chapter 2010-131 council substitute for house …laws.flrules.org/files/ch_2010-131.pdfchapter...

CHAPTER 2010-131

Council Substitute for House Bill No. 731

An act relating to the Uniform Commercial Code; amending ss. 668.50 and671.304, F.S.; correcting cross-references; amending ss. 671.201, 672.103,672.104, 674.104, 677.102, and 679.1021, F.S.; revising and providingdefinitions; revising provisions pertaining to definitions applicable tocertain provisions of the code, to conform cross-references to revisionsmade by this act; amending s. 672.310, F.S.; revising time when certaindelivery payments are due; amending ss. 559.9232, 672.323, 672.401,672.503, 672.505, 672.506, 672.509, 672.605, 672.705, 674.2101, 677.201,677.202, 677.203, 677.205, 677.206, 677.207, 677.208, 677.301, 677.302,677.304, 677.305, 677.401, 677.402, 677.403, 677.404, 677.502, 677.503,677.505, 677.506, 677.507, 677.508, 677.509, 677.602, 677.603, 679.2031,679.2071, 679.3011, 679.3101, 679.3121, 679.3131, 679.3141, 679.3171,679.338, 680.1031, 680.514, and 680.526, F.S.; revising provisions toconform to changes made by this act; making editorial changes; amendings. 677.103, F.S.; revising and providing application in relation of chapter totreaty, statute, classification, or regulation; amending s. 677.104, F.S.;providing when certain documents of title are nonnegotiable; amending s.677.105, F.S.; authorizing an issuer of the electronic document to issue atangible document of title as a substitute for the electronic document undercertain conditions; authorizing an issuer of a tangible document to issue anelectronic document of title as a substitute for the tangible document undercertain conditions; creating s. 677.106, F.S.; providing when certainpersons have control of an electronic document of title; amending s.677.204, F.S.; revising liability of certain damages; authorizing a ware-house receipt or storage agreement to provide certain requirements;amending s. 677.209, F.S.; revising conditions for a warehouse to establisha lien against a bailor; providing when and against whom the lien iseffective; amending s. 677.210, F.S.; revising provisions relating to theenforcement of warehouse’s liens; amending s. 677.303, F.S.; prohibitingliability for certain carriers; amending s. 677.307, F.S.; revising conditionsunder which a carrier has a lien on goods covered by a bill of lading;amending s. 677.308, F.S.; revising provisions relating to the enforcementof a carrier’s lien; amending s. 677.309, F.S.; revising provisions relating tothe contractual limitation of a carrier’s liability; amending s. 677.501, F.S.;providing requirements for negotiable tangible documents of title andnegotiable electronic documents of title; amending s. 677.504, F.S.;providing condition under which the rights of the transferee may bedefeated; amending s. 677.601, F.S.; revising provisions relating to lost,stolen, or destroyed documents of title; amending s. 678.1031, F.S.;providing that certain documents of title are not financial assets;amending s. 679.2081, F.S.; providing requirements for secured partieshaving control of an electronic document; providing an effective date.

Be It Enacted by the Legislature of the State of Florida:

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Section 1. Paragraph (f) of subsection (2) of section 559.9232, FloridaStatutes, is amended to read:

559.9232 Definitions; exclusion of rental-purchase agreements fromcertain regulations.—

(2) A rental-purchase agreement that complies with this act shall not beconstrued to be, nor be governed by, any of the following:

(f) A security interest as defined in s. 671.201(38)(35).

Section 2. Paragraph (d) of subsection (16) of section 668.50, FloridaStatutes, is amended to read:

668.50 Uniform Electronic Transaction Act.—

(16) TRANSFERABLE RECORDS.—

(d) Except as otherwise agreed, a person having control of a transferablerecord is the holder, as defined in s. 671.201(21), of the transferable recordand has the same rights and defenses as a holder of an equivalent record orwriting under the Uniform Commercial Code, including, if the applicablestatutory requirements under s. 673.3021, s. 677.501, or s. 679.330 679.308are satisfied, the rights and defenses of a holder in due course, a holder towhich a negotiable document of title has been duly negotiated, or apurchaser, respectively. Delivery, possession, and indorsement are notrequired to obtain or exercise any of the rights under this paragraph.

Section 3. Present subsections (25) through (43) of section 671.201,Florida Statutes, are renumbered as subsections (28) through (46), respec-tively, new subsections (25), (26), and (27) are added to that section, andpresent subsections (5), (6), (10), (15), (16), (21), and (42) are amended, toread:

671.201 General definitions.—Unless the context otherwise requires,words or phrases defined in this section, or in the additional definitionscontained in other chapters of this code which apply to particular chapters orparts thereof, have the meanings stated. Subject to definitions contained inother chapters of this code which apply to particular chapters or partsthereof, the term:

(5) “Bearer” means a person in control of a negotiable electronicdocument of title or a person in possession of a negotiable instrument, anegotiable tangible document of title, or a certificated security that is payableto bearer or indorsed in blank.

(6) “Bill of lading” means a document of title evidencing the receipt ofgoods for shipment issued by a person engaged in the business of directly orindirectly transporting or forwarding goods. The term does not include awarehouse receipt.

Ch. 2010-131 LAWS OF FLORIDA Ch. 2010-131

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(10) “Conspicuous,” with reference to a term, means so written, dis-played, or presented that a reasonable person against which whom it is tooperate ought to have noticed it. Whether a term is “conspicuous” is adecision for the court. Conspicuous terms include the following:

(a) A heading in capitals in a size equal to or greater in size larger thanthat of the surrounding text, or in contrasting a type, font, or color in contrastto the surrounding text of the same or lesser size; and.

(b) Language in the body of a record or display in larger type larger thanthat of the surrounding text; in a type, font, or color in contrast to thesurrounding text of the same size; or set off from surrounding text of the samesize by symbols or other marks that call attention to the language.

(15) “Delivery,” with respect to an electronic document of title, meansvoluntary transfer of control and “delivery,” with respect to instrumentsinstrument, tangible document of title, or chattel paper, or certificatedsecurities, means voluntary transfer of possession.

(16) “Document of title” means a record:

(a) includes bill of lading, dock warrant, dock receipt, warehouse receiptor order for the delivery of goods, and any other document That in the regularcourse of business or financing is treated as adequately evidencing that theperson in possession or control of the record it is entitled to receive, control,hold, and dispose of the record document and the goods the record it covers;and

(b) That purports to be issued by or addressed to a bailee and to covergoods in the bailee’s possession which are either identified or are fungibleportions of an identified mass. The term includes a bill of lading, transportdocument, dock warrant, dock receipt, warehouse receipt, and order fordelivery of goods. An electronic document of title means a document of titleevidenced by a record consisting of information stored in an electronicmedium. A tangible document of title means a document of title evidenced bya record consisting of information that is inscribed on a tangible medium. Tobe a document of title, a document must purport to be issued by or addressedto a bailee and purport to cover goods in the bailee’s possession which areeither identified or are fungible portions of an identified mass.

(21) “Holder” means:

(a) The person in possession of a negotiable instrument that is payableeither to bearer or to an identified person that is the person in possession; or

(b) The person in possession of a negotiable tangible document of title ifthe goods are deliverable either to bearer or to the order of the person inpossession; or.

(c) The person in control of a negotiable electronic document of title.


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(25) Subject to subsection (27), a person has “notice” of a fact if the person:

(a) Has actual knowledge of it;

(b) Has received a notice or notification of it; or

(c) From all the facts and circumstances known to the person at the timein question, has reason to know that it exists. A person “knows” or has“knowledge” of a fact when the person has actual knowledge of it. “Discover”or “learn” or a word or phrase of similar import refers to knowledge ratherthan to reason to know. The time and circumstances under which a notice ornotification may cease to be effective are not determined by this section.

(26) A person “notifies” or “gives” a notice or notification to anotherperson by taking such steps as may be reasonably required to inform theother person in ordinary course, whether or not the other person actuallycomes to know of it. Subject to subsection (27), a person “receives” a notice ornotification when:

(a) It comes to that person’s attention; or

(b) It is duly delivered in a form reasonable under the circumstances atthe place of business through which the contract was made or at anotherlocation held out by that person as the place for receipt of such communica-tions.

(27) Notice, knowledge, or a notice or notification received by anorganization is effective for a particular transaction from the time when itis brought to the attention of the individual conducting that transaction, and,in any event, from the time when it would have been brought to theindividual’s attention if the organization had exercised due diligence. Anorganization exercises due diligence if it maintains reasonable routines forcommunicating significant information to the person conducting the trans-action and there is reasonable compliance with the routines. Due diligencedoes not require an individual acting for the organization to communicateinformation unless such communication is part of the individual’s regularduties or the individual has reason to know of the transaction and that thetransaction would be materially affected by the information.

(45)(42) “Warehouse receipt” means a document of title receipt issued bya person engaged in the business of storing goods for hire.

Section 4. Subsection (5) of section 671.304, Florida Statutes, is amendedto read:

671.304 Laws not repealed; precedence where code provisions in conflictwith other laws; certain statutory remedies retained.—

(5) The effectiveness of any financing statement or continuation state-ment filed prior to January 1, 1980, or any continuation statement filed on orafter October 1, 1984, which states that the debtor is a transmitting utility as


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provided in s. 679.515(6) 679.403(6) shall continue until a terminationstatement is filed, except that if this act requires a filing in an office wherethere was no previous financing statement, a new financing statementconforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.


672.103 Definitions and index of definitions.—

(3) The following definitions in other chapters apply to this chapter:

“Check,” s. 673.1041.

“Consignee,” s. 677.102.

“Consignor,” s. 677.102.

“Consumer goods,” s. 679.1021.

“Control,” s. 677.106.

“Dishonor,” s. 673.5021.

“Draft,” s. 673.1041.


672.104 Definitions: “merchant”; “between merchants”; “financingagency.”—

(2) “Financing agency” means a bank, finance company or other personwho in the ordinary course of business makes advances against goods ordocuments of title or who by arrangement with either the seller or the buyerintervenes in ordinary course to make or collect payment due or claimedunder the contract for sale, as by purchasing or paying the seller’s draft ormaking advances against it or by merely taking it for collection whether ornot documents of title accompany or are associated with the draft. “Financingagency” includes also a bank or other person who similarly intervenesbetween persons who are in the position of seller and buyer in respect to thegoods (s. 672.707).


672.310 Open time for payment or running of credit; authority to shipunder reservation.—Unless otherwise agreed:

(3) If delivery is authorized and made by way of documents of titleotherwise than by subsection (2) then payment is due regardless of where thegoods are to be received at the time and place at which the buyer is to receive


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delivery of the tangible documents or at the time the buyer is to receivedelivery of the electronic documents and at the seller’s place of business or, ifnone, the seller’s residence regardless of where the goods are to be received;and

Section 8. Section 672.323, Florida Statutes, is amended to read:

672.323 Form of bill of lading required in overseas shipment; “overseas.”

(1) Where the contract contemplates overseas shipment and contains aterm “C.I.F.” or “C. & F. or F.O.B. vessel,” the seller unless otherwise agreedshall must obtain a negotiable bill of lading stating that the goods have beenloaded in on board or, in the case of a term “C.I.F.” or “C. & F.,” received forshipment.

(2) Where in a case within subsection (1) a tangible bill of lading has beenissued in a set of parts, unless otherwise agreed if the documents are not to besent from abroad the buyer may demand tender of the full set; otherwise onlyone part of the bill of lading need be tendered. Even if the agreementexpressly requires a full set:

(a) Due tender of a single part is acceptable within the provisions of thischapter on cure of improper delivery (s. 672.508(1)); and

(b) Even though the full set is demanded, if the documents are sent fromabroad the person tendering an incomplete set may nevertheless requirepayment upon furnishing an indemnity which the buyer in good faith deemsadequate.

(3) A shipment by water or by air or a contract contemplating suchshipment is “overseas” insofar as by usage of trade or agreement it is subjectto the commercial, financing or shipping practices characteristic of interna-tional deepwater commerce.

Section 9. Subsections (2) and (3) of section 672.401, Florida Statutes, areamended to read:

672.401 Passing of title; reservation for security; limited application ofthis section.—Each provision of this chapter with regard to the rights,obligations and remedies of the seller, the buyer, purchasers or other thirdparties applies irrespective of title to the goods except where the provisionrefers to such title. Insofar as situations are not covered by the otherprovisions of this chapter and matters concerning title become material thefollowing rules apply:

(2) Unless otherwise explicitly agreed title passes to the buyer at the timeand place at which the seller completes her or his performance with referenceto the physical delivery of the goods, despite any reservation of a securityinterest and even though a document of title is to be delivered at a differenttime or place; and in particular and despite any reservation of a securityinterest by the bill of lading:


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(a) If the contract requires or authorizes the seller to send the goods tothe buyer but does not require him or her the seller to deliver them atdestination, title passes to the buyer at the time and place of shipment; but

(b) If the contract requires delivery at destination, title passes on tenderthere.

(3) Unless otherwise explicitly agreed where delivery is to be madewithout moving the goods:

(a) If the seller is to deliver a tangible document of title, title passes at thetime when and the place where he or she the seller delivers such documentsand if the seller is to deliver an electronic document of title, title passes whenthe seller delivers the document; or

(b) If the goods are at the time of contracting already identified and nodocuments of title are to be delivered, title passes at the time and place ofcontracting.

Section 10. Subsections (4) and (5) of section 672.503, Florida Statutes,are amended to read:

672.503 Manner of seller’s tender of delivery.—

(4) Where goods are in the possession of a bailee and are to be deliveredwithout being moved:

(a) Tender requires that the seller either tender a negotiable document oftitle covering such goods or procure acknowledgment by the bailee of thebuyer’s right to possession of the goods; but

(b) Tender to the buyer of a nonnegotiable document of title or of a recorddirecting written direction to the bailee to deliver is sufficient tender unlessthe buyer seasonably objects, and, except as otherwise provided in chapter679, receipt by the bailee of notification of the buyer’s rights fixes those rightsas against the bailee and all third persons; but risk of loss of the goods and ofany failure by the bailee to honor the nonnegotiable document of title or toobey the direction remains on the seller until the buyer has had a reasonabletime to present the document or direction, and a refusal by the bailee tohonor the document or to obey the direction defeats the tender.

(5) Where the contract requires the seller to deliver documents:

(a) He or she shall must tender all such documents in correct form, exceptas provided in this chapter with respect to bills of lading in a set (s.672.323(2)); and

(b) Tender through customary banking channels is sufficient anddishonor of a draft accompanying or associated with the documentsconstitutes nonacceptance or rejection.


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672.505 Seller’s shipment under reservation.—

(1) Where the seller has identified goods to the contract by or beforeshipment:

(a) His or her The seller’s procurement of a negotiable bill of lading to hisor her own order or otherwise reserves in him or her the seller a securityinterest in the goods. His or her procurement of the bill to the order of afinancing agency or of the buyer indicates in addition only the seller’sexpectation of transferring that interest to the person named.

(b) A nonnegotiable bill of lading to himself or herself or his or hernominee reserves possession of the goods as security but except in a case ofconditional delivery (s. 672.507(2)) a nonnegotiable bill of lading naming thebuyer as consignee reserves no security interest even though the sellerretains possession or control of the bill of lading.

(2) When shipment by the seller with reservation of a security interest isin violation of the contract for sale it constitutes an improper contract fortransportation within the preceding section but impairs neither the rightsgiven to the buyer by shipment and identification of the goods to the contractnor the seller’s powers as a holder of a negotiable document of title.

Section 12. Subsection (2) of section 672.506, Florida Statutes, isamended to read:

672.506 Rights of financing agency.—

(2) The right to reimbursement of a financing agency which has in goodfaith honored or purchased the draft under commitment to or authority fromthe buyer is not impaired by subsequent discovery of defects with reference toany relevant document which was apparently regular on its face.


672.509 Risk of loss in the absence of breach.—

(2) Where the goods are held by a bailee to be delivered without beingmoved, the risk of loss passes to the buyer:

(a) On her or his receipt of possession or control of a negotiable documentof title covering the goods; or

(b) On acknowledgment by the bailee of the buyer’s right to possession ofthe goods; or

(c) After her or his receipt of possession or control of a nonnegotiabledocument of title or other written direction to deliver in a record, as providedin s. 672.503(4)(b).


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672.605 Waiver of buyer’s objections by failure to particularize.—

(2) Payment against documents made without reservation of rightsprecludes recovery of the payment for defects apparent in on the face ofthe documents.


672.705 Seller’s stoppage of delivery in transit or otherwise.—

(2) As against such buyer the seller may stop delivery until:

(a) Receipt of the goods by the buyer; or

(b) Acknowledgment to the buyer by any bailee of the goods except acarrier that the bailee holds the goods for the buyer; or

(c) Such acknowledgment to the buyer by a carrier by reshipment or as awarehouse warehouseman; or

(d) Negotiation to the buyer of any negotiable document of title coveringthe goods.

(3)(a) To stop delivery the seller shall must so notify as to enable thebailee by reasonable diligence to prevent delivery of the goods.

(b) After such notification the bailee shall must hold and deliver thegoods according to the directions of the seller but the seller is liable to thebailee for any ensuing charges or damages.

(c) If a negotiable document of title has been issued for goods the bailee isnot obliged to obey a notification to stop until surrender of possession orcontrol of the document.

(d) A carrier who has issued a nonnegotiable bill of lading is not obliged toobey a notification to stop received from a person other than the consignor.




“Acceptance,” s. 673.4091.

“Alteration,” s. 673.4071.


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“Cashier’s check,” s. 673.1041.

“Certificate of deposit,” s. 673.1041.

“Certified check,” s. 673.4091.

“Check,” s. 673.1041.

“Control,” s. 677.106.

“Good faith,” s. 673.1031.

“Holder in due course,” s. 673.3021.

“Instrument,” s. 673.1041.

“Notice of dishonor,” s. 673.5031.

“Order,” s. 673.1031.

“Ordinary care,” s. 673.1031.

“Person entitled to enforce,” s. 673.3011.

“Presentment,” s. 673.5011.

“Promise,” s. 673.1031.

“Prove,” s. 673.1031.

“Teller’s check,” s. 673.1041.

“Unauthorized signature,” s. 673.4031.


674.2101 Security interest of collecting bank in items, accompanyingdocuments, and proceeds.—

(3) Receipt by a collecting bank of a final settlement for an item is arealization on its security interest in the item, accompanying documents, andproceeds. So long as the bank does not receive final settlement for the item orgive up possession of the item or possession or control of the accompanying orassociated documents for purposes other than collection, the security interestcontinues to that extent and is subject to chapter 679, but:

(a) No security agreement is necessary to make the security interestenforceable (s. 679.2031(2)(c)1.);

(b) No filing is required to perfect the security interest; and


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(c) The security interest has priority over conflicting perfected securityinterests in the item, accompanying documents, or proceeds.



(1) In this chapter, unless the context otherwise requires:

(a) “Bailee” means a the person that who by a warehouse receipt, bill oflading or other document of title acknowledges possession of goods andcontracts to deliver them.

(b) “Carrier” means a person that issues a bill of lading.

(c)(b) “Consignee” means a the person named in a bill of lading to whichwhom or to whose order the bill promises delivery.

(d)(c) “Consignor” means a the person named in a bill of lading as theperson from which whom the goods have been received for shipment.

(e)(d) “Delivery order” means a record that contains an written order todeliver goods directed to a warehouse warehouseman, carrier, or otherperson that who in the ordinary course of business issues warehouse receiptsor bills of lading.

(f) “Good faith” means honesty in fact and the observance of reasonablecommercial standards of fair dealing.

(e) “Document” means document of title as defined in the generaldefinitions in chapter 671 (s. 671.201).

(g)(f) “Goods” means all things that which are treated as movable for thepurposes of a contract of storage or transportation.

(h)(g) “Issuer” means a bailee who issues a document of title or, in thecase of except that in relation to an unaccepted delivery order, it means theperson who orders the possessor of goods to deliver. The term Issuer includesa any person for which whom an agent or employee purports to act in issuinga document if the agent or employee has real or apparent authority to issuedocuments, notwithstanding that the issuer received no goods or that thegoods were misdescribed or that in any other respect the agent or employeeviolated his or her instructions.

(i) “Person entitled under the document”means the holder, in the case ofa negotiable document of title, or the person to which delivery of the goods isto be made by the terms of, or pursuant to instructions in a record under, anonnegotiable document of title.

(j) “Record”means information that is inscribed on a tangible medium orthat is stored in an electronic or other medium and is retrievable inperceivable form.


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(k) “Shipper”means a person that enters into a contract of transportationwith a carrier.

(l) “Sign” means, with present intent to authenticate or adopt a record:

1. To execute or adopt a tangible symbol; or

2. To attach to or logically associate with the record an electronic sound,symbol, or process.

(m)(h) “Warehouse” means “Warehouseman” is a person engaged in thebusiness of storing goods for hire.

(2) Other definitions applying to this chapter or to specified parts thereof,and the sections in which they appear are:

“Duly negotiate,” s. 677.501.

“Person entitled under the document,” s. 677.403(4).

(3) Definitions in other chapters applying to this chapter and the sectionsin which they appear are:

“Contract for sale,” s. 672.106.

“Overseas,” s. 672.323.

“Lessee in ordinary course of business,” s. 680.1031.

“Receipt” of goods, s. 672.103.

(3)(4) In addition, chapter 671 contains general definitions and principlesof construction and interpretation applicable throughout this chapter.


677.103 Relation of chapter to treaty, statute, tariff, classification, orregulation.—

(1) Except as otherwise provided in this chapter, this chapter is subject tothe extent that any treaty or statute of the United States to the extent thetreaty or statute, regulatory statute of this state or tariff, classification orregulation filed or issued pursuant thereto is applicable, the provisions ofthis chapter are subject thereto.

(2) This chapter does not modify or repeal any law prescribing the form orcontent of a document of title or the services or facilities to be afforded by abailee, or otherwise regulating a bailee’s business in respects not specificallytreated in this chapter. However, a violation of such a law does not affect thestatus of a document of title that otherwise is within the definition of adocument of title.


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(3) This chapter modifies, limits, and supersedes the federal ElectronicSignatures in Global and National Commerce Act, 15 U.S.C. ss. 7001, et seq.,but does not modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s.7001(c), or authorize electronic delivery of any of the notices described in s.103(b) of that act, 15 U.S.C. s. 7003(b).

(4) To the extent that there is a conflict between any provisions of thelaws of this state regarding electronic transactions and this chapter, thischapter governs.


677.104 Negotiable and nonnegotiable warehouse receipt, bill of ladingor other document of title.—

(1) Except as otherwise provided in subsection (3), a warehouse receipt,bill of lading or other document of title is negotiable:

(a) if by its terms the goods are to be delivered to bearer or to the order ofa named person; or

(b) Where recognized in overseas trade, if it runs to a named person orassigns.

(2) A document of title other than one described in subsection (1) Anyother document is nonnegotiable. A bill of lading that states in which it isstated that the goods are consigned to a named person is not made negotiableby a provision that the goods are to be delivered only against an a writtenorder in a record signed by the same or another named person.

(3) A document of title is nonnegotiable if, at the time it is issued, thedocument has a conspicuous legend, however expressed, that it is nonnegoti-able.


677.105 Reissuance in alternative medium Construction against nega-tive implication.—

(1) Upon request of a person entitled under an electronic document oftitle, the issuer of the electronic document may issue a tangible document oftitle as a substitute for the electronic document if:

(a) The person entitled under the electronic document surrenders controlof the document to the issuer; and

(b) The tangible document when issued contains a statement that it isissued in substitution for the electronic document.

(2) Upon issuance of a tangible document of title in substitution for anelectronic document of title in accordance with subsection (1):


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(a) The electronic document ceases to have any effect or validity; and

(b) The person that procured issuance of the tangible document warrantsto all subsequent persons entitled under the tangible document that thewarrantor was a person entitled under the electronic document when thewarrantor surrendered control of the electronic document to the issuer.

(3) Upon request of a person entitled under a tangible document of title,the issuer of the tangible document may issue an electronic document of titleas a substitute for the tangible document if:

(a) The person entitled under the tangible document surrenders posses-sion of the document to the issuer; and

(b) The electronic document when issued contains a statement that it isissued in substitution for the tangible document.

(4) Upon issuance of an electronic document of title in substitution for atangible document of title is accordance with subsection (3):

(a) The tangible document ceases to have any effect or validity; and

(b) The person that procured issuance of the electronic documentwarrants to all subsequent persons entitled under the electronic documentthat the warrantor was a person entitled under the tangible document whenthe warrantor surrendered possession of the tangible document to the issuer.The omission from either part II or part III of this chapter of a provisioncorresponding to a provision made in the other part does not imply that acorresponding rule of law is not applicable.

Section 22. Section 677.106, Florida Statutes, is created to read:

677.106 Control of electronic document of title.—

(1) A person has control of an electronic document of title if a systememployed for evidencing the transfer of interests in the electronic documentreliably establishes that person as the person to which the electronicdocument was issued or transferred.

(2) A system satisfies subsection (1), and a person is deemed to havecontrol of an electronic document of title, if the document is created, stored,and assigned in a manner that:

(a) A single authoritative copy of the document exists which is unique,identifiable, and, except as otherwise provided in paragraphs (d), (e), and (f),unalterable;

(b) The authoritative copy identifies the person asserting control as:

1. The person to which the document was issued; or


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2. If the authoritative copy indicates that the document has beentransferred, the person to which the document was most recently trans-ferred;

(c) The authoritative copy is communicated to and maintained by theperson asserting control or its designated custodian;

(d) Copies or amendments that add or change an identified assignee ofthe authoritative copy can be made only with the consent of the personasserting control;

(e) Each copy of the authoritative copy and any copy of a copy is readilyidentifiable as a copy that is not the authoritative copy; and

(f) Any amendment of the authoritative copy is readily identifiable asauthorized or unauthorized.


677.201 Persons that Who may issue a warehouse receipt; storage undergovernment bond.—

(1) A warehouse receipt may be issued by any warehouse warehouseman.

(2) If Where goods, including distilled spirits and agricultural commod-ities, are stored under a statute requiring a bond against withdrawal or alicense for the issuance of receipts in the nature of warehouse receipts, areceipt issued for the goods is deemed to be has like effect as a warehousereceipt even if though issued by a person that who is the owner of the goodsand is not a warehouse warehouseman.


677.202 Form of warehouse receipt; effect of omission essential terms;optional terms.—

(1) A warehouse receipt need not be in any particular form.

(2) Unless a warehouse receipt provides for embodies within its writtenor printed terms each of the following, the warehouse warehouseman is liablefor damages caused to a person injured by its by the omission to a personinjured thereby:

(a) A statement of the location of the warehouse facility where the goodsare stored;

(b) The date of issue of the receipt;

(c) The unique identification code consecutive number of the receipt;


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(d) A statement whether the goods received will be delivered to thebearer, to a named specified person, or to a named specified person or its hisor her order;

(e) The rate of storage and handling charges, unless except that wheregoods are stored under a field warehousing arrangement, in which case astatement of that fact is sufficient on a nonnegotiable receipt;

(f) A description of the goods or of the packages containing them;

(g) The signature of the warehouse or its warehouseman, which may bemade by his or her authorized agent;

(h) If the receipt is issued for goods that the warehouse owns of which thewarehouseman is owner, either solely, or jointly, or in common with others, astatement of the fact of that such ownership; and

(i) A statement of the amount of advances made and of liabilities incurredfor which the warehouse warehouseman claims a lien or security interest,unless (s. 677.209). If the precise amount of such advances made or of suchliabilities incurred is, at the time of the issue of the receipt is, unknown to thewarehouse warehouseman or to its his or her agent that issued the receipt, inwhich case who issues it, a statement of the fact that advances have beenmade or liabilities incurred and the purpose of the advances or liabilitiesthereof is sufficient.

(3) A warehouse warehouseman may insert in its his or her receipt anyother terms that which are not contrary to the provisions of this code and donot impair its his or her obligation of delivery under s. 677.403 (s. 677.403) orits his or her duty of care under s. 677.204 (s. 677.204). Any contraryprovision is provisions shall be ineffective.


677.203 Liability of nonreceipt or misdescription.—A party to or pur-chaser for value in good faith of a document of title, other than a bill of lading,that relies relying in either case upon the description therein of the goods inthe document may recover from the issuer damages caused by the nonreceiptor misdescription of the goods, except to the extent that:

(1) The document conspicuously indicates that the issuer does not knowwhether all or any part or all of the goods in fact were received or conform tothe description, such as a case in which as where the description is in terms ofmarks or labels or kind, quantity or condition, or the receipt or description isqualified by “contents, condition and quality unknown,” “said to contain,“ orwords of similar import the like, if such indication is be true;, or

(2) The party or purchaser otherwise has notice of the nonreceipt ormisdescription.



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677.204 Duty of care; contractual limitation of warehouse’s warehouse-man’s liability.—

(1) A warehouse warehouseman is liable for damages for loss of or injuryto the goods caused by its his or her failure to exercise such care with inregard to the goods that them as a reasonably careful person would exerciseunder similar like circumstances. but Unless otherwise agreed, the ware-house he or she is not liable for damages that which could not have beenavoided by the exercise of that such care.

(2) Damages may be limited by a term in the warehouse receipt orstorage agreement limiting the amount of liability in case of loss or damage,and setting forth a specific liability per article or item, or value per unit ofweight, or any other negotiated limitation of damages as agreed uponbetween the parties beyond which the warehouse is warehouseman shall notbe liable. Such a limitation is not effective with respect to the warehouse’sliability for conversion to its own use. On; provided, however, that suchliability may on written request of the bailor in a record at the time of signingthe such storage agreement or within a reasonable time after receipt of thewarehouse receipt, the warehouse’s liability may be increased on part or allof the goods covered by the storage agreement or the warehouse receipt. Inthis event, thereunder, in which event increased rates may be charged basedon an such increased valuation of the goods, but that no such increase shallbe permitted contrary to a lawful limitation of liability contained in thewarehouseman’s tariff, if any. No such limitation is effective with respect tothe warehouseman’s liability for conversion to his or her own use.

(3) Reasonable provisions as to the time and manner of presenting claimsand commencing actions based on the bailment may be included in thewarehouse receipt or storage agreement.

(4)(3) This section does not impair or repeal any statute which imposes ahigher responsibility upon the warehouse warehouseman or invalidatescontractual limitations which would be permissible under this chapter.


677.205 Title under warehouse receipt defeated in certain cases.—Abuyer in the ordinary course of business of fungible goods sold and deliveredby a warehouse that warehouseman who is also in the business of buying andselling such goods takes the goods free of any claim under a warehousereceipt even if the receipt is negotiable and though it has been dulynegotiated.


677.206 Termination of storage at warehouse’s warehouseman’s option.

(1) A warehouse, by giving notice to warehouseman may on notifying theperson on whose account the goods are held and any other person known toclaim an interest in the goods, may require payment of any charges and


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removal of the goods from the warehouse at the termination of the period ofstorage fixed by the document of title or by a nonnegotiable warehousereceipt, or, if a no period is not fixed, within a stated period not less than 30days after the warehouse gives notice notification. If the goods are notremoved before the date specified in the notice notification, the warehousewarehouseman may sell them pursuant to s. 677.210 in accordance with theprovisions of the section on enforcement of a warehouseman’s lien (s.677.210).

(2) If a warehouse warehouseman in good faith believes that the goodsare about to deteriorate or decline in value to less than the amount of its hisor her lien within the time provided prescribed in subsection (1) and s.677.210 for notification, advertisement and sale, the warehouse warehouse-man may specify in the notice given under subsection (1) notification anyreasonable shorter time for removal of the goods and, if in case the goods arenot removed, may sell them at public sale held not less than 1 week after asingle advertisement or posting.

(3) If, as a result of a quality or condition of the goods of which thewarehouse did not have warehouseman had no notice at the time of deposit,the goods are a hazard to other property, or to the warehouse facilities, orother to persons, the warehouse warehouseman may sell the goods at publicor private sale without advertisement or posting on reasonable notification toall persons known to claim an interest in the goods. If the warehouse,warehouseman after a reasonable effort, is unable to sell the goods, it he orshe may dispose of them in any lawful manner and does not shall incur noliability by reason of that such disposition.

(4) A warehouse shall The warehouseman must deliver the goods to anyperson entitled to them under this chapter upon due demand made at anytime before prior to sale or other disposition under this section.

(5) A warehouse The warehouseman may satisfy its his or her lien fromthe proceeds of any sale or disposition under this section but shall must holdthe balance for delivery on the demand of any person to which the warehousewhom he or she would have been bound to deliver the goods.


677.207 Goods shall must be kept separate; fungible goods.—

(1) Unless the warehouse receipt otherwise provides otherwise, a ware-house shall warehouseman must keep separate the goods covered by eachreceipt so as to permit at all times identification and delivery of those goods.However, except that different lots of fungible goods may be commingled.

(2) If different lots of fungible goods are so commingled, the goods areowned in common by the persons entitled thereto and the warehousewarehouseman is severally liable to each owner for that owner’s share. If,Where because of overissue, a mass of fungible goods is insufficient to meet


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all the receipts which the warehouse warehouseman has issued against it,the persons entitled include all holders to whom overissued receipts havebeen duly negotiated.


677.208 Altered warehouse receipts.—If Where a blank in a negotiablewarehouse receipt has been filled in without authority, a good faithpurchaser for value and without notice of the lack want of authority maytreat the insertion as authorized. Any other unauthorized alteration leavesany tangible or electronic warehouse receipt enforceable against the issueraccording to its original tenor.


677.209 Lien of warehouse warehouseman.—

(1) A warehouse warehouseman has a lien against the bailor on the goodscovered by a warehouse receipt or storage agreement or on the proceedsthereof in its his or her possession for charges for storage or transportation,including demurrage and terminal charges (including demurrage andterminal charges), insurance, labor, or other charges, present or future, inrelation to the goods, and for expenses necessary for preservation of the goodsor reasonably incurred in their sale pursuant to law. If the person on whoseaccount the goods are held is liable for similar like charges or expenses inrelation to other goods whenever deposited and it is stated in the warehousereceipt or storage agreement that a lien is claimed for charges and expensesin relation to other goods, the warehouse warehouseman also has a lienagainst the goods covered by the warehouse receipt or storage agreement oron the proceeds thereof in its possession him or her for those such chargesand expenses, whether or not the other goods have been delivered by thewarehouse warehouseman. However, as But against a person to which whoma negotiable warehouse receipt is duly negotiated, a warehouse’s ware-houseman’s lien is limited to charges in an amount or at a rate specified in onthe warehouse receipt or, if no charges are so specified, then to a reasonablecharge for storage of the specific goods covered by the receipt subsequent tothe date of the receipt.

(2) A warehouse The warehouseman may also reserve a security interestagainst the bailor for the a maximum amount specified on the receipt forcharges other than those specified in subsection (1), such as for moneyadvanced and interest. The Such a security interest is governed by chapter679 the chapter on secured transactions (chapter 679).

(3) A warehouse’s warehouseman’s lien for charges and expenses undersubsection (1) or a security interest under subsection (2) is also effectiveagainst any person that who so entrusted the bailor with possession of thegoods that a pledge of them by the bailor him or her to a good faith good faithpurchaser for value would have been valid. However, the lien or securityinterest but is not effective against a person that before issuance of a


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document of title had a legal interest or a perfected security interest in thegoods and that did not:

(a) Deliver or entrust the goods or any document of title covering thegoods to the bailor or the bailor’s nominee with:

1. Actual or apparent authority to ship, store, or sell;

2. Power to obtain delivery under s. 677.403; or

3. Power of disposition under s. 672.403, s. 680.304(2), s. 680.305(2), s.679.320, or s. 679.321(3) or other statute or rule of law; or

(b) Acquiesce in the procurement by the bailor or its nominee of anydocument as to whom the document confers no right in the goods covered byit under s. 677.503.

(4) A warehouse’s lien on household goods for charges and expenses inrelation to the goods under subsection (1) is also effective against all personsif the depositor was the legal possessor of the goods at the time of deposit. Inthis subsection, the term “household goods”means furniture, furnishings, orpersonal effects used by the depositor in a dwelling.

(5)(4) A warehouse warehouseman loses its his or her lien on any goodsthat it which he or she voluntarily delivers or which he or she unjustifiablyrefuses to deliver.


677.210 Enforcement of warehouse’s warehouseman’s lien.—

(1) Except as provided in subsection (2), a warehouse’s warehouseman’slien may be enforced by public or private sale of the goods, in bulk or inpackages in block or in parcels, at any time or place and on any terms thatwhich are commercially reasonable, after notifying all persons known toclaim an interest in the goods. The Such notification shall must include astatement of the amount due, the nature of the proposed sale, and the timeand place of any public sale. The fact that a better price could have beenobtained by a sale at a different time or in a different method from thatselected by the warehouse warehouseman is not of itself sufficient toestablish that the sale was not made in a commercially reasonable manner.The warehouse sells in a commercially reasonable manner if the warehouseIf the warehouseman either sells the goods in the usual manner in anyrecognized market therefor, or if he or she sells at the price current in thatsuch market at the time of the his or her sale, or if he or she has otherwisesells sold in conformity with commercially reasonable practices amongdealers in the type of goods sold, he or she has sold in a commerciallyreasonable manner. A sale of more goods than apparently necessary to beoffered to ensure satisfaction of the obligation is not commercially reasonableexcept in cases covered by the preceding sentence.


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(2) A warehouse may enforce its warehouseman’s lien on goods, otherthan goods stored by a merchant in the course of its his or her business, onlyif the following requirements are satisfied may be enforced only as follows:

(a) All persons known to claim an interest in the goods shall must benotified.

(b) The notification must be delivered in person or sent by registered orcertified letter to the last known address of any person to be notified.

(c) The notification shall must include an itemized statement of theclaim, a description of the goods subject to the lien, a demand for paymentwithin a specified time not less than 10 days after receipt of the notification,and a conspicuous statement that unless the claim is paid within that timethe goods will be advertised for sale and sold by auction at a specified timeand place.

(d) The sale shall must conform to the terms of the notification.

(e) The sale shall must be held at the nearest suitable place to that wherethe goods are held or stored.

(f) After the expiration of the time given in the notification, anadvertisement of the sale shall must be published once a week for 2 weeksconsecutively in a newspaper of general circulation where the sale is to beheld. The advertisement shall must include a description of the goods, thename of the person on whose account they are being held, and the time andplace of the sale. The sale shall must take place at least 15 days after the firstpublication. If there is no newspaper of general circulation where the sale isto be held, the advertisement shall must be posted at least 10 days before thesale in not fewer less than 6 conspicuous places in the neighborhood of theproposed sale.

(3) Before any sale pursuant to this section any person claiming a right inthe goods may pay the amount necessary to satisfy the lien and thereasonable expenses incurred in complying with under this section. Inthat event, the goods may must not be sold, but shall must be retained by thewarehouse warehouseman subject to the terms of the receipt and thischapter.

(4) A warehouse The warehouseman may buy at any public sale heldpursuant to this section.

(5) A purchaser in good faith of goods sold to enforce a warehouse’swarehouseman’s lien takes the goods free of any rights of persons againstwhich whom the lien was valid, despite the warehouse’s noncompliance bythe warehouseman with the requirements of this section.

(6) A warehouse The warehouseman may satisfy its his or her lien fromthe proceeds of any sale pursuant to this section but shall must hold the


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balance, if any, for delivery on demand to any person to which the warehousewhom he or she would have been bound to deliver the goods.

(7) The rights provided by this section shall be in addition to all otherrights allowed by law to a creditor against a his or her debtor.

(8) If Where a lien is on goods stored by a merchant in the course of its hisor her business, the lien may be enforced in accordance with eithersubsection (1) or subsection (2).

(9) A warehouse The warehouseman is liable for damages caused byfailure to comply with the requirements for sale under this section, and incase of willful violation, is liable for conversion.


677.301 Liability for nonreceipt or misdescription; “said to contain”;“shipper’s weight, load, and count”; improper handling.—

(1) A consignee of a nonnegotiable bill of lading which who has givenvalue in good faith, or a holder to which whom a negotiable bill has been dulynegotiated, relying in either case upon the description therein of the goods inthe bill, or upon the date therein shown in the bill, may recover from theissuer damages caused by the misdating of the bill or the nonreceipt ormisdescription of the goods, except to the extent that the bill documentindicates that the issuer does not knowwhether any part or all of the goods infact were received or conform to the description, such as in the case in whichwhere the description is in terms of marks or labels or kind, quantity, orcondition or the receipt or description is qualified by “contents or condition ofcontents of packages unknown,” “said to contain,” “shipper’s weight, load,and count” or words of similar import the like, if that such indication is betrue.

(2) If When goods are loaded by the an issuer of a bill of lading: who is acommon carrier,

(a) The issuer shall must count the packages of goods if shipped inpackages package freight and ascertain the kind and quantity if shipped inbulk; and freight.

(b) Words In such as cases “shipper’s weight, load, and count” or otherwords of similar import indicating that the description was made by theshipper are ineffective except as to goods freight concealed in by packages.

(3) If When bulk goods are freight is loaded by a shipper that who makesavailable to the issuer of a bill of lading adequate facilities for weighing thosegoods, the such freight, an issuer shall who is a common carrier mustascertain the kind and quantity within a reasonable time after receiving theshipper’s written request of the shipper to do so. In that case such cases“shipper’s weight, load, and count” or other words of similar import likepurport are ineffective.


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(4) The issuer of a bill of lading, may by including inserting in the bill thewords “shipper’s weight, load, and count” or other words of similar import,may like purport indicate that the goods were loaded by the shipper,; and ifthat such statement is be true, the issuer is shall not be liable for damagescaused by the improper loading. However, But their omission of such wordsdoes not imply liability for such damages caused by improper loading.

(5) A The shipper guarantees shall be deemed to have guaranteed to anthe issuer the accuracy at the time of shipment of the description, marks,labels, number, kind, quantity, condition and weight, as furnished by theshipper, him or her; and the shipper shall indemnify the issuer againstdamage caused by inaccuracies in those such particulars. This The right ofthe issuer to such indemnity does not shall in no way limit the issuer’s his orher responsibility or and liability under the contract of carriage to any personother than the shipper.


677.302 Through bills of lading and similar documents of title.—

(1) The issuer of a through bill of lading, or other document of titleembodying an undertaking to be performed in part by a person personsacting as its agent agents or by a performing carrier, connecting carriers isliable to any person anyone entitled to recover on the bill or other documentfor any breach by the such other person persons or the performing by aconnecting carrier of its obligation under the bill or other document.However, but to the extent that the bill or other document covers anundertaking to be performed overseas or in territory not contiguous to thecontinental United States or an undertaking including matters other thantransportation, this liability for breach by the other person or the performingcarrier may be varied by agreement of the parties.

(2) IfWhere goods covered by a through bill of lading or other document oftitle embodying an undertaking to be performed in part by a person personsother than the issuer are received by that any such person, the person he orshe is subject, with respect to its his or her own performance while the goodsare in its his or her possession, to the obligation of the issuer. The person’sHis or her obligation is discharged by delivery of the goods to another suchperson pursuant to the bill or other document, and does not include liabilityfor breach by any other person such persons or by the issuer.

(3) The issuer of a such through bill of lading or other document of titledescribed in subsection (1) is shall be entitled to recover from the performingconnecting carrier, or such other person in possession of the goods when thebreach of the obligation under the bill or other document occurred:,

(a) The amount it may be required to pay to any person anyone entitled torecover on the bill or other document for the breach therefor, as may beevidenced by any receipt, judgment, or transcript of judgment; thereof, and


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(b) The amount of any expense reasonably incurred by the insurer it indefending any action commenced brought by any person anyone entitled torecover on the bill or other document for the breach therefor.


677.303 Diversion; reconsignment; change of instructions.—

(1) Unless the bill of lading otherwise provides, a the carrier may deliverthe goods to a person or destination other than that stated in the bill or mayotherwise dispose of the goods, without liability for misdelivery, oninstructions from:

(a) The holder of a negotiable bill; or

(b) The consignor on a nonnegotiable bill, even if the consignee has givennotwithstanding contrary instructions from the consignee; or

(c) The consignee on a nonnegotiable bill in the absence of contraryinstructions from the consignor, if the goods have arrived at the billeddestination or if the consignee is in possession of the tangible bill or in controlof the electronic bill; or

(d) The consignee on a nonnegotiable bill, if the consignee he or she isentitled as against the consignor to dispose of the goods them.

(2) Unless such instructions described in subsection (1) are included innoted on a negotiable bill of lading, a person to which whom the bill is dulynegotiated may can hold the bailee according to the original terms.


677.304 Tangible bills of lading in a set.—

(1) Except as where customary in international overseas transportation,a tangible bill of lading may must not be issued in a set of parts. The issuer isliable for damages caused by violation of this subsection.

(2) If Where a tangible bill of lading is lawfully issued drawn in a set ofparts, each of which contains an identification code is numbered and isexpressed to be valid only if the goods have not been delivered against anyother part, the whole of the parts constitutes constitute one bill.

(3) If Where a tangible negotiable bill of lading is lawfully issued in a setof parts and different parts are negotiated to different persons, the title of theholder to which whom the first due negotiation is made prevails as to both thedocument of title and the goods even if though any later holder may havereceived the goods from the carrier in good faith and discharged the carrier’sobligation by surrendering its surrender of his or her part.


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(4) A Any person that who negotiates or transfers a single part of atangible bill of lading issued drawn in a set is liable to holders of that part asif it were the whole set.

(5) The bailee shall is obliged to deliver in accordance with part IV of thischapter against the first presented part of a tangible bill of lading lawfullydrawn in a set. Such Delivery in this manner discharges the bailee’sobligation on the whole bill.


677.305 Destination bills.—

(1) Instead of issuing a bill of lading to the consignor at the place ofshipment, a carrier, may at the request of the consignor, may procure the billto be issued at destination or at any other place designated in the request.

(2) Upon request of any person anyone entitled as against the carrier tocontrol the goods while in transit and on surrender of possession or control ofany outstanding bill of lading or other receipt covering such goods, the issuer,subject to s. 677.105, may procure a substitute bill to be issued at any placedesignated in the request.


677.307 Lien of carrier.—

(1) A carrier has a lien on the goods covered by a bill of lading or on theproceeds thereof in its possession for charges after subsequent to the date ofthe carrier’s its receipt of the goods for storage or transportation, includingdemurrage and terminal charges, (including demurrage and terminalcharges) and for expenses necessary for preservation of the goods incidentto their transportation or reasonably incurred in their sale pursuant to law.However, But against a purchaser for value of a negotiable bill of lading, acarrier’s lien is limited to charges stated in the bill or the applicable tariffs,or, if no charges are stated, then to a reasonable charge.

(2) A lien for charges and expenses under subsection (1) on goods thatwhich the carrier was required by law to receive for transportation iseffective against the consignor or any person entitled to the goods unless thecarrier had notice that the consignor lacked authority to subject the goods tothose such charges and expenses. Any other lien under subsection (1) iseffective against the consignor and any person that who permitted the bailorto have control or possession of the goods unless the carrier had notice thatthe bailor lacked such authority.

(3) A carrier loses its his or her lien on any goods that it which the carriervoluntarily delivers or which he or she unjustifiably refuses to deliver.



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677.308 Enforcement of carrier’s lien.—

(1) A carrier’s lien on goods may be enforced by public or private sale ofthe goods, in bulk block or in packages parcels, at any time or place and onany terms that which are commercially reasonable, after notifying allpersons known to claim an interest in the goods. The Such notificationshall must include a statement of the amount due, the nature of the proposedsale, and the time and place of any public sale. The fact that a better pricecould have been obtained by a sale at a different time or in a method differentmethod from that selected by the carrier is not of itself sufficient to establishthat the sale was not made in a commercially reasonable manner. If Thecarrier either sells the goods in a commercially reasonable the usual mannerin any recognized market therefor or if the carrier he or she sells the goods inthe usual manner in any recognized market therefor, sells at the pricecurrent in that such market at the time of the his or her sale, or if the carrierhas otherwise sells sold in conformity with commercially reasonablepractices among dealers in the type of goods sold he or she has sold in acommercially reasonable manner. A sale of more goods than apparentlynecessary to be offered to ensure satisfaction of the obligation is notcommercially reasonable, except in cases covered by the preceding sentence.

(2) Before any sale pursuant to this section, any person claiming a rightin the goods may pay the amount necessary to satisfy the lien and thereasonable expenses incurred in complying with under this section. In thatevent, the goods may must not be sold, but shall must be retained by thecarrier, subject to the terms of the bill of lading and this chapter.

(3) The carrier may buy at any public sale pursuant to this section.

(4) A purchaser in good faith of goods sold to enforce a carrier’s lien takesthe goods free of any rights of persons against which whom the lien was valid,despite the carrier’s noncompliance by the carrier with the requirements ofthis section.

(5) A The carrier may satisfy its his or her lien from the proceeds of anysale pursuant to this section but shall must hold the balance, if any, fordelivery on demand to any person to which whom the carrier would havebeen bound to deliver the goods.

(6) The rights provided by this section are shall be in addition to all otherrights allowed by law to a creditor against a his or her debtor.

(7) A carrier’s lien may be enforced pursuant to in accordance with eithersubsection (1) or the procedure set forth in s. 677.210(2).

(8) A The carrier is liable for damages caused by failure to comply withthe requirements for sale under this section and, in case of willful violation, isliable for conversion.



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677.309 Duty of care; contractual limitation of carrier’s liability.—

(1) A carrier that who issues a bill of lading, whether negotiable ornonnegotiable, shall must exercise the degree of care in relation to the goodswhich a reasonably careful person would exercise under similar likecircumstances. This subsection does not affect repeal or change any statute,regulation, law or rule of law that which imposes liability upon a commoncarrier for damages not caused by its negligence.

(2) Damages may be limited by a term in the bill of lading or in atransportation agreement provision that the carrier’s liability may shall notexceed a value stated in the bill or transportation agreement document if thecarrier’s rates are dependent upon value and the consignor by the carrier’stariff is afforded an opportunity to declare a higher value and the consignoror a value as lawfully provided in the tariff, or where no tariff is filed he or sheis otherwise advised of the such opportunity. However,; but no such alimitation is not effective with respect to the carrier’s liability for conversionto its own use.

(3) Reasonable provisions as to the time and manner of presenting claimsand commencing instituting actions based on the shipment may be includedin the bill of lading or a transportation agreement tariff.


677.401 Irregularities in issue of receipt or bill or conduct of issuer.—Theobligations imposed by this chapter on an issuer apply to a document of titleeven if regardless of the fact that:

(1) The document does may not comply with the requirements of thischapter or of any other statute, rule of law, law or regulation regarding itsissuance issue, form, or content; or

(2) The issuer may have violated laws regulating the conduct of its his orher business; or

(3) The goods covered by the document were owned by the bailee when atthe time the document was issued; or

(4) The person issuing the document is not a warehouse but the documentdoes not come within the definition of warehouseman if it purports to be awarehouse receipt.


677.402 Duplicate document of title receipt or bill; overissue.—Neither Aduplicate or nor any other document of title purporting to cover goods alreadyrepresented by an outstanding document of the same issuer does not conferconfers any right in the goods, except as provided in the case of tangible billsof lading in a set of parts, overissue of documents for fungible goods, andsubstitutes for lost, stolen or destroyed documents, or substitute documents


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issued pursuant to s. 677.105. But The issuer is liable for damages caused byits his or her overissue or failure to identify a duplicate document as such by aconspicuous notation on its face.


677.403 Obligation of bailee warehouseman or carrier to deliver; excuse.

(1) A The bailee shall must deliver the goods to a person entitled under athe document of title if the person who complies with subsections (2) and (3),unless and to the extent that the bailee establishes any of the following:

(a) Delivery of the goods to a person whose receipt was rightful as againstthe claimant;

(b) Damage to or delay, loss or destruction of the goods for which thebailee is not liable, but the burden of establishing negligence in such caseswhen value of such damage, delay, loss, or destruction exceeds $10,000 is onthe person entitled under the document;.

(c) Previous sale or other disposition of the goods in lawful enforcement ofa lien or on a warehouse’s warehouseman’s lawful termination of storage;

(d) The exercise by a seller of its his or her right to stop delivery pursuantto s. 672.705 or by a lessor of its right to stop delivery pursuant to s. 680.526the provisions of the chapter on sales (s. 672.705);

(e) A diversion, reconsignment, or other disposition pursuant to s.677.303 the provisions of this chapter (s. 677.303) or tariff regulating suchright;

(f) Release, satisfaction, or any other fact affording a personal defenseagainst the claimant; or

(g) Any other lawful excuse.

(2) A person claiming goods covered by a document of title shall mustsatisfy the bailee’s lien if where the bailee so requests or if where the bailee isprohibited by law from delivering the goods until the charges are paid.

(3) Unless a the person claiming the goods is a person one against whichwhom the document of title does not confer a confers no right under s.677.503(1):,

(a) The person claiming under a document shall he or she must surrenderpossession or control of any outstanding negotiable document covering thegoods for cancellation or indication of partial deliveries; and

(b) for cancellation or notation of partial deliveries any outstandingnegotiable document covering the goods, and The bailee shall must cancel thedocument or conspicuously indicate in the document note the partial delivery


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thereon or the bailee is be liable to any person to which whom the documentis duly negotiated.

(4) “Person entitled under the document” means holder in the case of anegotiable document, or the person to whom delivery is to be made by theterms of or pursuant to written instructions under a nonnegotiabledocument.


677.404 No liability for good faith delivery pursuant to document of titlereceipt or bill.—A bailee that who in good faith including observance ofreasonable commercial standards has received goods and delivered orotherwise disposed of the goods them according to the terms of the documentof title or pursuant to this chapter is not liable for the goods therefor. Thisrule applies even if:

(1) though The person from which the bailee whom he or she received thegoods did not have had no authority to procure the document or to dispose ofthe goods; or

(2) The and even though the person to which the bailee whom he or shedelivered the goods did not have had no authority to receive the goods them.


677.501 Form of negotiation and requirements of “due negotiation.”—

(1) The following rules apply to a negotiable tangible document of title:

(a) If the document’s original terms run running to the order of a namedperson, the document is negotiated by the named person’s indorsement anddelivery. After the named person’s his or her indorsement in blank or tobearer, any person may can negotiate the document it by delivery alone.

(b) If the document’s original

(2)(a) A negotiable document of title is also negotiated by delivery alonewhen by its original terms run it runs to bearer, it is negotiated by deliveryalone.

(c) If the document’s original terms run

(b) When a document running to the order of a named person and it isdelivered to the named person, him or her the effect is the same as if thedocument had been negotiated.

(d)(3) Negotiation of the a negotiable document of title after it has beenindorsed to a named specified person requires indorsement by the namedperson and special indorsee as well as delivery.


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(e)(4) A negotiable document of title is duly negotiated if “duly nego-tiated” when it is negotiated in the manner stated in this subsection sectionto a holder that who purchases it in good faith, without notice of any defenseagainst or claim to it on the part of any person, and for value, unless it isestablished that the negotiation is not in the regular course of business orfinancing or involves receiving the document in settlement or payment of amoney obligation.

(2) The following rules apply to a negotiable electronic document of title:

(a) If the document’s original terms run to the order of a named person orto bearer, the document is negotiated by delivery of the document to anotherperson. Indorsement by the named person is not required to negotiate thedocument.

(b) If the document’s original terms run to the order of a named personand the named person has control of the document, the effect is the same as ifthe document had been negotiated.

(c) A document is duly negotiated if it is negotiated in the manner statedin this subsection to a holder that purchases it in good faith, without notice ofany defense against or claim to it on the part of any person, and for value,unless it is established that the negotiation is not in the regular course ofbusiness or financing or involves taking delivery of the document insettlement or payment of a monetary obligation.

(3)(5) Indorsement of a nonnegotiable document of title neither makes itnegotiable nor adds to the transferee’s rights.

(4)(6) The naming in a negotiable bill of lading of a person to be notified ofthe arrival of the goods does not limit the negotiability of the bill or norconstitute notice to a purchaser of the bill thereof of any interest of that suchperson in the goods.


677.502 Rights acquired by due negotiation.—

(1) Subject to ss. the following section and to the provisions of s. 677.205and 677.503 on fungible goods, a holder to which whom a negotiabledocument of title has been duly negotiated acquires thereby:

(a) Title to the document;

(b) Title to the goods;

(c) All rights accruing under the law of agency or estoppel, includingrights to goods delivered to the bailee after the document was issued; and

(d) The direct obligation of the issuer to hold or deliver the goodsaccording to the terms of the document free of any defense or claim by the


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issuer him or her except those arising under the terms of the document orunder this chapter, but. in the case of a delivery order, the bailee’s obligationaccrues only upon the bailee’s acceptance of the delivery order and theobligation acquired by the holder is that the issuer and any indorser willprocure the acceptance of the bailee.

(2) Subject to the following section, title and rights so acquired by duenegotiation are not defeated by any stoppage of the goods represented by thedocument of title or by surrender of the such goods by the bailee, and are notimpaired even if:

(a) though The due negotiation or any prior due negotiation constituted abreach of duty; or even though

(b) Any person has been deprived of possession of a negotiable tangiblethe document or control of a negotiable electronic document by misrepre-sentation, fraud, accident, mistake, duress, loss, theft, or conversion;, or eventhough

(c) A previous sale or other transfer of the goods or document has beenmade to a third person.


677.503 Document of title to goods defeated in certain cases.—

(1) A document of title confers no right in goods against a person that whobefore issuance of the document had a legal interest or a perfected securityinterest in the goods them and that did not who neither:

(a) Deliver or entrust the goods Delivered or entrusted them or anydocument of title covering the goods them to the bailor or the bailor’snominee with:

1. Actual or apparent authority to ship, store, or sell; or with

2. Power to obtain delivery under s. 677.403; this chapter (s. 677.403) orwith

3. Power of disposition under s. 672.403, s. 680.304(2), s. 680.305(2), s.679.320, or s. 679.321(3) this code (ss. 672.403 and 679.320) or other statuteor rule of law; or nor

(b)(b) Acquiesce Acquiesced in the procurement by the bailor or its thebailor’s nominee of any document of title.

(2) Title to goods based upon an unaccepted delivery order is subject tothe rights of any person anyone to which whom a negotiable warehousereceipt or bill of lading covering the goods has been duly negotiated. ThatSuch a title may be defeated under the next section to the same extent as therights of the issuer or a transferee from the issuer.


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(3) Title to goods based upon a bill of lading issued to a freight forwarderis subject to the rights of any person anyone to which whom a bill issued bythe freight forwarder is duly negotiated. However,; but delivery by the carrierin accordance with part IV of this chapter pursuant to its own bill of ladingdischarges the carrier’s obligation to deliver.


677.504 Rights acquired in the absence of due negotiation; effect ofdiversion; seller’s stoppage of delivery.—

(1) A transferee of a document of title, whether negotiable or nonnegoti-able, to which whom the document has been delivered but not dulynegotiated, acquires the title and rights that its which his or her transferorhad or had actual authority to convey.

(2) In the case of a transfer of a nonnegotiable document of title, until butnot after the bailee receives notice notification of the transfer, the rights ofthe transferee may be defeated:

(a) By those creditors of the transferor which who could treat the transfersale as void under s. 672.402 or s. 680.308; or

(b) By a buyer from the transferor in ordinary course of business if thebailee has delivered the goods to the buyer or received notification of thebuyer’s his or her rights; or

(c) By a lessee from the transferor in ordinary course of business if thebailee has delivered the goods to the lessee or received notification of thelessee’s rights; or

(d)(c) As against the bailee, by good-faith good faith dealings of the baileewith the transferor.

(3) A diversion or other change of shipping instructions by the consignorin a nonnegotiable bill of lading which causes the bailee not to deliver to theconsignee defeats the consignee’s title to the goods if the goods they havebeen delivered to a buyer or a lessee in ordinary course of business and, inany event, defeats the consignee’s rights against the bailee.

(4) Delivery of the goods pursuant to a nonnegotiable document of titlemay be stopped by a seller under s. 672.705 or by a lessor under s. 680.526,and subject to the requirements requirement of due notification thereprovided. A bailee that honors honoring the seller’s or lessor’s instructions isentitled to be indemnified by the seller or lessor against any resulting loss orexpense.



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677.505 Indorser not a guarantor for other parties.—The indorsement ofa tangible document of title issued by a bailee does not make the indorserliable for any default by the bailee or by previous indorsers.


677.506 Delivery without indorsement; right to compel indorsement.—The transferee of a negotiable tangible document of title has a specificallyenforceable right to have its his or her transferor supply any necessaryindorsement but the transfer becomes a negotiation only as of the time theindorsement is supplied.


677.507 Warranties on negotiation or delivery of document of titletransfer of receipt or bill.—If Where a person negotiates or delivers transfersa document of title for value, otherwise than as a mere intermediary underthe next following section, then unless otherwise agreed, the transferor, inaddition to any warranty made in selling or leasing the goods, personwarrants to its his or her immediate purchaser only that in addition to anywarranty made in selling the goods:

(1) That The document is genuine; and

(2) The transferor does not have That he or she has no knowledge of anyfact that which would impair the document’s its validity or worth; and

(3) The That his or her negotiation or delivery transfer is rightful andfully effective with respect to the title to the document and the goods itrepresents.


677.508 Warranties of collecting bank as to documents of title.—Acollecting bank or other intermediary known to be entrusted with documentsof title on behalf of another or with collection of a draft or other claim againstdelivery of documents warrants by the such delivery of the documents onlyits own good faith and authority. This rule applies even if though thecollecting bank or other intermediary has purchased or made advancesagainst the claim or draft to be collected.


677.509 Receipt or bill; when Adequate compliance with commercialcontract.—The question Whether a document of title is adequate to fulfill theobligations of a contract for sale, or the conditions of a letter of credit, or acontract for lease is determined governed by chapter 672, chapter 675, orchapter 680 the chapters on sales (chapter 672) and on letters of credit(chapter 675).



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677.601 Lost, stolen, or destroyed and missing documents of title.—

(1) If a document of title is has been lost, stolen, or destroyed, a court mayorder delivery of the goods or issuance of a substitute document and thebailee may without liability to any person comply with the such order. If thedocument was negotiable, a court may not order delivery of the goods or theissuance of a substitute document without the claimant’s posting claimantmust post security unless it finds that approved by the court to indemnify anyperson that who may suffer loss as a result of nonsurrender of possession orcontrol of the document is adequately protected against the loss. If thedocument was nonnegotiable not negotiable, the court such security mayrequire security be required at the discretion of the court. The court may alsoin its discretion order payment of the bailee’s reasonable costs and attorney’scounsel fees in any action under this subsection.

(2) A bailee that, who without a court order, delivers goods to a personclaiming under a missing negotiable document of title is liable to any personinjured thereby., and If the delivery is not in good faith, the bailee is becomesliable for conversion. Delivery in good faith is not conversion if made inaccordance with a filed classification or tariff or, where no classification ortariff is filed, if the claimant posts security with the bailee in an amount atleast double the value of the goods at the time of posting to indemnify anyperson injured by the delivery which who files a notice of claim within 1 yearafter the delivery.


677.602 Judicial process against Attachment of goods covered by anegotiable document of title.—Unless a Except where the document oftitle was originally issued upon delivery of the goods by a person that did nothave who had no power to dispose of them, a no lien does not attach attachesby virtue of any judicial process to goods in the possession of a bailee forwhich a negotiable document of title is outstanding unless possession orcontrol of the document is be first surrendered to the bailee or the document’sits negotiation is enjoined., and The bailee may shall not be compelled todeliver the goods pursuant to process until possession or control of thedocument is surrendered to the bailee or to him or her or impounded by thecourt. A purchaser of One who purchases the document for value withoutnotice of the process or injunction takes free of the lien imposed by judicialprocess.


677.603 Conflicting claims; interpleader.—If more than one personclaims title to or possession of the goods, the bailee is excused from deliveryuntil the bailee he or she has had a reasonable time to ascertain the validityof the adverse claims or to commence bring an action for to compel allclaimants to interplead and may compel such interpleader. The bailee mayassert an interpleader, either in defending an action for nondelivery of thegoods, or by original action, whichever is appropriate.


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Section 57. Subsection (7) is added to section 678.1031, Florida Statutes,to read:

678.1031 Rules for determining whether certain obligations and inter-ests are securities or financial assets.—

(7) A document of title is not a financial asset unless s. 678.1021(1)(i)2.applies.




“Applicant” s. 675.103.

“Beneficiary” s. 675.103.

“Broker” s. 678.1021.

“Certificated security” s. 678.1021.

“Check” s. 673.1041.

“Clearing corporation” s. 678.1021.

“Contract for sale” s. 672.106.

“Control” s. 677.106.

“Customer” s. 674.104.

“Entitlement holder” s. 678.1021.

“Financial asset” s. 678.1021.

“Holder in due course” s. 673.3021.

“Issuer” (with respect to a letter of credit or letter-of-credit right) s.675.103.

“Issuer” (with respect to a security) s. 678.2011.

“Issuer” (with respect to documents of title) s. 677.102.

“Lease” s. 680.1031.

“Lease agreement” s. 680.1031.

“Lease contract” s. 680.1031.


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“Leasehold interest” s. 680.1031.

“Lessee” s. 680.1031.

“Lessee in ordinary course of business” s. 680.1031.

“Lessor” s. 680.1031.

“Lessor’s residual interest” s. 680.1031.

“Letter of credit” s. 675.103.

“Merchant” s. 672.104.

“Negotiable instrument” s. 673.1041.

“Nominated person” s. 675.103.

“Note” s. 673.1041.

“Proceeds of a letter of credit” s. 675.114.

“Prove” s. 673.1031.

“Sale” s. 672.106.

“Securities account” s. 678.5011.

“Securities intermediary” s. 678.1021.

“Security” s. 678.1021.

“Security certificate” s. 678.1021.

“Security entitlement” s. 678.1021.

“Uncertificated security” s. 678.1021.


679.2031 Attachment and enforceability of security interest; proceeds;supporting obligations; formal requisites.—

(2) Except as otherwise provided in subsections (3) through (10), asecurity interest is enforceable against the debtor and third parties withrespect to the collateral only if:

(a) Value has been given;

(b) The debtor has rights in the collateral or the power to transfer rightsin the collateral to a secured party; and


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(c) One of the following conditions is met:

1. The debtor has authenticated a security agreement that provides adescription of the collateral and, if the security interest covers timber to becut, a description of the land concerned;

2. The collateral is not a certificated security and is in the possession ofthe secured party under s. 679.3131 pursuant to the debtor’s securityagreement;

3. The collateral is a certificated security in registered form and thesecurity certificate has been delivered to the secured party under s. 678.3011pursuant to the debtor’s security agreement; or

4. The collateral is deposit accounts, electronic chattel paper, investmentproperty, or letter-of-credit rights, or electronic documents, and the securedparty has control under s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s.679.1071 pursuant to the debtor’s security agreement.


679.2071 Rights and duties of secured party having possession or controlof collateral.—

(3) Except as otherwise provided in subsection (4), a secured party havingpossession of collateral or control of collateral under s. 677.106, s. 679.1041, s.679.1051, s. 679.1061, or s. 679.1071:

(a) May hold as additional security any proceeds, except money or funds,received from the collateral;

(b) Shall apply money or funds received from the collateral to reduce thesecured obligation, unless remitted to the debtor; and

(c) May create a security interest in the collateral.


679.2081 Additional duties of secured party having control of collateral.

(2) Within 10 days after receiving an authenticated demand by thedebtor:

(a) A secured party having control of a deposit account under s.679.1041(1)(b) shall send to the bank with which the deposit account ismaintained an authenticated statement that releases the bank from anyfurther obligation to comply with instructions originated by the securedparty;


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(b) A secured party having control of a deposit account under s.679.1041(1)(c) shall:

1. Pay the debtor the balance on deposit in the deposit account; or

2. Transfer the balance on deposit into a deposit account in the debtor’sname;

(c) A secured party, other than a buyer, having control of electronicchattel paper under s. 679.1051 shall:

1. Communicate the authoritative copy of the electronic chattel paper tothe debtor or its designated custodian;

2. If the debtor designates a custodian that is the designated custodianwith which the authoritative copy of the electronic chattel paper ismaintained for the secured party, communicate to the custodian anauthenticated record releasing the designated custodian from any furtherobligation to comply with instructions originated by the secured party andinstructing the custodian to comply with instructions originated by thedebtor; and

3. Take appropriate action to enable the debtor or the debtor’s designatedcustodian to make copies of or revisions to the authoritative copy which addor change an identified assignee of the authoritative copy without theconsent of the secured party;

(d) A secured party having control of investment property under s.678.1061(4)(b) or s. 679.1061(2) shall send to the securities intermediary orcommodity intermediary with which the security entitlement or commoditycontract is maintained an authenticated record that releases the securitiesintermediary or commodity intermediary from any further obligation tocomply with entitlement orders or directions originated by the secured party;and

(e) A secured party having control of a letter-of-credit right under s.679.1071 shall send to each person having an unfulfilled obligation to pay ordeliver proceeds of the letter of credit to the secured party an authenticatedrelease from any further obligation to pay or deliver proceeds of the letter ofcredit to the secured party; and.

(f) A secured party having control of an electronic document shall:

1. Give control of the electronic document to the debtor or its designatedcustodian;

2. If the debtor designates a custodian that is the designated custodianwith which the authoritative copy of the electronic document is maintainedfor the secured party, communicate to the custodian an authenticated recordreleasing the designated custodian from any further obligation to comply


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with instructions originated by the secured party and instructing thecustodian to comply with instructions originated by the debtor; and

3. Take appropriate action to enable the debtor or its designatedcustodian to make copies of or revisions to the authenticated copy whichadd or change an identified assignee of the authoritative copy without theconsent of the secured party.


679.3011 Law governing perfection and priority of security interests.—Except as otherwise provided in ss. 679.1091, 679.3031, 679.3041, 679.3051,and 679.3061, the following rules determine the law governing perfection,the effect of perfection or nonperfection, and the priority of a security interestin collateral:

(3) Except as otherwise provided in subsections (4) and (5), while tangiblenegotiable documents, goods, instruments, money, or tangible chattel paperis located in a jurisdiction, the local law of that jurisdiction governs:

(a) Perfection of a security interest in the goods by filing a fixture filing;

(b) Perfection of a security interest in timber to be cut; and

(c) The effect of perfection or nonperfection and the priority of anonpossessory security interest in the collateral.


679.3101 When filing required to perfect security interest or agriculturallien; security interests and agricultural liens to which filing provisions do notapply.—

(2) The filing of a financing statement is not necessary to perfect asecurity interest:

(a) That is perfected under s. 679.3081(4), (5), (6), or (7);

(b) That is perfected under s. 679.3091 when it attaches;

(c) In property subject to a statute, regulation, or treaty described in s.679.3111(1);

(d) In goods in possession of a bailee which is perfected under s.679.3121(4)(a) or (b);

(e) In certificated securities, documents, goods, or instruments which isperfected without filing, control, or possession under s. 679.3121(5), (6), or(7);


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(f) In collateral in the secured party’s possession under s. 679.3131;

(g) In a certificated security which is perfected by delivery of the securitycertificate to the secured party under s. 679.3131;

(h) In deposit accounts, electronic chattel paper, electronic documents,investment property, or letter-of-credit rights which is perfected by controlunder s. 679.3141;

(i) In proceeds which is perfected under s. 679.3151; or

(j) That is perfected under s. 679.3161.


679.3121 Perfection of security interests in chattel paper, depositaccounts, documents, goods covered by documents, instruments, investmentproperty, letter-of-credit rights, and money; perfection by permissive filing;temporary perfection without filing or transfer of possession.—

(5) A security interest in certificated securities, negotiable documents, orinstruments is perfected without filing or the taking of possession or controlfor a period of 20 days from the time it attaches to the extent that it arises fornew value given under an authenticated security agreement.


679.3131 When possession by or delivery to secured party perfectssecurity interest without filing.—

(1) Except as otherwise provided in subsection (2), a secured party mayperfect a security interest in tangible negotiable documents, goods, instru-ments, money, or tangible chattel paper by taking possession of thecollateral. A secured party may perfect a security interest in certificatedsecurities by taking delivery of the certificated securities under s. 678.3011.


679.3141 Perfection by control.—

(1) A security interest in investment property, deposit accounts, letter-of-credit rights, or electronic chattel paper, or electronic documents may beperfected by control of the collateral under s. 677.106, s. 679.1041, s.679.1051, s. 679.1061, or s. 679.1071.

(2) A security interest in deposit accounts, electronic chattel paper, orletter-of-credit rights, or electronic documents is perfected by control under s.677.106, s. 679.1041, s. 679.1051, or s. 679.1071 when the secured party


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obtains control and remains perfected by control only while the secured partyretains control.


679.3171 Interests that take priority over or take free of security interestor agricultural lien.—

(2) Except as otherwise provided in subsection (5), a buyer, other than asecured party, of tangible chattel paper, tangible documents, goods, instru-ments, or a security certificate takes free of a security interest or agriculturallien if the buyer gives value and receives delivery of the collateral withoutknowledge of the security interest or agricultural lien and before it isperfected.

(4) A licensee of a general intangible or a buyer, other than a securedparty, of accounts, electronic chattel paper, electronic documents, generalintangibles, or investment property other than a certificated security takesfree of a security interest if the licensee or buyer gives value withoutknowledge of the security interest and before it is perfected.


679.338 Priority of security interest or agricultural lien perfected by filedfinancing statement providing certain incorrect information.—If a securityinterest or agricultural lien is perfected by a filed financing statementproviding information described in s. 679.516(2)(d) which is incorrect at thetime the financing statement is filed:

(2) A purchaser, other than a secured party, of the collateral takes free ofthe security interest or agricultural lien to the extent that, in reasonablereliance upon the incorrect information, the purchaser gives value and, in thecase of tangible chattel paper, tangible documents, goods, instruments, or asecurity certificate, receives delivery of the collateral.

Section 69. Paragraphs (a) and (o) of subsection (1) of section 680.1031,Florida Statutes, are amended to read:


(1) In this chapter, unless the context otherwise requires:

(a) “Buyer in ordinary course of business” means a person who in goodfaith and without knowledge that the sale to him or her is in violation of theownership rights or security interest or leasehold interest of a third party inthe goods buys in ordinary course from a person in the business of sellinggoods of that kind but does not include a pawnbroker. Buying may be for cashor by exchange of other property or on secured or unsecured credit andincludes acquiring receiving goods or documents of title under a preexisting


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contract for sale but does not include a transfer in bulk or as security for or intotal or partial satisfaction of a money debt.

(o) “Lessee in ordinary course of business” means a person who in goodfaith and without knowledge that the lease to him or her is in violation of theownership rights or security interest or leasehold interest of a third party inthe goods leases in ordinary course from a person in the business of selling orleasing goods of that kind but does not include a pawnbroker. Leasing may befor cash or by exchange of other property or on secured or unsecured creditand includes acquiring receiving goods or documents of title under apreexisting lease contract but does not include a transfer in bulk or assecurity for or in total or partial satisfaction of a money debt.


680.514 Waiver of lessee’s objections.—

(2) A lessee’s failure to reserve rights when paying rent or otherconsideration against documents precludes recovery of the payment fordefects apparent in on the face of the documents.


680.526 Lessor’s stoppage of delivery in transit or otherwise.—

(2) In pursuing her or his remedies under subsection (1), the lessor maystop delivery until:

(a) Receipt of the goods by the lessee;

(b) Acknowledgment to the lessee by any bailee of the goods, except acarrier, that the bailee holds the goods for the lessee; or

(c) Such an acknowledgment to the lessee by a carrier via reshipment oras a warehouse warehouseman.

Section 72. This act shall take effect July 1, 2010.

Approved by the Governor May 27, 2010.

Filed in Office Secretary of State May 27, 2010.


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