An Act To Implement the Uniform Law Conference Suggested Updates to Article 1 of the Uniform Commercial Code
PART A
Sec. A-1. 11 MRSA Art. 1, as amended, is repealed.
Sec. A-2. 11 MRSA Art. 1-A is enacted to read:
ARTICLE 1-A
GENERAL PROVISIONS
PART 1
GENERAL PROVISIONS
§ 1-1101. Short titles
§ 1-1102. Scope of article
This Article applies to a transaction to the extent that it is governed by another Article of the Uniform Commercial Code.
§ 1-1103. Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law
§ 1-1104. Construction against implied repeal
The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it may be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
§ 1-1105. Severability
If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code that can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.
§ 1-1106. Use of singular and plural; gender
In the Uniform Commercial Code, unless the statutory context otherwise requires:
§ 1-1107. Section captions
Section captions are part of the Uniform Commercial Code.
§ 1-1108. Relation to electronic signatures in Electronic Signatures in Global and National Commerce Act
This Article modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., except that nothing in this Article modifies, limits or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that Act.
PART 2
GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
§ 1-1201. General definitions
Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or Parts thereof, have the meanings stated.
Subject to definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or Parts thereof, the following terms have the following meanings.
The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt and order for delivery of goods. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium.
§ 1-1202. Notice; knowledge
§ 1-1203. Lease distinguished from security interest
§ 1-1204. Value
Except as otherwise provided in Articles 3-A, 4 and 5-A, a person gives value for rights if the person acquires them:
§ 1-1205. Reasonable time; seasonableness
§ 1-1206. Presumptions
Whenever the Uniform Commercial Code creates a "presumption" with respect to a fact, or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
PART 3
TERRITORIAL APPLICABILITY AND GENERAL RULES
§ 1-1301. Territorial applicability; parties’ power to choose applicable law
§ 1-1302. Variation by agreement
§ 1-1303. Course of performance, course of dealing and usage of trade
§ 1-1304. Obligation of good faith
Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.
§ 1-1305. Remedies to be liberally administered
§ 1-1306. Waiver or renunciation of claim or right after breach
A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
§ 1-1307. Prima facie evidence by 3rd-party documents
A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice or any other document authorized or required by the contract to be issued by a 3rd party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the 3rd party.
§ 1-1308. Performance or acceptance under reservation of rights
§ 1-1309. Option to accelerate at will
A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
§ 1-1310. Subordinated obligations
An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
Sec. A-3. Legislative intent. This Act is the Maine enactment of the Uniform Commercial Code, Article 1 as revised by the National Conference of Commissioners on Uniform State Laws. The text of the uniform act has been changed to conform to Maine statutory conventions and the Article is enacted as Article 1-A. The changes are technical in nature and it is the intent of the Legislature that this Act be interpreted as substantively the same as the revised Article 1 of the uniform act.
Sec. A-4. Effective date. This Part takes effect January 1, 2010.
PART B
Sec. B-1. 10 MRSA §1286, as enacted by PL 1995, c. 462, Pt. A, §22 and affected by §23, is amended to read:
§ 1286. Usage of trade
The terms "utility" and "industrial," when used to refer to equipment, machinery, attachments, yard and garden equipment or repair parts, have the meanings commonly used and understood among dealers and suppliers of farm equipment as usage of trade in accordance with Title 11, section 1-205 1-1303, subsection 2 (3).
Sec. B-2. 10 MRSA §9403, sub-§2, ¶B, as enacted by PL 1999, c. 762, §2, is amended to read:
Sec. B-3. 10 MRSA §9416, sub-§4, as enacted by PL 1999, c. 762, §2, is amended to read:
Sec. B-4. 11 MRSA §2-103, sub-§(1), ¶(b) is repealed.
Sec. B-5. 11 MRSA §2-202, sub-§(1) is amended to read:
Sec. B-6. 11 MRSA §2-208 is repealed.
Sec. B-7. 11 MRSA §2-1103, sub-§(3), as amended by PL 1999, c. 699, Pt. B, §11 and affected by §28, is further amended to read:
Sec. B-8. 11 MRSA §2-1207, as enacted by PL 1991, c. 805, §4, is repealed.
Sec. B-9. 11 MRSA §2-1501, sub-§(4), as enacted by PL 1991, c. 805, §4, is amended to read:
Sec. B-10. 11 MRSA §2-1518, sub-§(2), as enacted by PL 1991, c. 805, §4, is amended to read:
Sec. B-11. 11 MRSA §2-1519, sub-§(1), as enacted by PL 1991, c. 805, §4, is amended to read:
Sec. B-12. 11 MRSA §2-1527, sub-§(2), as enacted by PL 1991, c. 805, §4, is amended to read:
Sec. B-13. 11 MRSA §2-1528, as enacted by PL 1991, c. 805, §4, is amended to read:
§ 2-1528. Lessor's damages for nonacceptance, failure to pay, repudiation or other default
Sec. B-14. 11 MRSA §3-1103, sub-§(1), ¶(d), as enacted by PL 1993, c. 293, Pt. A, §2, is repealed.
Sec. B-15. 11 MRSA §3-1103, sub-§(1), ¶(j), as enacted by PL 1993, c. 293, Pt. A, §2, is amended to read:
Sec. B-16. 11 MRSA §4-104, sub-§(3), as amended by PL 2003, c. 594, §9, is further amended to read:
"Acceptance." | Section 3-1409. | ||
"Alteration." | Section 3-1407. | ||
"Cashier's check." | Section 3-1104. | ||
"Certificate of deposit." | Section 3-1104. | ||
"Certified Check." | Section 3-1409. | ||
"Check." | Section 3-1104. | ||
"Demand draft." | Section 3-1104. | ||
"Draft." | Section 3-1104. | ||
"Good faith." | Section 3-1103. | ||
"Holder in due course." | Section 3-1102. | ||
"Instrument." | Section 3-1104. | ||
"Notice of dishonor." | Section 3-1503. | ||
"Order." | Section 3-1103. | ||
"Ordinary care." | Section 3-1103. | ||
"Person entitled to enforce." | Section 3-1301. | ||
"Presentment." | Section 3-1501. | ||
"Promise." | Section 3-1103. | ||
"Prove." | Section 3-1103. | ||
"Teller's check." | Section 3-1104. | ||
"Unauthorized signature." | Section 3-1403. |
Sec. B-17. 11 MRSA §4-1105, sub-§(1), ¶(e), as enacted by PL 1991, c. 812, §2, is amended to read:
Sec. B-18. 11 MRSA §4-1105, sub-§(1), ¶(f), as enacted by PL 1991, c. 812, §2, is repealed.
Sec. B-19. 11 MRSA §4-1105, sub-§(1), ¶(g), as enacted by PL 1991, c. 812, §2, is amended to read:
Sec. B-20. 11 MRSA §4-1106, sub-§(1), as enacted by PL 1991, c. 812, §2, is amended to read:
Sec. B-21. 11 MRSA §4-1204, sub-§(2), as enacted by PL 1991, c. 812, §2, is amended to read:
Sec. B-22. 11 MRSA §5-1103, sub-§(3), as enacted by PL 1997, c. 429, Pt. A, §2 and affected by §4, is amended to read:
Sec. B-23. 11 MRSA §7-102, sub-§(1), ¶(e), is amended to read:
Sec. B-24. 11 MRSA §8-1102, sub-§(1), ¶(j), as enacted by PL 1997, c. 429, Pt. B, §2, is repealed.
Sec. B-25. 11 MRSA §9-1102, sub-§(43), as enacted by PL 1999, c. 699, Pt. A, §2 and affected by §4, is repealed.
Sec. B-26. 17-A MRSA §902, sub-§1, ¶A, as enacted by PL 1975, c. 499, §1, is amended to read:
Sec. B-27. Effective date. This Part takes effect January 1, 2010.
summary
This bill replaces Article 1 of the Uniform Commercial Code with the 2001 Revision adopted by the National Conference of Commissioners on Uniform State Laws. The bill includes amendments approved in 2003 as part of the revision of Article 7. Explanatory notes and Uniform Comments as prepared by the Uniform Law Commissioners are included.
This Act takes effect January 1, 2010.