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2013 Minnesota Statutes

Chapter 336. Uniform Commercial Code

Chapter Sections
Section Headnote

Article 1
GENERAL PROVISIONS
Part 1
GENERAL PROVISIONS
336.1-101Short Titles
336.1-102Scope of Article
336.1-103Construction of Uniform Commercial Code to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law
336.1-104Construction Against Implied Repeal
336.1-105Severability
336.1-106Use of Singular and Plural; Gender
336.1-107Section Captions
336.1-108Relation to Electronic Signatures in Global and National Commerce Act
336.1-109Repealed, 2004 c 162 art 1 s 26
336.1-110Uniform Commercial Code Account

Part 2
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION
336.1-201General Definitions
336.1-202Notice; Knowledge
336.1-203Lease Distinguished from Security Interest
336.1-204Value
336.1-205Reasonable Time; Seasonableness
336.1-206Presumptions
336.1-207Repealed, 2004 c 162 art 1 s 26
336.1-208Repealed, 2004 c 162 art 1 s 26
336.1-209Repealed, 2004 c 162 art 1 s 26

Part 3
TERRITORIAL APPLICABILITY AND GENERAL RULES
336.1-301Territorial Applicability; Parties' Power to Choose Applicable Law
336.1-302Variation by Agreement
336.1-303Course of Performance, Course of Dealing, and Usage of Trade
336.1-304Obligation of Good Faith
336.1-305Remedies to Be Liberally Administered
336.1-306Waiver or Renunciation of Claim or Right after Breach
336.1-307Prima Facie Evidence by Third-Party Documents
336.1-308Performance or Acceptance under Reservation of Rights
336.1-309Option to Accelerate at Will
336.1-310Subordinated Obligations

Article 2
SALES
Part 1
SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER
336.2-101Short Title
336.2-102Scope; Certain Security and Other Transactions Excluded from this Article
336.2-103Definitions and Index of Definitions
336.2-104Definitions: "merchant"; "between Merchants"; "financing Agency."
336.2-105Definitions: Transferability; "goods"; "future" Goods; "lot"; "commercial Unit."
336.2-106Definitions: "contract"; "agreement"; "contract for Sale"; "sale"; "present Sale"; "conforming to Contract"; "termination"; "cancellation."
336.2-107Goods to Be Severed from Realty; Recording

Part 2
FORM, FORMATION AND READJUSTMENT
OF CONTRACT
336.2-201Formal Requirements; Statute of Frauds
336.2-202Final Written Expression; Parol or Extrinsic Evidence
336.2-203Seals Inoperative
336.2-204Formation in General
336.2-205Firm Offers
336.2-206Offer and Acceptance in Formation of Contract
336.2-207Additional Terms in Acceptance or Confirmation
336.2-208Repealed, 2004 c 162 art 2 s 17
336.2-209Modification, Rescission and Waiver
336.2-210Delegation of Performance; Assignment of Rights

Part 3
GENERAL OBLIGATION AND
CONSTRUCTION OF CONTRACT
336.2-301General Obligations of Parties
336.2-302Unconscionable Contract or Clause
336.2-303Allocation or Division of Risks
336.2-304Price Payable in Money, Goods, Realty, or Otherwise
336.2-305Open Price Term
336.2-306Output, Requirements and Exclusive Dealings
336.2-307Delivery in Single Lot or Several Lots
336.2-308Absence of Specified Place for Delivery
336.2-309Absence of Specific Time Provisions; Notice of Termination
336.2-310Open Time for Payment or Running of Credit; Authority to Ship under Reservation
336.2-311Options and Cooperation Respecting Performance
336.2-312Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement
336.2-313Express Warranties by Affirmation, Promise, Description, Sample
336.2-314Implied Warranty; Merchantability; Usage of Trade
336.2-315Implied Warranty; Fitness for Particular Purpose
336.2-316Exclusion or Modification of Warranties
336.2-317Cumulation and Conflict of Warranties Express or Implied
336.2-318Third-Party Beneficiaries of Warranties Express or Implied
336.2-319F.O.B. and F.a.S. Terms
336.2-320C.I.F. and C.& F. Terms
336.2-321C.I.F. or C.& F.: "net Landed Weights"; "payment on Arrival"; Warranty of Condition on Arrival
336.2-322Delivery "ex-Ship."
336.2-323Form of Bill of Lading Required in Overseas Shipment; "overseas."
336.2-324"no Arrival, No Sale" Term
336.2-325"letter of Credit" Term; "confirmed Credit."
336.2-326Sale on Approval and Sale or Return; Rights of Creditors
336.2-327Special Incidents of Sale on Approval and Sale or Return
336.2-328Sale by Auction

Part 4
TITLE, CREDITORS AND GOOD
FAITH PURCHASERS
336.2-401Passing of Title; Reservation for Security; Limited Application of this Section
336.2-402Rights of Seller's Creditors Against Sold Goods
336.2-403Power to Transfer; Good Faith Purchase of Goods; "entrusting."

Part 5
PERFORMANCE
336.2-501Insurable Interest in Goods; Manner of Identification of Goods
336.2-502Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency
336.2-503Manner of Seller's Tender of Delivery
336.2-504Shipment by Seller
336.2-505Seller's Shipment under Reservation
336.2-506Rights of Financing Agency
336.2-507Effect of Seller's Tender; Delivery on Condition
336.2-508Cure by Seller of Improper Tender or Delivery; Replacement
336.2-509Risk of Loss in the Absence of Breach
336.2-510Effect of Breach on Risk of Loss
336.2-511Tender of Payment by Buyer; Payment by Check
336.2-512Payment by Buyer before Inspection
336.2-513Buyer's Right to Inspection of Goods
336.2-514When Documents Deliverable on Acceptance; When on Payment
336.2-515Preserving Evidence of Goods in Dispute

Part 6
BREACH, REPUDIATION AND EXCUSE
336.2-601Buyer's Rights on Improper Delivery
336.2-602Manner and Effect of Rightful Rejection
336.2-603Merchant Buyer's Duties As to Rightfully Rejected Goods
336.2-604Buyer's Options As to Salvage of Rightfully Rejected Goods
336.2-605Waiver of Buyer's Objections by Failure to Particularize
336.2-606What Constitutes Acceptance of Goods
336.2-607Effect of Acceptance; Notice of Breach; Burden of Establishing Breach after Acceptance; Notice of Claim or Litigation to Person Answerable Over
336.2-608Revocation of Acceptance in Whole or in Part
336.2-609Right to Adequate Assurance of Performance
336.2-610Anticipatory Repudiation
336.2-611Retraction of Anticipatory Repudiation
336.2-612"installment Contract"; Breach
336.2-613Casualty to Identified Goods
336.2-614Substituted Performance
336.2-615Excuse by Failure of Presupposed Conditions
336.2-616Procedure on Notice Claiming Excuse

Part 7
REMEDIES
336.2-701Remedies for Breach of Collateral Contracts Not Impaired
336.2-702Seller's Remedies on Discovery of Buyer's Insolvency
336.2-703Seller's Remedies in General
336.2-704Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods
336.2-705Seller's Stoppage of Delivery in Transit or Otherwise
336.2-706Seller's Resale Including Contract for Resale
336.2-707"person in the Position of a Seller."
336.2-708Seller's Damages for Nonacceptance or Repudiation
336.2-709Action for the Price
336.2-710Seller's Incidental Damages
336.2-711Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods
336.2-712"cover"; Buyer's Procurement of Substitute Goods
336.2-713Buyer's Damages for Nondelivery or Repudiation
336.2-714Buyer's Damages for Breach in Regard to Accepted Goods
336.2-715Buyer's Incidental and Consequential Damages
336.2-716Buyer's Right to Specific Performance or Replevin
336.2-717Deduction of Damages from the Price
336.2-718Liquidation or Limitation of Damages; Deposits
336.2-719Contractual Modification or Limitation of Remedy
336.2-720Effect of "cancellation" or "rescission" on Claims for Antecedent Breach
336.2-721Remedies for Fraud
336.2-722Who Can Sue Third Parties for Injury to Goods
336.2-723Proof of Market Price; Time and Place
336.2-724Admissibility of Market Quotations
336.2-725Statute of Limitations in Contracts for Sale

ARTICLE 2A - LEASES
PART 1. GENERAL PROVISIONS
336.2A-101Short Title
336.2A-102Scope
336.2A-103Definitions and Index of Definitions
336.2A-104Leases Subject to Other Statutes
336.2A-105Territorial Application of Article to Goods Covered by Certificate of Title
336.2A-106Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum
336.2A-107Waiver or Renunciation of Claim or Right after Default
336.2A-108Unconscionability
336.2A-109Option to Accelerate at Will

PART 2. FORMATION AND CONSTRUCTION OF LEASE CONTRACT
336.2A-201Statute of Frauds
336.2A-202Final Written Expression; Parol or Extrinsic Evidence
336.2A-203Seals Inoperative
336.2A-204Formation in General
336.2A-205Firm Offers
336.2A-206Offer and Acceptance in Formation of Lease Contract
336.2A-207Repealed, 2004 c 162 art 2 s 17
336.2A-208Modification, Rescission and Waiver
336.2A-209Lessee under Finance Lease As Beneficiary of Supply Contract
336.2A-210Express Warranties
336.2A-211Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement
336.2A-212Implied Warranty of Merchantability
336.2A-213Implied Warranty of Fitness for Particular Purpose
336.2A-214Exclusion or Modification of Warranties
336.2A-215Cumulation and Conflict of Warranties Express or Implied
336.2A-216Third-Party Beneficiaries of Express and Implied Warranties
336.2A-217Identification
336.2A-218Insurance and Proceeds
336.2A-219Risk of Loss
336.2A-220Effect of Default on Risk of Loss
336.2A-221Casualty to Identified Goods

PART 3. EFFECT OF LEASE CONTRACT
336.2A-301Enforceability of Lease Contract
336.2A-302Title to and Possession of Goods
336.2A-303Alienability of Party's Interest under Lease Contract or of Lessor's Residual Interest in Goods; Delegation of Performance; Transfer of Rights
336.2A-304Subsequent Lease of Goods by Lessor
336.2A-305Sale or Sublease of Goods by Lessee
336.2A-306Priority of Certain Liens Arising by Operation of Law
336.2A-307Priority of Liens Arising by Attachment or Levy on, Security Interests in, and Other Claims to Goods
336.2A-308Special Rights of Creditors
336.2A-309Lessor's and Lessee's Rights When Goods Become Fixtures
336.2A-310Lessor's and Lessee's Rights When Goods Become Accessions
336.2A-311Priority Subject to Subordination

PART 4. PERFORMANCE OF LEASED CONTRACT:
REPUDIATED, SUBSTITUTED, AND EXCUSED
336.2A-401Insecurity; Adequate Assurance of Performance
336.2A-402Anticipatory Repudiation
336.2A-403Retraction of Anticipatory Repudiation
336.2A-404Substituted Performance
336.2A-405Excused Performance
336.2A-406Procedure on Excused Performance
336.2A-407Irrevocable Promises; Finance Leases

PART 5. DEFAULT
A. IN GENERAL
336.2A-501Default; Procedure
336.2A-502Notice after Default
336.2A-503Modification or Impairment of Rights and Remedies
336.2A-504Liquidation of Damages
336.2A-505Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies
336.2A-506Statute of Limitations
336.2A-507Proof of Market Rent; Time and Place

B. DEFAULT BY LESSOR
336.2A-508Lessee's Remedies
336.2A-509Lessee's Rights on Improper Delivery; Rightful Rejection
336.2A-510Installment Lease Contracts; Rejection and Default
336.2A-511Merchant Lessee's Duties As to Rightfully Rejected Goods
336.2A-512Lessee's Duties As to Rightfully Rejected Goods
336.2A-513Cure by Lessor of Improper Tender or Delivery; Replacement
336.2A-514Waiver of Lessee's Objections
336.2A-515Acceptance of Goods
336.2A-516Effect of Acceptance of Goods; Notice of Default; Burden of Establishing Default after Acceptance; Notice of Claim or Litigation to Person Answerable Over
336.2A-517Revocation of Acceptance of Goods
336.2A-518Cover; Substitute Goods
336.2A-519Lessee's Damages for Nondelivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods
336.2A-520Lessee's Incidental and Consequential Damages
336.2A-521Lessee's Right to Specific Performance or Replevin
336.2A-522Lessee's Right to Goods on Lessor's Insolvency

C. DEFAULT BY LESSEE
336.2A-523Lessor's Remedies
336.2A-524Lessor's Right to Identify Goods to Lease Contract
336.2A-525Lessor's Right to Possession of Goods
336.2A-526Lessor's Stoppage of Delivery in Transit or Otherwise
336.2A-527Lessor's Rights to Dispose of Goods
336.2A-528Lessor's Damages for Nonacceptance, Failure to Pay, Repudiation, or Other Default
336.2A-529Lessor's Action for the Rent
336.2A-530Lessor's Incidental Damages
336.2A-531Standing to Sue Third Parties for Injury to Goods

Article 3
NEGOTIABLE INSTRUMENTS
Part 1
GENERAL PROVISIONS AND DEFINITIONS
336.3-101Short Title
336.3-102Subject Matter
336.3-103Definitions
336.3-104Negotiable Instrument
336.3-105Issue of Instrument
336.3-106Unconditional Promise or Order
336.3-107Instrument Payable in Foreign Money
336.3-108Payable on Demand or at Definite Time
336.3-109Payable to Bearer or to Order
336.3-110Identification of Person to Whom Instrument is Payable
336.3-111Place of Payment
336.3-112Interest
336.3-113Date of Instrument
336.3-114Contradictory Terms of Instrument
336.3-115Incomplete Instrument
336.3-116Joint and Several Liability; Contribution
336.3-117Other Agreements Affecting Instrument
336.3-118Statute of Limitations
336.3-119Notice of Right to Defend Action
336.3-120Repealed, 1992 c 565 s 114
336.3-121Repealed, 1992 c 565 s 114
336.3-122Repealed, 1992 c 565 s 114

Part 2
NEGOTIATION, TRANSFER, AND ENDORSEMENT
336.3-201Negotiation
336.3-202Negotiation Subject to Rescission
336.3-203Transfer of Instrument; Rights Acquired by Transfer
336.3-204Endorsement
336.3-205Special Endorsement; Blank Endorsement; Anomalous Endorsement
336.3-206Restrictive Endorsement
336.3-207Reacquisition
336.3-208Repealed, 1992 c 565 s 114

Part 3
ENFORCEMENT OF INSTRUMENTS
336.3-301Person Entitled to Enforce Instrument
336.3-302Holder in Due Course
336.3-303Value and Consideration
336.3-304Overdue Instrument
336.3-305Defenses and Claims in Recoupment
336.3-306Claims to an Instrument
336.3-307Notice of Breach of Fiduciary Duty
336.3-308Proof of Signatures and Status As Holder in Due Course
336.3-309Enforcement of Lost, Destroyed, or Stolen Instrument
336.3-310Effect of Instrument on Obligation for Which Taken
336.3-311Accord and Satisfaction by Use of Instrument
336.3-312Lost, Destroyed, or Stolen Cashier's Check, Teller's Check, or Certified Check

Part 4
LIABILITY OF PARTIES
336.3-401Signature
336.3-402Signature by Representative
336.3-403Unauthorized Signature
336.3-404Impostors; Fictitious Payees
336.3-405Employer's Responsibility for Fraudulent Endorsement by Employee
336.3-406Negligence Contributing to Forged Signature or Alteration of Instrument
336.3-407Alteration
336.3-408Drawee Not Liable on Unaccepted Draft
336.3-409Acceptance of Draft; Certified Check
336.3-410Acceptance Varying Draft
336.3-411Refusal to Pay Cashier's Checks, Teller's Checks, and Certified Checks
336.3-412Obligation of Issuer of Note or Cashier's Check
336.3-413Obligation of Acceptor
336.3-414Obligation of Drawer
336.3-415Obligation of Endorser
336.3-416Transfer Warranties
336.3-417Presentment Warranties
336.3-418Payment or Acceptance by Mistake
336.3-419Instruments Signed for Accommodation
336.3-420Conversion of Instrument

Part 5
DISHONOR
336.3-501Presentment
336.3-502Dishonor
336.3-503Notice of Dishonor
336.3-504Excused Presentment and Notice of Dishonor
336.3-505Evidence of Dishonor
336.3-506Repealed, 1992 c 565 s 114
336.3-507Repealed, 1992 c 565 s 114
336.3-508Repealed, 1992 c 565 s 114
336.3-509Repealed, 1992 c 565 s 114
336.3-510Repealed, 1992 c 565 s 114
336.3-511Repealed, 1992 c 565 s 114

Part 6
DISCHARGE AND PAYMENT
336.3-601Discharge and Effect of Discharge
336.3-602Payment
336.3-603Tender of Payment
336.3-604Discharge by Cancellation or Renunciation
336.3-605Discharge of Secondary Obligors
336.3-606Repealed, 1992 c 565 s 114

Part 7
ADVICE OF INTERNATIONAL
SIGHT DRAFT
336.3-701Repealed, 1992 c 565 s 114

Part 8
MISCELLANEOUS
336.3-801Repealed, 1992 c 565 s 114
336.3-802Repealed, 1992 c 565 s 114
336.3-803Repealed, 1992 c 565 s 114
336.3-804Repealed, 1992 c 565 s 114
336.3-805Repealed, 1992 c 565 s 114

Article 4
BANK DEPOSITS AND COLLECTIONS
Part 1
GENERAL PROVISIONS AND DEFINITIONS
336.4-101Short Title
336.4-102Applicability
336.4-103Variation by Agreement; Measure of Damages; Action Constituting Ordinary Care
336.4-104Definitions and Index of Definitions
336.4-105"bank"; "depositary Bank"; "intermediary Bank"; "collecting Bank"; "payor Bank"; "presenting Bank"
336.4-106Payable Through or Payable at Bank; Collecting Bank
336.4-107Separate Office of Bank
336.4-108Time of Receipt of Items
336.4-109Delays
336.4-110Electronic Presentment
336.4-111Statute of Limitations

Part 2
COLLECTION OF ITEMS: DEPOSITARY AND
COLLECTING BANKS
336.4-201Status of Collecting Bank As Agent and Provisional Status of Credits; Applicability of Article; Item Endorsed "pay Any Bank"
336.4-202Responsibility for Collection or Return; When Action Timely
336.4-203Effect of Instructions
336.4-204Methods of Sending and Presenting; Sending Directly to Payor Bank
336.4-205Depositary Bank Holder of Unendorsed Item
336.4-206Transfer between Banks
336.4-207Transfer Warranties
336.4-208Presentment Warranties
336.4-209Encoding and Retention Warranties
336.4-210Security Interest of Collecting Bank in Items, Accompanying Documents, and Proceeds
336.4-211When Bank Gives Value for Purposes of Holder in Due Course
336.4-212Presentment by Notice of Item Not Payable by, Through, or at Bank; Liability of Drawer or Endorser
336.4-213Medium and Time of Settlement by Bank
336.4-214Right of Chargeback or Refund; Liability of Collecting Bank; Return of Item
336.4-215Final Payment of Item by Payor Bank; When Provisional Debits and Credits Become Final; When Certain Credits Become Available for Withdrawal
336.4-216Insolvency and Preference

Part 3
COLLECTION OF ITEMS: PAYOR BANKS
336.4-301Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor; Return of Items by Payor Bank
336.4-302Payor Bank's Responsibility for Late Return of Item
336.4-303When Items Subject to Notice, Stop-Payment Order, Legal Process, or Setoff; Order in Which Items May Be Charged or Certified

Part 4
RELATIONSHIP BETWEEN PAYOR BANK
AND ITS CUSTOMER
336.4-401When Bank May Charge Customer's Account
336.4-402Bank's Liability to Customer for Wrongful Dishonor; Time of Determining Insufficiency of Account
336.4-403Customer's Right to Stop Payment; Burden of Proof of Loss
336.4-404Bank Not Obliged to Pay Check More Than Six Months Old
336.4-405Death or Incompetence of Customer
336.4-406Customer's Duty to Discover and Report Unauthorized Signature or Alteration
336.4-407Payor Bank's Right to Subrogation on Improper Payment

Part 5
COLLECTION OF DOCUMENTARY DRAFTS
336.4-501Handling of Documentary Drafts; Duty to Send for Presentment and to Notify Customer of Dishonor
336.4-502Presentment of "on Arrival" Drafts
336.4-503Responsibility of Presenting Bank for Documents and Goods; Report of Reasons for Dishonor; Referee in Case of Need
336.4-504Privilege of Presenting Bank to Deal with Goods; Security Interest for Expenses

Article 4A
FUND TRANSFERS
Part 1
SUBJECT MATTER AND DEFINITIONS
336.4A-101Short Title
336.4A-102Subject Matter
336.4A-103Payment Order-Definitions
336.4A-104Funds Transfer-Definitions
336.4A-105Other Definitions
336.4A-106Time Payment Order is Received
336.4A-107Federal Reserve Regulations and Operating Circulars
336.4A-108Relationship to Electronic Fund Transfer Act

Part 2
ISSUANCE AND ACCEPTANCE
OF PAYMENT ORDER
336.4A-201Security Procedure
336.4A-202Authorized and Verified Payment Orders
336.4A-203Unenforceability of Certain Verified Payment Orders
336.4A-204Refund of Payment and Duty of Customer to Report with Respect to Unauthorized Payment Order
336.4A-205Erroneous Payment Orders
336.4A-206Transmission of Payment Order Through Funds-Transfer or Other Communication System
336.4A-207Misdescription of Beneficiary
336.4A-208Misdescription of Intermediary Bank or Beneficiary's Bank
336.4A-209Acceptance of Payment Order
336.4A-210Rejection of Payment Order
336.4A-211Cancellation and Amendment of Payment Order
336.4A-212Liability and Duty of Receiving Bank Regarding Unaccepted Payment Order

Part 3
EXECUTION OF SENDER'S PAYMENT
ORDER BY RECEIVING BANK
336.4A-301Execution and Execution Date
336.4A-302Obligations of Receiving Bank in Execution of Payment Order
336.4A-303Erroneous Execution of Payment Order
336.4A-304Duty of Sender to Report Erroneously Executed Payment Order
336.4A-305Liability for Late or Improper Execution or Failure to Execute Payment Order

Part 4
PAYMENT
336.4A-401Payment Date
336.4A-402Obligation of Sender to Pay Receiving Bank
336.4A-403Payment by Sender to Receiving Bank
336.4A-404Obligation of Beneficiary's Bank to Pay and Give Notice to Beneficiary
336.4A-405Payment by Beneficiary's Bank to Beneficiary
336.4A-406Payment by Originator to Beneficiary; Discharge of Underlying Obligation

Part 5
MISCELLANEOUS PROVISIONS
336.4A-501Variation by Agreement and Effect of Funds-Transfer System Rule
336.4A-502Creditor Process Served on Receiving Bank; Setoff by Beneficiary's Bank
336.4A-503Injunction or Restraining Order with Respect to Funds Transfer
336.4A-504Order in Which Items and Payment Orders May Be Charged to Account; Order of Withdrawals from Account
336.4A-505Preclusion of Objection to Debit of Customer's Account
336.4A-506Rate of Interest
336.4A-507Choice of Law

Article 5
LETTERS OF CREDIT
336.5-101Short Title
336.5-102Definitions
336.5-103Scope
336.5-104Formal Requirements
336.5-105Consideration
336.5-106Issuance, Amendment, Cancellation, and Duration
336.5-107Confirmer, Nominated Person, and Adviser
336.5-108Issuer's Rights and Obligations
336.5-109Fraud and Forgery
336.5-110Warranties
336.5-111Remedies
336.5-112Transfer of Letter of Credit
336.5-113Transfer by Operation of Law
336.5-114Assignment of Proceeds
336.5-115Statute of Limitations
336.5-116Choice of Law and Forum
336.5-117Subrogation of Issuer, Applicant, and Nominated Person
336.5-118Security Interest of Issuer or Nominated Person

Article 6
BULK TRANSFERS
336.6-101Repealed, 1991 c 171 art 2 s 4
336.6-102Repealed, 1991 c 171 art 2 s 4
336.6-103Repealed, 1991 c 171 art 2 s 4
336.6-104Repealed, 1991 c 171 art 2 s 4
336.6-105Repealed, 1991 c 171 art 2 s 4
336.6-106Repealed, 1991 c 171 art 2 s 4
336.6-107Repealed, 1991 c 171 art 2 s 4
336.6-108Repealed, 1991 c 171 art 2 s 4
336.6-109Repealed, 1991 c 171 art 2 s 4
336.6-110Repealed, 1991 c 171 art 2 s 4
336.6-111Repealed, 1991 c 171 art 2 s 4

Article 7
DOCUMENTS OF TITLE
Part 1
GENERAL
336.7-101Short Title
336.7-102Definitions and Index of Definitions
336.7-103Relation of Article to Treaty or Statute
336.7-104Negotiable and Nonnegotiable Document of Title
336.7-105Reissuance in Alternative Medium
336.7-106Control of Electronic Document of Title

Part 2
WAREHOUSE RECEIPTS: SPECIAL PROVISIONS
336.7-201Person That May Issue a Warehouse Receipt; Storage under Bond
336.7-202Form of Warehouse Receipt; Effect of Omission
336.7-203Liability for Nonreceipt or Misdescription
336.7-204Duty of Care; Contractual Limitation of Warehouse's Liability
336.7-205Title under Warehouse Receipt Defeated in Certain Cases
336.7-206Termination of Storage at Warehouse's Option
336.7-207Goods Must Be Kept Separate; Fungible Goods
336.7-208Altered Warehouse Receipts
336.7-209Lien of Warehouse
336.7-210Enforcement of Warehouse's Lien

Part 3
BILLS OF LADING: SPECIAL PROVISIONS
336.7-301Liability for Nonreceipt or Misdescription; "said to Contain"; "shipper's Weight, Load, and Count"; Improper Handling
336.7-302Through Bills of Lading and Similar Documents of Title
336.7-303Diversion; Reconsignment; Change of Instructions
336.7-304Tangible Bills of Lading in a Set
336.7-305Destination Bills
336.7-306Altered Bills of Lading
336.7-307Lien of Carrier
336.7-308Enforcement of Carrier's Lien
336.7-309Duty of Care; Contractual Limitation of Carrier's Liability

Part 4
WAREHOUSE RECEIPTS AND BILLS OF LADING:
GENERAL OBLIGATIONS
336.7-401Irregularities in Issue of Receipt or Bill or Conduct of Issuer
336.7-402Duplicate Document of Title; Overissue
336.7-403Obligation of Bailee to Deliver; Excuse
336.7-404No Liability for Good Faith Delivery Pursuant to Document of Title

Part 5
WAREHOUSE RECEIPTS AND BILLS OF LADING:
NEGOTIATION AND TRANSFER
336.7-501Form of Negotiation and Requirements of Due Negotiation
336.7-502Rights Acquired by Due Negotiation
336.7-503Document of Title to Goods Defeated in Certain Cases
336.7-504Rights Acquired in Absence of Due Negotiation; Effect of Diversion; Stoppage of Delivery
336.7-505Indorser Not Guarantor for Other Parties
336.7-506Delivery Without Indorsement: Right to Compel Indorsement
336.7-507Warranties on Negotiation or Delivery of Document of Title
336.7-508Warranties of Collecting Bank As to Documents of Title
336.7-509Adequate Compliance with Commercial Contract

Part 6
WAREHOUSE RECEIPTS AND BILLS OF LADING:
MISCELLANEOUS PROVISIONS
336.7-601Lost, Stolen, or Destroyed Documents of Title
336.7-602Judicial Process Against Goods Covered by Negotiable Document of Title
336.7-603Conflicting Claims; Interpleader

Part 7
MISCELLANEOUS PROVISIONS
336.7-703Applicability
336.7-704Savings Clause

Revised Article 8
INVESTMENT SECURITIES
Part 1
SHORT TITLE AND GENERAL MATTERS
336.8-101Short Title
336.8-102Definitions
336.8-103Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets
336.8-104Acquisition of Security or Financial Asset or Interest Therein
336.8-105Notice of Adverse Claim
336.8-106Control
336.8-107Whether Endorsement, Instruction, or Entitlement Order is Effective
336.8-108Warranties in Direct Holding
336.8-109Warranties in Indirect Holding
336.8-110Applicability; Choice of Law
336.8-111Clearing Corporation Rules
336.8-112Creditor's Legal Process
336.8-113Statute of Frauds Inapplicable
336.8-114Evidentiary Rules Concerning Certificated Securities
336.8-115Securities Intermediary and Others Not Liable to Adverse Claimant
336.8-116Securities Intermediary As Purchaser for Value

Part 2
ISSUE - ISSUER
336.8-201Issuer
336.8-202Issuer's Responsibility and Defenses; Notice of Defect or Defense
336.8-203Staleness As Notice of Defect or Defense
336.8-204Effect of Issuer's Restriction on Transfer
336.8-205Effect of Unauthorized Signature on Security Certificate
336.8-206Completion or Alteration of Security Certificate
336.8-207Rights and Duties of Issuer with Respect to Registered Owners
336.8-208Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent
336.8-209Issuer's Lien
336.8-210Overissue

Part 3
TRANSFER OF CERTIFICATED AND
UNCERTIFICATED SECURITIES
336.8-301Delivery
336.8-302Rights of Purchaser
336.8-303Protected Purchaser
336.8-304Endorsement
336.8-305Instruction
336.8-306Effect of Guaranteeing Signature, Endorsement, or Instruction
336.8-307Purchaser's Right to Requisites for Registration of Transfer
336.8-308Repealed, 1995 c 194 art 1 s 53
336.8-309Repealed, 1995 c 194 art 1 s 53
336.8-310Repealed, 1995 c 194 art 1 s 53
336.8-311Repealed, 1995 c 194 art 1 s 53
336.8-312Repealed, 1995 c 194 art 1 s 53
336.8-313Repealed, 1995 c 194 art 1 s 53
336.8-314Repealed, 1995 c 194 art 1 s 53
336.8-315Repealed, 1995 c 194 art 1 s 53
336.8-316Repealed, 1995 c 194 art 1 s 53
336.8-317Repealed, 1995 c 194 art 1 s 53
336.8-318Repealed, 1995 c 194 art 1 s 53
336.8-319Repealed, 1995 c 194 art 1 s 53
336.8-320Repealed, 1995 c 194 art 1 s 53
336.8-321Repealed, 1995 c 194 art 1 s 53

Part 4
REGISTRATION
336.8-401Duty of Issuer to Register Transfer
336.8-402Assurance That Endorsement or Instruction is Effective
336.8-403Demand That Issuer Not Register Transfer
336.8-404Wrongful Registration
336.8-405Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate
336.8-406Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate
336.8-407Authenticating Trustee, Transfer Agent, and Registrar
336.8-408Repealed, 1995 c 194 art 1 s 53

Part 5
SECURITY ENTITLEMENTS
336.8-501Securities Account; Acquisition of Security Entitlement from Securities Intermediary
336.8-502Assertion of Adverse Claim Against Entitlement Holder
336.8-503Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary
336.8-504Duty of Securities Intermediary to Maintain Financial Asset
336.8-505Duty of Securities Intermediary with Respect to Payments and Distributions
336.8-506Duty of Securities Intermediary to Exercise Rights As Directed by Entitlement Holder
336.8-507Duty of Securities Intermediary to Comply with Entitlement Order
336.8-508Duty of Securities Intermediary to Change Entitlement Holder's Position to Other Form of Security Holding
336.8-509Specification of Duties of Securities Intermediary by Other Statute or Regulation; Manner of Performance of Duties of Securities Intermediary and Exercise of Rights of Entitlement Holder
336.8-510Rights of Purchaser of Security Entitlement from Entitlement Holder
336.8-511Priority among Security Interests and Entitlement Holders

Part 6
TRANSITION PROVISIONS FOR REVISED ARTICLE 8
336.8-601Effective Date
336.8-602MS 2006 Obsolete, 1995 c 194 art 1 s 53
336.8-603Savings Clause

Revised Article 9
SECURED TRANSACTIONS
Part 1
GENERAL PROVISIONS
SUBPART 1. SHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS
336.9-101Short Title
336.9-102Definitions and Index of Definitions
336.9-103Purchase-Money Security Interest; Application of Payments; Burden of Establishing
336.9-104Control of Deposit Account
336.9-105Control of Electronic Chattel Paper
336.9-106Control of Investment Property
336.9-107Control of Letter of Credit Right
336.9-108Sufficiency of Description

SUBPART 2. APPLICABILITY OF ARTICLE
336.9-109Scope
336.9-110Security Interests Arising under Article 2 or 2A
336.9-111Repealed, 1991 c 171 art 2 s 4
336.9-112Repealed, 2000 c 399 art 1 s 140
336.9-113Repealed, 2000 c 399 art 1 s 140
336.9-114Repealed, 2000 c 399 art 1 s 140
336.9-115Repealed, 2000 c 399 art 1 s 140
336.9-116Repealed, 2000 c 399 art 1 s 140

Part 2
EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF
SECURITY INTEREST; RIGHTS OF PARTIES TO SECURITY
AGREEMENT
SUBPART 1. EFFECTIVENESS AND ATTACHMENT
336.9-201General Effectiveness of Security Agreement
336.9-202Title to Collateral Immaterial
336.9-203Attachment and Enforceability of Security Interest; Proceeds; Supporting Obligations; Formal Requisites
336.9-204After-Acquired Property; Future Advances
336.9-205Use or Disposition of Collateral Permissible
336.9-206Security Interest Arising in Purchase or Delivery of Financial Asset

SUBPART 2. RIGHTS AND DUTIES
336.9-207Rights and Duties of Secured Party Having Possession or Control of Collateral
336.9-208Additional Duties of Secured Party Having Control of Collateral
336.9-209Duties of Secured Party If Account Debtor Has Been Notified of Assignment
336.9-210Request for Accounting; Request Regarding List of Collateral or Statement of Account

Part 3
PERFECTION AND PRIORITY
SUBPART 1. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS
336.9-301Law Governing Perfection and Priority of Security Interests
336.9-302Law Governing Perfection and Priority of Agricultural Liens
336.9-303Law Governing Perfection and Priority of Security Interests in Goods Covered by a Certificate of Title
336.9-304Law Governing Perfection and Priority of Security Interests in Deposit Accounts
336.9-305Law Governing Perfection and Priority of Security Interests in Investment Property
336.9-306Law Governing Perfection and Priority of Security Interests in Letter of Credit Rights
336.9-307Location of Debtor

SUBPART 2. PERFECTION
336.9-308When Security Interest or Agricultural Lien is Perfected; Continuity of Perfection
336.9-309Security Interest Perfected Upon Attachment
336.9-310When Filing Required to Perfect Security Interest or Agricultural Lien; Security Interests and Agricultural Liens to Which Filing Provisions Do Not Apply
336.9-311Perfection of Security Interests in Property Subject to Certain Statutes, Regulations, and Treaties
336.9-312Perfection of Security Interests in Chattel Paper, Deposit Accounts, Documents, Goods Covered by Documents, Instruments, Investment Property, Letter of Credit Rights, and Money; Perfection by Permissive Filing; Temporary Perfection Without Filing or Transfer of Possession
336.9-313When Possession by or Delivery to Secured Party Perfects Security Interest Without Filing
336.9-314Perfection by Control
336.9-315Secured Party's Rights on Disposition of Collateral and in Proceeds
336.9-316Effect of Change in Governing Law

SUBPART 3. PRIORITY
336.9-317Interests That Take Priority over or Take Free of Security Interest or Agricultural Lien
336.9-318No Interest Retained in Right to Payment That is Sold; Rights and Title of Seller of Account or Chattel Paper with Respect to Creditors and Purchasers
336.9-319Rights and Title of Consignee with Respect to Creditors and Purchasers
336.9-320Buyer of Goods
336.9-321Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business
336.9-322Priorities among Conflicting Security Interests in and Agricultural Liens on Same Collateral
336.9-323Future Advances
336.9-324Priority of Purchase-Money Security Interests
336.9-325Priority of Security Interests in Transferred Collateral
336.9-326Priority of Security Interests Created by New Debtor
336.9-327Priority of Security Interests in Deposit Account
336.9-328Priority of Security Interests in Investment Property
336.9-329Priority of Security Interests in Letter of Credit Right
336.9-330Priority of Purchaser of Chattel Paper or Instrument
336.9-331Priority of Rights of Purchasers of Instruments, Documents, and Securities under Other Articles; Priority of Interests in Financial Assets and Security Entitlements under Article 8
336.9-332Transfer of Money; Transfer of Funds from Deposit Account
336.9-333Priority of Certain Liens Arising by Operation of Law
336.9-334Priority of Security Interests in Fixtures and Crops
336.9-335Accessions
336.9-336Commingled Goods
336.9-337Priority of Security Interests in Goods Covered by Certificate of Title
336.9-338Priority of Security Interest or Agricultural Lien Perfected by Filed Financing Statement Providing Certain Incorrect Information
336.9-339Priority Subject to Subordination

SUBPART 4. RIGHTS OF BANK
336.9-340Effectiveness of Right of Recoupment or Setoff Against Deposit Account
336.9-341Bank's Rights and Duties with Respect to Deposit Account
336.9-342Bank's Right to Refuse to Enter into or Disclose Existence of Control Agreement

Part 4
RIGHTS OF THIRD PARTIES
336.9-401Alienability of Debtor's Rights
336.9-402Secured Party Not Obligated on Contract of Debtor or in Tort
336.9-403Agreement Not to Assert Defenses Against Assignee
336.9-404Rights Acquired by Assignee; Claims and Defenses Against Assignee
336.9-405Modification of Assigned Contract
336.9-406Discharge of Account Debtor; Notification of Assignment; Identification and Proof of Assignment; Restrictions on Assignment of Accounts, Chattel Paper, Payment Intangibles, and Promissory Notes Ineffective
336.9-407Restrictions on Creation or Enforcement of Security Interest in Leasehold Interest or in Lessor's Residual Interest
336.9-408Restrictions on Assignment of Promissory Notes, Health-Care-Insurance Receivables, and Certain General Intangibles Ineffective
336.9-409Restrictions on Assignment of Letter of Credit Rights Ineffective
336.9-410MS 1998 Repealed, 2000 c 399 art 1 s 140
336.9-411MS 1998 Repealed, 2000 c 399 art 1 s 140
336.9-412MS 1998 Repealed, 2000 c 399 art 1 s 140
336.9-413MS 1998 Repealed, 2000 c 399 art 1 s 140

Part 5
FILING
SUBPART 1. FILING OFFICE; CONTENTS AND EFFECTIVENESS OF FINANCING STATEMENT
336.9-501Filing Office
336.9-502Contents of Financing Statement; Record of Mortgage As Financing Statement; Time of Filing Financing Statement
336.9-503Name of Debtor and Secured Party
336.9-504Indication of Collateral
336.9-505Filing and Compliance with Other Statutes and Treaties for Consignments, Leases, Other Bailments, and Other Transactions
336.9-506Effect of Errors or Omissions
336.9-507Effect of Certain Events on Effectiveness of Financing Statement
336.9-508Effectiveness of Financing Statement If New Debtor Becomes Bound by Security Agreement
336.9-509Persons Entitled to File a Record
336.9-510Effectiveness of Filed Record
336.9-511Secured Party of Record
336.9-512Amendment of Financing Statement
336.9-513Termination Statement
336.9-514Assignment of Powers of Secured Party of Record
336.9-515Duration and Effectiveness of Financing Statement; Effect of Lapsed Financing Statement
336.9-516What Constitutes Filing; Effectiveness of Filing
336.9-517Effect of Indexing Errors
336.9-518Claim Concerning Inaccurate or Wrongfully Filed Record

SUBPART 2. DUTIES AND OPERATION OF FILING OFFICE
336.9-519Numbering, Maintaining, and Indexing Records; Communicating Information Provided in Records
336.9-520Acceptance and Refusal to Accept Record
336.9-521Uniform Form of Written Financing Statement and Amendment
336.9-522Maintenance and Destruction of Records
336.9-523Information from Filing Office; Sale or License of Records
336.9-524Delay by Filing Office
336.9-525Fees
336.9-526Duty to Report
336.9-527Satellite Offices Authorized
336.9-528Filing; Assignment of Filing Information at Satellite Offices
336.9-529Maintenance and Retrieval of Documents and Data
336.9-530Satellite Offices; Uniformity of Services Assured
336.9-531Electronic Access; Liability; Retention

Part 6
DEFAULT
SUBPART 1. DEFAULT AND ENFORCEMENT OF SECURITY INTEREST
336.9-601Rights after Default; Judicial Enforcement; Consignor or Buyer of Accounts, Chattel Paper, Payment Intangibles, or Promissory Notes
336.9-602Waiver and Variance of Rights and Duties
336.9-603Agreement on Standards Concerning Rights and Duties
336.9-604Procedure If Security Agreement Covers Real Property or Fixtures
336.9-605Unknown Debtor or Secondary Obligor
336.9-606Time of Default for Agricultural Lien
336.9-607Collection and Enforcement by Secured Party
336.9-608Application of Proceeds of Collection or Enforcement; Liability for Deficiency and Right to Surplus
336.9-609Secured Party's Right to Take Possession after Default
336.9-610Disposition of Collateral after Default
336.9-611Notification before Disposition of Collateral
336.9-612Timeliness of Notification before Disposition of Collateral
336.9-613Contents and Form of Notification before Disposition of Collateral: General
336.9-614Contents and Form of Notification before Disposition of Collateral: Consumer Goods Transaction
336.9-615Application of Proceeds of Disposition; Liability for Deficiency and Right to Surplus
336.9-616Explanation of Calculation of Surplus or Deficiency
336.9-617Rights of Transferee of Collateral
336.9-618Rights and Duties of Certain Secondary Obligors
336.9-619Transfer of Record or Legal Title
336.9-620Acceptance of Collateral in Full or Partial Satisfaction of Obligation; Compulsory Disposition of Collateral
336.9-621Notification of Proposal to Accept Collateral
336.9-622Effect of Acceptance of Collateral
336.9-623Right to Redeem Collateral
336.9-624Waiver

SUBPART 2. NONCOMPLIANCE WITH ARTICLE
336.9-625Remedies for Secured Party's Failure to Comply with Article
336.9-626Action in Which Deficiency or Surplus is in Issue
336.9-627Determination of Whether Conduct Was Commercially Reasonable
336.9-628Nonliability and Limitation on Liability of Secured Party; Liability of Secondary Obligor

Part 7
TRANSITION
336.9-701Effective Date
336.9-702Savings Clause
336.9-703Security Interest Perfected before Effective Date
336.9-704Security Interest Unperfected before Effective Date
336.9-705Effectiveness of Action Taken before Effective Date
336.9-706When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement
336.9-707Amendment of Pre-Effective Date Financing Statement
336.9-708Persons Entitled to File Initial Financing Statement or Continuation Statement
336.9-709Priority

Part 8
TRANSITION PROVISIONS FOR 2010 AMENDMENTS
336.9-801Effective Date
336.9-802Savings Clause
336.9-803Security Interest Perfected before Effective Date
336.9-804Security Interest Unperfected before Effective Date
336.9-805Effectiveness of Action Taken before Effective Date
336.9-806When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement
336.9-807Amendment of Pre-Effective Date Financing Statement
336.9-808Person Entitled to File Initial Financing Statement or Continuation Statement
336.9-809Priority

Article 10
EFFECTIVE DATE AND REPEALER
336.10-101Expired
336.10-102Laws Repealed; Provision for Transition
336.10-103General Repealer
336.10-104Repealed, 2004 c 162 art 4 s 43
336.10-105Effective Date

Article 11
EFFECTIVE DATE
336.11-101Repealed, 2001 c 195 art 2 s 39
336.11-102Repealed, 2001 c 195 art 2 s 39
336.11-103Repealed, 2001 c 195 art 2 s 39
336.11-104Repealed, 2001 c 195 art 2 s 39
336.11-105Repealed, 2001 c 195 art 2 s 39
336.11-106Repealed, 2001 c 195 art 2 s 39
336.11-107Repealed, 2001 c 195 art 2 s 39
336.11-108Repealed, 2001 c 195 art 2 s 39

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