North Carolina Statutes

Chapter 25 Uniform Commercial Code

Article 1 - General Provisions.

• § 25-1-101   Short titles
  (a) This Chapter may be cited as the Uniform Commercial Code. (b) This Article may be cited as Uniform Commercial Code General Provisions. (1965, c....
• § 25-1-102   Scope of Article
  Except as provided in G.S. 25‑1‑301, this Article applies to a transaction to the extent that it is governed by another Article of this Chapter....
• § 25-1-103   Construction of this Chapter to promote its purposes and policies; applicability of supplemental principles of law
  (a) This Chapter shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) To simplify, clarify, and modernize the...
• § 25-1-104   Construction 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...
• § 25-1-105   Severability
  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...
• § 25-1-106   Use of singular and plural; gender
  In this Chapter, unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and those in the plural include the...
• § 25-1-107   Section captions
  Section captions are part of this Chapter. The subsection headings in Article 9 of this Chapter are not parts of this Chapter. (1965, c. 700,...
• § 25-1-108   Relation 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...
• § 25-1-201   General definitions
  (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of this Chapter...
• § 25-1-202   Notice; knowledge
  (a) Subject to subsection (f) of this section, a person has "notice" of a fact if the person: (1) Has actual knowledge of it; (2)...
• § 25-1-203   Lease distinguished from security interest
  (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b)...
• § 25-1-204   Value
  Except as otherwise provided in Articles 3, 4, and 5 of this Chapter, a person gives value for rights if the person acquires them: (1)...
• § 25-1-205   Reasonable time; seasonableness
  (a) Whether a time for taking an action required by this Chapter is reasonable depends on the nature, purpose, and circumstances of the action. (b)...
• § 25-1-206   Presumptions
  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...
• § 25-1-301   Territorial applicability; parties' power to choose applicable law
  (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation...
• § 25-1-302   Variation by agreement
  (a) Except as otherwise provided in subsection (b) of this section or elsewhere in this Chapter, the effect of provisions of this Chapter may be...
• § 25-1-303   Course of performance, course of dealing, and usage of trade
  (a) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (1) The agreement of the...
• § 25-1-304   Obligation of good faith
  Every contract or duty within this Chapter imposes an obligation of good faith in its performance and enforcement. (1965, c. 700, s. 1; 2006‑112, s.
• § 25-1-305   Remedies to be liberally administered
  (a) The remedies provided by this Chapter shall be liberally administered to the end that the aggrieved party may be put in as good a...
• § 25-1-306   Waiver 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...
• § 25-1-307   Prima 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...
• § 25-1-308   Performance or acceptance under reservation of rights
  (a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the...
• § 25-1-309   Option 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"...
• § 25-1-310   Subordinated 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...

Article 2 - Sales.

• § 25-2-101   Short title
  This article shall be known and may be cited as Uniform Commercial Code‑Sales. (1965, c. 700, s. 1.)
• § 25-2-102   Scope; certain security and other transactions excluded from this article
  Unless the context otherwise requires, this article applies to transactions in goods; it does not apply to any transaction which although in the form of...
• § 25-2-103   Definitions and index of definitions
  (1) In this article unless the context otherwise requires (a) "Buyer" means a person who buys or contracts to buy goods. (b) Repealed by Session...
• § 25-2-107   Goods to be severed from realty; recording
  (1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from...
• § 25-2-201   Formal requirements; statute of frauds
  (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars ($500.00) or more...
• § 25-2-202   Final 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 writing intended by the parties...
• § 25-2-203   Seals inoperative
  The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the...
• § 25-2-204   Formation in general
  (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the...
• § 25-2-205   Firm offers
  An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held...
• § 25-2-206   Offer and acceptance in formation of contract
  (1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any...
• § 25-2-207   Additional terms in acceptance or confirmation
  (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though...
• § 25-2-208   Repealed by Session Laws 2006-112, s. 4, effective October 1, 2006
• § 25-2-209   Modification, rescission and waiver
  (1) An agreement modifying a contract within this article needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except...
• § 25-2-210   Delegation of performance; assignment of rights
  (1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his...
• § 25-2-301   General 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....
• § 25-2-302   Unconscionable contract or clause
  (1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time...
• § 25-2-303   Allocation 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...
• § 25-2-304   Price payable in money, goods, realty, or otherwise
  (1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is...
• § 25-2-305   Open price term
  (1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the...
• § 25-2-306   Output, requirements and exclusive dealings
  (1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements...
• § 25-2-307   Delivery 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...
• § 25-2-308   Absence of specified place for delivery
  Unless otherwise agreed (a) the place for delivery of goods is the seller's place of business or if he has none, his residence; but (b)...
• § 25-2-309   Absence of specific time provisions; notice of termination
  (1) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be...
• § 25-2-310   Open time for payment or running of credit; authority to ship under reservation
  Unless otherwise agreed (a) payment is due at the time and place at which the buyer is to receive the goods even though the place...
• § 25-2-311   Options and cooperation respecting performance
  (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of G.S. 25‑2‑204) to be a contract is not made invalid by the...
• § 25-2-312   Warranty of title and against infringement; buyer's obligation against infringement
  (1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that (a) the title conveyed shall be good,...
• § 25-2-313   Express warranties by affirmation, promise, description, sample
  (1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which...
• § 25-2-314   Implied warranty: Merchantability; usage of trade
  (1) Unless excluded or modified (G.S. 25‑2‑316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the...
• § 25-2-315   Implied 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...
• § 25-2-316   Exclusion or modification of warranties
  (1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed...
• § 25-2-317   Cumulation 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...
• § 25-2-318   Third party beneficiaries of warranties express or implied
  A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is...
• § 25-2-319   F.O.B. and F.A.S. terms
  (1) Unless 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...
• § 25-2-320   C.I.F. and C. & F. terms
  (1) The 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...
• § 25-2-321   C.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. (1) Where the price is based on or is to be adjusted according to...
• § 25-2-324   "No arrival, no sale" term
  Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed, (a) the seller must properly ship conforming goods and if...
• § 25-2-326   Sale on approval and sale or return; rights of creditors
  (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: (a) a...
• § 25-2-327   Special incidents of sale on approval and sale or return
  (1) Under a sale on approval unless otherwise agreed (a) although the goods are identified to the contract the risk of loss and the title...
• § 25-2-328   Sale by auction
  (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) A sale...
• § 25-2-401   Passing 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...
• § 25-2-402   Rights of seller's creditors against sold goods
  (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to...
• § 25-2-501   Insurable interest in goods; manner of identification of goods
  (1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers...
• § 25-2-502   Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency
  (1) Subject to subsections (2) and (3) of this section and even though the goods have not been shipped, a buyer who has paid a...
• § 25-2-503   Manner of seller's tender of delivery
  (1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary...
• § 25-2-504   Shipment by seller
  Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at...
• § 25-2-505   Seller's shipment under reservation
  (1) Where the seller has identified goods to the contract by or before shipment: (a) his procurement of a negotiable bill of lading to his...
• § 25-2-506   Rights of financing agency
  (1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the...
• § 25-2-507   Effect of seller's tender; delivery on condition
  (1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for...
• § 25-2-508   Cure by seller of improper tender or delivery; replacement
  (1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may...
• § 25-2-509   Risk of loss in the absence of breach
  (1) Where the contract requires or authorizes the seller to ship the goods by carrier (a) if it does not require him to deliver them...
• § 25-2-510   Effect of breach on risk of loss
  (1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of...
• § 25-2-511   Tender of payment by buyer; payment by check
  (1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of payment is...
• § 25-2-512   Payment by buyer before inspection
  (1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless (a) the nonconformity...
• § 25-2-513   Buyer's right to inspection of goods
  (1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or identified to the contract for sale, the buyer has a right...
• § 25-2-514   When 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...
• § 25-2-515   Preserving evidence of goods in dispute
  In furtherance of the adjustment of any claim or dispute (a) either party on reasonable notification to the other and for the purpose of ascertaining...
• § 25-2-601   Buyer's rights on improper delivery
  Subject to the provisions of this article on breach in installment contracts (G.S. 25‑2‑612) and unless otherwise agreed under the sections on contractual limitations of...
• § 25-2-602   Manner and effect of rightful rejection
  (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller....
• § 25-2-603   Merchant buyer's duties as to rightfully rejected goods
  (1) Subject to any security interest in the buyer (subsection (3) of G.S. 25‑2‑711), when the seller has no agent or place of business at...
• § 25-2-604   Buyer's options as to salvage of rightfully rejected goods
  Subject to the provisions of the immediately preceding section [G.S. 25‑2‑603] on perishables if the seller gives no instructions within a reasonable time after notification...
• § 25-2-605   Waiver of buyer's objections by failure to particularize
  (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the...
• § 25-2-606   What constitutes acceptance of goods
  (1) Acceptance of goods occurs when the buyer (a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are...
• § 25-2-607   Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
  (1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods...
• § 25-2-608   Revocation of acceptance in whole or in part
  (1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted...
• § 25-2-609   Right to adequate assurance of performance
  (1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable...
• § 25-2-610   Anticipatory 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...
• § 25-2-611   Retraction of anticipatory repudiation
  (1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially...
• § 25-2-612   "Installment contract"; breach
  (1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract...
• § 25-2-613   Casualty 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...
• § 25-2-614   Substituted performance
  (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the...
• § 25-2-615   Excuse by failure of presupposed conditions
  Except so far as a seller may have assumed a greater obligation and subject to the preceding section [G.S. 25‑2‑614] on substituted performance: (a) Delay...
• § 25-2-616   Procedure on notice claiming excuse
  (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section [G.S. 25‑2‑615] he may by...
• § 25-2-701   Remedies 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....
• § 25-2-702   Seller's remedies on discovery of buyer's insolvency
  (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under...
• § 25-2-703   Seller'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...
• § 25-2-704   Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
  (1) An aggrieved seller under the preceding section [G.S. 25‑2‑703] may (a) identify to the contract conforming goods not already identified if at the time...
• § 25-2-705   Seller's stoppage of delivery in transit or otherwise
  (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent...
• § 25-2-706   Seller's resale including contract for resale
  (1) Under the conditions stated in G.S. 25‑2‑703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the...
• § 25-2-708   Seller's damages for nonacceptance or repudiation
  (1) Subject to subsection (2) and to the provisions of this article with respect to proof of market price (G.S. 25‑2‑723), the measure of damages...
• § 25-2-709   Action for the price
  (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next...
• § 25-2-710   Seller'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...
• § 25-2-711   Buyer's remedies in general; buyer's security interest in rejected goods
  (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods...
• § 25-2-712   "Cover"; buyer's procurement of substitute goods
  (1) After a breach within the preceding section [G.S. 25‑2‑711] the buyer may "cover" by making in good faith and without unreasonable delay any reasonable...
• § 25-2-713   Buyer's damages for nondelivery or repudiation
  (1) Subject to the provisions of this article with respect to proof of market price (G.S. 25‑2‑723), the measure of damages for nondelivery or repudiation...
• § 25-2-714   Buyer's damages for breach in regard to accepted goods
  (1) Where the buyer has accepted goods and given notification (subsection (3) of G.S. 25‑2‑607) he may recover as damages for any nonconformity of tender...
• § 25-2-715   Buyer's incidental and consequential damages
  (1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any...
• § 25-2-716   Buyer's right to specific performance or replevin
  (1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such...
• § 25-2-717   Deduction of damages from the price
  The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach...
• § 25-2-718   Liquidation or limitation of damages; deposits
  (1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of...
• § 25-2-719   Contractual modification or limitation of remedy
  (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section [G.S. 25‑2‑718] on liquidation and limitation of...
• § 25-2-720   Effect 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...
• § 25-2-721   Remedies 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...
• § 25-2-722   Who 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...
• § 25-2-723   Proof of market price; time and place
  (1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods,...
• § 25-2-724   Admissibility of market quotations
  Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications...
• § 25-2-725   Statute of limitations in contracts for sale
  (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the...

Article 2A - Leases.

• § 25-2A-101   Short title
  This Article shall be known and may be cited as the Uniform Commercial Code Leases. (1993, c. 463, s. 1.)
• § 25-2A-102   Scope
  This Article applies to any transaction, regardless of form, that creates a lease. (1993, c. 463, s. 1.)
• § 25-2A-103   Definitions and index of definitions
  (1) In this Article unless the context otherwise requires: (a) "Buyer in ordinary course of business" means a person who, in good faith and without...
• § 25-2A-104   Leases subject to other law
  (1) A lease, although subject to this Article, is also subject to any applicable: (a) certificate of title statute of this State (G.S. 20‑50, G.S....
• § 25-2A-105   Territorial application of Article to goods covered by certificate of title
  Subject to the provisions of G.S. 25‑2A‑304(3) and G.S. 25‑2A‑305(3), with respect to goods covered by a certificate of title issued under a statute of...
• § 25-2A-106   Limitation on power of parties to consumer lease to choose applicable law and judicial forum
  (1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee...
• § 25-2A-107   Waiver 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...
• § 25-2A-108   Unconscionability
  (1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at...
• § 25-2A-109   Option to accelerate at will
  (1) A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will"...
• § 25-2A-201   Statute of frauds
  (1) A lease contract is not enforceable by way of action or defense unless: (a) the total payments to be made under the lease contract,...
• § 25-2A-202   Final 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 writing intended by the parties...
• § 25-2A-203   Seals inoperative
  The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the...
• § 25-2A-204   Formation in general
  (1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a...
• § 25-2A-205   Firm offers
  An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will...
• § 25-2A-206   Offer and acceptance in formation of lease contract
  (1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any...
• § 25-2A-207   Repealed by Session Laws 2006-112, s. 6, effective October 1, 2006
• § 25-2A-208   Modification, rescission and waiver
  (1) An agreement modifying a lease contract needs no consideration to be binding. (2) A signed lease agreement that excludes modification or rescission except by...
• § 25-2A-209   Lessee under finance lease as beneficiary of supply contract
  (1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of...
• § 25-2A-210   Express warranties
  (1) Express warranties by the lessor are created as follows: (a) any affirmation of fact or promise made by the lessor to the lessee which...
• § 25-2A-211   Warranties against interference and against infringement; lessee's obligation against infringement
  (1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods...
• § 25-2A-212   Implied warranty of merchantability
  (1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a...
• § 25-2A-213   Implied 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...
• § 25-2A-214   Exclusion or modification of warranties
  (1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be...
• § 25-2A-215   Cumulation 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...
• § 25-2A-216   Third-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 natural person who is in...
• § 25-2A-217   Identification
  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...
• § 25-2A-218   Insurance and proceeds
  (1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the...
• § 25-2A-219   Risk of loss
  (1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In...
• § 25-2A-220   Effect of default on risk of loss
  (1) Where risk of loss is to pass to the lessee and the time of passage is not stated: (a) if a tender or delivery...
• § 25-2A-221   Casualty 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,...
• § 25-2A-301   Enforceability 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...
• § 25-2A-302   Title 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,...
• § 25-2A-303   Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights
  (1) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to Article 9 of...
• § 25-2A-304   Subsequent lease of goods by lessor
  (1) Subject to G.S. 25‑2A‑303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold...
• § 25-2A-305   Sale or sublease of goods by lessee
  (1) Subject to the provisions of G.S. 25‑2A‑303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the...
• § 25-2A-306   Priority of certain liens arising by operation of law
  If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien...
• § 25-2A-307   Priority of liens arising by attachment or levy on, security interests in, and other claims to goods
  (1) Except as otherwise provided in G.S. 25‑2A‑306, a creditor of a lessee takes subject to the lease contract. (2) Except as otherwise provided in...
• § 25-2A-308   Special rights of creditors
  (1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against...
• § 25-2A-309   Lessor's and lessee's rights when goods become fixtures
  (1) In this section: (a) goods are "fixtures" when they become so related to particular real estate that an interest in them arises under real...
• § 25-2A-310   Lessor's and lessee's rights when goods become accessions
  (1) Goods are "accessions" when they are installed in or affixed to other goods. (2) The interest of a lessor or a lessee under a...
• § 25-2A-401   Insecurity: adequate assurance of performance
  (1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (2) If reasonable...
• § 25-2A-402   Anticipatory 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...
• § 25-2A-403   Retraction of anticipatory repudiation
  (1) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled...
• § 25-2A-404   Substituted performance
  (1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail, or the agreed type of...
• § 25-2A-405   Excused performance
  Subject to G.S 25‑2A‑404 on substituted performance, the following rules apply: (a) delay in delivery or nondelivery in whole or in part by a lessor...
• § 25-2A-406   Procedure on excused performance
  (1) If the lessee receives notification of a material or indefinite delay or an allocation justified under G.S. 25‑2A‑405, the lessee may, by written notification...
• § 25-2A-407   Irrevocable promises: finance leases
  (1) In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent...
• § 25-2A-501   Default: procedure
  (1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article. (2) If...
• § 25-2A-502   Notice 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...
• § 25-2A-503   Modification or impairment of rights and remedies
  (1) Except as otherwise provided in this Article, the lease agreement may include rights and remedies for default in addition to or in substitution for...
• § 25-2A-504   Liquidation of damages
  (1) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or...
• § 25-2A-505   Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies
  (1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default...
• § 25-2A-506   Statute of limitations
  (1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of...
• § 25-2A-507   Proof of market rent: time and place
  (1) Damages based on market rent (G.S. 25‑2A‑519 or G.S. 25‑2A‑528) are determined according to the rent for the use of the goods concerned for...
• § 25-2A-508   Lessee's remedies
  (1) If a lessor fails to deliver the goods in conformity to the lease contract (G.S. 25‑2A‑509) or repudiates the lease contract (G.S. 25‑2A‑402), or...
• § 25-2A-509   Lessee's rights on improper delivery; rightful rejection
  (1) Subject to the provisions of G.S. 25‑2A‑510 on default in installment lease contracts, if the goods or the tender or delivery fail in any...
• § 25-2A-510   Installment lease contracts; rejection and default
  (1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery...
• § 25-2A-511   Merchant lessee's duties as to rightfully rejected goods
  (1) Subject to any security interest of a lessee (G.S. 25‑2A‑508(5)), if a lessor or a supplier has no agent or place of business at...
• § 25-2A-512   Lessee's duties as to rightfully rejected goods
  (1) Except as otherwise provided with respect to goods that threaten to decline in value speedily (G.S. 25‑2A‑511) and subject to any security interest of...
• § 25-2A-513   Cure by lessor of improper tender or delivery; replacement
  (1) If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired,...
• § 25-2A-514   Waiver of lessee's objections
  (1) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the...
• § 25-2A-515   Acceptance of goods
  (1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: (a) the lessee signifies or acts with...
• § 25-2A-516   Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over
  (1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not...
• § 25-2A-517   Revocation of acceptance of goods
  (1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has...
• § 25-2A-518   Cover; substitute goods
  (1) After a default by a lessor under the lease contract of the type described in G.S. 25‑2A‑508(1), or, if agreed, after other default by...
• § 25-2A-519   Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods
  (1) Except as otherwise provided with respect to damages liquidated in the lease agreement (G.S. 25‑2A‑504) or otherwise determined pursuant to agreement of the parties...
• § 25-2A-520   Lessee's incidental and consequential damages
  (1) Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or...
• § 25-2A-521   Lessee's right to specific performance or replevin
  (1) Specific performance may be decreed if the goods are unique or in other proper circumstances. (2) A decree for specific performance may include any...
• § 25-2A-522   Lessee's right to goods on lessor's insolvency
  (1) Subject to subsection (2) of this section and even though the goods have not been shipped, a lessee who has paid a part or...
• § 25-2A-523   Lessor's remedies
  (1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a...
• § 25-2A-524   Lessor's right to identify goods to lease contract
  (1) After default by the lessee under the lease contract of the type described in G.S. 25‑2A‑523(1) or G.S. 25‑2A‑523(3)(a) or, if agreed, after other...
• § 25-2A-525   Lessor's right to possession of goods
  (1) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. (2) After a default by the lessee...
• § 25-2A-526   Lessor's stoppage of delivery in transit or otherwise
  (1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be...
• § 25-2A-527   Lessor's rights to dispose of goods
  (1) After a default by a lessee under the lease contract of the type described in G.S. 25‑2A‑523(1) or G.S. 25‑2A‑523(3)(a) or after the lessor...
• § 25-2A-528   Lessor's damages for nonacceptance, failure to pay, repudiation, or other default
  (1) Except as otherwise provided with respect to damages liquidated in the lease agreement (G.S. 25‑2A‑504) or otherwise determined pursuant to agreement of the parties...
• § 25-2A-529   Lessor's action for the rent
  (1) After default by the lessee under the lease contract of the type described in G.S. 25‑2A‑523(1) or G.S. 25‑2A‑523(3)(a) or, if agreed, after other...
• § 25-2A-530   Lessor'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...
• § 25-2A-531   Standing to sue third parties for injury to goods
  (1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party...
• § 25-2A-532   Lessor'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...

Article 3 - Negotiable Instruments.

• § 25-3-101   Short title
  This Article may be cited as Uniform Commercial Code Negotiable Instruments. (1899, c. 733, ss. 128, 191; Rev., ss. 2278, 2340; C.S., ss. 2976, 3110;...
• § 25-3-102   Subject matter
  (a) This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A, or to securities governed by...
• § 25-3-103   Definitions
  (a) In this Article: (1) "Acceptor" means a drawee who has accepted a draft. (2) "Drawee" means a person ordered in a draft to make...
• § 25-3-104   Negotiable instrument
  (a) Except as provided in subsections (c) and (d) of this section, "negotiable instrument" means an unconditional promise or order to pay a fixed amount...
• § 25-3-105   Issue of instrument
  (a) "Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving...
• § 25-3-106   Unconditional promise or order
  (a) Except as provided in this section, for the purposes of G.S. 25‑3‑104(a), a promise or order is unconditional unless it states (i) an express...
• § 25-3-107   Instrument 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...
• § 25-3-108   Payable on demand or at definite time
  (a) A promise or order is "payable on demand" if it (i) states that it is payable on demand or at sight, or otherwise indicates...
• § 25-3-109   Payable to bearer or to order
  (a) A promise or order is payable to bearer if it: (1) States that it is payable to bearer or to the order of bearer...
• § 25-3-110   Identification of person to whom instrument is payable
  (a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or...
• § 25-3-111   Place 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...
• § 25-3-112   Interest
  (a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) interest on an interest‑bearing instrument is payable from...
• § 25-3-113   Date of instrument
  (a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period...
• § 25-3-114   Contradictory 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. (1899, c. 733,...
• § 25-3-115   Incomplete instrument
  (a) "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that...
• § 25-3-116   Joint and several liability; contribution
  (a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers...
• § 25-3-117   Other 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...
• § 25-3-118   Statute of limitations
  (a) Except as provided in subsection (e) of this section, an action to enforce the obligation of a party to pay a note payable at...
• § 25-3-119   Notice 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...
• § 25-3-201   Negotiation
  (a) "Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who...
• § 25-3-202   Negotiation subject to rescission
  (a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress,...
• § 25-3-203   Transfer of instrument; rights acquired by transfer
  (a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving...
• § 25-3-204   Indorsement
  (a) "Indorsement" means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made...
• § 25-3-205   Special indorsement; blank indorsement; anomalous indorsement
  (a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement...
• § 25-3-206   Restrictive indorsement
  (a) An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further...
• § 25-3-207   Reacquisition
  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...
• § 25-3-301   Person entitled to enforce instrument
  "Person entitled to enforce" an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights...
• § 25-3-302   Holder in due course
  (a) Subject to subsection (c) of this section and G.S. 25‑3‑106(d), "holder in due course" means the holder of an instrument if: (1) The instrument...
• § 25-3-303   Value and consideration
  (a) An instrument is issued or transferred for value if: (1) The instrument is issued or transferred for a promise of performance, to the extent...
• § 25-3-304   Overdue instrument
  (a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) On the day after the day demand for payment...
• § 25-3-305   Defenses and claims in recoupment
  (a) Except as stated in subsection (b) of this section, the right to enforce the obligation of a party to pay an instrument is subject...
• § 25-3-306   Claims 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...
• § 25-3-307   Notice of breach of fiduciary duty
  (a) In this section: (1) "Fiduciary" means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to...
• § 25-3-308   Proof of signatures and status as holder in due course
  (a) In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically...
• § 25-3-309   Enforcement of lost, destroyed, or stolen instrument
  (a) A person not in possession of an instrument is entitled to enforce the instrument if (i) the person was in possession of the instrument...
• § 25-3-310   Effect of instrument on obligation for which taken
  (a) Unless 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...
• § 25-3-311   Accord and satisfaction by use of instrument
  (a) If a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as...
• § 25-3-312   Lost, destroyed, or stolen cashier's check, teller's check, or certified check
  (a) In this section: (1) "Check" means a cashier's check, teller's check, or certified check. (2) "Claimant" means a person who claims the right to...
• § 25-3-401   Signature
  (a) A person is not liable on an instrument unless (i) the person signed the instrument, or (ii) the person is represented by an agent...
• § 25-3-402   Signature by representative
  (a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or...
• § 25-3-403   Unauthorized signature
  (a) Unless otherwise provided in this Article or Article 4, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor...
• § 25-3-404   Impostors; fictitious payees
  (a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or...
• § 25-3-405   Employer's responsibility for fraudulent indorsement by employee
  (a) In this section: (1) "Employee" includes an independent contractor and employee of an independent contractor retained by the employer. (2) "Fraudulent indorsement" means (i)...
• § 25-3-406   Negligence contributing to forged signature or alteration of instrument
  (a) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature...
• § 25-3-407   Alteration
  (a) "Alteration" means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or (ii) an...
• § 25-3-408   Drawee 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,...
• § 25-3-409   Acceptance of draft; certified check
  (a) "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...
• § 25-3-410   Acceptance varying draft
  (a) If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat...
• § 25-3-411   Refusal to pay cashier's checks, teller's checks, and certified checks
  (a) In 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...
• § 25-3-412   Obligation 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 (i) according to its...
• § 25-3-413   Obligation of acceptor
  (a) The acceptor of a draft is obliged to pay the draft (i) according to its terms at the time it was accepted, even though...
• § 25-3-414   Obligation of drawer
  (a) This section does not apply to cashier's checks or other drafts drawn on the drawer. (b) If an unaccepted draft is dishonored, the drawer...
• § 25-3-415   Obligation of indorser
  (a) Subject to subsections (b), (c), (d), and (e) of this section and to G.S. 25‑3‑419(d), if an instrument is dishonored, an indorser is obliged...
• § 25-3-416   Transfer warranties
  (a) A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that:...
• § 25-3-417   Presentment warranties
  (a) If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, (i) the person...
• § 25-3-418   Payment or acceptance by mistake
  (a) Except as provided in subsection (c) of this section, if the drawee of a draft pays or accepts the draft and the drawee acted...
• § 25-3-419   Instruments signed for accommodation
  (a) If an instrument is issued for value given for the benefit of a party to the instrument, the "accommodated party", and another party to...
• § 25-3-420   Conversion of instrument
  (a) The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than...
• § 25-3-501   Presentment
  (a) "Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument (i) to pay the instrument made to...
• § 25-3-502   Dishonor
  (a) Dishonor of a note is governed by the following rules: (1) If the note is payable on demand, the note is dishonored if presentment...
• § 25-3-503   Notice of dishonor
  (a) The obligation of an indorser stated in G.S. 25‑3‑415(a) and the obligation of a drawer stated in G.S. 25‑3‑414(d) may not be enforced unless...
• § 25-3-504   Excused presentment and notice of dishonor
  (a) Presentment for payment or acceptance of an instrument is excused if (i) the person entitled to present the instrument cannot with reasonable diligence make...
• § 25-3-505   Evidence of dishonor
  (a) The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated: (1) A document regular in...
• § 25-3-506   Collection of processing fee for returned checks
  A person who accepts a check in payment for goods or services or his assignee may charge and collect a processing fee, not to exceed...
• § 25-3-601   Discharge and effect of discharge
  (a) The obligation of a party to pay the instrument is discharged as stated in this Article or by an act or agreement with the...
• § 25-3-602   Payment
  (a) Subject to subsection (b) of this section, an instrument is paid to the extent payment is made (i) by or on behalf of a...
• § 25-3-603   Tender of payment
  (a) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of...
• § 25-3-604   Discharge by cancellation or renunciation
  (a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument (i) by...
• § 25-3-605   Discharge of indorsers and accommodation parties
  (a) In this section, the term "indorser" includes a drawer having the obligation described in G.S. 25‑3‑414(d). (b) Discharge, under G.S. 25‑3‑604, of the obligation...

Article 4 - Bank Deposits and Collections.

• § 25-4-101   Short title
  This Article may be cited as Uniform Commercial Code Bank Deposits and Collections. (1965, c. 700, s. 1; 1995, c. 232, s. 2.)
• § 25-4-102   Applicability
  (a) To the extent that items within this Article are also within Articles 3 and 8, they are subject to those Articles. If there is...
• § 25-4-103   Variation by agreement; measure of damages; action constituting ordinary care
  (a) The effect of the provisions of this Article may be varied by agreement, but the parties to the agreement cannot disclaim a bank's responsibility...
• § 25-4-104   Definitions and index of definitions
  (a) In this Article, unless the context otherwise requires: (1) "Account" means any deposit or credit account with a bank, including a demand, time, savings,...
• § 25-4-105   "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...
• § 25-4-105.1   Payable through or payable at bank; collecting bank
  (a) If an item states that it is "payable through" a bank identified in the item, (i) the item designates the bank as a collecting...
• § 25-4-106   Separate 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...
• § 25-4-107   Time of receipt of items
  (a) For the purpose of allowing time to process items, prove balances, and make the necessary entries on its books to determine its position for...
• § 25-4-108   Delays
  (a) Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than...
• § 25-4-109   Repealed by Session Laws 1995, c. 232, s. 2
• § 25-4-110   Electronic presentment
  (a) "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...
• § 25-4-111   Statute 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....
• § 25-4-201   Status of collecting bank as agent and provisional status of credits; applicability of Article; item indorsed "pay any bank"
  (a) Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes...
• § 25-4-202   Responsibility for collection or return; when action timely
  (a) A collecting bank must exercise ordinary care in: (1) Presenting an item or sending it for presentment; (2) Sending notice of dishonor or nonpayment...
• § 25-4-203   Effect of instructions
  Subject to Article 3 concerning conversion of instruments (G.S. 25‑3‑420) and restrictive indorsements (G.S. 25‑3‑206), only a collecting bank's transferor can give instructions that affect...
• § 25-4-204   Methods of sending and presenting; sending directly to payor
  (a) A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of...
• § 25-4-205   Depositary bank holder of unindorsed item
  If a customer delivers an item to a depositary bank for collection: (1) The depositary bank becomes a holder of the item at the time...
• § 25-4-206   Transfer between banks
  Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank. (1965, c. 700, s. 1; 1995, c....
• § 25-4-207   Transfer warranties
  (a) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent...
• § 25-4-207.1   Presentment warranties
  (a) If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, (i) the person...
• § 25-4-207.2   Encoding and retention warranties
  (a) A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor...
• § 25-4-208   Security interest of collecting bank in items, accompanying documents and proceeds
  (a) A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either: (1) In case of an...
• § 25-4-209   When 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...
• § 25-4-210   Presentment by notice of item not payable by, through, or at a bank; liability of drawer or indorser
  (a) Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party to...
• § 25-4-211   Medium and time of settlement by bank
  (a) With respect to settlement by a bank, the medium and time of settlement may be prescribed by federal reserve regulations or circulars, clearing‑house rules,...
• § 25-4-212   Right of charge-back or refund; liability of collecting bank; return of item
  (a) If a collecting bank has made provisional settlement with its customer for an item and itself fails by reason of dishonor, suspension of payments...
• § 25-4-213   Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal
  (a) An item is finally paid by a payor bank when the bank has first done any of the following: (1) Paid the item in...
• § 25-4-214   Insolvency and preference
  (a) If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not...
• § 25-4-301   Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank
  (a) If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before...
• § 25-4-302   Payor bank's responsibility for late return of item
  (a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of: (1) A demand item,...
• § 25-4-303   When items subject to notice, stop-payment order, legal process, or setoff; order in which items may be charged or certified
  (a) Any knowledge, notice, or stop‑payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate,...
• § 25-4-401   When bank may charge customer's account
  (a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates...
• § 25-4-402   Bank's liability to customer for wrongful dishonor; time of determining insufficiency of account
  (a) Except as otherwise provided in this Article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but...
• § 25-4-403   Customer's right to stop payment; burden of proof of loss
  (a) A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item...
• § 25-4-404   Bank 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...
• § 25-4-405   Death or incompetence of customer
  (a) A payor or collecting bank's authority to accept, pay, or collect an item or to account for proceeds of its collection, if otherwise effective,...
• § 25-4-406   Customer's duty to discover and report unauthorized signature or alteration
  (a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return...
• § 25-4-407   Payor 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...
• § 25-4-501   Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor
  A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment, and upon learning that the...
• § 25-4-502   Presentment 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...
• § 25-4-503   Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need
  Unless otherwise instructed and except as provided in Article 5, a bank presenting a documentary draft: (1) Must deliver the documents to the drawee on...
• § 25-4-504   Privilege of presenting bank to deal with goods; security interest for expenses
  (a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time...

Article 4A - Funds Transfers.

• § 25-4A-101   Short title
  This Article may be cited as Uniform Commercial Code‑Funds Transfers. (1993, c. 157, s. 1.)
• § 25-4A-102   Subject matter
  Except as otherwise provided in G.S. 25‑4A‑108, this Article applies to funds transfers defined in G.S. 25‑4A‑104. (1993, c. 157, s. 1.)
• § 25-4A-103   Payment order - definitions
  (a) In this Article: (1) "Payment order" means an instruction of a sender to a receiving bank, transmitted orally, electronically, or in writing, to pay,...
• § 25-4A-104   Funds transfer - definitions
  In this Article: (a) "Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to...
• § 25-4A-105   Other definitions
  (a) In this Article: (1) "Authorized account" means a deposit account of a customer in a bank designated by the customer as a source of...
• § 25-4A-106   Time payment order is received
  (a) The time of receipt of a payment order or communication cancelling or amending a payment order is determined by the rules applicable to receipt...
• § 25-4A-107   Federal reserve regulations and operating circulars
  Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this...
• § 25-4A-108   Exclusion of consumer transactions governed by federal law
  This Article does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act of 1978 (Title XX,...
• § 25-4A-201   Security procedure
  "Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of (i) verifying that a payment order...
• § 25-4A-202   Authorized and verified payment orders
  (a) A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order...
• § 25-4A-203   Unenforceability of certain verified payment orders
  (a) If an accepted payment order is not, under G.S. 25‑4A‑202(a), an authorized order of a customer identified as sender, but is effective as an...
• § 25-4A-204   Refund of payment and duty of customer to report with respect to unauthorized payment order
  (a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not...
• § 25-4A-205   Erroneous payment orders
  (a) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed...
• § 25-4A-206   Transmission of payment order through funds-transfer or other communication system
  (a) If 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...
• § 25-4A-207   Misdescription of beneficiary
  (a) Subject to subsection (b), if, in a payment order received by the beneficiary's bank, the name, bank account number, or other identification of the...
• § 25-4A-208   Misdescription of intermediary bank or beneficiary's bank
  (a) This subsection applies to a payment order identifying an intermediary bank or the beneficiary's bank only by an identifying number. (1) The receiving bank...
• § 25-4A-209   Acceptance of payment order
  (a) Subject to subsection (d), a receiving bank other than the beneficiary's bank accepts a payment order when it executes the order. (b) Subject to...
• § 25-4A-210   Rejection of payment order
  (a) A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally, electronically, or in writing. A...
• § 25-4A-211   Cancellation and amendment of payment order
  (a) A communication of the sender of a payment order cancelling or amending the order may be transmitted to the receiving bank orally, electronically, or...
• § 25-4A-212   Liability and duty of receiving bank regarding unaccepted payment order
  If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach...
• § 25-4A-301   Execution and execution date
  (a) A payment order is "executed" by the receiving bank when it issues a payment order intended to carry out the payment order received by...
• § 25-4A-302   Obligations of receiving bank in execution of payment order
  (a) Except as provided in subsections (b) through (d), if the receiving bank accepts a payment order pursuant to G.S. 25‑4A‑209(a), the bank has the...
• § 25-4A-303   Erroneous execution of payment order
  (a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount...
• § 25-4A-304   Duty of sender to report erroneously executed payment order
  If the sender of a payment order that is erroneously executed as stated in G.S. 25‑4A‑303 receives notification from the receiving bank that the order...
• § 25-4A-305   Liability for late or improper execution or failure to execute payment order
  (a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of G.S. 25‑4A‑302 results in delay...
• § 25-4A-401   Payment 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....
• § 25-4A-402   Obligation of sender to pay receiving bank
  (a) This section is subject to G.S. 25‑4A‑205 and G.S. 25‑4A‑207. (b) With respect to a payment order issued to the beneficiary's bank, acceptance of...
• § 25-4A-403   Payment by sender to receiving bank
  (a) Payment of the sender's obligation under G.S. 25‑4A‑402 to pay the receiving bank occurs as follows: (1) If the sender is a bank, payment...
• § 25-4A-404   Obligation of beneficiary's bank to pay and give notice to beneficiary
  (a) Subject to G.S. 25‑4A‑211(e), 25‑4A‑405(d), and 25‑4A‑405(e), if a beneficiary's bank accepts a payment order, the bank is obliged to pay the amount of...
• § 25-4A-405   Payment by beneficiary's bank to beneficiary
  (a) If the beneficiary's bank credits an account of the beneficiary of a payment order, payment of the bank's obligation under G.S. 25‑4A‑404(a) occurs when...
• § 25-4A-406   Payment by originator to beneficiary; discharge of underlying obligation
  (a) Subject to G.S. 25‑4A‑211(e), 25‑4A‑405(d), and 25‑4A‑405(e), the originator of a funds transfer pays the beneficiary of the originator's payment order (i) at the...
• § 25-4A-501   Variation by agreement and effect of funds-transfer system rule
  (a) Except as otherwise provided in this Article, the rights and obligations of a party to a funds transfer may be varied by agreement of...
• § 25-4A-502   Creditor process served on receiving bank; setoff by beneficiary's bank
  (a) As used in this section, "creditor process" means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of...
• § 25-4A-503   Injunction or restraining order with respect to funds transfer
  For proper cause and in compliance with applicable law, a court may restrain (i) a person from issuing a payment order to initiate a funds...
• § 25-4A-504   Order in which items and payment orders may be charged to account; order of withdrawals from account
  (a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that...
• § 25-4A-505   Preclusion of objection to debit of customer's account
  If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender...
• § 25-4A-506   Rate of interest
  (a) If, under this Article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount...
• § 25-4A-507   Choice of law
  (a) The following rules apply unless the affected parties otherwise agree or subsection (c) applies: (1) The rights and obligations between the sender of a...

Article 5 - Letters of Credit.

• § 25-5-101   Short title
  This article may be cited as Uniform Commercial Code Letters of Credit. (1999‑73, s. 1.)
• § 25-5-102   Definitions
  (a) In this Article: (1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another...
• § 25-5-103   Scope
  (a) This Article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement...
• § 25-5-104   Formal requirements
  A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a record and is authenticated (i) by...
• § 25-5-105   Consideration
  Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation. (1999‑73, s. 1.)
• § 25-5-106   Issuance, amendment, cancellation, and duration
  (a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it...
• § 25-5-107   Confirmer, nominated person, and adviser
  (a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its...
• § 25-5-108   Issuer's rights and obligations
  (a) Except as otherwise provided in G.S. 25‑5‑109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection...
• § 25-5-109   Fraud and forgery
  (a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but...
• § 25-5-110   Warranties
  (a) If its presentation is honored, the beneficiary warrants: (1) To the issuer, any other person to whom presentation is made, and the applicant that...
• § 25-5-111   Remedies
  (a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated...
• § 25-5-112   Transfer of letter of credit
  (a) Except as otherwise provided in G.S. 25‑5‑113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw...
• § 25-5-113   Transfer by operation of law
  (a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name...
• § 25-5-114   Assignment of proceeds
  (a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon...
• § 25-5-115   Statute 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...
• § 25-5-116   Choice of law and forum
  (a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an...
• § 25-5-117   Subrogation of issuer, applicant, and nominated person
  (a) An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were...
• § 25-5-118   Security interest of issuer or nominated person
  (a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer...

Article 6 - Bulk Transfers.

• § 25-6-101 through 25-6-105   Repealed by Session Laws 2004-190, s. 1, effective January 1, 2005
• § 25-6-106   Repealed by Session Laws 1967, c. 562, s. 1, effective at midnight June 30, 1967
• § 25-6-107 through 25-6-111   Repealed by Session Laws 2004-190, s. 1, effective January 1, 2005

Article 7 - Documents of Title.

• § 25-7-101   Short title
  This Article may be cited as Uniform Commercial Code Documents of Title. (1965, c. 700, s. 1; 2006‑112, s. 25.)
• § 25-7-102   Definitions and index of definitions
  (a) In this Article, unless the context otherwise requires: (1) "Bailee" means a person that by a warehouse receipt, bill of lading, or other document...
• § 25-7-103   Relation of Article to treaty or statute
  (a) This Article is subject to any treaty or statute of the United States or regulatory statute of this State to the extent the treaty,...
• § 25-7-104   Negotiable and nonnegotiable document of title
  (a) Except as otherwise provided in subsection (c) of this section, a document of title is negotiable if by its terms the goods are to...
• § 25-7-105   Reissuance in alternative medium
  (a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of...
• § 25-7-106   Control of electronic document of title
  (a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document...
• § 25-7-201   Person that may issue a warehouse receipt; storage under bond
  (a) A warehouse receipt may be issued by any warehouse. (b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring...
• § 25-7-202   Form of warehouse receipt; effect of omission
  (a) A warehouse receipt need not be in any particular form. (b) Unless a warehouse receipt provides for each of the following, the warehouse is...
• § 25-7-203   Liability 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...
• § 25-7-204   Duty of care; contractual limitation of warehouse's liability
  (a) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to...
• § 25-7-205   Title 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...
• § 25-7-206   Termination of storage at warehouse's option
  (a) A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest...
• § 25-7-207   Goods must be kept separate; fungible goods
  (a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times...
• § 25-7-208   Altered 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...
• § 25-7-209   Lien of warehouse
  (a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof...
• § 25-7-210   Enforcement of warehouse's lien
  (a) Except as otherwise provided in subsection (b) of this section, a warehouse's lien may be enforced by public or private sale of the goods,...
• § 25-7-301   Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load, and count"; improper handling
  (a) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has...
• § 25-7-302   Through bills of lading and similar documents of title
  (a) The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person...
• § 25-7-303   Diversion; reconsignment; change of instructions
  (a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the...
• § 25-7-304   Tangible bills of lading in a set
  (a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable...
• § 25-7-305   Destination bills
  (a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may...
• § 25-7-306   Altered 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. (1919, c....
• § 25-7-307   Lien of carrier
  (a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges...
• § 25-7-308   Enforcement of carrier's lien
  (a) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time...
• § 25-7-309   Duty of care; contractual limitation of carrier's liability
  (a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which...
• § 25-7-401   Irregularities 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: (1) The document does not comply with the...
• § 25-7-402   Duplicate 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...
• § 25-7-403   Obligation of bailee to deliver; excuse
  (a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c)...
• § 25-7-404   No 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...
• § 25-7-501   Form of negotiation and requirements of due negotiation
  (a) The following rules apply to a negotiable tangible document of title: (1) If the document's original terms run to the order of a named...
• § 25-7-502   Rights acquired by due negotiation
  (a) Subject to G.S. 25‑7‑205 and G.S. 25‑7‑503, a holder to which a negotiable document of title has been duly negotiated acquires thereby: (1) Title...
• § 25-7-503   Document of title to goods defeated in certain cases
  (a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a...
• § 25-7-504   Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery
  (a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the...
• § 25-7-505   Indorser 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...
• § 25-7-506   Delivery 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...
• § 25-7-507   Warranties 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 G.S. 25‑7‑508, unless otherwise agreed, the...
• § 25-7-508   Warranties 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...
• § 25-7-509   Adequate 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...
• § 25-7-601   Lost, stolen, or destroyed documents of title
  (a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document,...
• § 25-7-602   Judicial 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,...
• § 25-7-603   Conflicting 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...

Article 8 - Investment Securities.

• § 25-8-101   Short title
  This Article may be cited as Uniform Commercial Code Investment Securities. (1965, c. 700, s. 1; 1997‑181, s. 1.)
• § 25-8-102   Definitions
  (a) In this Article: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is...
• § 25-8-103   Rules for determining whether certain obligations and interests are securities or financial assets
  (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An "investment...
• § 25-8-104   Acquisition of security or financial asset or interest therein
  (a) A person acquires a security or an interest therein, under this Article, if: (1) The person is a purchaser to whom a security is...
• § 25-8-105   Notice of adverse claim
  (a) A person has notice of an adverse claim if: (1) The person knows of the adverse claim; (2) The person is aware of facts...
• § 25-8-106   Control
  (a) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has...
• § 25-8-107   Whether indorsement, instruction, or entitlement order is effective
  (a) "Appropriate person" means: (1) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be...
• § 25-8-108   Warranties in direct holding
  (a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by...
• § 25-8-109   Warranties in indirect holding
  (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) The entitlement order is made by...
• § 25-8-110   Applicability; choice of law
  (a) The local law of the issuer's jurisdiction, as specified in subsection (d) of this section, governs: (1) The validity of a security; (2) The...
• § 25-8-111   Clearing 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...
• § 25-8-112   Creditor's legal process
  (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by...
• § 25-8-113   Statute 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...
• § 25-8-114   Evidentiary rules concerning certificated securities
  The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a...
• § 25-8-115   Securities 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...
• § 25-8-116   Securities 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...
• § 25-8-201   Issuer
  (a) With respect to an obligation on or a defense to a security, an "issuer" includes a person that: (1) Places or authorizes the placing...
• § 25-8-202   Issuer's responsibility and defenses; notice of defect or defense
  (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made...
• § 25-8-203   Staleness 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...
• § 25-8-204   Effect 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...
• § 25-8-205   Effect 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...
• § 25-8-206   Completion of alteration of security certificate
  (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any person may...
• § 25-8-207   Rights and duties of issuer with respect to registered owners
  (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an...
• § 25-8-208   Effect of signature of authenticating trustee, registrar, or transfer agent
  (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated...
• § 25-8-209   Issuer'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...
• § 25-8-210   Overissue
  (a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue...
• § 25-8-301   Delivery
  (a) Delivery of a certificated security to a purchaser occurs when: (1) The purchaser acquires possession of the security certificate; (2) Another person, other than...
• § 25-8-302   Rights of purchaser
  (a) Except as otherwise provided in subsections (b) and (c) of this section, a purchaser of a certificated or uncertificated security acquires all rights in...
• § 25-8-303   Protected purchaser
  (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) Gives value; (2) Does not have...
• § 25-8-304   Indorsement
  (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a...
• § 25-8-305   Instruction
  (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized...
• § 25-8-306   Effect of guaranteeing signature, indorsement, or instruction
  (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) The signature was...
• § 25-8-307   Purchaser'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...
• § 25-8-401   Duty of issuer to register transfer
  (a) If a certificated