement — personal and real property.If a security agreement covers both personal and real property, a secured party may proceed:aunder this part as to the personal property without prejudicing any rights with respect to the real property; orbas to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply.2Enforcement — fixtures.Subject to subsection 3, if a security agreement covers goods that are or become fixtures, a secured party may proceed:aunder this part; orbin accordance with the rights with respect to real property, in which case the other provisions of this part do not apply.3Removal of fixtures.Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.4Injury caused by removal.A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.2000 Acts, ch 1149, §102, 187554.9605Unknown debtor or secondary obligor.1In general: no duty owed by a secured party.Except as provided in subsection 2, a secured party does not owe a duty based on its status as secured party:ato a person that is a debtor or obligor, unless the secured party knows:1that the person is a debtor or obligor;2the identity of the person; and3how to communicate with the person; orbto a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:1that the person is a debtor; and2the identity of the person.2Exception: secured party owes a duty to debtor or obligor.A secured party owes a duty based on its status as a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible, or at the time the security interest attaches to the collateral, whichever is later:athe person is a debtor or obligor; andbthe secured party knows that the information in subsection 1, paragraph “a”, subparagraph (1), (2), or (3) relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.2000 Acts, ch 1149, §103, 187; 2022 Acts, ch 1117, §36; 2024 Acts, ch 1023, §85554.9606Time of default for agricultural lien.For purposes of this part, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.2000 Acts, ch 1149, §104, 187554.9607Collection and enforcement by secured party.1Collection and enforcement generally.If so agreed, and in any event after default, a secured party:amay notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;bmay take any proceeds to which the secured party is entitled under section 554.9315;cmay enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;dif it holds a security interest in a deposit account perfected by control under section 554.9104, subsection 1, paragraph “a”, may apply the balance of the deposit account to the obligation secured by the deposit account; andeif it holds a security interest in a deposit account perfected by control under section 554.9104, subsection 1, paragraph “b” or “c”, may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.2Nonjudicial enforcement of mortgage.If necessary to enable a secured party to exercise under subsection 1, paragraph “c”, the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded:aa copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; andbthe secured party’s sworn affidavit in recordable form stating that:1a default has occurred with respect to the obligation secured by the mortgage; and2the secured party is entitled to enforce the mortgage nonjudicially.3Commercially reasonable collection and enforcement.A secured party shall proceed in a commercially reasonable manner if the secured party:aundertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; andbis entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.4Expenses of collection and enforcement.A secured party may deduct from the collections made pursuant to subsection 3 reasonable expenses of collection and enforcement, including reasonable attorney’s fees and legal expenses incurred by the secured party.5Duties to secured party not affected.This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party.2000 Acts, ch 1149, §105, 187; 2012 Acts, ch 1052, §22, 37554.9608Application of proceeds of collection or enforcement — liability for deficiency and right to surplus.1Application of proceeds, surplus, and deficiency if obligation secured.If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:aa secured party shall apply or pay over for application the cash proceeds of collection or enforcement under section 554.9607 in the following order to:1the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney’s fees and legal expenses incurred by the secured party;2the satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and3the satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives a signed demand for proceeds before distribution of the proceeds is completed.bif requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder’s demand under paragraph “a”, subparagraph (3).ca secured party need not apply or pay over for application noncash proceeds of collection and enforcement under section 554.9607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.da secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.2No surplus or deficiency in sales of certain rights to payment.If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.2000 Acts, ch 1149, §106, 187; 2024 Acts, ch 1023, §86554.9609Secured party’s right to take possession after default.1Possession — rendering equipment unusable — disposition on debtor’s premises.After default, a secured party:amay take possession of the collateral; andbwithout removal, may render equipment unusable and dispose of collateral on a debtor’s premises under section 554.9610.2Judicial and nonjudicial process.A secured party may proceed under subsection 1:apursuant to judicial process; orbwithout judicial process, if it proceeds without breach of the peace.3Assembly of collateral.If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.2000 Acts, ch 1149, §107, 187554.9610Disposition of collateral after default.1Disposition after default.After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.2Commercially reasonable disposition.Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.3Purchase by secured party.A secured party may purchase collateral:aat a public disposition; orbat a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.4Warranties on disposition.A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.5Disclaimer of warranties.A secured party may disclaim or modify warranties under subsection 4:ain a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; orbby communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.6Record sufficient to disclaim warranties.A record is sufficient to disclaim warranties under subsection 5 if it indicates “There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition” or uses words of similar import.2000 Acts, ch 1149, §108, 187554.9611Notification before disposition of collateral.1Notification date.In this section, “notification date” means the earlier of the dates on which:aa secured party sends to the debtor and any secondary obligor a signed notification of disposition; orbthe debtor and any secondary obligor waive the right to notification.2Notification of disposition required.Except as otherwise provided in subsection 4, a secured party that disposes of collateral under section 554.9610 shall send to the persons specified in subsection 3 a reasonable signed notification of disposition.3Persons to be notified.To comply with subsection 2, the secured party shall send a signed notification of disposition to:athe debtor;bany secondary obligor; andcif the collateral is other than consumer goods:1any other person from which the secured party has received, before the notification date, a signed notification of a claim of an interest in the collateral;2any other secured party or lienholder that, ten days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:aidentified the collateral;bwas indexed under the debtor’s name as of that date; andcwas filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and3any other secured party that, ten days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 554.9311, subsection 1.4Subsection 2 inapplicable — perishable collateral — recognized market.Subsection 2 does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.5Compliance with subsection 3, paragraph “c”, subparagraph (2).A secured party complies with the requirement for notification prescribed by subsection 3, paragraph “c”, subparagraph (2), if:anot later than twenty days or earlier than thirty days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor’s name in the office indicated in subsection 3, paragraph “c”, subparagraph (2); andbbefore the notification date, the secured party:1did not receive a response to the request for information; or2received a response to the request for information and sent a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.2000 Acts, ch 1149, §109, 187; 2024 Acts, ch 1023, §87 – 89554.9612Timeliness of notification before disposition of collateral.1Reasonable time is question of fact.Except as otherwise provided in subsection 2, whether a notification is sent within a reasonable time is a question of fact.2Ten-day period sufficient in nonconsumer transaction.In a transaction other than a consumer transaction, a notification of disposition sent after default and ten days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.2000 Acts, ch 1149, §110, 187554.9613Contents and form of notification before disposition of collateral general.1Contents and form of notification.Except in a consumer-goods transaction, the following rules apply:aThe contents of a notification of disposition are sufficient if the notification:1describes the debtor and the secured party;2describes the collateral that is the subject of the intended disposition;3states the method of intended disposition;4states that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and5states the time and place of a public disposition or the time after which any other disposition is to be made.bWhether the contents of a notification that lacks any of the information specified in paragraph “a” are nevertheless sufficient is a question of fact.cThe contents of a notification providing substantially the information specified in paragraph “a” are sufficient, even if the notification includes:1information not specified by that paragraph; or2minor errors that are not seriously misleading.dA particular phrasing of the notification is not required.eThe following form of notification and the form appearing in section 554.9614, subsection 1, paragraph “c”, when completed in accordance with the instructions in subsection 2 and section 554.9614, subsection 2, each provides sufficient information:NOTIFICATION OF DISPOSITION OF COLLATERALTo:(Name of debtor, obligor, or other person to which the notification is sent)From:(Name, address, and telephone number of secured party){1}Name of any debtor that is not an addressee: (Name of each debtor){2}We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows:(Date)(Time)(Place){3}We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.{4}You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license.{5}If you request an accounting you must pay a charge of $(amount).{6}You may request an accounting by calling us at (telephone number).[End of Form]2Instructions for form of notification.The following instructions apply to the form of notification in subsection 1, paragraph “e”:aThe instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection 1, paragraph “e”. Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.bInclude and complete item {1} only if there is a debtor that is not an addressee of the notification and list the name or names.cInclude and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition of the collateral. If item {2} is included, include the words “to the highest qualified bidder” only if applicable.dInclude and complete items {4} and {6}.eInclude and complete item {5} only if the sender will charge the recipient for an accounting.2000 Acts, ch 1149, §111, 187; 2024 Acts, ch 1023, §90554.9614Contents and form of notification before disposition of collateral consumer-goods transaction.1Contents and form of notification.In a consumer-goods transaction, the following rules apply:aA notification of disposition must provide the following information:1the information specified in section 554.9613, subsection 1, paragraph “a”;2a description of any liability for a deficiency of the person to which the notification is sent;3a telephone number from which the amount that must be paid to the secured party to redeem the collateral under section 554.9623 is available; and4a telephone number or mailing address from which additional information concerning the disposition and the obligation secured is available.bA particular phrasing of the notification is not required.cThe following form of notification, when completed in accordance with the instructions in paragraph “b”, provides sufficient information:NOTICE OF OUR PLAN TO SELL PROPERTY(Name and address of any obligor who is also a debtor)Subject: (Identify transaction)We have your (describe collateral), because you broke promises in our agreement.{1}We will sell (describe collateral) at public sale. A sale could include a lease or license. The sale will be held as follows:(Date)(Time)(Place)You may attend the sale and bring bidders if you want.{2}We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.{3}The money that we get from the sale, after paying our costs, will reduce the amount you owe. If we get less money than you owe, you (will or will not, as applicable) still owe us the difference. If we get more money than you owe, you will get the extra money, unless we must pay it to someone else.{4}You can get the property back at any time before we sell it by paying us the full amount you owe, not just the past due payments, including our expenses. To learn the exact amount you must pay, call us at (telephone number).{5}If you want us to explain to you in (writing) (writing or in (description of electronic record)) (description of electronic record) how we have figured the amount that you owe us, {6} call us at (telephone number) (or) (write us at (secured party’s address)) (or contact us by (description of electronic communication method)) {7} and request (a written explanation) (a written explanation or an explanation in (description of electronic record)) (an explanation in (description of electronic record)).{8}We will charge you $(amount) for the explanation if we sent you another written explanation of the amount you owe us within the last six months.{9}If you need more information about the sale (call us at (telephone number)) (or) (write us at (secured party’s address)) (or contact us by (description of electronic communication method)).{10}We are sending this notice to the following other people who have an interest in (describe collateral) or who owe money under your agreement:(Names of all other debtors and obligors, if any)[End of Form]2Instructions for form of notification.The following instructions apply to the form of notification in subsection 1, paragraph “c”:aThe instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection 1, paragraph “c”. Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.bInclude and complete either item {1}, if the notification relates to a public disposition of the collateral, or item {2}, if the notification relates to a private disposition of the collateral.cInclude and complete items {3}, {4}, {5}, {6}, and {7}.dIn item {5}, include and complete any one of the three alternative methods for the explanation writing, writing or electronic record, or electronic record. eIn item {6}, include the telephone number. In addition, the sender may include and complete either or both of the two additional alternative methods of communication writing or electronic communication for the recipient of the notification to communicate with the sender. Neither of the two additional methods of communication is required to be included.fIn item {7}, include and complete the method or methods for the explanation writing, writing or electronic record, or electronic record included in item {5}.gInclude and complete item {8} only if a written explanation is included in item {5} as a method for communicating the explanation and the sender will charge the recipient for another written explanation.hIn item {9}, include either the telephone number or the address or both the telephone number and the address. In addition, the sender may include and complete the additional method of communication electronic communication for the recipient of the notification to communicate with the sender. The additional method of electronic communication is not required to be included.iIf item {10} does not apply, insert “None” after “agreement:”.2000 Acts, ch 1149, §112, 187; 2024 Acts, ch 1023, §91554.9615Application of proceeds of disposition — liability for deficiency and right to surplus.1Application of proceeds.A secured party shall apply or pay over for application the cash proceeds of disposition under section 554.9610 in the following order to:athe reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the extent provided for by agreement and not prohibited by law, reasonable attorney’s fees and legal expenses incurred by the secured party;bthe satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made;cthe satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if:1the secured party receives from the holder of the subordinate security interest or other lien a signed demand for proceeds before distribution of the proceeds is completed; and2in a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor; andda secured party that is a consignor of the collateral if the secured party receives from the consignor a signed demand for proceeds before distribution of the proceeds is completed.2Proof of subordinate interest.If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder’s demand under subsection 1, paragraph “c”.3Application of noncash proceeds.A secured party need not apply or pay over for application noncash proceeds of disposition under section 554.9610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.4Surplus or deficiency if obligation secured.If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection 1 and permitted by subsection 3:aunless subsection 1, paragraph “d”, requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; andbthe obligor is liable for any deficiency.5No surplus or deficiency in sales of certain rights to payment.If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes:athe debtor is not entitled to any surplus; andbthe obligor is not liable for any deficiency.6Calculation of surplus or deficiency in disposition to person related to secured party.The surplus or deficiency following a disposition is calculated based on the amount of proceeds that would have been realized in a disposition complying with this part to a transferee other than the secured party, a person related to the secured party, or a secondary obligor if:athe transferee in the disposition is the secured party, a person related to the secured party, or a secondary obligor; andbthe amount of proceeds of the disposition is significantly below the range of proceeds that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.7Cash proceeds received by junior secured party.A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made:atakes the cash proceeds free of the security interest or other lien;bis not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; andcis not obligated to account to or pay the holder of the security interest or other lien for any surplus.2000 Acts, ch 1149, §113, 187; 2024 Acts, ch 1023, §92, 93554.9616Explanation of calculation of surplus or deficiency.1Definitions.In this section:a“Explanation” means a record that:1states the amount of the surplus or deficiency;2provides an explanation in accordance with subsection 3 of how the secured party calculated the surplus or deficiency;3states, if applicable, that future debits, credits, charges, including additional credit service charges or interest, rebates, and expenses may affect the amount of the surplus or deficiency; and4provides a telephone number or mailing address from which additional information concerning the transaction is available.b“Request” means a record:1signed by a debtor or consumer obligor;2requesting that the recipient provide an explanation; and3sent after disposition of the collateral under section 554.9610.2Explanation of calculation.In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under section 554.9615, the secured party shall:asend an explanation to the debtor or consumer obligor, as applicable, after the disposition and:1before or when the secured party accounts to the debtor and pays any surplus or first makes demand in a record on the consumer obligor after the disposition for payment of the deficiency; and2within fourteen days after receipt of a request; orbin the case of a consumer obligor who is liable for a deficiency, within fourteen days after receipt of a request, send to the consumer obligor a record waiving the secured party’s right to a deficiency.3Required information.To comply with subsection 1, paragraph “a”, subparagraph (2), an explanation must provide the following information in the following order:athe aggregate amount of obligations secured by the security interest under which the disposition was made, and, if the amount reflects a rebate of unearned interest or credit service charge, an indication of that fact, calculated as of a specified date:1if the secured party takes or receives possession of the collateral after default, not more than thirty-five days before the secured party takes or receives possession; or2if the secured party takes or receives possession of the collateral before default or does not take possession of the collateral, not more than thirty-five days before the disposition;bthe amount of proceeds of the disposition;cthe aggregate amount of the obligations after deducting the amount of proceeds;dthe amount, in the aggregate or by type, and types of expenses, including expenses of retaking, holding, preparing for disposition, processing, and disposing of the collateral, and attorney’s fees secured by the collateral which are known to the secured party and relate to the current disposition;ethe amount, in the aggregate or by type, and types of credits, including rebates of interest or credit service charges, to which the obligor is known to be entitled and which are not reflected in the amount in paragraph “a”; andfthe amount of the surplus or deficiency.4Substantial compliance.A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection 1 is sufficient, even if it includes minor errors that are not seriously misleading.5Charges for responses.A debtor or consumer obligor is entitled without charge to one response to a request under this section during any six-month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to subsection 2, paragraph “a”. The secured party may require payment of a charge not exceeding twenty-five dollars for each additional response.2000 Acts, ch 1149, §114, 187; 2024 Acts, ch 1023, §94 – 97554.9617Rights of transferee of collateral.1Effects of disposition.A secured party’s disposition of collateral after default:atransfers to a transferee for value all of the debtor’s rights in the collateral;bdischarges the security interest under which the disposition is made; andcdischarges any subordinate security interest or other subordinate lien.2Rights of good-faith transferee.A transferee that acts in good faith takes free of the rights and interests described in subsection 1, even if the secured party fails to comply with this Article or the requirements of any judicial proceeding.3Rights of other transferee.If a transferee does not take free of the rights and interests described in subsection 1, the transferee takes the collateral subject to:athe debtor’s rights in the collateral;bthe security interest or agricultural lien under which the disposition is made; andcany other security interest or other lien.2000 Acts, ch 1149, §115, 187554.9618Rights and duties of certain secondary obligors.1Rights and duties of secondary obligor.A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:areceives an assignment of a secured obligation from the secured party;breceives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; orcis subrogated to the rights of a secured party with respect to collateral.2Effect of assignment, transfer, or subrogation.An assignment, transfer, or subrogation described in subsection 1:ais not a disposition of collateral under section 554.9610; andbrelieves the secured party of further duties under this Article.2000 Acts, ch 1149, §116, 187554.9619Transfer of record or legal title.1Transfer statement.In this section, “transfer statement” means a record signed by a secured party stating:athat the debtor has defaulted in connection with an obligation secured by specified collateral;bthat the secured party has exercised its post-default remedies with respect to the collateral;cthat, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; anddthe name and mailing address of the secured party, debtor, and transferee.2Effect of transfer statement.A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate-of-title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall:aaccept the transfer statement;bpromptly amend its records to reflect the transfer; andcif applicable, issue a new appropriate certificate of title in the name of the transferee.3Transfer not a disposition — no relief of secured party’s duties.A transfer of the record or legal title to collateral to a secured party under subsection 2 or otherwise is not of itself a disposition of collateral under this Article and does not of itself relieve the secured party of its duties under this Article.2000 Acts, ch 1149, §117, 187; 2024 Acts, ch 1023, §98Transfer of title or interest in vehicles, §321.45 – 321.52A554.9620Acceptance of collateral in full or partial satisfaction of obligation — compulsory disposition of collateral.1Conditions to acceptance in satisfaction.Except as otherwise provided in subsection 7, a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:athe debtor consents to the acceptance under subsection 3;bthe secured party does not receive, within the time set forth in subsection 4, a notification of objection to the proposal signed by:1a person to which the secured party was required to send a proposal under section 554.9621; or2any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest that is the subject of the proposal;cif the collateral is consumer goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance; anddsubsection 5 does not require the secured party to dispose of the collateral or the debtor waives the requirement pursuant to section 554.9624.2Purported acceptance ineffective.A purported or apparent acceptance of collateral under this section is ineffective unless:athe secured party consents to the acceptance in a signed record or sends a proposal to the debtor; andbthe conditions of subsection 1 are met.3Debtor’s consent.For purposes of this section:aa debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default; andba debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default or the secured party:1sends to the debtor after default a proposal that is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained;2in the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and3does not receive a notification of objection signed by the debtor within twenty days after the proposal is sent.4Effectiveness of notification.To be effective under subsection 1, paragraph “b”, a notification of objection must be received by the secured party:ain the case of a person to which the proposal was sent pursuant to section 554.9621, within twenty days after notification was sent to that person; andbin other cases:1within twenty days after the last notification was sent pursuant to section 554.9621; or2if a notification was not sent, before the debtor consents to the acceptance under subsection 3.5Mandatory disposition of consumer goods.A secured party that has taken possession of collateral shall dispose of the collateral pursuant to section 554.9610 within the time specified in subsection 6 if:asixty percent of the cash price has been paid in the case of a purchase-money security interest in consumer goods; orbsixty percent of the principal amount of the obligation secured has been paid in the case of a non-purchase-money security interest in consumer goods.6Compliance with mandatory disposition requirement.To comply with subsection 5, the secured party shall dispose of the collateral:awithin ninety days after taking possession; orbwithin any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and signed after default.7No partial satisfaction in consumer transaction.In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures.2000 Acts, ch 1149, §118, 187; 2024 Acts, ch 1023, §99 – 102554.9621Notification of proposal to accept collateral.1Persons to which proposal to be sent.A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:aany person from which the secured party has received, before the debtor consented to the acceptance, a signed notification of a claim of an interest in the collateral;bany other secured party or lienholder that, ten days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:1identified the collateral;2was indexed under the debtor’s name as of that date; and3was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date; andcany other secured party that, ten days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 554.9311, subsection 1.2Proposal to be sent to secondary obligor in partial satisfaction.A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection 1.2000 Acts, ch 1149, §119, 187; 2024 Acts, ch 1023, §103554.9622Effect of acceptance of collateral.1Effect of acceptance.A secured party’s acceptance of collateral in full or partial satisfaction of the obligation it secures:adischarges the obligation to the extent consented to by the debtor;btransfers to the secured party all of a debtor’s rights in the collateral;cdischarges the security interest or agricultural lien that is the subject of the debtor’s consent and any subordinate security interest or other subordinate lien; anddterminates any other subordinate interest.2Discharge of subordinate interest notwithstanding noncompliance.A subordinate interest is discharged or terminated under subsection 1, even if the secured party fails to comply with this Article.2000 Acts, ch 1149, §120, 187554.9623Right to redeem collateral.1Persons that may redeem.A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.2Requirements for redemption.To redeem collateral, a person shall tender:afulfillment of all obligations secured by the collateral; andbthe reasonable expenses and attorney’s fees described in section 554.9615, subsection 1, paragraph “a”.3When redemption may occur.A redemption may occur at any time before a secured party:ahas collected collateral under section 554.9607;bhas disposed of collateral or entered into a contract for its disposition under section 554.9610; orchas accepted collateral in full or partial satisfaction of the obligation it secures under section 554.9622.2000 Acts, ch 1149, §121, 187554.9624Waiver.1Waiver of disposition notification.A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 554.9611 only by an agreement to that effect entered into and signed after default.2Waiver of mandatory disposition.A debtor may waive the right to require disposition of collateral under section 554.9620, subsection 5, only by an agreement to that effect entered into and signed after default.3Waiver of redemption right.Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under section 554.9623 only by an agreement to that effect entered into and signed after default.2000 Acts, ch 1149, §122, 187; 2024 Acts, ch 1023, §104BNONCOMPLIANCE WITH ARTICLE554.9625Remedies for secured party’s failure to comply with Article.1Judicial orders concerning noncompliance.If it is established that a secured party is not proceeding in accordance with this Article, a court may order or restrain collection, enforcement, or disposition of collateral on appropriate terms and conditions.2Damages for noncompliance.Subject to subsections 3, 4, and 6, a person is liable for damages in the amount of any loss caused by a failure to comply with this Article. Loss caused by a failure to comply may include loss resulting from the debtor’s inability to obtain, or increased costs of, alternative financing.3Persons entitled to recover damages statutory damages if collateral is consumer goods.Except as otherwise provided in section 554.9628:aa person that, at the time of the failure, was a debtor, was an obligor, or held a security interest in or other lien on the collateral may recover damages under subsection 2 for its loss; andbif the collateral is consumer goods, a person that was a debtor or a secondary obligor at the time a secured party failed to comply with this part may recover for that failure in any event an amount not less than the credit service charge plus ten percent of the principal amount of the obligation or the time-price differential plus ten percent of the cash price.4Recovery when deficiency eliminated or reduced.A debtor whose deficiency is eliminated under section 554.9626 may recover damages for the loss of any surplus. However, a debtor or secondary obligor whose deficiency is eliminated or reduced under section 554.9626 may not otherwise recover under subsection 2 for noncompliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.5Statutory damages — noncompliance with specified provisions.In addition to any damages recoverable under subsection 2, the debtor, consumer obligor, or person named as a debtor in a filed record, as applicable, may recover five hundred dollars in each case from a person that:afails to comply with section 554.9208;bfails to comply with section 554.9209;cfiles a record that the person is not entitled to file under section 554.9509, subsection 1;dfails to cause the secured party of record to file or send a termination statement as required by section 554.9513, subsection 1 or 3;efails to comply with section 554.9616, subsection 2, paragraph “a”, and whose failure is part of a pattern, or consistent with a practice, of noncompliance; orffails to comply with section 554.9616, subsection 2, paragraph “b”.6Statutory damages — noncompliance with section 554.9210.A debtor or consumer obligor may recover damages under subsection 2 and, in addition, five hundred dollars in each case from a person that, without reasonable cause, fails to comply with a request under section 554.9210. A recipient of a request under section 554.9210 which never claimed an interest in the collateral or obligations that are the subject of a request under that section has a reasonable excuse for failure to comply with the request within the meaning of this subsection.7Limitation of security interest — noncompliance with section 554.9210.If a secured party fails to comply with a request regarding a list of collateral or a statement of account under section 554.9210, the secured party may claim a security interest only as shown in the list or statement included in the request as against a person that is reasonably misled by the failure.2000 Acts, ch 1149, §123, 187; 2012 Acts, ch 1052, §23, 37554.9626Action in which deficiency or surplus is in issue.1Applicable rules if amount of deficiency or surplus in issue.In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:aa secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party’s compliance in issue.bif the secured party’s compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.cexcept as otherwise provided in section 554.9628, if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney’s fees exceeds the greater of:1the proceeds of the collection, enforcement, disposition, or acceptance; or2the amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.dfor purposes of paragraph “c”, subparagraph (2), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney’s fees unless the secured party proves that the amount is less than that sum.eif a deficiency or surplus is calculated under section 554.9615, subsection 6, the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.2Nonconsumer transactions — no inference.The limitation of the rules in subsection 1 to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.2000 Acts, ch 1149, §124, 187554.9627Determination of whether conduct was commercially reasonable.1Greater amount obtainable under other circumstances — no preclusion of commercial reasonableness.The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner.2Dispositions that are commercially reasonable.A disposition of collateral is made in a commercially reasonable manner if the disposition is made:ain the usual manner on any recognized market;bat the price current in any recognized market at the time of the disposition; orcotherwise in conformity with reasonable commercial practices among dealers in the type of property that was the subject of the disposition.3Approval by court or on behalf of creditors.A collection, enforcement, disposition, or acceptance is commercially reasonable if it has been approved:ain a judicial proceeding;bby a bona fide creditors’ committee;cby a representative of creditors; ordby an assignee for the benefit of creditors.4Approval under subsection 3 not necessary — absence of approval has no effect.Approval under subsection 3 need not be obtained, and lack of approval does not mean that the collection, enforcement, disposition, or acceptance is not commercially reasonable.2000 Acts, ch 1149, §125, 187554.9628Nonliability and limitation on liability of secured party — liability of secondary obligor.1Limitation of liability of secured party for noncompliance with article.Subject to subsection 6, unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:athe secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement against the person, for failure to comply with this Article; andbthe secured party’s failure to comply with this Article does not affect the liability of the person for a deficiency.2Limitation of liability based on status as secured party.Subject to subsection 6, a secured party is not liable because of its status as secured party:ato a person that is a debtor or obligor, unless the secured party knows:1that the person is a debtor or obligor;2the identity of the person; and3how to communicate with the person; orbto a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:1that the person is a debtor; and2the identity of the person.3Limitation of liability if reasonable belief that transaction not a consumer-goods transaction or consumer transaction.A secured party is not liable to any person, and a person’s liability for a deficiency is not affected, because of any act or omission arising out of the secured party’s reasonable belief that a transaction is not a consumer-goods transaction or a consumer transaction or that goods are not consumer goods, if the secured party’s belief is based on its reasonable reliance on:aa debtor’s representation concerning the purpose for which collateral was to be used, acquired, or held; orban obligor’s representation concerning the purpose for which a secured obligation was incurred.4Limitation of liability for statutory damages.A secured party is not liable to any person under section 554.9625, subsection 3, paragraph “b”, for its failure to comply with section 554.9616.5Limitation of multiple liability for statutory damages.A secured party is not liable under section 554.9625, subsection 3, paragraph “b”, more than once with respect to any one secured obligation.6Exception: limitation of liability under subsections 1 and 2 does not apply.Subsections 1 and 2 do not apply to limit the liability of a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:athe person is a debtor or obligor; andbthe secured party knows that the information in subsection 2, paragraph “a”, subparagraph (1), (2), or (3), relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.2000 Acts, ch 1149, §126, 187; 2022 Acts, ch 1117, §37, 38; 2024 Acts, ch 1023, §105, 10672001 TRANSITION554.9701Effective date.Repealed by 2012 Acts, ch 1052, §34, 37.554.9702Savings clause.Repealed by 2012 Acts, ch 1052, §34, 37.554.9703Security interest perfected before effective date.Repealed by 2012 Acts, ch 1052, §34, 37.554.9704Security interest unperfected before effective date.Repealed by 2012 Acts, ch 1052, §34, 37.554.9705Effectiveness of action taken before effective date.Repealed by 2012 Acts, ch 1052, §34, 37.554.9706When initial financing statement suffices to continue effectiveness of financing statement.Repealed by 2012 Acts, ch 1052, §34, 37.554.9707Amendment of pre-effective-date financing statement.Repealed by 2012 Acts, ch 1052, §34, 37.554.9708Persons entitled to file initial financing statement or continuation statement.Repealed by 2012 Acts, ch 1052, §34, 37.554.9709Priority.Repealed by 2012 Acts, ch 1052, §34, 37.554.9710“Former” defined.Repealed by 2012 Acts, ch 1052, §34, 37.82013 TRANSITION554.9801Effective date.Repealed by 2012 Acts, ch 1052, §35, 37.554.9802Savings clause.Repealed by 2012 Acts, ch 1052, §35, 37.554.9803Security interest perfected before effective date.Repealed by 2012 Acts, ch 1052, §35, 37.554.9804Security interest unperfected before effective date.Repealed by 2012 Acts, ch 1052, §35, 37.554.9805Effectiveness of action taken before effective date.Repealed by 2012 Acts, ch 1052, §35, 37.554.9806When initial financing statement suffices to continue effectiveness of financing statement.Repealed by 2012 Acts, ch 1052, §35, 37.554.9807Amendment of pre-effective-date financing statement.Repealed by 2012 Acts, ch 1052, §35, 37.554.9808Person entitled to file initial financing statement or continuation statement.Repealed by 2012 Acts, ch 1052, §35, 37.554.9809Priority.Repealed by 2012 Acts, ch 1052, §35, 37.10EFFECTIVE DATE AND REPEALER554.10101Effective date.1Except as otherwise provided in Article 11 of this chapter, this chapter shall take effect and be in force on and after July 4, 1966. It applies to transactions entered into and events occurring after that date.2Transactions validly entered into before the effective date specified in this section and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other law amended or repealed by this chapter as though such repeal or amendment had not occurred.[C24, 27, 31, 35, 39, §10006; C46, 50, 54, 58, 62, §554.78; C66, 71, 73, 75, 77, 79, 81, §554.10101]2018 Acts, ch 1041, §127554.10102Reserved.554.10103General repealer.Except as provided in section 554.7103, all Acts and parts of Acts inconsistent with this chapter are hereby repealed.[C66, 71, 73, 75, 77, 79, 81, §554.10103]2009 Acts, ch 133, §171; 2015 Acts, ch 29, §101554.10104Laws not repealed.Repealed by 2007 Acts, ch 30, §44 – 46.See §554.7103. 554.10105Secretary of state exempted from personal liability.1The secretary of state and the secretary’s employees or agents are hereby exempted from all personal liability as a result of errors or omissions in the performance of any duty required by the Uniform Commercial Code, as provided in this chapter, except in cases of willful negligence.2In the event of such error or omission the state of Iowa shall be liable in respect to such claims in the same manner, and to the same extent as a private individual under like circumstances.3Immunity of the state from suit and liability in such case is waived to the extent provided in chapter 669 and said chapter shall govern the extent of liability and the practice and procedure necessary to establish any liability of the state.[C66, 71, 73, 75, 77, 79, 81, §554.10105]2004 Acts, ch 1086, §91; 2018 Acts, ch 1041, §127; 2019 Acts, ch 24, §8211EFFECTIVE DATE OF 1974 AMENDMENTS554.11101Effective date.Division 2 of 1974 Iowa Acts, ch. 1249, §9 to 72, the Iowa amendments to the Uniform Commercial Code pertaining primarily to security interests, and related amendments, shall become effective at 12:01 a.m. on January 1, 1975.[C75, 77, 79, 81, §554.11101]2009 Acts, ch 41, §163; 2014 Acts, ch 1026, §143554.11102Preservation of old transition provision.The provisions of Article 10 of this chapter, sections 554.10101, 554.10103, and 554.10105, shall continue to apply to this chapter as amended and for this purpose this chapter prior to amendment and this chapter as amended shall be considered one continuous statute.[C75, 77, 79, 81, §554.11102]2009 Acts, ch 41, §164554.11103Transition to this chapter as amended — general rule.Transactions validly entered into after July 4, 1966, and before January 1, 1975, which were subject to the provisions of this chapter prior to amendment and which would be subject to this chapter as amended if they had been entered into on or after January 1, 1975, and the rights, duties and interests flowing from such transactions remain valid after January 1, 1975, and may be terminated, completed, consummated or enforced as required or permitted by this chapter as amended. Security interests arising out of such transactions which are perfected on January 1, 1975, shall remain perfected until they lapse or are terminated as provided in this chapter as amended, and may be continued as permitted by this chapter as amended.[C75, 77, 79, 81, §554.11103]2003 Acts, ch 108, §104554.11104Transition provision on change of requirement of filing.A security interest for the perfection of which filing or the taking of possession was required under this chapter prior to amendment and which attached prior to January 1, 1975, but was not perfected shall be deemed perfected on January 1, 1975, if this chapter as amended permits perfection without filing or the taking of possession, or authorizes filing in the office or offices where a prior ineffective filing was made.[C75, 77, 79, 81, §554.11104]554.11105Transition provision on change of place of filing.Repealed by 2000 Acts, ch 1149, §186, 187. 554.11106Reserved.554.11107Transition provisions as to priorities.Except as otherwise provided in this Article, this chapter prior to amendment shall apply to any questions of priority if the positions of the parties were fixed prior to January 1, 1975. In other cases questions of priority shall be determined by this chapter as amended.[C75, 77, 79, 81, §554.11107]554.11108Presumption that rule of law continues unchanged.Unless a change in law has clearly been made, the provisions of this chapter as amended shall be deemed declaratory of the meaning of this chapter prior to amendment.[C75, 77, 79, 81, §554.11108]2000 Acts, ch 1149, §155, 187554.11109Effect of official comments.To the extent that they are consistent with the Iowa statutory text, the 1972 Official Comments to the 1972 Official Text of the Uniform Commercial Code are evidence of legislative intent as to the meaning of this chapter as amended by 1974 Iowa Acts, ch.1249. However, prior drafts of the Official Text and Comments may not be used to ascertain legislative intent.[C75, 77, 79, 81, §554.11109]2016 Acts, ch 1073, §16012FUNDS TRANSFERSProvisions codified in this Article may befound in Article 4A of the proposeduniform commercial code legislationrecommended by the NationalConference of Commissioners onUniform State Laws1SUBJECT MATTER AND DEFINITIONS554.12101Short title.This Article shall be known and may be cited as Uniform Commercial Code — Funds Transfers.92 Acts, ch 1146, §1554.12102Subject matter.Except as otherwise provided in section 554.12108, this Article applies to funds transfers defined in section 554.12104.92 Acts, ch 1146, §2554.12103Payment order definitions.1In this Article:a“Payment order” means an instruction of a sender to a receiving bank, transmitted orally or in a record, to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary if:1The instruction does not state a condition to payment to the beneficiary other than time of payment,2The receiving bank is to be reimbursed by debiting an account of, or otherwise receiving payment from, the sender, and3The instruction is transmitted by the sender directly to the receiving bank or to an agent, funds-transfer system, or communication system for transmittal to the receiving bank.b“Beneficiary” means the person to be paid by the beneficiary’s bank.c“Beneficiary’s bank” means the bank identified in a payment order in which an account of the beneficiary is to be credited pursuant to the order or which otherwise is to make payment to the beneficiary if the order does not provide for payment to an account.d“Receiving bank” means the bank to which the sender’s instruction is addressed.e“Sender” means the person giving the instruction to the receiving bank.2If an instruction complying with subsection 1, paragraph “a”, is to make more than one payment to a beneficiary, the instruction is a separate payment order with respect to each payment.3A payment order is issued when it is sent to the receiving bank.92 Acts, ch 1146, §32024 Acts, ch 1023, §107554.12104Funds transfer — definitions.In this Article unless the context otherwise requires:1“Funds transfer” means the series of transactions, beginning with the originator’s payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator’s bank or an intermediary bank intended to carry out the originator’s payment order. A funds transfer is completed by acceptance by the beneficiary’s bank of a payment order for the benefit of the beneficiary of the originator’s payment order.2“Intermediary bank” means a receiving bank other than the originator’s bank or the beneficiary’s bank.3“Originator” means the sender of the first payment order in a funds transfer.4“Originator’s bank” means the receiving bank to which the payment order of the originator is issued if the originator is not a bank, or the originator if the originator is a bank.92 Acts, ch 1146, §4554.12105Other definitions.1In this Article unless the context otherwise requires:a“Authorized account” means a deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank. If a customer does not so designate an account, any account of the customer is an authorized account if payment of a payment order from that account is not inconsistent with a restriction on the use of that account.b“Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. A branch or separate office of a bank is a separate bank for purposes of this Article.c“Customer” means a person, including a bank, having an account with a bank or from whom a bank has agreed to receive payment orders.d“Funds-transfer business day” of a receiving bank means the part of a day during which the receiving bank is open for the receipt, processing, and transmittal of payment orders, and cancellations and amendments of payment orders.e“Funds-transfer system” means a wire transfer network, automated clearing house, or other communication system of a clearing house or other association of banks through which a payment order by a bank may be transmitted to the bank to which the order is addressed.fReserved.g“Prove” with respect to a fact means to meet the burden of establishing the fact as defined in section 554.1201, subsection 2, paragraph “h”.2Other definitions applying to this Article and the sections in which they appear are:a“Acceptance” Section 554.12209b“Beneficiary” Section 554.12103c“Beneficiary’s bank” Section 554.12103d“Executed” Section 554.12301e“Execution date” Section 554.12301f“Funds transfer” Section 554.12104g“Funds-transfer system rule” Section 554.12501h“Governing law” Section 554.12507i“Intermediary bank” Section 554.12104j“Originator” Section 554.12104k“Originator’s bank” Section 554.12104l“Payment by beneficiary’s bank to beneficiary” Section 554.12405m“Payment by originator to beneficiary” Section 554.12406n“Payment by sender to receiving bank” Section 554.12403o“Payment date” Section 554.12401p“Payment order” Section 554.12103q“Receiving bank” Section 554.12103r“Security procedure” Section 554.12201s“Sender” Section 554.121033The following definitions in Article 4 apply to this Article:a“Clearing house” Section 554.4104b“Item” Section 554.4104c“Suspends payments” Section 554.41044In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.92 Acts, ch 1146, §5; 2000 Acts, ch 1058, §49; 2007 Acts, ch 41, §31, 32; 2012 Acts, ch 1023, §157554.12106Time payment order is received.1The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in section 554.1202. A receiving bank may establish a cut-off time or times on a funds-transfer business day for the receipt and processing of payment orders, and communications canceling or amending payment orders. Different cut-off times may apply to payment orders, cancellations, or amendments, or to different categories of payment orders, cancellations, or amendments. A cut-off time may apply to senders generally, or different cut-off times may apply to different senders or categories of payment orders. If a payment order or communication canceling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cut-off time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.2Unless otherwise provided, if this Article refers to an execution date or payment date or states a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated.92 Acts, ch 1146, §6; 2007 Acts, ch 41, §33554.12107Federal reserve regulations and operating circulars.Regulations of the board of governors of the federal reserve system and operating circulars of the federal reserve banks as of July 1, 1991, supersede any inconsistent provision of this Article to the extent of the inconsistency.92 Acts, ch 1146, §7; 2022 Acts, ch 1032, §96554.12108 Relationship to Electronic Fund Transfer Act.1 Except as provided in subsection 2, this Article does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act of 1978, 15 U.S.C. §1693 et seq.2This Article applies to a funds transfer that is a remittance transfer as defined in the Electronic Fund Transfer Act, 15 U.S.C. §1693o-1, unless the remittance transfer is an electronic fund transfer as defined in the Electronic Fund Transfer Act, 15 U.S.C. §1693a.3In a funds transfer to which this Article applies, in the event of an inconsistency between an applicable provision of this Article and an applicable provision of the Electronic Fund Transfer Act, the provision of the Electronic Fund Transfer Act governs to the extent of the inconsistency.92 Acts, ch 1146, §8; 2013 Acts, ch 73, §1, 22ISSUE AND ACCEPTANCE OF PAYMENT ORDER554.12201Security procedure.“Security procedure” means a procedure established by agreement between a customer and a receiving bank for the purpose of verifying that a payment order or communication amending or canceling a payment order is that of the customer, or detecting error in the transmission or the content of the payment order or communication. A security procedure may impose an obligation on the receiving bank or the customer and may require the use of algorithms or other codes, identifying words, numbers, symbols, sounds, biometrics, encryption, callback procedures, or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer or requiring a payment order to be sent from a known electronic mail address, internet protocol address, or telephone number is not by itself a security procedure.92 Acts, ch 1146, §92024 Acts, ch 1023, §108554.12202Authorized and verified payment orders.1A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is otherwise bound by it under the law of agency.2If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if the security procedure is a commercially reasonable method of providing security against unauthorized payment orders, and the bank proves that it accepted the payment order in good faith and in compliance with the bank’s obligations under the security procedure and any agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer. The bank is not required to follow an instruction that violates an agreement with the customer, evidenced by a record, or notice of which is not received at a time and in a manner affording the bank a reasonable opportunity to act on it before the payment order is accepted.3Commercial reasonableness of a security procedure is a question of law to be determined by considering the wishes of the customer expressed to the bank, the circumstances of the customer known to the bank, including the size, type, and frequency of payment orders normally issued by the customer to the bank, alternative security procedures offered to the customer, and security procedures in general use by customers and receiving banks similarly situated. A security procedure is deemed to be commercially reasonable if the security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer, and the customer expressly agreed in a record to be bound by any payment order, whether or not authorized, issued in the customer’s name and accepted by the bank in compliance with the bank’s obligations under the security procedure chosen by the customer.4The term “sender” in this Article includes the customer in whose name a payment order is issued if the order is the authorized order of the customer under subsection 1, or it is effective as the order of the customer under subsection 2.5This section applies to amendments and cancellations of payment orders in the same manner it applies to payment orders.6Except as provided in this section and section 554.12203, rights and obligations arising under this section or section 554.12203 may not be varied by agreement.92 Acts, ch 1146, §102024 Acts, ch 1023, §109554.12203Unenforceability of certain verified payment orders.1If an accepted payment order is not, under section 554.12202, subsection 1, an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to section 554.12202, subsection 2, the following rules apply:aBy express agreement, evidenced by a record the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order.bThe receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person entrusted at any time with the authority to act for the customer with respect to payment orders or the security procedure, or who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or similar items.2This section applies to amendments of payment orders in the same manner it applies to payment orders.92 Acts, ch 1146, §112024 Acts, ch 1023, §110554.12204Refund of payment and duty of customer to report with respect to unauthorized payment order.1If a receiving bank accepts a payment order issued in the name of its customer as sender which is not authorized and not effective as the order of the customer under section 554.12202, or which is not enforceable, in whole or in part, against the customer under section 554.12203, the bank shall refund any payment related to the payment order received from the customer to the extent the bank is not entitled to enforce payment and shall pay interest on the refundable amount calculated from the date the bank received payment to the date of the refund. However, the customer is not entitled to interest from the bank on the amount to be refunded if the customer fails to exercise ordinary care to determine that the order was not authorized by the customer and to notify the bank of the relevant facts within a reasonable time not exceeding ninety days after the date the customer received notification from the bank that the order was accepted or that the customer’s account was debited with respect to the order. The bank is not entitled to any recovery from the customer as a result of a failure by the customer to give notification as stated in this section.2Reasonable time under subsection 1 may be fixed by agreement as provided in section 554.1302, subsection 2, but the obligation of a receiving bank to refund payment as stated in subsection 1 may not otherwise be varied by agreement.92 Acts, ch 1146, §12; 2007 Acts, ch 41, §34554.12205Erroneous payment orders.1If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed payment to a beneficiary not intended by the sender, (ii) erroneously instructed payment in an amount greater than the amount intended by the sender, or (iii) was an erroneously transmitted duplicate of a payment order previously sent by the sender, the following rules apply:aIf the sender proves that the sender or a person acting on behalf of the sender pursuant to section 554.12206 complied with the security procedure and that the error would have been detected if the receiving bank had also complied, the sender is not obligated to pay the order to the extent stated in subsections 2 and 3.bIf the funds transfer is completed on the basis of an erroneous payment order described in (i) or (iii) of subsection 1, the sender is not obligated to pay the order and the receiving bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.cIf the funds transfer is completed on the basis of a payment order described in (ii) of subsection 1, the sender is not obligated to pay the order to the extent the amount received by the beneficiary is greater than the amount intended by the sender. In that case, the receiving bank is entitled to recover from the beneficiary the excess amount received to the extent allowed by the law governing mistake and restitution.2If the sender of an erroneous payment order described in subsection 1 is not obligated to pay all or part of the order, and the sender receives notification from the receiving bank that the order was accepted by the bank or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care, on the basis of information available to the sender, to discover the error with respect to the order and to advise the bank of the relevant facts within a reasonable time, not exceeding ninety days, after the bank’s notification was received by the sender. If the bank proves that the sender failed to perform this duty, the sender is liable to the bank for the loss the bank proves it incurred as a result of the failure, not to exceed the amount of the sender’s order.3This section applies to amendments to payment orders in the same manner it applies to payment orders.92 Acts, ch 1146, §13554.12206Transmission of payment order through funds-transfer or other communication system.1If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the bank, the system is deemed to be an agent of the sender for the purpose of transmitting the payment order to the bank. If there is a discrepancy between the terms of the payment order transmitted to the system by the sender and the terms of the payment order transmitted by the system to the bank, the terms of the payment order of the sender are deemed to be those transmitted by the system. This section does not apply to a funds-transfer system of the federal reserve banks.2This section applies to cancellations and amendments of payment orders in the same manner it applies to payment orders.92 Acts, ch 1146, §14; 2020 Acts, ch 1062, §94554.12207Misdescription of beneficiary.1Subject to subsection 2, if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur.2If a payment order received by the beneficiary’s bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply:aExcept as otherwise provided in subsection 3, if the beneficiary’s bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary’s bank need not determine whether the name and number refer to the same person.bIf the beneficiary’s bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary’s bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.3If a payment order described in subsection 2 is accepted, the originator’s payment order described the beneficiary inconsistently by name and number, and the beneficiary’s bank pays the person identified by number as permitted by subsection 2, paragraph “a”, the following rules apply:aIf the originator is a bank, the originator shall pay the originator’s order.bIf the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator’s bank proves that the originator, before acceptance of the originator’s order, had notice that payment of a payment order issued by the originator might be made by the beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary. Proof of notice may be made by any admissible evidence. The originator’s bank satisfies the burden of proof if it proves that the originator, before the payment was accepted, signed a record stating the information to which the notice relates.4In a case governed by subsection 2, paragraph “a”, if the beneficiary’s bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows:aIf the originator is obligated to pay its payment order as stated in subsection 3, the originator has the right to recover.bIf the originator is not a bank and is not obligated to pay its payment order, the originator’s bank has the right to recover.92 Acts, ch 1146, §152024 Acts, ch 1023, §111554.12208Misdescription of intermediary bank or beneficiary’s bank.1This subsection applies to a payment order identifying an intermediary bank or the beneficiary’s bank only by an identifying number.aThe receiving bank may rely on the number as the proper identification of the intermediary or beneficiary’s bank and need not determine whether the number identifies a bank.bThe sender shall compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of the receiving bank’s reliance on the number in executing or attempting to execute the order.2This subsection applies to a payment order identifying an intermediary bank or the beneficiary’s bank both by name and an identifying number if the name and number identify different persons.aIf the sender is a bank, the receiving bank may rely on the number as the proper identification of the intermediary or beneficiary’s bank if the receiving bank, when it executes the sender’s order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person or whether the number refers to a bank. The sender shall compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of the receiving bank’s reliance on the number in executing or attempting to execute the order.bIf the sender is not a bank and the receiving bank proves that the sender, before the payment order was accepted, had notice that the receiving bank might rely on the number as the proper identification of the intermediary or beneficiary’s bank even if it identifies a person different from the bank identified by name, the rights and obligations of the sender and the receiving bank are governed by paragraph “a”, as though the sender were a bank. Proof of notice may be made by any admissible evidence. The receiving bank satisfies the burden of proof if it proves that the sender, before the payment order was accepted, signed a record stating the information to which the notice relates.cRegardless of whether the sender is a bank, the receiving bank may rely on the name as the proper identification of the intermediary or beneficiary’s bank if the receiving bank, at the time the receiving bank executes the sender’s order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person.dIf the receiving bank knows that the name and number identify different persons, reliance on either the name or the number in executing the sender’s payment order is a breach of the obligation stated in section 554.12302, subsection 1, paragraph “a”.92 Acts, ch 1146, §162024 Acts, ch 1023, §112554.12209Acceptance of payment order.1Subject to subsection 4, a receiving bank other than the beneficiary’s bank accepts a payment order when it executes the order.2Subject to subsections 3 and 4, a beneficiary’s bank accepts a payment order at the earliest of the following times:aWhen the bank pays the beneficiary as stated in section 554.12405, subsection 1 or 2, or notifies the beneficiary of receipt of the order or that the account of the beneficiary has been credited with respect to the order, unless the notice indicates that the bank is rejecting the order or that funds with respect to the order may not be withdrawn or used until receipt of payment from the sender of the order;bWhen the bank receives payment of the entire amount of the sender’s order pursuant to section 554.12403, subsection 1, paragraph “a” or “b”; orcThe opening of the next funds-transfer business day of the bank following the payment date of the order if, at that time, the amount of the sender’s order is fully covered by a withdrawable credit balance in an authorized account of the sender or the bank has otherwise received full payment from the sender, unless the order was rejected before that time or is rejected within one hour after that time, or one hour after the opening of the next business day of the sender following the payment date if the time is later. If notice of rejection is received by the sender after the payment date and the authorized account of the sender does not bear interest, the bank shall pay interest to the sender on the amount of the order for the number of days elapsing after the payment date to the day the sender receives notice or learns that the order was not accepted, counting the day that notice is received as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest payable is reduced accordingly.3Acceptance of a payment order cannot occur before the order is received by the receiving bank. Acceptance does not occur under subsection 2, paragraph “b” or “c”, if the beneficiary of the payment order does not have an account with the receiving bank, the account has been closed, or the receiving bank is not permitted by law to receive credits for the beneficiary’s account.4A payment order issued to the originator’s bank cannot be accepted until the payment date if the bank is the beneficiary’s bank, or the execution date if the bank is not the beneficiary’s bank. If the originator’s bank executes the originator’s payment order before the execution date or pays the beneficiary of the originator’s payment order before the payment date and the payment order is subsequently canceled pursuant to section 554.12211, subsection 2, the bank may recover from the beneficiary any payment received to the extent allowed by the law governing mistake and restitution.92 Acts, ch 1146, §17554.12210Rejection of payment order.1A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record. A notice of rejection need not use any particular words and is sufficient if the notice indicates that the receiving bank is rejecting the order or will not execute or pay the order. Rejection is effective when the notice is given if transmission is by a means that is reasonable under the circumstances. If notice of rejection is given by a means that is not reasonable, rejection is effective when the notice is received. If an agreement of the sender and receiving bank establishes the means to be used to reject a payment order, any means complying with the agreement is reasonable and any means not complying is not reasonable unless no significant delay in receipt of the notice resulted from the use of the noncomplying means.2This subsection applies if a receiving bank other than the beneficiary’s bank fails to execute a payment order despite the existence on the execution date of a withdrawable credit balance in an authorized account of the sender sufficient to cover the order. If the sender does not receive notice of rejection of the order on the execution date and the authorized account of the sender does not bear interest, the bank shall pay interest to the sender on the amount of the order for the number of days elapsing after the execution date to the earlier of the day the order is canceled pursuant to section 554.12211, subsection 4, or the day the sender receives notice or learns that the order was not executed, counting the final day of the period as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest is reduced accordingly.3If a receiving bank suspends payments, all unaccepted payment orders issued to the receiving bank are deemed rejected at the time the bank suspends payments.4Acceptance of a payment order precludes a later rejection of the order. Rejection of a payment order precludes a later acceptance of the order.92 Acts, ch 1146, §182024 Acts, ch 1023, §113554.12211Cancellation and amendment of payment order.1A communication of the sender of a payment order canceling or amending the order may be transmitted to the receiving bank orally or in a record. If a security procedure is in effect between the sender and the receiving bank, the communication is not effective to cancel or amend the order unless the communication is verified pursuant to the security procedure or the bank agrees to the cancellation or amendment.2Subject to subsection 1, a communication by the sender canceling or amending a payment order is effective to cancel or amend the order if notice of the communication is received at a time and in a manner affording the receiving bank a reasonable opportunity to act on the communication before the bank accepts the payment order.3After a payment order has been accepted, cancellation or amendment of the order is not effective unless the receiving bank agrees or a funds-transfer system rule allows cancellation or amendment without agreement of the bank.aWith respect to a payment order accepted by a receiving bank other than the beneficiary’s bank, cancellation or amendment is not effective unless a conforming cancellation or amendment of the payment order issued by the receiving bank is also made.bWith respect to a payment order accepted by the beneficiary’s bank, cancellation or amendment is not effective unless the order was issued in execution of an unauthorized payment order, or because of a mistake by a sender in the funds transfer which resulted in the issuance of a payment order that is a duplicate of a payment order previously issued by the sender, that orders payment to a beneficiary not entitled to receive payment from the originator, or that orders payment in an amount greater than the amount the beneficiary was entitled to receive from the originator. If the payment order is canceled or amended, the beneficiary’s bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.4An unaccepted payment order is canceled by operation of law at the close of the fifth funds-transfer business day of the receiving bank after the execution date or payment date of the order.5A canceled payment order cannot be accepted. If an accepted payment order is canceled, the acceptance is nullified and no person has any right or obligation based on the acceptance. Amendment of a payment order is deemed to be cancellation of the original order at the time of amendment and issuance of a new payment order in the amended form at the same time.6Unless otherwise provided in an agreement of the parties or in a funds-transfer system rule, if the receiving bank, after accepting a payment order, agrees to cancellation or amendment of the order by the sender or is bound by a funds-transfer system rule allowing cancellation or amendment without the bank’s agreement, the sender, whether or not cancellation or amendment is effective, is liable to the bank for any loss and expenses, including reasonable attorney’s fees, incurred by the bank as a result of the cancellation or amendment or attempted cancellation or amendment.7A payment order is not revoked by the death or legal incapacity of the sender unless the receiving bank knows of the death or of an adjudication of incapacity by a court of competent jurisdiction and has reasonable opportunity to act before acceptance of the order.8A funds-transfer system rule is not effective to the extent it conflicts with subsection 3, paragraph “b”.92 Acts, ch 1146, §192024 Acts, ch 1023, §114554.12212Liability and duty of receiving bank regarding unaccepted payment order.If a receiving bank fails to accept a payment order that it is obligated by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this Article, but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this Article or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in section 554.12209, and liability is limited to that provided in this Article. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts, or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this Article or by express agreement.92 Acts, ch 1146, §203EXECUTION OF SENDER’S PAYMENT ORDER BYRECEIVING BANK554.12301Execution and execution date.1A payment order is executed by the receiving bank when the receiving bank issues a payment order intended to carry out the payment order received by the bank. A payment order received by the beneficiary’s bank can be accepted but cannot be executed.2“Execution date” of a payment order means the day on which the receiving bank may properly issue a payment order in execution of the sender’s order. The execution date may be determined by instruction of the sender but cannot be earlier than the day the order is received and, unless otherwise determined, is the day the order is received. If the sender’s instruction states a payment date, the execution date is the payment date or an earlier date on which execution is reasonably necessary to allow payment to the beneficiary on the payment date.92 Acts, ch 1146, §21554.12302Obligations of receiving bank in execution of payment order.1Except as provided in subsections 2 through 4, if the receiving bank accepts a payment order pursuant to section 554.12209, subsection 1, the bank has the following obligations in executing the order:aThe receiving bank is obligated to issue, on the execution date, a payment order complying with the sender’s order and to follow the sender’s instructions concerning any intermediary bank or funds-transfer system to be used in carrying out the funds transfer, or the means by which payment orders are to be transmitted in the funds transfer. If the originator’s bank issues a payment order to an intermediary bank, the originator’s bank shall instruct the intermediary bank according to the instruction of the originator. An intermediary bank in the funds transfer is similarly bound by an instruction given to it by the sender of the payment order it accepts.bIf the sender’s instruction states that the funds transfer is to be carried out telephonically or by wire transfer or otherwise indicates that the funds transfer is to be carried out by the most expeditious means, the receiving bank is obligated to transmit its payment order by the most expeditious available means, and to instruct any intermediary bank accordingly. If a sender’s instruction states a payment date, the receiving bank shall transmit the receiving bank’s payment order at a time and by means reasonably necessary to allow payment to the beneficiary on the payment date or as soon thereafter as is feasible.2Unless otherwise instructed, a receiving bank executing a payment order may use any funds-transfer system if use of that system is reasonable under the circumstances, and issue a payment order to the beneficiary’s bank or to an intermediary bank through which a payment order conforming to the sender’s order can expeditiously be issued to the beneficiary’s bank if the receiving bank exercises ordinary care in the selection of the intermediary bank. A receiving bank is not required to follow an instruction of the sender designating a funds-transfer system to be used in carrying out the funds transfer if the receiving bank, in good faith, determines that it is not feasible to follow the instruction or that following the instruction would unduly delay completion of the funds transfer.3Unless subsection 1, paragraph “b”, applies or the receiving bank is otherwise instructed, the receiving bank may execute a payment order by transmitting the receiving bank’s payment order by first class mail or by any means reasonable under the circumstances. If the receiving bank is instructed to execute the sender’s order by transmitting the receiving bank’s payment order by a particular means, the receiving bank may issue the payment order by the means stated or by any means as expeditious as the means stated.4Unless instructed by the sender, the receiving bank may not obtain payment of its charges for services and expenses in connection with the execution of the sender’s order by issuing a payment order in an amount equal to the amount of the sender’s order less the amount of the charges, and may not instruct a subsequent receiving bank to obtain payment of its charges in the same manner.92 Acts, ch 1146, §22554.12303Erroneous execution of payment order.1A receiving bank that executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order, or that issues a payment order in execution of the sender’s order and then issues a duplicate order, is entitled to payment of the amount of the sender’s order under section 554.12402, subsection 3, if the provisions of that subsection are otherwise satisfied. The bank is entitled to recover from the beneficiary of the erroneous order the excess payment received to the extent allowed by the law governing mistake and restitution.2A receiving bank that executes the payment order of the sender by issuing a payment order in an amount less than the amount of the sender’s order is entitled to payment of the amount of the sender’s order under section 554.12402, subsection 3, if the provisions of that subsection are otherwise satisfied and the bank corrects the error by issuing an additional payment order for the benefit of the beneficiary of the sender’s order. If the error is not corrected, the issuer of the erroneous order is entitled to receive or retain payment from the sender of the order only to the extent of the amount of the erroneous order. This subsection does not apply if the receiving bank executes the sender’s payment order by issuing a payment order in an amount less than the amount of the sender’s order for the purpose of obtaining payment of the receiving bank’s charges for services and expenses pursuant to instruction of the sender.3If a receiving bank executes the payment order of the sender by issuing a payment order to a beneficiary different from the beneficiary of the sender’s order and the funds transfer is completed on the basis of that error, the sender of the payment order that was erroneously executed and all previous senders in the funds transfer are not obligated to pay the payment orders they issued. The issuer of the erroneous order is entitled to recover from the beneficiary of the payment order issued the payment received to the extent allowed by the law governing mistake and restitution.92 Acts, ch 1146, §23554.12304Duty of sender to report erroneously executed payment order.If the sender of a payment order that is erroneously executed as stated in section 554.12303 receives notification from the receiving bank that the order was executed or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care to determine, on the basis of information available to the sender, that the order was erroneously executed and to notify the bank of the relevant facts within a reasonable time not exceeding ninety days after the notification from the bank is received by the sender. If the sender fails to perform that duty, the bank is not obligated to pay interest on any amount refundable to the sender under section 554.12402, subsection 4, for the period before the bank learns of the execution error. The bank is not entitled to any recovery from the sender as a result of the failure by the sender to perform the duty stated in this section.92 Acts, ch 1146, §24554.12305Liability for late or improper execution or failure to execute payment order.1If a funds transfer is completed, but execution of a payment order by the receiving bank in breach of section 554.12302 results in delay in payment to the beneficiary, the bank is obligated to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection 3, additional damages are not recoverable.2If execution of a payment order by a receiving bank in breach of section 554.12302 results in noncompletion of the funds transfer, failure to use an intermediary bank designated by the originator, or issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for the originator’s expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection 1, resulting from the improper execution. Except as provided in subsection 3, additional damages are not recoverable.3In addition to the amounts payable under subsections 1 and 2, damages, including consequential damages, are recoverable to the extent provided in an express agreement of the receiving bank, evidenced by a record.4If a receiving bank fails to execute a payment order that the receiving bank was obligated by express agreement to execute, the receiving bank is liable to the sender for the sender’s expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express agreement of the receiving bank, evidenced by a record, but are not otherwise recoverable.5Reasonable attorney’s fees are recoverable if demand for compensation under subsection 1 or 2 is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection 4 and the agreement does not provide for damages, reasonable attorney’s fees are recoverable if demand for compensation under subsection 4 is made and refused before an action is brought on the claim.6Except as stated in this section, the liability of a receiving bank under subsections 1 and 2 may not be varied by agreement.92 Acts, ch 1146, §252024 Acts, ch 1023, §1154PAYMENT554.12401Payment date.“Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary’s bank and, unless otherwise determined, is the day the order is received by the beneficiary’s bank.92 Acts, ch 1146, §26554.12402Obligation of sender to pay receiving bank.1This section is subject to sections 554.12205 and 554.12207.2With respect to a payment order issued to the beneficiary’s bank, acceptance of the order by the bank obligates the sender to pay the bank the amount of the order, but payment is not due until the payment date of the order.3This subsection is subject to subsection 5 and to section 554.12303. With respect to a payment order issued to a receiving bank other than the beneficiary’s bank, acceptance of the order by the receiving bank obligates the sender to pay the bank the amount of the sender’s order. Payment by the sender is not due until the execution date of the sender’s order. The obligation of the sender to pay the sender’s payment order is excused if the funds transfer is not completed by acceptance by the beneficiary’s bank of the payment order instructing payment to the beneficiary of the sender’s payment order.4If the sender of a payment order pays the order and was not obligated to pay all or part of the amount paid, the bank receiving payment shall refund payment to the extent the sender was not obligated to pay. Except as provided in sections 554.12204 and 554.12304, interest is payable on the refundable amount from the date of payment.5If a funds transfer is not completed as stated in subsection 3 and an intermediary bank is obligated to refund payment as stated in subsection 4 but is unable to do so because the intermediary bank is not permitted by applicable law or because the bank suspends payments, a sender in the funds transfer that executed a payment order in compliance with an instruction, as stated in section 554.12302, subsection 1, paragraph “a”, to route the funds transfer through the intermediary bank is entitled to receive or retain payment from the sender of the payment order that it accepted. The first sender in the funds transfer that issued an instruction requiring routing through that intermediary bank is subrogated to the right of the bank that paid the intermediary bank to refund as stated in subsection 4.6The right of the sender of a payment order to be excused from the obligation to pay the order as stated in subsection 3 or to receive refund under subsection 4 may not be varied by agreement.92 Acts, ch 1146, §27554.12403Payment by sender to receiving bank.1Payment of the sender’s obligation under section 554.12402 to pay the receiving bank occurs as follows:aIf the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a federal reserve bank or through a funds-transfer system.bIf the sender is a bank and the sender credited an account of the receiving bank with the sender, or caused an account of the receiving bank in another bank to be credited, payment occurs when the credit is withdrawn or, if not withdrawn, at midnight of the day on which the credit is withdrawable and the receiving bank knows of that fact.cIf the receiving bank debits an account of the sender with the receiving bank, payment occurs when the debit is made to the extent the debit is covered by a withdrawable credit balance in the account.2aIf the sender and receiving bank are members of a funds-transfer system that nets obligations multilaterally among participants, the receiving bank receives final settlement when settlement is complete in accordance with the rules of the system.bThe obligation of the sender to pay the amount of a payment order transmitted through the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against the sender’s obligation the right of the sender to receive payment from the receiving bank of the amount of any other payment order transmitted to the sender by the receiving bank through the funds-transfer system.cThe aggregate balance of obligations owed by each sender to each receiving bank in the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against that balance the aggregate balance of obligations owed to the sender by other members of the system. The aggregate balance is determined after the right of setoff stated in paragraph “b” has been exercised.3If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under section 554.12402 will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank shall be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.4In a case not covered by subsection 1, the time when payment of the sender’s obligation occurs under section 554.12402, subsection 2 or 3, is governed by applicable principles of law that determine when an obligation is satisfied.92 Acts, ch 1146, §28; 2010 Acts, ch 1061, §73554.12404Obligation of beneficiary’s bank to pay and give notice to beneficiary.1Subject to sections 554.12211, subsection 5, and 554.12405, subsections 4 and 5, if a beneficiary’s bank accepts a payment order, the beneficiary bank shall pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the beneficiary’s bank, payment is due on the next funds-transfer business day. If the beneficiary’s bank refuses to pay upon demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the beneficiary’s bank had notice of the damages, unless the beneficiary’s bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.2If a payment order accepted by the beneficiary’s bank instructs payment to an account of the beneficiary, the bank shall notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the beneficiary’s bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first class mail or any other means reasonable in the circumstances. If the beneficiary’s bank fails to give the required notice, the bank shall pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the beneficiary’s bank. No other damages are recoverable. Reasonable attorney’s fees are also recoverable if demand for interest is made and refused before an action is brought on the claim.3The right of a beneficiary to receive payment and damages as stated in subsection 1 may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection 2 may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer.92 Acts, ch 1146, §29554.12405Payment by beneficiary’s bank to beneficiary.1If the beneficiary’s bank credits an account of the beneficiary of a payment order, payment of the beneficiary’s bank’s obligation under section 554.12404, subsection 1, occurs when and to the extent the beneficiary is notified of the right to withdraw the credit, the bank lawfully applies the credit to a debt of the beneficiary, or funds with respect to the order are otherwise made available to the beneficiary by the beneficiary’s bank.2If the beneficiary’s bank does not credit an account of the beneficiary of a payment order, the time when payment of the beneficiary’s bank’s obligation under section 554.12404, subsection 1, occurs is governed by principles of law that determine when an obligation is satisfied.3Except as stated in subsections 4 and 5, if the beneficiary’s bank pays the beneficiary of a payment order under a condition to payment or agreement of the beneficiary giving the beneficiary’s bank the right to recover payment from the beneficiary if the bank does not receive payment of the order, the condition to payment or agreement is not enforceable.4A funds-transfer system rule may provide that payments made to beneficiaries of funds transfers made through the system are provisional until receipt of payment by the beneficiary’s bank of the payment order the beneficiary’s bank accepted. A beneficiary’s bank that makes a payment that is provisional under the rule is entitled to refund from the beneficiary if the rule requires that both the beneficiary and the originator be given notice of the provisional nature of the payment before the funds transfer is initiated, the beneficiary, the beneficiary’s bank and the originator’s bank agreed to be bound by the rule, and the beneficiary’s bank did not receive payment of the payment order that the beneficiary’s bank accepted. If the beneficiary is obligated to refund payment to the beneficiary’s bank, acceptance of the payment order by the beneficiary’s bank is nullified and no payment by the originator of the funds transfer to the beneficiary occurs under section 554.12406.5This subsection applies to a funds transfer that includes a payment order transmitted over a funds-transfer system that nets obligations multilaterally among participants, and has in effect a loss-sharing agreement among participants for the purpose of providing funds necessary to complete settlement of the obligations of one or more participants that do not meet their settlement obligations. If the beneficiary’s bank in the funds transfer accepts a payment order and the system fails to complete settlement pursuant to the system’s rules with respect to any payment order in the funds transfer, the acceptance by the beneficiary’s bank is nullified and no person has any right or obligation based on the acceptance, the beneficiary’s bank is entitled to recover payment from the beneficiary, payment by the originator to the beneficiary does not occur under section 554.12406, and subject to section 554.12402, subsection 5, each sender in the funds transfer is excused from its obligation to pay its payment order under section 554.12402, subsection 3, because the funds transfer has not been completed.92 Acts, ch 1146, §30554.12406Payment by originator to beneficiary — discharge of underlying obligation.1Subject to section 554.12211, subsection 5, and section 554.12405, subsections 4 and 5, the originator of a funds transfer pays the beneficiary of the originator’s payment order at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary’s bank in the funds transfer and in an amount equal to the amount of the order accepted by the beneficiary’s bank, but not more than the amount of the originator’s order.2If payment under subsection 1 is made to satisfy an obligation, the obligation is discharged to the same extent discharge would result from payment to the beneficiary of the same amount in money, unless the payment under subsection 1 was made by a means prohibited by the contract of the beneficiary with respect to the obligation, the beneficiary, within a reasonable time after receiving notice of receipt of the order by the beneficiary’s bank, notified the originator of the beneficiary’s refusal of the payment, funds with respect to the order were not withdrawn by the beneficiary or applied to a debt of the beneficiary, or the beneficiary would suffer a loss that could reasonably have been avoided if payment had been made by a means complying with the contract. If payment by the originator does not result in discharge under this section, the originator is subrogated to the rights of the beneficiary to receive payment from the beneficiary’s bank under section 554.12404, subsection 1.3For the purpose of determining whether discharge of an obligation occurs under subsection 2, if the beneficiary’s bank accepts a payment order in an amount equal to the amount of the originator’s payment order less charges of one or more receiving banks in the funds transfer, payment to the beneficiary is deemed to be in the amount of the originator’s order unless upon demand by the beneficiary the originator does not pay the beneficiary the amount of the deducted charges.4Rights of the originator or of the beneficiary of a funds transfer under this section may be varied only by agreement of the originator and the beneficiary.92 Acts, ch 1146, §315MISCELLANEOUS PROVISIONS554.12501Variation by agreement and effect of funds-transfer system rule.1Except as otherwise provided in this Article, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.2“Funds-transfer system rule” means a rule of an association of banks governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders, or to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a federal reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary’s bank. Except as otherwise provided in this Article, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this Article and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern the rights and obligations of parties other than participating banks using the system to the extent stated in section 554.12404, subsection 3, section 554.12405, subsection 4, and section 554.12507, subsection 3.92 Acts, ch 1146, §32554.12502Creditor process served on receiving bank — setoff by beneficiary’s bank.1As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.2This subsection applies to the creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining the rights of the parties with respect to the creditor process, if the receiving bank accepts the payment order, the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.3If a beneficiary’s bank has received a payment order for payment to the beneficiary’s account in the bank, the following rules apply:aThe beneficiary’s bank may credit the beneficiary’s account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy a creditor process served on the bank with respect to the account.bThe beneficiary’s bank may credit the beneficiary’s account and allow withdrawal of the amount credited unless a creditor process with respect to the account is served at a time and in a manner affording the beneficiary’s bank a reasonable opportunity to act to prevent withdrawal.cIf a creditor process with respect to the beneficiary’s account has been served and the beneficiary’s bank has had a reasonable opportunity to act on it, the beneficiary’s bank may not reject the payment order except for a reason unrelated to the service of process.4Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary’s bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not required to act with respect to the process.92 Acts, ch 1146, §33554.12503Injunction or restraining order with respect to funds transfer.For proper cause and in compliance with applicable law, a court may restrain a person from issuing a payment order to initiate a funds transfer, an originator’s bank from executing the payment order of the originator, or the beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.92 Acts, ch 1146, §34554.12504Order in which items and payment orders may be charged to account — order of withdrawals from account.1If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’s account with respect to the various orders and items in any sequence.2In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.92 Acts, ch 1146, §35554.12505Preclusion of objection to debit of customer’s account.If a receiving bank has received payment from the receiving bank’s customer with respect to a payment order issued in the name of the customer as sender and accepted by the receiving bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the receiving bank is not entitled to retain the payment unless the customer notifies the receiving bank of the customer’s objection to the payment within one year after the notification was received by the customer.92 Acts, ch 1146, §36554.12506Rate of interest.1If, under this Article, a receiving bank is to pay interest with respect to a payment order issued to the bank, the amount payable may be determined by agreement of the sender and receiving bank, or by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.2If the amount of interest is not determined by an agreement or rule as stated in subsection 1, the amount is calculated by multiplying the applicable federal funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable federal funds rate is the average of the federal funds rates published by the federal reserve bank of New York for each of the days for which interest is payable divided by three hundred sixty. The federal funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the receiving bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.92 Acts, ch 1146, §37554.12507Choice of law.1The following rules apply unless the affected parties otherwise agree or subsection 3 applies:aThe rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.bThe rights and obligations between the beneficiary’s bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary’s bank is located.cThe issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary’s bank is located.2If the parties described in each paragraph of subsection 1 have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.3aA funds-transfer system rule may select the law of a particular jurisdiction to govern:1the rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or 2the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system.bA choice of law made pursuant to paragraph “a”, subparagraph (1), is binding on participating banks. A choice of law made pursuant to paragraph “a”, subparagraph (2), is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.4In the event of inconsistency between an agreement under subsection 2 and a choice-of-law rule under subsection 3, the agreement under subsection 2 prevails.5If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.92 Acts, ch 1146, §38; 2013 Acts, ch 30, §15313LEASESProvisions codified in this Article may befound in Article 2A of the proposeduniform commercial code legislationrecommended by the NationalConference of Commissioners onUniform State Laws1GENERAL PROVISIONS554.13101Short title.This Article shall be known and may be cited as the Uniform Commercial Code — Leases.94 Acts, ch 1052, §5554.13102Scope.1This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection 2.2In a hybrid lease:aif the lease-of-goods aspects do not predominate:1only the provisions of this Article which relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply;2section 554.13209 applies if the lease is a finance lease; and3section 554.13407 applies to the promises of the lessee in a finance lease to the extent the promises are consideration for the right to possession and use of the leased goods; andbif the lease-of-goods aspects predominate, this Article applies to the transaction, but does not preclude application in appropriate circumstances of other law to aspects of the lease which do not relate to the lease of goods.94 Acts, ch 1052, §62024 Acts, ch 1023, §116554.13103Definitions and index of definitions.1In this Article unless the context otherwise requires:a“Buyer in ordinary course of business” means a person who in good faith and without knowledge that the sale to the person is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. “Buying” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.b“Cancellation” occurs when either party puts an end to the lease contract for default by the other party.c“Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.d“Conforming” goods or performance under a lease contract means goods or performance that are in accordance with the obligations under the lease contract.e“Consumer lease” means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed the dollar amount designated in section 537.1301, subsection 14.f“Fault” means wrongful act, omission, breach, or default.g“Finance lease” means a lease with respect to which:1the lessor does not select, manufacture, or supply the goods;2the lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and3one of the following occurs:athe lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;bthe lessee’s approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;cthe lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; ordif the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee in writing of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person; that the lessee is entitled under this Article to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; and that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.h“Goods” means all things that are movable at the time of identification to the lease contract, or are fixtures (section 554.13309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.i“Hybrid lease” means a single transaction involving a lease of goods and:1the provision of services;2a sale of other goods; or3a sale, lease, or license of property other than goods.j“Installment lease contract” means a lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause “each delivery is a separate lease” or its equivalent.k“Lease” means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.l“Lease agreement” means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this Article. Unless the context clearly indicates otherwise, the term includes a sublease agreement.m“Lease contract” means the total legal obligation that results from the lease agreement as affected by this Article and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.n“Leasehold interest” means the interest of the lessor or the lessee under a lease contract.o“Lessee” means a person who acquires the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.p“Lessee in ordinary course of business” means a person who in good faith and without knowledge that the lease to the person is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. “Leasing” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.q“Lessor” means a person who transfers the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.r“Lessor’s residual interest” means the lessor’s interest in the goods after expiration, termination, or cancellation of the lease contract.s“Lien” means a charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.t“Lot” means a parcel or a single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.u“Merchant lessee” means a lessee that is a merchant with respect to goods of the kind subject to the lease.v“Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.w“Purchase” includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.x“Sublease” means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.y“Supplier” means a person from whom a lessor buys or leases goods to be leased under a finance lease.z“Supply contract” means a contract under which a lessor buys or leases goods to be leased.aa“Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.2Other definitions applying to this Article and the sections in which they appear are:a“Accessions”Section 554.13310,subsection 1b“Construction mortgage”Section 554.13309,subsection 1,paragraph “d”c“Encumbrance”Section 554.13309,subsection 1,paragraph “e”d“Fixtures”Section 554.13309,subsection 1,paragraph “a”e“Fixture filing”Section 554.13309,subsection 1,paragraph “b”f“Purchase money lease”Section 554.13309,subsection 1,paragraph “c”3The following definitions in other Articles apply to this Article:a“Account”Section 554.9102,subsection 1,paragraph “b”b“Between merchants”Section 554.2104,subsection 3c“Buyer”Section 554.2103,subsection 1,paragraph “a”d“Chattel paper”Section 554.9102,subsection 1,paragraph “m”e“Consumer goods”Section 554.9102,subsection 1,paragraph “y”f“Document”Section 554.9102,subsection 1,paragraph “ah”g“Entrusting”Section 554.2403,subsection 3h“General intangible”Section 554.9102,subsection 1,paragraph “au”i“Good faith”Section 554.1201j“Instrument”Section 554.9102,subsection 1,paragraph “az”k“Merchant”Section 554.2104,subsection 1l“Mortgage”Section 554.9102,subsection 1,paragraph “bi”m“Pursuant to commitment”Section 554.9102,subsection 1,paragraph “bw”n“Receipt”Section 554.2103,subsection 1,paragraph “c”o“Sale”Section 554.2106,subsection 1p“Sale on approval”Section 554.2326q“Sale or return”Section 554.2326r“Seller”Section 554.2103,subsection 1,paragraph “d”4In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.94 Acts, ch 1052, §7; 2000 Acts, ch 1149, §156, 187; 2007 Acts, ch 30, §45, 46, 77; 2008 Acts, ch 1032, §81; 2012 Acts, ch 1023, §157; 2013 Acts, ch 30, §154; 2024 Acts, ch 1023, §117554.13104Leases subject to other law.1A lease, although subject to this Article, is also subject to any applicable:acertificate of title or registration statute of this state (including as provided in chapters 321 and 462A);bcertificate of title statute of another jurisdiction (section 554.13105); orcconsumer protection statute of this state, or final consumer protection decision of a court of this state existing on July 1, 1994.2In case of conflict between this Article, other than sections 554.13105, 554.13304, subsection 3, and 554.13305, subsection 3, and a statute or decision referred to in subsection 1, the statute or decision controls.3Failure to comply with an applicable law has only the effect specified therein.94 Acts, ch 1052, §8554.13105Territorial application of Article to goods covered by certificate of title.Subject to the provisions of sections 554.13304, subsection 3, and 554.13305, subsection 3, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of surrender of the certificate, or four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.94 Acts, ch 1052, §9; 2013 Acts, ch 30, §261554.13106Limitation on power of parties to consumer lease to choose applicable law and judicial forum.1If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enforceable.2If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.94 Acts, ch 1052, §10554.13107Waiver or renunciation of claim or right after default.Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party.94 Acts, ch 1052, §112024 Acts, ch 1023, §118554.13108Unconscionability.1If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.2With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.3Before making a finding of unconscionability under subsection 1 or 2, the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.4In an action in which the lessee claims unconscionability with respect to a consumer lease:aIf the court finds unconscionability under subsection 1 or 2, the court shall award reasonable attorney’s fees to the lessee.bIf the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action that the lessee knew to be groundless, the court shall award reasonable attorney’s fees to the party against whom the claim is made.cIn determining attorney’s fees, the amount of the recovery on behalf of the claimant under subsections 1 and 2 is not controlling.94 Acts, ch 1052, §12554.13109Option to accelerate at will.1A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when the party deems the party insecure” or in words of similar import must be construed to mean that the party has power to do so only if the party in good faith believes that the prospect of payment or performance is impaired.2With respect to a consumer lease, the burden of establishing good faith under subsection 1 is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.94 Acts, ch 1052, §132FORMATION AND CONSTRUCTION OFLEASE CONTRACT554.13201Statute of frauds.1A lease contract is not enforceable by way of action or defense unless:athe total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; orbthere is a record, signed by the party against whom enforcement is sought or by that party’s authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.2Any description of leased goods or of the lease term is sufficient and satisfies subsection 1, paragraph “b”, whether or not it is specific, if it reasonably identifies what is described.3A record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection 1, paragraph “b”, beyond the lease term and the quantity of goods shown in the record.4A lease contract that does not satisfy the requirements of subsection 1, but which is valid in other respects, is enforceable:aif the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor’s business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;bif the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; orcwith respect to goods that have been received and accepted by the lessee.5The lease term under a lease contract referred to in subsection 4 is:aif there is a record signed by the party against whom enforcement is sought or by that party’s authorized agent specifying the lease term, the term so specified;bif the party against whom enforcement is sought admits in that party’s pleading, testimony, or otherwise in court a lease term, the term so admitted; orca reasonable lease term.94 Acts, ch 1052, §142024 Acts, ch 1023, §119554.13202Final written expression parol or extrinsic evidence.Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:1by course of dealing or usage of trade or by course of performance; and2by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.94 Acts, ch 1052, §152024 Acts, ch 1023, §120554.13203Seals inoperative.The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.94 Acts, ch 1052, §162024 Acts, ch 1023, §121554.13204Formation in general.1A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.2An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.3Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.94 Acts, ch 1052, §17554.13205Firm offers.An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.94 Acts, ch 1052, §182024 Acts, ch 1023, §122554.13206Offer and acceptance in formation of lease contract.1Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.2If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.94 Acts, ch 1052, §19554.13207Course of performance or practical construction.Repealed by 2007 Acts, ch 41, §61.See §554.1303. 554.13208Modification, rescission, and waiver.1An agreement modifying a lease contract needs no consideration to be binding.2A signed lease agreement that excludes modification or rescission except by a signed record shall not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.3Although an attempt at modification or rescission does not satisfy the requirements of subsection 2, it may operate as a waiver.4A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.94 Acts, ch 1052, §212024 Acts, ch 1023, §123554.13209Lessee under finance lease as beneficiary of supply contract.1The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee’s leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.2The extension of the benefit of a supplier’s promises and of warranties to the lessee under subsection 1 does not: amodify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or bimpose any duty or liability under the supply contract on the lessee.3Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.4In addition to the extension of the benefit of the supplier’s promises and of warranties to the lessee under subsection 1, the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.94 Acts, ch 1052, §22; 2013 Acts, ch 30, §155554.13210Express warranties.1Express warranties by the lessor are created as follows:aAny affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.bAny description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.cAny sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.2It is not necessary to the creation of an express warranty that the lessor use formal words, such as “warrant” or “guarantee”, or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor’s opinion or commendation of the goods does not create a warranty.94 Acts, ch 1052, §23554.13211Warranties against interference and against infringement — lessee’s obligation against infringement.1There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest.2Except in a finance lease, there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.3A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.94 Acts, ch 1052, §24554.13212Implied warranty of merchantability.1Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.2Goods to be merchantable must be at least such asapass without objection in the trade under the description in the lease agreement;bin the case of fungible goods, are of fair average quality within the description;care fit for the ordinary purposes for which goods of that type are used;drun, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;eare adequately contained, packaged, and labeled as the lease agreement may require; andfconform to any promises or affirmations of fact made on the container or label.3Other implied warranties may arise from course of dealing or usage of trade.94 Acts, ch 1052, §25554.13213Implied warranty of fitness for particular purpose.Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor’s skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.94 Acts, ch 1052, §26554.13214Exclusion or modification of warranties.1Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 554.13202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.2Subject to subsection 3, to exclude or modify the implied warranty of merchantability or any part of it the language must mention “merchantability”, be by a writing, and be conspicuous. Subject to subsection 3, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, “There is no warranty that the goods will be fit for a particular purpose”.3Notwithstanding subsection 2, but subject to subsection 4,aunless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, or “with all faults”, or by other language that in common understanding calls the lessee’s attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;bif the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; andcan implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.4To exclude or modify a warranty against interference or against infringement (section 554.13211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.94 Acts, ch 1052, §27554.13215Cumulation and conflict of warranties express or implied.Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:1Exact or technical specifications displace an inconsistent sample or model or general language of description.2A sample from an existing bulk displaces inconsistent general language of description.3Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.94 Acts, ch 1052, §28554.13216Third-party beneficiaries of express and implied warranties.A warranty to or for the benefit of a lessee under this Article, whether express or implied, extends to any person who may reasonably be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. The operation of this section may not be excluded, modified, or limited with respect to injury to the person of an individual to whom the warranty extends, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against the beneficiary designated under this section.94 Acts, ch 1052, §29554.13217Identification.Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:1when the lease contract is made if the lease contract is for a lease of goods that are existing and identified;2when the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or3when the young are conceived, if the lease contract is for a lease of unborn young of animals.94 Acts, ch 1052, §30554.13218Insurance and proceeds.1A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.2If a lessee has an insurable interest only by reason of the lessor’s identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.3Notwithstanding a lessee’s insurable interest under subsections 1 and 2, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.4Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.5The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.94 Acts, ch 1052, §31554.13219Risk of loss.1Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.2Subject to the provisions of this Article on the effect of default on risk of loss (section 554.13220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:aIf the lease contract requires or authorizes the goods to be shipped by carrier1and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but2if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.bIf the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee’s right to possession of the goods.cIn any case not within paragraph “a” or “b”, the risk of loss passes to the lessee on the lessee’s receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.94 Acts, ch 1052, §32554.13220Effect of default on risk of loss.1Where risk of loss is to pass to the lessee and the time of passage is not stated:aIf a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.bIf the lessee rightfully revokes acceptance, the lessee, to the extent of any deficiency in the lessee’s effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.2Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in the lessor’s or supplier’s effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.94 Acts, ch 1052, §33554.13221Casualty to identified goods.If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or section 554.13219, then:1if the loss is total, the lease contract is avoided; and2if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at the lessee’s option either treat the lease contract as avoided or, except in a finance lease that is not a consumer lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.94 Acts, ch 1052, §343EFFECT OF LEASE CONTRACT554.13301Enforceability of lease contract.Except as otherwise provided in this Article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.94 Acts, ch 1052, §35554.13302Title to and possession of goods.Except as otherwise provided in this Article, each provision of this Article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.94 Acts, ch 1052, §36554.13303Alienability of party’s interest under lease contract or of lessor’s residual interest in goods — delegation of performance — transfer of rights.1As used in this section, “creation of a security interest” includes the sale of a lease contract that is subject to Article 9, Secured Transactions, by reason of section 554.9109, subsection 1, paragraph “c”.2Except as provided in subsection 3 and section 554.9407, a provision in a lease agreement which prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy, or other judicial process, of an interest of a party under the lease contract or of the lessor’s residual interest in the goods, or makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection 4, but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.3A provision in a lease agreement which prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor’s due performance of the transferor’s entire obligation, or makes such a transfer an event of default, is not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract within the purview of subsection 4.4Subject to subsection 3 and section 554.9407:aif a transfer is made which is made an event of default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in section 554.13501, subsection 2;bif paragraph “a” is not applicable and if a transfer is made that is prohibited under a lease agreement or materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.5A transfer of “the lease” or of “all my rights under the lease”, or a transfer in similar general terms, is a transfer of rights and, unless the language or the circumstances, as in a transfer for security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.6Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.7In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous.94 Acts, ch 1052, §37; 2000 Acts, ch 1149, §157, 187; 2013 Acts, ch 30, §261554.13304Subsequent lease of goods by lessor.1Subject to section 554.13303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection 2 and section 554.13527, subsection 4, takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:athe lessor’s transferor was deceived as to the identity of the lessor;bthe delivery was in exchange for a check which is later dishonored;cit was agreed that the transaction was to be a “cash sale”; ordthe delivery was procured through fraud punishable as larcenous under the criminal law.2A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor’s and the existing lessee’s rights to the goods, and takes free of the existing lease contract.3A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.94 Acts, ch 1052, §38554.13305Sale or sublease of goods by lessee.1Subject to the provisions of section 554.13303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection 2 and section 554.13511, subsection 4, takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:athe lessor was deceived as to the identity of the lessee;bthe delivery was in exchange for a check which is later dishonored; orcthe delivery was procured through fraud punishable as larcenous under the criminal law.2A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.3A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.94 Acts, ch 1052, §39554.13306Priority of certain liens arising by operation of law.If a person in the ordinary course of the person’s business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this Article unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.94 Acts, ch 1052, §40554.13307Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.1Except as otherwise provided in section 554.13306, a creditor of a lessee takes subject to the lease contract.2Except as otherwise provided in subsection 3 and in sections 554.13306 and 554.13308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.3Except as otherwise provided in sections 554.9317, 554.9321, and 554.9323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.94 Acts, ch 1052, §41; 2000 Acts, ch 1149, §158, 187554.13308Special rights of creditors.1A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.2Nothing in this Article impairs the rights of creditors of a lessor if the lease contract becomes enforceable, not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like, and is made under circumstances which under any statute or rule of law apart from this Article would constitute the transaction a fraudulent transfer or voidable preference.3A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.94 Acts, ch 1052, §42; 2013 Acts, ch 30, §261554.13309Lessor’s and lessee’s rights when goods become fixtures.1In this section:agoods are “fixtures” when they become so related to particular real estate that an interest in them arises under real estate law;ba “fixture filing” is the filing, in the office where a record of a mortgage on the real estate would be filed or recorded, of a financing statement covering goods that are or are to become fixtures and conforming to the requirements of section 554.9502, subsections 1 and 2;ca lease is a “purchase money lease” unless the lessee has possession or use of the goods or the right to possession or use of the goods before the lease agreement is enforceable;da mortgage is a “construction mortgage” to the extent it secures an obligation incurred for the construction of an improvement on land including the acquisition cost of the land, if the recorded writing so indicates; ande“encumbrance” includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests.2Under this Article a lease may be of goods that are fixtures or may continue in goods that become fixtures, but no lease exists under this Article of ordinary building materials incorporated into an improvement on land.3This Article does not prevent creation of a lease of fixtures pursuant to real estate law.4The perfected interest of a lessor of fixtures has priority over a conflicting interest of an encumbrancer or owner of the real estate if:athe lease is a purchase money lease, the conflicting interest of the encumbrancer or owner arises before the goods become fixtures, the interest of the lessor is perfected by a fixture filing before the goods become fixtures or within ten days thereafter, and the lessee has an interest of record in the real estate or is in possession of the real estate; orbthe interest of the lessor is perfected by a fixture filing before the interest of the encumbrancer or owner is of record, the lessor’s interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real estate or is in possession of the real estate.5The interest of a lessor of fixtures, whether or not perfected, has priority over the conflicting interest of an encumbrancer or owner of the real estate if:athe fixtures are readily removable factory or office machines, readily removable equipment that is not primarily used or leased for use in the operation of the real estate, or readily removable replacements of domestic appliances that are goods subject to a consumer lease, and before the goods become fixtures the lease contract is enforceable; orbthe conflicting interest is a lien on the real estate obtained by legal or equitable proceedings after the lease contract is enforceable; orcthe encumbrancer or owner has consented in writing to the lease or has disclaimed an interest in the goods as fixtures; ordthe lessee has a right to remove the goods as against the encumbrancer or owner. If the lessee’s right to remove terminates, the priority of the interest of the lessor continues for a reasonable time.6Notwithstanding subsection 4, paragraph “a”, but otherwise subject to subsections 4 and 5, the interest of a lessor of fixtures, including the lessor’s residual interest, is subordinate to the conflicting interest of an encumbrancer of the real estate under a construction mortgage recorded before the goods become fixtures if the goods become fixtures before the completion of the construction. To the extent given to refinance a construction mortgage, the conflicting interest of an encumbrancer of the real estate under a mortgage has this priority to the same extent as the encumbrancer of the real estate under the construction mortgage.7In cases not within subsections 1 through 6, priority between the interest of a lessor of fixtures, including the lessor’s residual interest, and the conflicting interest of an encumbrancer or owner of the real estate who is not the lessee is determined by the priority rules governing conflicting interests in real estate.8If the interest of a lessor of fixtures, including the lessor’s residual interest, has priority over all conflicting interests of all owners and encumbrancers of the real estate, the lessor or the lessee may on default, expiration, termination, or cancellation of the lease agreement but subject to the lease agreement and this Article, or if necessary to enforce other rights and remedies of the lessor or lessee under this Article, remove the goods from the real estate, free and clear of all conflicting interests of all owners and encumbrancers of the real estate, but the lessor or lessee must reimburse any encumbrancer or owner of the real estate who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury, but not for any diminution in value of the real estate caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.9Even though the lease agreement does not create a security interest, the interest of a lessor of fixtures, including the lessor’s residual interest, is perfected by filing a financing statement as a fixture filing for leased goods that are or are to become fixtures in accordance with the relevant provisions of the Article on Secured Transactions (Article 9).94 Acts, ch 1052, §43; 2000 Acts, ch 1149, §159, 187; 2008 Acts, ch 1032, §82; 2013 Acts, ch 30, §261554.13310Lessor’s and lessee’s rights when goods become accessions.1Goods are “accessions” when they are installed in or affixed to other goods.2The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection 4.3The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection 4 but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.4The interest of a lessor or a lessee under a lease contract described in subsection 2 or 3 is subordinate to the interest ofaa buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; orba creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.5When under subsections 2 or 3 and 4 a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this Article, or if necessary to enforce the lessor’s or lessee’s other rights and remedies under this Article, remove the goods from the whole, free and clear of all interests in the whole, but the lessor or lessee must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.94 Acts, ch 1052, §44; 2013 Acts, ch 30, §261554.13311Priority subject to subordination.Nothing in this Article prevents subordination by agreement by any person entitled to priority.94 Acts, ch 1052, §454PERFORMANCE OF LEASE CONTRACT —REPUDIATED, SUBSTITUTED,AND EXCUSED554.13401Insecurity — adequate assurance of performance.1A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired.2If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which the insecure party has not already received the agreed return.3A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed thirty days after receipt of a demand by the other party.4Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.5Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.94 Acts, ch 1052, §46554.13402Anticipatory repudiation.If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:1for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;2make demand pursuant to section 554.13401 and await assurance of future performance adequate under the circumstances of the particular case; or3resort to any right or remedy upon default under the lease contract or this Article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party’s performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this Article on the lessor’s right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (section 554.13524).94 Acts, ch 1052, §47554.13403Retraction of anticipatory repudiation.1Until the repudiating party’s next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party’s position or otherwise indicated that the aggrieved party considers the repudiation final.2Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under section 554.13401.3Retraction reinstates a repudiating party’s rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.94 Acts, ch 1052, §48554.13404Substituted performance.1If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted.2If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:athe lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; andbif delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee’s obligation unless the regulation is discriminatory, oppressive, or predatory.94 Acts, ch 1052, §49554.13405Excused performance.Subject to section 554.13404 on substituted performance, the following rules apply:1Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with subsections 2 and 3 is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.2If the causes mentioned in subsection 1 affect only part of the lessor’s or the supplier’s capacity to perform, the lessor or supplier shall allocate production and deliveries among the lessor’s or supplier’s customers but at the lessor’s or supplier’s option may include regular customers not then under contract for sale or lease as well as the lessor’s or supplier’s own requirements for further manufacture. The lessor or supplier may so allocate in any manner that is fair and reasonable.3The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under subsection 2, of the estimated quota thus made available for the lessee.94 Acts, ch 1052, §50554.13406Procedure on excused performance.1If the lessee receives notification of a material or indefinite delay or an allocation justified under section 554.13405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 554.13510):aterminate the lease contract (section 554.13505, subsection 2); orbexcept in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.2If, after receipt of a notification from the lessor under section 554.13405, the lessee fails so to modify the lease agreement within a reasonable time not exceeding thirty days, the lease contract lapses with respect to any deliveries affected.94 Acts, ch 1052, §51554.13407Irrevocable promises — finance leases.1In the case of a finance lease that is not a consumer lease the lessee’s promises under the lease contract become irrevocable and independent upon the lessee’s acceptance of the goods.2A promise that has become irrevocable and independent under subsection 1:ais effective and enforceable between the parties, and by or against third parties including assignees of the parties, andbis not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.3This section does not affect the validity under any other law of a covenant in any lease contract making the lessee’s promises irrevocable and independent upon the lessee’s acceptance of the goods.94 Acts, ch 1052, §525DEFAULTAIN GENERAL554.13501Default — procedure.1Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article.2If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this Article and, except as limited by this Article, as provided in the lease agreement.3If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party’s claim to judgment, or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial procedure, including administrative proceeding, arbitration, or the like, in accordance with this Article.4Except as otherwise provided in section 554.1305, subsection 1, or this Article or the lease agreement, the rights and remedies referred to in subsections 2 and 3 are cumulative.5If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this part as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party’s rights and remedies in respect of the real property, in which case this part does not apply.94 Acts, ch 1052, §53; 2007 Acts, ch 41, §35; 2017 Acts, ch 54, §70554.13502Notice after default.Except as otherwise provided in this Article or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.94 Acts, ch 1052, §54554.13503Modification or impairment of rights and remedies.1Except as otherwise provided in this Article, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article.2Resort to a remedy provided under this Article or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this Article.3Consequential damages may be liquidated under section 554.13504, or may otherwise be limited, altered, or excluded unless the limitation, alteration, or exclusion is unconscionable. Limitation, alteration, or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration, or exclusion of damages where the loss is commercial is not prima facie unconscionable.4Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this Article.94 Acts, ch 1052, §55554.13504Liquidation of damages.1Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.2If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection 1, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this Article.3If the lessor justifiably withholds or stops delivery of goods because of the lessee’s default or insolvency (section 554.13525 or 554.13526), the lessee is entitled to restitution of any amount by which the sum of the lessee’s payments exceeds:athe amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages in accordance with subsection 1; orbin the absence of those terms, twenty percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or five hundred dollars.4A lessee’s right to restitution under subsection 3 is subject to offset to the extent the lessor establishes:aa right to recover damages under the provisions of this Article other than subsection 1; andbthe amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.94 Acts, ch 1052, §56554.13505Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.1On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the canceling party also retains any remedy for default of the whole lease contract or any unperformed balance.2On termination of the lease contract, all obligations that are still executory on both sides are discharged but any right based on prior default or performance survives.3Unless the contrary intention clearly appears, expressions of “cancellation”, “rescission”, or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.4Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this Article for default.5Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy.94 Acts, ch 1052, §57554.13506Statute of limitations.1An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one year.2A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later.3If an action commenced within the time limited by subsection 1 is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.4This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this Article becomes effective.94 Acts, ch 1052, §58554.13507Proof of market rent — time and place.1Damages based on market rent (section 554.13519 or 554.13528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in sections 554.13519 and 554.13528.2If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times or places described in this Article is not readily available, the rent prevailing within any reasonable time before or after the time described or at any other place or for a different lease term which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the difference, including the cost of transporting the goods to or from the other place.3Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this Article offered by one party is not admissible unless and until the party has given the other party notice the court finds sufficient to prevent unfair surprise.4If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.94 Acts, ch 1052, §59BDEFAULT BY LESSOR554.13508Lessee’s remedies.1If a lessor fails to deliver the goods in conformity to the lease contract (section 554.13509) or repudiates the lease contract (section 554.13402), or a lessee rightfully rejects the goods (section 554.13509) or justifiably revokes acceptance of the goods (section 554.13517), then with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 554.13510), the lessor is in default under the lease contract and the lessee may:acancel the lease contract (section 554.13505, subsection 1);brecover so much of the rent and security as has been paid and is just under the circumstances;ccover and recover damages as to all goods affected whether or not they have been identified to the lease contract (sections 554.13518 and 554.13520), or recover damages for nondelivery (sections 554.13519 and 554.13520);dexercise any other rights or pursue any other remedies provided in the lease contract.2If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee may also:aif the goods have been identified, recover them (section 554.13522); orbin a proper case, obtain specific performance or replevy the goods (section 554.13521).3If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease, and in section 554.13519, subsection 3.4If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (section 554.13519, subsection 4).5On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee’s possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection, receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially reasonable manner, subject to section 554.13527, subsection 5.6Subject to the provisions of section 554.13407, a lessee, on notifying the lessor of the lessee’s intention to do so, may deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still due under the same lease contract.94 Acts, ch 1052, §60554.13509Lessee’s rights on improper delivery — rightful rejection.1Subject to the provisions of section 554.13510 on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit or units and reject the rest of the goods.2Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the lessee seasonably notifies the lessor.94 Acts, ch 1052, §61554.13510Installment lease contracts — rejection and default.1Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection 2 and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.2Whenever nonconformity or default with respect to one or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries.94 Acts, ch 1052, §62554.13511Merchant lessee’s duties as to rightfully rejected goods.1Subject to any security interest of a lessee (section 554.13508, subsection 5), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in the merchant lessee’s possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease, or otherwise dispose of the goods for the lessor’s or supplier’s account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.2If a merchant lessee (subsection 1) or any other lessee (section 554.13512) disposes of goods, the lessee is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding ten percent of the gross proceeds.3In complying with this section or section 554.13512, the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.4A purchaser who purchases in good faith from a lessee pursuant to this section or section 554.13512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this Article.94 Acts, ch 1052, §63554.13512Lessee’s duties as to rightfully rejected goods.1Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 554.13511) and subject to any security interest of a lessee (section 554.13508, subsection 5):athe lessee, after rejection of goods in the lessee’s possession, shall hold them with reasonable care at the lessor’s or the supplier’s disposition for a reasonable time after the lessee’s seasonable notification of rejection;bif the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor’s or the supplier’s account or ship them to the lessor or the supplier or dispose of them for the lessor’s or the supplier’s account with reimbursement in the manner provided in section 554.13511; butcthe lessee has no further obligations with regard to goods rightfully rejected.2Action by the lessee pursuant to subsection 1 is not acceptance or conversion.94 Acts, ch 1052, §64554.13513Cure by lessor of improper tender or delivery — replacement.1If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor’s or the supplier’s intention to cure and may then make a conforming delivery within the time provided in the lease contract.2If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if the lessor or supplier seasonably notifies the lessee.94 Acts, ch 1052, §65554.13514Waiver of lessee’s objections.1In rejecting goods, a lessee’s failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default:aif, stated seasonably, the lessor or the supplier could have cured it (section 554.13513); orbbetween merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.2A lessee’s failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents.94 Acts, ch 1052, §66; 2007 Acts, ch 30, §45, 46, 78554.13515Acceptance of goods.1Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods andathe lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; orbthe lessee fails to make an effective rejection of the goods (section 554.13509, subsection 2).2Acceptance of a part of any commercial unit is acceptance of that entire unit.94 Acts, ch 1052, §67554.13516Effect of acceptance of goods — notice of default — burden of establishing default after acceptance — notice of claim or litigation to person answerable over.1A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.2A lessee’s acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this Article or the lease agreement for nonconformity.3If a tender has been accepted:awithin a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;bexcept in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like (section 554.13211) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; andcthe burden is on the lessee to establish any default.4If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over the following apply:aThe lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.bThe lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like (section 554.13211) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.5Subsections 3 and 4 apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like (section 554.13211).94 Acts, ch 1052, §68554.13517Revocation of acceptance of goods.1A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it:aexcept in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; orbwithout discovery of the nonconformity if the lessee’s acceptance was reasonably induced either by the lessor’s assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.2Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial unit to the lessee.3If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults by the lessor.4Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.5A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected them.94 Acts, ch 1052, §69554.13518Cover — substitute goods.1After a default by a lessor under the lease contract of the type described in section 554.13508, subsection 1, or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.2Except as otherwise provided with respect to damages liquidated in the lease agreement (section 554.13504) or otherwise determined pursuant to agreement of the parties (sections 554.1302 and 554.13503), if a lessee’s cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement, and any incidental or consequential damages, less expenses saved in consequence of the lessor’s default.3If a lessee’s cover is by lease agreement that for any reason does not qualify for treatment under subsection 2, or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and section 554.13519 governs.94 Acts, ch 1052, §70; 2007 Acts, ch 41, §36; 2013 Acts, ch 30, §261554.13519Lessee’s damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods.1Except as otherwise provided with respect to damages liquidated in the lease agreement (section 554.13504) or otherwise determined pursuant to agreement of the parties (sections 554.1302 and 554.13503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 554.13518, subsection 2, or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.2Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.3Except as otherwise agreed, if the lessee has accepted goods and given notification (section 554.13516, subsection 3), the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor’s default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.4Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default or breach of warranty.94 Acts, ch 1052, §71; 2007 Acts, ch 41, §37554.13520Lessee’s incidental and consequential damages.1Incidental damages resulting from a lessor’s default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses or commissions in connection with effecting cover, and any other reasonable expense incident to the default.2Consequential damages resulting from a lessor’s default include:aany loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; andbinjury to person or property proximately resulting from any breach of warranty.94 Acts, ch 1052, §72554.13521Lessee’s right to specific performance or replevin.1Specific performance may be decreed if the goods are unique or in other proper circumstances.2A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or other relief that the court deems just.3A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing.94 Acts, ch 1052, §73554.13522Lessee’s right to goods on lessor’s insolvency.1Subject to subsection 2 and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (section 554.13217) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.2A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.94 Acts, ch 1052, §74CDEFAULT BY LESSEE554.13523Lessor’s remedies.1If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 554.13510), the lessee is in default under the lease contract and the lessor may:acancel the lease contract (section 554.13505, subsection 1);bproceed respecting goods not identified to the lease contract (section 554.13524);cwithhold delivery of the goods and take possession of goods previously delivered (section 554.13525);dstop delivery of the goods by any bailee (section 554.13526);edispose of the goods and recover damages (section 554.13527), or retain the goods and recover damages (section 554.13528), or in a proper case recover rent (section 554.13529);fexercise any other rights or pursue any other remedies provided in the lease contract.2If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection 1, the lessor may recover the loss resulting in the ordinary course of events from the lessee’s default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee’s default.3If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:aif the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsection 1 or 2; orbif the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection 2.94 Acts, ch 1052, §75554.13524Lessor’s right to identify goods to lease contract.1After default by the lessee under the lease contract of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a” or, if agreed, after other default by the lessee, the lessor may:aidentify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor’s or the supplier’s possession or control; andbdispose of goods (section 554.13527, subsection 1) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.2If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.94 Acts, ch 1052, §76554.13525Lessor’s right to possession of goods.1If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.2After a default by the lessee under the lease contract of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a” or, if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place to be designated by the lessor which is reasonably convenient to both parties. Without removal, the lessor may render unusable any goods employed in trade or business, and may dispose of goods on the lessee’s premises (section 554.13527).3The lessor may proceed under subsection 2 without judicial process if it can be done without breach of the peace or the lessor may proceed by action.94 Acts, ch 1052, §77554.13526Lessor’s stoppage of delivery in transit or otherwise.1A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.2In pursuing its remedies under subsection 1, the lessor may stop delivery untilareceipt of the goods by the lessee;backnowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; orcsuch an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.3aTo stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.bAfter notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuing charges or damages.cA carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.94 Acts, ch 1052, §78; 2007 Acts, ch 30, §45, 46, 79554.13527Lessor’s rights to dispose of goods.1After a default by a lessee under the lease contract of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a”, or after the lessor refuses to deliver or takes possession of goods (section 554.13525 or 554.13526), or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale, or otherwise.2Except as otherwise provided with respect to damages liquidated in the lease agreement (section 554.13504) or otherwise determined pursuant to agreement of the parties (sections 554.1302 and 554.13503), if the disposition is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement; the present value, as of the same date, of the total rent for the remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement; and any incidental damages allowed under section 554.13530, less expenses saved in consequence of the lessee’s default.3If the lessor’s disposition is by lease agreement that for any reason does not qualify for treatment under subsection 2, or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and section 554.13528 governs.4A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with one or more of the requirements of this Article.5The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee’s security interest (section 554.13508, subsection 5).94 Acts, ch 1052, §79; 2007 Acts, ch 41, §38; 2013 Acts, ch 30, §156554.13528Lessor’s damages for nonacceptance, failure to pay, repudiation, or other default.1Except as otherwise provided with respect to damages liquidated in the lease agreement (section 554.13504) or otherwise determined pursuant to agreement of the parties (sections 554.1302 and 554.13503), if a lessor elects to retain the goods or a lessor elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment under section 554.13527, subsection 2, or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a”, or, if agreed, for other default of the lessee, aaccrued and unpaid rent as of the date of default if the lessee has never taken possession of the goods, or, if the lessee has taken possession of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the goods to the lessor, bthe present value as of the date determined under paragraph “a” of the total rent for the then remaining lease term of the original lease agreement minus the present value as of the same date of the market rent at the place where the goods are located computed for the same lease term, and cany incidental damages allowed under section 554.13530, less expenses saved in consequence of the lessee’s default.2If the measure of damages provided in subsection 1 is inadequate to put a lessor in as good a position as performance would have, the measure of damages is the present value of the profit, including reasonable overhead, the lessor would have made from full performance by the lessee, together with any incidental damages allowed under section 554.13530, due allowance for costs reasonably incurred and due credit for payments or proceeds of disposition.94 Acts, ch 1052, §80; 2007 Acts, ch 41, §39; 2013 Acts, ch 30, §157554.13529Lessor’s action for the rent.1After default by the lessee under the lease contract of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a”, or, if agreed, after other default by the lessee, if the lessor complies with subsection 2, the lessor may recover from the lessee as damages:afor goods accepted by the lessee and not repossessed by or tendered to the lessor, and for conforming goods lost or damaged within a commercially reasonable time after risk of loss passes to the lessee (section 554.13219), accrued and unpaid rent as of the date of entry of judgment in favor of the lessor, the present value as of the same date of the rent for the then remaining lease term of the lease agreement, and any incidental damages allowed under section 554.13530, less expenses saved in consequence of the lessee’s default; andbfor goods identified to the lease contract if the lessor is unable after reasonable effort to dispose of them at a reasonable price or the circumstances reasonably indicate that effort will be unavailing, accrued and unpaid rent as of the date of entry of judgment in favor of the lessor, the present value as of the same date of the rent for the then remaining lease term of the lease agreement, and any incidental damages allowed under section 554.13530, less expenses saved in consequence of the lessee’s default.2Except as provided in subsection 3, the lessor shall hold for the lessee for the remaining lease term of the lease agreement any goods that have been identified to the lease contract and are in the lessor’s control.3The lessor may dispose of the goods at any time before collection of the judgment for damages obtained pursuant to subsection 1. If the disposition is before the end of the remaining lease term of the lease agreement, the lessor’s recovery against the lessee for damages is governed by section 554.13527 or 554.13528, and the lessor will cause an appropriate credit to be provided against a judgment for damages to the extent that the amount of the judgment exceeds the recovery available pursuant to section 554.13527 or 554.13528.4Payment of the judgment for damages obtained pursuant to subsection 1 entitles the lessee to the use and possession of the goods not then disposed of for the remaining lease term of and in accordance with the lease agreement.5After default by the lessee under the lease contract of the type described in section 554.13523, subsection 1, or section 554.13523, subsection 3, paragraph “a”, or, if agreed, after other default by the lessee, a lessor who is held not entitled to rent under this section must nevertheless be awarded damages for nonacceptance under section 554.13527 or section 554.13528.94 Acts, ch 1052, §81; 2013 Acts, ch 30, §261554.13530Lessor’s incidental damages.Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee’s default, in connection with return or disposition of the goods, or otherwise resulting from the default.94 Acts, ch 1052, §82554.13531Standing to sue third parties for injury to goods.1If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract the lessor has a right of action against the third party, and the lessee also has a right of action against the third party if the lessee:ahas a security interest in the goods;bhas an insurable interest in the goods; orcbears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.2If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, the plaintiff party’s suit or settlement, subject to party plaintiff’s own interest, is as a fiduciary for the other party to the lease contract.3Either party with the consent of the other may sue for the benefit of whom it may concern.94 Acts, ch 1052, §83; 2013 Acts, ch 30, §261554.13532Lessor’s rights to residual interest.In addition to any other recovery permitted by this Article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor’s residual interest in the goods caused by the default of the lessee.94 Acts, ch 1052, §8414CONTROLLABLE ELECTRONIC RECORDSProvisions codified in this Article may be found in Article 12 of the proposed uniform commercial code legislation recommended by the National Conference of Commissioners on Uniform State Laws554.14101Short title.This Article may be cited as Uniform Commercial Code Controllable Electronic Records.2022 Acts, ch 1117, §1; 2024 Acts, ch 1023, §1554.14102Definitions.1Article 14 definitions. In this Article:a“Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under section 554.14105. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property, or a transferable record.b“Qualifying purchaser” means a purchaser of a controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record.c“Transferable record” has the meaning provided for that term in:1section 201(a)(1) of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7021(a)(1), as amended; or2 the Uniform Electronic Transactions Act, section 554D.118, subsection 1.d“Value” has the meaning provided in section 554.3303, subsection 1, as if references in that subsection to an “instrument” were references to a controllable account, controllable electronic record, or controllable payment intangible.2Definitions in Article 9. The definitions in Article 9 of “account debtor”, “controllable account”, “controllable payment intangible”, “chattel paper”, “deposit account”, “electronic money”, and “investment property” apply to this Article.3Article 1 definitions and principles.Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.2022 Acts, ch 1117, §2; 2024 Acts, ch 1023, §2554.14103Relation to Article 9 and consumer laws.1Article 9 governs in case of conflict.If there is conflict between this Article and Article 9, Article 9 governs.2Applicable consumer law and other laws.A transaction subject to this Article is subject to:aany applicable rule of law that establishes a different rule for consumers, including as provided in chapter 537 and any other consumer protection statute or regulation of this state; andbany other statute or regulation of this state that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit or credit transactions, including as provided in chapter 535.2ANational digital currency not supported, endorsed, created, or implemented.This Article shall not be construed to support, endorse, create, or implement a national digital currency.2022 Acts, ch 1117, §3; 2024 Acts, ch 1023, §3554.14104Rights in controllable account, controllable electronic record, and controllable payment intangible.1Applicability of section to controllable account and controllable payment intangible.This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections 3, 4, 5, 7, and 8 of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.2Control of controllable account and controllable payment intangible.To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.3Applicability of other law to acquisition of rights.Except as provided in this section, law other than this Article determines whether a person acquires a right in a controllable electronic record and the right the person acquires.4Shelter principle and purchase of limited interest.A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.5Rights of qualifying purchaser.A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.6Limitation of rights of qualifying purchaser in other property.Except as provided in subsections 1 and 5 for a controllable account and a controllable payment intangible or law other than this Article, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.7No-action protection for qualifying purchaser.An action shall not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.8Filing not notice.Filing of a financing statement under Article 9 is not notice of a claim of a property right in a controllable electronic record.2022 Acts, ch 1117, §4; 2024 Acts, ch 1023, §4554.14105Control of controllable electronic record.1General rule: control of controllable electronic record.A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded:a gives the person:1 power to avail itself of substantially all the benefit from the electronic record; and2exclusive power, subject to subsection 2, to:aprevent others from availing themselves of substantially all the benefit from the electronic record; andbtransfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; andb enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers specified in paragraph “a”.2Meaning of exclusive.Subject to subsection 3, a power is exclusive under subsection 1, paragraph “a”, subparagraph (2), subparagraph divisions (a) and (b) even if:athe controllable electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; orbthe power is shared with another person.3When power not shared with another person.A power of a person is not shared with another person under subsection 2, paragraph “b” and the person’s power is not exclusive if:athe person can exercise the power only if the power also is exercised by the other person; andbthe other person:1can exercise the power without exercise of the power by the person; or2is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.4Presumption of exclusivity of certain powers.If a person has the powers specified in subsection 1, paragraph “a”, subparagraph (2), subparagraph divisions (a) and (b), the powers are presumed to be exclusive.5Control through another person.A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:ahas control of the electronic record and acknowledges that it has control on behalf of the person; orbobtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.6No requirement to acknowledge.A person that has control under this section is not required to acknowledge that it has control on behalf of another person.7No duties or confirmation.If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.2022 Acts, ch 1117, §5; 2024 Acts, ch 1023, §5554.14106Discharge of account debtor on controllable account or controllable payment intangible.1Discharge of account debtor.An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:athe person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; orbexcept as provided in subsection 2, a person that formerly had control of the controllable electronic record.2Content and effect of notification.Subject to subsection 4, the account debtor shall not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:ais signed by a person that formerly had control or the person to which control was transferred;breasonably identifies the controllable account or controllable payment intangible;cnotifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;didentifies the transferee, in any reasonable way, including by name, identifying number, cryptographic key, office, or account number; andeprovides a commercially reasonable method by which the account debtor is to pay the transferee.3Discharge following effective notification.After receipt of a notification that complies with subsection 2, the account debtor may discharge its obligation by paying in accordance with the notification and shall not discharge the obligation by paying a person that formerly had control.4When notification ineffective.Subject to subsection 8, notification is ineffective under subsection 2:aunless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person must furnish reasonable proof that control has been transferred;bto the extent an agreement between the account debtor and seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this Article; orcat the option of the account debtor, if the notification notifies the account debtor to:1divide a payment;2make less than the full amount of an installment or other periodic payment; or3pay any part of a payment by more than one method or to more than one person.5Proof of transfer of control.Subject to subsection 8, if requested by the account debtor, the person giving the notification under subsection 2 seasonably shall furnish reasonable proof, using the method in the agreement referred to in subsection 4, paragraph “a”, that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection 2.6What constitutes reasonable proof.A person furnishes reasonable proof under subsection 5 that control has been transferred if the person demonstrates, using the method in the agreement referred to in subsection 4, paragraph “a”, that the transferee has the power to:aavail itself of substantially all the benefit from the controllable electronic record;bprevent others from availing themselves of substantially all the benefit from the controllable electronic record; andctransfer the powers specified in paragraphs “a” and “b” to another person.7Rights not waivable.Subject to subsection 8, an account debtor shall not waive or vary its rights under subsection 4, paragraph “a”, and subsection 5 or its option under subsection 4, paragraph “c”.8Rule for individual under other law.This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.2022 Acts, ch 1117, §6; 2024 Acts, ch 1023, §6554.14107Governing law.1Governing law: general rule.Except as provided in subsection 2, the local law of a controllable electronic record’s jurisdiction governs a matter covered by this Article.2Governing law: section 554.14106.For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record’s jurisdiction governs a matter covered by section 554.14106 unless an effective agreement determines that the local law of another jurisdiction governs.3Controllable electronic record’s jurisdiction.The following rules determine a controllable electronic record’s jurisdiction under this section:aif the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this section, Article, or chapter, that jurisdiction is the controllable electronic record’s jurisdiction.bif paragraph “a” does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this section, Article, or chapter, that jurisdiction is the controllable electronic record’s jurisdiction.cif paragraphs “a” and “b” do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.dif paragraphs “a”, “b”, and “c” do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.eif paragraphs “a” through “d” do not apply, the controllable electronic record’s jurisdiction is the District of Columbia.4Applicability of Article 12.If subsection 3, paragraph “e”, applies and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this Article is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection, “Article 12” means Article 12 of Uniform Commercial Code Amendments (2022) approved by the uniform law commission at its annual meeting in July 2022.5Relation of matter or transaction to controllable electronic record’s jurisdiction not necessary.To the extent subsections 1 and 2 provide that the local law of the controllable electronic record’s jurisdiction governs a matter covered by this Article, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record’s jurisdiction.6Rights of purchasers determined at time of purchase.The rights acquired under section 554.14104 by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase.2022 Acts, ch 1117, §7; 2024 Acts, ch 1023, §7554.14108Applicability.Repealed by its own terms; 2024 Acts, ch 1023, §8.554.14109Savings clause.Repealed by its own terms; 2024 Acts, ch 1023, §9.15TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE AMENDMENTS (2022)Provisions codified in this Article may be found in Article A of the proposed uniform commercial code legislation recommended by the National Conference of Commissioners on Uniform State Laws1GENERAL PROVISIONS AND DEFINITIONS554.15101Short title.This Article may be cited as the Transitional Provisions for Uniform Commercial Code Amendments (2022).2024 Acts, ch 1023, §124554.15102Definitions.1Article 15 definitions.In this Article:a“Article 14” means Article 14 of this chapter.b“Article 14 property” means a controllable account, controllable electronic record, or controllable payment intangible.2Definitions in other Articles.The following definitions in other Articles of this chapter apply to this Article:a“Controllable account”... Section 554.9102.b“Controllable electronic record”... Section 554.14102.c“Controllable payment intangible”... Section 554.9102.d“Electronic money”... Section 554.9102.e“Financing statement”... Section 554.9102.3Article 1 definitions and principles.Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.2024 Acts, ch 1023, §1252GENERAL TRANSITIONAL PROVISION554.15201Saving clause.Except as provided in part 3, a transaction validly entered into before July 1, 2024, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than this chapter or, if applicable, this chapter, as though 2024 Iowa Acts, ch. 1023, had not taken effect.2024 Acts, ch 1023, §1263TRANSITIONAL PROVISIONS FOR ARTICLES 9 AND 14554.15301Saving clause.1Pre-effective-date transaction, lien, or interest.Except as provided in this part, Article 9, as amended by 2024 Iowa Acts, ch. 1023, and Article 14, as amended by 2024 Iowa Acts, ch. 1023, apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was entered into, created, or acquired before July 1, 2024.2Continuing validity.Except as provided in subsection 3 and sections 554.15302 through 554.15306:aa transaction, lien, or interest in property that was validly entered into, created, or transferred before July 1, 2024, and was not governed by this chapter, but would be subject to Article 9 as amended by 2024 Iowa Acts, ch. 1023, or Article 14, as amended by 2024 Iowa Acts, ch. 1023, if it had been entered into, created, or transferred on or after July 1, 2024, including the rights, duties, and interests flowing from the transaction, lien, or interest, remains valid on and after July 1, 2024; andbthe transaction, lien, or interest may be terminated, completed, consummated, and enforced as required or permitted by 2024 Iowa Acts, ch. 1023, or by the law that would apply if 2024 Iowa Acts, ch. 1023, had not taken effect.3Pre-effective-date proceeding.2024 Iowa Acts, ch. 1023, does not affect an action, case, or proceeding commenced before July 1, 2024.2024 Acts, ch 1023, §127554.15302Security interest perfected before July 1, 2024.1Continuing perfection: perfection requirements satisfied.A security interest that is enforceable and perfected immediately before July 1, 2024, is a perfected security interest under 2024 Iowa Acts, ch. 1023, if, on July 1, 2024, the requirements for enforceability and perfection under 2024 Iowa Acts, ch. 1023, are satisfied without further action.2Continuing perfection: enforceability or perfection requirements not satisfied.If a security interest is enforceable and perfected immediately before July 1, 2024, but the requirements for enforceability or perfection under 2024 Iowa Acts, ch. 1023, are not satisfied on July 1, 2024, the security interest:ais a perfected security interest until the earlier of the time perfection would have ceased under the law in effect immediately before July 1, 2024, or July 1, 2025;bremains enforceable thereafter only if the security interest satisfies the requirements for enforceability under section 554.9203, as amended by 2024 Iowa Acts, ch. 1023, before July 1, 2025; andcremains perfected thereafter only if the requirements for perfection under 2024 Iowa Acts, ch. 1023, are satisfied before the time specified in paragraph “a”.2024 Acts, ch 1023, §128554.15303Security interest unperfected before July 1, 2024.A security interest that is enforceable immediately before July 1, 2024, but is unperfected at that time:1remains an enforceable security interest until July 1, 2025;2remains enforceable thereafter if the security interest becomes enforceable under section 554.9203, as amended by 2024 Iowa Acts, ch. 1023, on July 1, 2024, or before July 1, 2025; and3becomes perfected:awithout further action, on July 1, 2024, if the requirements for perfection under 2024 Iowa Acts, ch. 1023, are satisfied before or at that time; orbwhen the requirements for perfection are satisfied if the requirements are satisfied after that time.2024 Acts, ch 1023, §129554.15304Effectiveness of actions taken before July 1, 2024.1Pre-effective-date action; attachment and perfection before July 1, 2025.If action, other than the filing of a financing statement, is taken before July 1, 2024, and this action would have resulted in perfection of the security interest had the security interest become enforceable before July 1, 2024, this action is effective to perfect a security interest that attaches under 2024 Iowa Acts, ch. 1023, before July 1, 2025. An attached security interest becomes unperfected on July 1, 2025, unless the security interest becomes a perfected security interest under 2024 Iowa Acts, ch. 1023, before July 1, 2025.2Pre-effective-date filing.The filing of a financing statement before July 1, 2024, is effective to perfect a security interest on July 1, 2024, to the extent the filing would satisfy the requirements for perfection under 2024 Iowa Acts, ch. 1023.3Pre-effective-date enforceability action.The taking of an action before July 1, 2024, is sufficient for the enforceability of a security interest on July 1, 2024, if this action would satisfy the requirements for enforceability under 2024 Iowa Acts, ch. 1023.2024 Acts, ch 1023, §130554.15305Priority.1Determination of priority.Subject to subsections 2 and 3, 2024 Iowa Acts, ch. 1023, determines the priority of conflicting claims to collateral.2Established priorities.Subject to subsection 3, if the priorities of claims to collateral were established before July 1, 2024, Article 9, as in effect before July 1, 2024, determines priority.3Determination of certain priorities on July 1, 2025.On July 1, 2025, to the extent the priorities determined by Article 9, as amended by 2024 Iowa Acts, ch. 1023, modify the priorities established before July 1, 2024, the priorities of claims to Article 14 property and electronic money established before July 1, 2024, cease to apply.2024 Acts, ch 1023, §131554.15306Priority of claims when priority rules of Article 9 do not apply.1Determination of priority.Subject to subsections 2 and 3, Article 14 determines the priority of conflicting claims to Article 14 property when the priority rules of Article 9, as amended by 2024 Iowa Acts, ch. 1023, do not apply.2Established priorities.Subject to subsection 3, when the priority rules of Article 9, as amended by 2024 Iowa Acts, ch. 1023, do not apply and the priorities of claims to Article 14 property were established before July 1, 2024, law other than Article 14 determines priority.3Determination of certain priorities on July 1, 2025.When the priority rules of Article 9, as amended by 2024 Iowa Acts, ch. 1023, do not apply, to the extent the priorities determined by 2024 Iowa Acts, ch. 1023, modify the priorities established before July 1, 2024, the priorities of claims to Article 14 property established before July 1, 2024, cease to apply on July 1, 2025.2024 Acts, ch 1023, §132