1.1 	A bill for an act
1.2 	relating to commerce; adopting amendments to the Uniform Commercial Code to 
1.3 	accommodate emerging technologies; amending Minnesota Statutes 2022, sections 
1.4 	336.1-201; 336.1-204; 336.1-301; 336.1-306; 336.2-102; 336.2-106; 336.2-201; 
1.5 	336.2-202; 336.2-203; 336.2-205; 336.2-209; 336.2A-102; 336.2A-103; 
1.6 	336.2A-107; 336.2A-201; 336.2A-202; 336.2A-203; 336.2A-205; 336.2A-208; 
1.7 	336.3-104; 336.3-105; 336.3-401; 336.3-604; 336.4A-103; 336.4A-201; 
1.8 	336.4A-202; 336.4A-203; 336.4A-207; 336.4A-208; 336.4A-210; 336.4A-211; 
1.9 	336.4A-305; 336.5-104; 336.5-116; 336.7-102; 336.7-106; 336.8-102; 336.8-103; 
1.10 	336.8-106; 336.8-110; 336.8-303; 336.9-102; 336.9-104; 336.9-105; 336.9-203; 
1.11 	336.9-204; 336.9-207; 336.9-208; 336.9-209; 336.9-210; 336.9-301; 336.9-304; 
1.12 	336.9-305; 336.9-310; 336.9-312; 336.9-313; 336.9-314; 336.9-316; 336.9-317; 
1.13 	336.9-323; 336.9-324; 336.9-330; 336.9-331; 336.9-332; 336.9-334; 336.9-341; 
1.14 	336.9-404; 336.9-406; 336.9-408; 336.9-509; 336.9-513; 336.9-605; 336.9-608; 
1.15 	336.9-611; 336.9-613; 336.9-614; 336.9-615; 336.9-616; 336.9-619; 336.9-620; 
1.16 	336.9-621; 336.9-624; 336.9-628; Minnesota Statutes 2023 Supplement, section 
1.17 	336.9-601; proposing coding for new law in Minnesota Statutes, chapter 336.
1.18 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.19 	ARTICLE 1
1.20 	GENERAL PROVISIONS

1.21 	Section 1. Minnesota Statutes 2022, section 336.1-201, is amended to read:
1.22 	336.1-201 GENERAL DEFINITIONS.
1.23 	(a) Unless the context otherwise requires, words or phrases defined in this section, or 
1.24 	in the additional definitions contained in other articles of the Uniform Commercial Code 
1.25 	that apply to particular articles or parts thereof, have the meanings stated.
1.26 	(b) Subject to definitions contained in other articles of the Uniform Commercial Code 
1.27 	that apply to particular articles or parts thereof:
2.1 	(1) "Action," in the sense of a judicial proceeding, includes recoupment, counterclaim, 
2.2 	setoff, suit in equity, and any other proceeding in which rights are determined.
2.3 	(2) "Aggrieved party" means a party entitled to pursue a remedy.
2.4 	(3) "Agreement," as distinguished from "contract," means the bargain of the parties in 
2.5 	fact, as found in their language or inferred from other circumstances, including course of 
2.6 	performance, course of dealing, or usage of trade as provided in section 336.1-303.
2.7 	(4) "Bank" means a person engaged in the business of banking and includes a savings 
2.8 	bank, savings and loan association, credit union, and trust company.
2.9 	(5) "Bearer" means a person in control of a negotiable electronic document of title or a 
2.10 	person in possession of a negotiable instrument, negotiable tangible document of title, or 
2.11 	certificated security that is payable to bearer or indorsed in blank.
2.12 	(6) "Bill of lading" means a document of title evidencing the receipt of goods for shipment 
2.13 	issued by a person engaged in the business of directly or indirectly transporting or forwarding 
2.14 	goods. The term does not include a warehouse receipt.
2.15 	(7) "Branch" includes a separately incorporated foreign branch of a bank.
2.16 	(8) "Burden of establishing" a fact means the burden of persuading the trier of fact that 
2.17 	the existence of the fact is more probable than its nonexistence.
2.18 	(9) "Buyer in ordinary course of business" means a person that buys goods in good faith, 
2.19 	without knowledge that the sale violates the rights of another person in the goods, and in 
2.20 	the ordinary course from a person, other than a pawnbroker, in the business of selling goods 
2.21 	of that kind. A person buys goods in the ordinary course if the sale to the person comports 
2.22 	with the usual or customary practices in the kind of business in which the seller is engaged 
2.23 	or with the seller's own usual or customary practices. A person that sells oil, gas, or other 
2.24 	minerals at the wellhead or minehead is a person in the business of selling goods of that 
2.25 	kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, 
2.26 	or on secured or unsecured credit, and may acquire goods or documents of title under a 
2.27 	preexisting contract for sale. Only a buyer that takes possession of the goods or has a right 
2.28 	to recover the goods from the seller under article 2 may be a buyer in ordinary course of 
2.29 	business. "Buyer in ordinary course of business" does not include a person that acquires 
2.30 	goods in a transfer in bulk or as security for or in total or partial satisfaction of a money 
2.31 	debt.
2.32 	(10) "Conspicuous," with reference to a term, means so written, displayed, or presented 
2.33 	that, based on the totality of circumstances, a reasonable person against which it is to operate 
3.1 	ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court. 
3.2 	Conspicuous terms include the following:
3.3 	(A) a heading in capitals equal to or greater in size than the surrounding text, or in 
3.4 	contrasting type, font, or color to the surrounding text of the same or lesser size; and
3.5 	(B) language in the body of a record or display in larger type than the surrounding text, 
3.6 	or in contrasting type, font, or color to the surrounding text of the same size, or set off from 
3.7 	surrounding text of the same size by symbols or other marks that call attention to the 
3.8 	language.
3.9 	(11) "Consumer" means an individual who enters into a transaction primarily for personal, 
3.10 	family, or household purposes.
3.11 	(12) "Contract," as distinguished from "agreement," means the total legal obligation that 
3.12 	results from the parties' agreement as determined by the Uniform Commercial Code as 
3.13 	supplemented by any other applicable laws.
3.14 	(13) "Creditor" includes a general creditor, a secured creditor, a lien creditor, and any 
3.15 	representative of creditors, including an assignee for the benefit of creditors, a trustee in 
3.16 	bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's 
3.17 	or assignor's estate.
3.18 	(14) "Defendant" includes a person in the position of defendant in a counterclaim, 
3.19 	cross-claim, or third-party claim.
3.20 	(15) "Delivery," with respect to an electronic document of title means voluntary transfer 
3.21 	of control and, with respect to an instrument, a tangible document of title, or an authoritative 
3.22 	tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.
3.23 	(16) "Document of title" means a record (i) that in the regular course of business or 
3.24 	financing is treated as adequately evidencing that the person in possession or control of the 
3.25 	record is entitled to receive, control, hold, and dispose of the record and the goods the record 
3.26 	covers, and (ii) that purports to be issued by or addressed to a bailee and to cover goods in 
3.27 	the bailee's possession which are either identified or are fungible portions of an identified 
3.28 	mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, 
3.29 	warehouse receipt, and order for delivery of goods. An electronic document of title means 
3.30 	a document of title evidenced by a record consisting of information stored in an electronic 
3.31 	medium. A tangible document of title means a document of title evidenced by a record 
3.32 	consisting of information that is inscribed on a tangible medium.
4.1 	(16A) "Electronic" means relating to technology having electrical, digital, magnetic, 
4.2 	wireless, optical, electromagnetic, or similar capabilities.
4.3 	(17) "Fault" means a default, breach, or wrongful act or omission.
4.4 	(18) "Fungible goods" means:
4.5 	(A) goods of which any unit, by nature or usage of trade, is the equivalent of any other 
4.6 	like unit; or
4.7 	(B) goods that by agreement are treated as equivalent.
4.8 	(19) "Genuine" means free of forgery or counterfeiting.
4.9 	(20) "Good faith," except as otherwise provided in article 5, means honesty in fact and 
4.10 	the observance of reasonable commercial standards of fair dealing.
4.11 	(21) "Holder" means:
4.12 	(A) the person in possession of a negotiable instrument that is payable either to bearer 
4.13 	or to an identified person that is the person in possession;
4.14 	(B) the person in possession of a negotiable tangible document of title if the goods are 
4.15 	deliverable either to bearer or to the order of the person in possession; or
4.16 	(C) the person in control, other than pursuant to section 336.7-106(g), of a negotiable 
4.17 	electronic document of title.
4.18 	(22) "Insolvency proceeding" includes an assignment for the benefit of creditors or other 
4.19 	proceeding intended to liquidate or rehabilitate the estate of the person involved.
4.20 	(23) "Insolvent" means:
4.21 	(A) having generally ceased to pay debts in the ordinary course of business other than 
4.22 	as a result of bona fide dispute;
4.23 	(B) being unable to pay debts as they become due; or
4.24 	(C) being insolvent within the meaning of federal bankruptcy law.
4.25 	(24) "Money" means a medium of exchange that is currently authorized or adopted by 
4.26 	a domestic or foreign government. The term includes a monetary unit of account established 
4.27 	by an intergovernmental organization or by agreement between two or more countries. The 
4.28 	term does not include an electronic record that is a medium of exchange recorded and 
4.29 	transferable in a system that existed and operated for the medium of exchange before the 
4.30 	medium of exchange was authorized or adopted by the government.
5.1 	(25) "Organization" means a person other than an individual.
5.2 	(26) "Party," as distinguished from "third party," means a person that has engaged in a 
5.3 	transaction or made an agreement subject to the Uniform Commercial Code.
5.4 	(27) "Person" means an individual, corporation, business trust, estate, trust, partnership, 
5.5 	limited liability company, association, joint venture, government, governmental subdivision, 
5.6 	agency, or instrumentality, public corporation, or any other legal or commercial entity. The 
5.7 	term includes a protected series, however denominated, of an entity if the protected series 
5.8 	is established under law other than this chapter that limits, or limits if conditions specified 
5.9 	under the law are satisfied, the ability of a creditor of the entity or of any other protected 
5.10 	series of the entity to satisfy a claim from assets of the protected series.
5.11 	(28) "Present value" means the amount as of a date certain of one or more sums payable 
5.12 	in the future, discounted to the date certain by use of either an interest rate specified by the 
5.13 	parties if that rate is not manifestly unreasonable at the time the transaction is entered into 
5.14 	or, if an interest rate is not so specified, a commercially reasonable rate that takes into 
5.15 	account the facts and circumstances at the time the transaction is entered into.
5.16 	(29) "Purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge, 
5.17 	lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an 
5.18 	interest in property.
5.19 	(30) "Purchaser" means a person that takes by purchase.
5.20 	(31) "Record" means information that is inscribed on a tangible medium or that is stored 
5.21 	in an electronic or other medium and is retrievable in perceivable form.
5.22 	(32) "Remedy" means any remedial right to which an aggrieved party is entitled with 
5.23 	or without resort to a tribunal.
5.24 	(33) "Representative" means a person empowered to act for another, including an agent, 
5.25 	an officer of a corporation or association, and a trustee, executor, or administrator of an 
5.26 	estate.
5.27 	(34) "Right" includes remedy.
5.28 	(35) "Security interest" means an interest in personal property or fixtures which secures 
5.29 	payment or performance of an obligation. "Security interest" includes any interest of a 
5.30 	consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory 
5.31 	note in a transaction that is subject to article 9. "Security interest" does not include the 
5.32 	special property interest of a buyer of goods on identification of those goods to a contract 
5.33 	for sale under section 336.2-401, but a buyer may also acquire a "security interest" by 
6.1 	complying with article 9. Except as otherwise provided in section 336.2-505, the right of a 
6.2 	seller or lessor of goods under article 2 or 2A to retain or acquire possession of the goods 
6.3 	is not a "security interest," but a seller or lessor may also acquire a "security interest" by 
6.4 	complying with article 9. The retention or reservation of title by a seller of goods 
6.5 	notwithstanding shipment or delivery to the buyer under section 336.2-401 is limited in 
6.6 	effect to a reservation of a "security interest." Whether a transaction in the form of a lease 
6.7 	creates a "security interest" is determined pursuant to section 336.1-203.
6.8 	(36) "Send," in connection with a writing, record, or notice notification, means:
6.9 	(A) to deposit in the mail,or deliver for transmission, or transmit by any other usual 
6.10 	means of communication, with postage or cost or transmission provided for,and properly 
6.11 	addressed, and in the case of an instrument, to an address specified thereon or otherwise 
6.12 	agreed, or if there be none addressed to any address reasonable under the circumstances; 
6.13 	or
6.14 	(B) in any other way to cause to be received any record or notice within the time it would 
6.15 	have arrived if properly sent to cause the record or notification to be received within the 
6.16 	time it would have been received if properly sent under subparagraph (A).
6.17 	(37) "Signed" includes using any symbol executed or adopted with present intention to 
6.18 	adopt or accept a writing. "Sign" means, with present intent to authenticate or adopt a record:
6.19 	(A) execute or adopt a tangible symbol; or
6.20 	(B) attach to or logically associate with the record an electronic symbol, sound, or 
6.21 	process.
6.22 	"Signed," "signing," and "signature" have corresponding meanings.
6.23 	(38) "State" means a state of the United States, the District of Columbia, Puerto Rico, 
6.24 	the United States Virgin Islands, or any territory or insular possession subject to the 
6.25 	jurisdiction of the United States.
6.26 	(39) "Surety" includes a guarantor or other secondary obligor.
6.27 	(40) "Term" means a portion of an agreement that relates to a particular matter.
6.28 	(41) "Unauthorized signature" means a signature made without actual, implied, or 
6.29 	apparent authority. The term includes a forgery.
6.30 	(42) "Warehouse receipt" means a document of title issued by a person engaged in the 
6.31 	business of storing goods for hire.
7.1 	(43) "Writing" includes printing, typewriting, or any other intentional reduction to 
7.2 	tangible form. "Written" has a corresponding meaning.

7.3 	Sec. 2. Minnesota Statutes 2022, section 336.1-204, is amended to read:
7.4 	336.1-204 VALUE.
7.5 	Except as otherwise provided in articles 3, 4, and 5, and 12, a person gives value for 
7.6 	rights if the person acquires them:
7.7 	(1) in return for a binding commitment to extend credit or for the extension of 
7.8 	immediately available credit, whether or not drawn upon and whether or not a chargeback 
7.9 	is provided for in the event of difficulties in collection;
7.10 	(2) as security for, or in total or partial satisfaction of, a preexisting claim;
7.11 	(3) by accepting delivery under a preexisting contract for purchase; or
7.12 	(4) in return for any consideration sufficient to support a simple contract.

7.13 	Sec. 3. Minnesota Statutes 2022, section 336.1-301, is amended to read:
7.14 	336.1-301 TERRITORIAL APPLICABILITY; PARTIES' POWER TO CHOOSE 
7.15 	APPLICABLE LAW.
7.16 	(a) Except as otherwise provided in this section, when a transaction bears a reasonable 
7.17 	relation to this state and also to another state or nation the parties may agree that the law 
7.18 	either of this state or of such other state or nation shall govern their rights and duties.
7.19 	(b) In the absence of an agreement effective under subsection (a), and except as provided 
7.20 	in subsection (c), the Uniform Commercial Code applies to transactions bearing an 
7.21 	appropriate relation to this state.
7.22 	(c) If one of the following provisions of the Uniform Commercial Code specifies the 
7.23 	applicable law, that provision governs and a contrary agreement is effective only to the 
7.24 	extent permitted by the law so specified:
7.25 	(1) section 336.2-402;
7.26 	(2) sections 336.2A-105 and 336.2A-106;
7.27 	(3) section 336.4-102;
7.28 	(4) section 336.4A-507;
7.29 	(5) section 336.5-116;
8.1 	(6) section 336.8-110;
8.2 	(7) sections 336.9-301 through 336.9-307.;
8.3 	(8) section 336.12-107.

8.4 	Sec. 4. Minnesota Statutes 2022, section 336.1-306, is amended to read:
8.5 	336.1-306 WAIVER OR RENUNCIATION OF CLAIM OR RIGHT AFTER 
8.6 	BREACH.
8.7 	A claim or right arising out of an alleged breach may be discharged in whole or in part 
8.8 	without consideration by agreement of the aggrieved party in an authenticated a signed
8.9 	record.

8.10 	ARTICLE 2
8.11 	SALES

8.12 	Section 1. Minnesota Statutes 2022, section 336.2-102, is amended to read:
8.13 	336.2-102 SCOPE; CERTAIN SECURITY AND OTHER TRANSACTIONS 
8.14 	EXCLUDED FROM THIS ARTICLE.
8.15 	Unless the context otherwise requires, this article applies to transactions in goods; it 
8.16 	does not apply to any transaction which although in the form of an unconditional contract 
8.17 	to sell or present sale is intended to operate only as a security transaction nor does this article 
8.18 	impair or repeal any statute regulating sales to consumers, farmers or other specified classes 
8.19 	of buyers.
8.20 	(1) Unless the context otherwise requires, and except as provided in subsection (3), this 
8.21 	article applies to transactions in goods and, in the case of a hybrid transaction, it applies to 
8.22 	the extent provided in subsection (2).
8.23 	(2) In a hybrid transaction:
8.24 	(a) If the sale-of-goods aspects do not predominate, only the provisions of this article 
8.25 	which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions 
8.26 	that relate primarily to the transaction as a whole do not apply.
8.27 	(b) If the sale-of-goods aspects predominate, this article applies to the transaction but 
8.28 	does not preclude application in appropriate circumstances of other law to aspects of the 
8.29 	transaction which do not relate to the sale of goods.
8.30 	(3) This article does not:
9.1 	(a) apply to a transaction that, even though in the form of an unconditional contract to 
9.2 	sell or present sale, operates only to create a security interest; or
9.3 	(b) impair or repeal a statute regulating sales to consumers, farmers, or other specified 
9.4 	classes of buyers.

9.5 	Sec. 2. Minnesota Statutes 2022, section 336.2-106, is amended to read:
9.6 	336.2-106 DEFINITIONS: "CONTRACT"; "AGREEMENT"; "CONTRACT 
9.7 	FOR SALE"; "SALE"; "PRESENT SALE"; "CONFORMING TO CONTRACT"; 
9.8 	"TERMINATION"; "CANCELLATION."; "HYBRID TRANSACTION."
9.9 	(1) In this article unless the context otherwise requires "contract" and "agreement" are 
9.10 	limited to those relating to the present or future sale of goods. "Contract for sale" includes 
9.11 	both a present sale of goods and a contract to sell goods at a future time. A "sale" consists 
9.12 	in the passing of title from the seller to the buyer for a price (section 336.2-401). A "present 
9.13 	sale" means a sale which is accomplished by the making of the contract.
9.14 	(2) Goods or conduct including any part of a performance are "conforming" or conform 
9.15 	to the contract when they are in accordance with the obligations under the contract.
9.16 	(3) "Termination" occurs when either party pursuant to a power created by agreement 
9.17 	or law puts an end to the contract otherwise than for its breach. On "termination" all 
9.18 	obligations which are still executory on both sides are discharged but any right based on 
9.19 	prior breach or performance survives.
9.20 	(4) "Cancellation" occurs when either party puts an end to the contract for breach by the 
9.21 	other and its effect is the same as that of "termination" except that the canceling party also 
9.22 	retains any remedy for breach of the whole contract or any unperformed balance.
9.23 	(5) "Hybrid transaction" means a single transaction involving a sale of goods and:
9.24 	(a) the provision of services;
9.25 	(b) a lease of other goods; or
9.26 	(c) a sale, lease, or license of property other than goods.

9.27 	Sec. 3. Minnesota Statutes 2022, section 336.2-201, is amended to read:
9.28 	336.2-201 FORMAL REQUIREMENTS; STATUTE OF FRAUDS.
9.29 	(1) Except as otherwise provided in this section a contract for the sale of goods for the 
9.30 	price of $500 or more is not enforceable by way of action or defense unless there is some 
9.31 	writing a record sufficient to indicate that a contract for sale has been made between the 
10.1 	parties and signed by the party against whom enforcement is sought or by the party's 
10.2 	authorized agent or broker. A writing record is not insufficient because it omits or incorrectly 
10.3 	states a term agreed upon but the contract is not enforceable under this paragraph subsection
10.4 	beyond the quantity of goods shown in such writing the record.
10.5 	(2) Between merchants if within a reasonable time a writing record in confirmation of 
10.6 	the contract and sufficient against the sender is received and the party receiving it has reason 
10.7 	to know its contents, it satisfies the requirements of subsection (1) against such the party 
10.8 	unless written notice in a record of objection to its contents is given within ten days after it 
10.9 	is received.
10.10 	(3) A contract which does not satisfy the requirements of subsection (1) but which is 
10.11 	valid in other respects is enforceable
10.12 	(a) if the goods are to be specially manufactured for the buyer and are not suitable for 
10.13 	sale to others in the ordinary course of the seller's business and the seller, before notice of 
10.14 	repudiation is received and under circumstances which reasonably indicate that the goods 
10.15 	are for the buyer, has made either a substantial beginning of their manufacture or 
10.16 	commitments for their procurement; or
10.17 	(b) if the party against whom enforcement is sought admits in pleading, testimony or 
10.18 	otherwise in court that a contract for sale was made, but the contract is not enforceable 
10.19 	under this provision beyond the quantity of goods admitted; or
10.20 	(c) with respect to goods for which payment has been made and accepted or which have 
10.21 	been received and accepted (section 336.2-606).

10.22 	Sec. 4. Minnesota Statutes 2022, section 336.2-202, is amended to read:
10.23 	336.2-202 FINAL WRITTEN EXPRESSION; PAROL OR EXTRINSIC 
10.24 	EVIDENCE.
10.25 	Terms with respect to which the confirmatory memoranda of the parties agree or which 
10.26 	are otherwise set forth in a writing record intended by the parties as a final expression of 
10.27 	their agreement with respect to such terms as are included therein may not be contradicted 
10.28 	by evidence of any prior agreement or of a contemporaneous oral agreement but may be 
10.29 	explained or supplemented:
10.30 	(a) by course of performance, course of dealing, or usage of trade (section 336.1-303); 
10.31 	and
11.1 	(b) by evidence of consistent additional terms unless the court finds the writing record
11.2 	to have been intended also as a complete and exclusive statement of the terms of the 
11.3 	agreement.

11.4 	Sec. 5. Minnesota Statutes 2022, section 336.2-203, is amended to read:
11.5 	336.2-203 SEALS INOPERATIVE.
11.6 	The affixing of a seal to a writing record evidencing a contract for sale or an offer to 
11.7 	buy or sell goods does not constitute the writing record a sealed instrument and the law with 
11.8 	respect to sealed instruments does not apply to such a contract or offer.

11.9 	Sec. 6. Minnesota Statutes 2022, section 336.2-205, is amended to read:
11.10 	336.2-205 FIRM OFFERS.
11.11 	An offer by a merchant to buy or sell goods in a signed writing record which by its terms 
11.12 	gives assurance that it will be held open is not revocable, for lack of consideration, during 
11.13 	the time stated or if no time is stated for a reasonable time, but in no event may such period 
11.14 	of irrevocability exceed three months but any such term of assurance on a form supplied 
11.15 	by the offeree must be separately signed by the offeror.

11.16 	Sec. 7. Minnesota Statutes 2022, section 336.2-209, is amended to read:
11.17 	336.2-209 MODIFICATION, RESCISSION AND WAIVER.
11.18 	(1) An agreement modifying a contract within this article needs no consideration to be 
11.19 	binding.
11.20 	(2) A signed agreement which excludes modification or rescission except by a signed 
11.21 	writing or other signed record cannot be otherwise modified or rescinded, but except as 
11.22 	between merchants such a requirement on a form supplied by the merchant must be separately 
11.23 	signed by the other party.
11.24 	(3) The requirements of the statute of frauds section of this article (section 336.2-201) 
11.25 	must be satisfied if the contract as modified is within its provisions.
11.26 	(4) Although an attempt at modification or rescission does not satisfy the requirements 
11.27 	of subsection (2) or (3) it can operate as a waiver.
11.28 	(5) A party who has made a waiver affecting an executory portion of the contract may 
11.29 	retract the waiver by reasonable notification received by the other party that strict 
12.1 	performance will be required of any term waived, unless the retraction would be unjust in 
12.2 	view of a material change of position in reliance on the waiver.

12.3 	ARTICLE 3
12.4 	LEASES

12.5 	Section 1. Minnesota Statutes 2022, section 336.2A-102, is amended to read:
12.6 	336.2A-102 SCOPE.
12.7 	(1) This article applies to any transaction, regardless of form, that creates a lease and, 
12.8 	in the case of a hybrid lease, it applies to the extent provided in subsection (2).
12.9 	(2) In a hybrid lease:
12.10 	(a) if the lease-of-goods aspects do not predominate:
12.11 	(i) only the provisions of this article which relate primarily to the lease-of-goods aspects 
12.12 	of the transaction apply, and the provisions that relate primarily to the transaction as a whole 
12.13 	do not apply;
12.14 	(ii) section 336.2A-209 applies if the lease is a finance lease; and
12.15 	(iii) section 336.2A-407 applies to the promises of the lessee in a finance lease to the 
12.16 	extent the promises are consideration for the right to possession and use of the leased goods; 
12.17 	and
12.18 	(b) if the lease-of-goods aspects predominate, this article applies to the transaction, but 
12.19 	does not preclude application in appropriate circumstances of other law to aspects of the 
12.20 	lease which do not relate to the lease of goods.

12.21 	Sec. 2. Minnesota Statutes 2022, section 336.2A-103, is amended to read:
12.22 	336.2A-103 DEFINITIONS AND INDEX OF DEFINITIONS.
12.23 	(1) In this article unless the context otherwise requires:
12.24 	(a) "Buyer in ordinary course of business" means a person who in good faith and without 
12.25 	knowledge that the sale is in violation of the ownership rights or security interest or leasehold 
12.26 	interest of a third party in the goods, buys in ordinary course from a person in the business 
12.27 	of selling goods of that kind but does not include a pawnbroker. "Buying" may be for cash 
12.28 	or by exchange of other property or on secured or unsecured credit and includes acquiring 
12.29 	goods or documents of title under a preexisting contract for sale but does not include a 
12.30 	transfer in bulk or as security for or in total or partial satisfaction of a money debt.
13.1 	(b) "Cancellation" occurs when either party puts an end to the lease contract for default 
13.2 	by the other party.
13.3 	(c) "Commercial unit" means a unit of goods that by commercial usage is a single whole 
13.4 	for purposes of lease and division of which materially impairs its character or value on the 
13.5 	market or in use. A commercial unit may be a single article, as a machine, or a set of articles, 
13.6 	as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any 
13.7 	other unit treated in use or in the relevant market as a single whole.
13.8 	(d) "Conforming" goods or performance under a lease contract means goods or 
13.9 	performance that are in accordance with the obligations under the lease contract.
13.10 	(e) "Consumer lease" means a lease that a lessor regularly engaged in the business of 
13.11 	leasing or selling makes to a lessee who is an individual and who takes under the lease 
13.12 	primarily for a personal, family, or household purpose, if the total payments to be made 
13.13 	under the lease contract, excluding payments for options to renew or buy, do not exceed 
13.14 	$25,000.
13.15 	(f) "Fault" means wrongful act, omission, breach, or default.
13.16 	(g) "Finance lease" means a lease in which
13.17 	(1) the lessor does not select, manufacture, or supply the goods,
13.18 	(2) the lessor acquires the goods or the right to possession and use of the goods in 
13.19 	connection with the lease, and
13.20 	(3) either
13.21 	(i) the lessee receives a copy of the contract evidencing the lessor's purchase of the goods 
13.22 	or a disclaimer statement on or before signing the lease contract, or
13.23 	(ii) the lessee's approval of the contract evidencing the lessor's purchase of the goods or 
13.24 	a disclaimer statement is a condition to effectiveness of the lease contract.
13.25 	"Disclaimer statement" means a written statement that is part of or separate from the 
13.26 	lease contract that discloses all warranties and other rights provided to the lessee by the 
13.27 	lessor and supplier in connection with the lease contract and informs the lessee in a 
13.28 	conspicuous manner that there are no warranties or other rights provided to the lessee by 
13.29 	the lessor and supplier other than those disclosed in the statement.
13.30 	(h) "Goods" means all things that are movable at the time of identification to the lease 
13.31 	contract, or are fixtures (section 336.2A-309), but the term does not include money, 
14.1 	documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, 
14.2 	including oil and gas, before extraction. The term also includes the unborn young of animals.
14.3 	(h.1) "Hybrid lease" means a single transaction involving a lease of goods and:
14.4 	(i) the provision of services;
14.5 	(ii) a sale of other goods; or
14.6 	(iii) a sale, lease, or license of property other than goods.
14.7 	(i) "Installment lease contract" means a lease contract that authorizes or requires the 
14.8 	delivery of goods in separate lots to be separately accepted, even though the lease contract 
14.9 	contains a clause "each delivery is a separate lease" or its equivalent.
14.10 	(j) "Lease" means a transfer of the right to possession and use of goods for a term in 
14.11 	return for consideration, but a sale, including a sale on approval or a sale or return, or 
14.12 	retention or creation of a security interest is not a lease. Unless the context clearly indicates 
14.13 	otherwise, the term includes a sublease.
14.14 	(k) "Lease agreement" means the bargain, with respect to the lease, of the lessor and the 
14.15 	lessee in fact as found in their language or by implication from other circumstances including 
14.16 	course of dealing or usage of trade or course of performance as provided in this article. 
14.17 	Unless the context clearly indicates otherwise, the term includes a sublease agreement.
14.18 	(l) "Lease contract" means the total legal obligation that results from the lease agreement 
14.19 	as affected by this article and any other applicable rules of law. Unless the context clearly 
14.20 	indicates otherwise, the term includes a sublease contract.
14.21 	(m) "Leasehold interest" means the interest of the lessor or the lessee under a lease 
14.22 	contract.
14.23 	(n) "Lessee" means a person who acquires the right to possession and use of goods under 
14.24 	a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.
14.25 	(o) "Lessee in ordinary course of business" means a person who in good faith and without 
14.26 	knowledge that the lease is in violation of the ownership rights or security interest or 
14.27 	leasehold interest of a third party in the goods leases in ordinary course from a person in 
14.28 	the business of selling or leasing goods of that kind but does not include a pawnbroker. 
14.29 	"Leasing" may be for cash or by exchange of other property or on secured or unsecured 
14.30 	credit and includes acquiring goods or documents of title under a preexisting lease contract 
14.31 	but does not include a transfer in bulk or as security for or in total or partial satisfaction of 
14.32 	a money debt.
15.1 	(p) "Lessor" means a person who transfers the right to possession and use of goods under 
15.2 	a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.
15.3 	(q) "Lessor's residual interest" means the lessor's interest in the goods after expiration, 
15.4 	termination, or cancellation of the lease contract.
15.5 	(r) "Lien" means a charge against or interest in goods to secure payment of a debt or 
15.6 	performance of an obligation, but the term does not include a security interest.
15.7 	(s) "Lot" means a parcel or a single article that is the subject matter of a separate lease 
15.8 	or delivery, whether or not it is sufficient to perform the lease contract.
15.9 	(t) "Merchant lessee" means a lessee that is a merchant with respect to goods of the kind 
15.10 	subject to the lease.
15.11 	(u) "Present value" means the amount as of a date certain of one or more sums payable 
15.12 	in the future, discounted to the date certain. The discount is determined by the interest rate 
15.13 	specified by the parties if the rate was not manifestly unreasonable at the time the transaction 
15.14 	was entered into; otherwise, the discount is determined by a commercially reasonable rate 
15.15 	that takes into account the facts and circumstances of each case at the time the transaction 
15.16 	was entered into.
15.17 	(v) "Purchase" includes taking by sale, lease, mortgage, security interest, pledge, gift, 
15.18 	or any other voluntary transaction creating an interest in goods.
15.19 	(w) "Sublease" means a lease of goods the right to possession and use of which was 
15.20 	acquired by the lessor as a lessee under an existing lease.
15.21 	(x) "Supplier" means a person from whom a lessor buys or leases goods to be leased 
15.22 	under a finance lease.
15.23 	(y) "Supply contract" means a contract under which a lessor buys or leases goods to be 
15.24 	leased.
15.25 	(z) "Termination" occurs when either party pursuant to a power created by agreement 
15.26 	or law puts an end to the lease contract otherwise than for default.
15.27 	(2) Other definitions applying to this article and the sections in which they appear are:
15.28 	"Accessions." Section 336.2A-310(1).
15.29 	"Construction mortgage." Section 336.2A-309(1)(d).
15.30 	"Encumbrance." Section 336.2A-309(1)(e).
15.31 	"Fixtures." Section 336.2A-309(1)(a).
16.1 	"Fixture filing." Section 336.2A-309(1)(b).
16.2 	"Purchase money lease." Section 336.2A-309(1)(c).
16.3 	(3) The following definitions in other articles apply to this article:
16.4 	"Account." Section 336.9-102(a)(2).
16.5 	"Between merchants." Section 336.2-104(3).
16.6 	"Buyer." Section 336.2-103(1)(a).
16.7 	"Chattel paper." Section 336.9-102(a)(11).
16.8 	"Consumer goods." Section 336.9-102(a)(23).
16.9 	"Document." Section 336.9-102(a)(30).
16.10 	"Entrusting." Section 336.2-403(3).
16.11 	"General intangible." Section 336.9-102(a)(42).
16.12 	"Instrument." Section 336.9-102(a)(47).
16.13 	"Merchant." Section 336.2-104(1).
16.14 	"Mortgage." Section 336.9-102(a)(55).
16.15 	"Pursuant to commitment." Section 336.9-102(a)(69).
16.16 	"Receipt." Section 336.2-103(1)(c).
16.17 	"Sale." Section 336.2-106(1).
16.18 	"Sale on approval." Section 336.2-326.
16.19 	"Sale or return." Section 336.2-326.
16.20 	"Seller." Section 336.2-103(1)(d).
16.21 	(4) In addition, sections 336.1-101 to 336.1-310 contain general definitions and principles 
16.22 	of construction and interpretation applicable throughout this article.

16.23 	Sec. 3. Minnesota Statutes 2022, section 336.2A-107, is amended to read:
16.24 	336.2A-107 WAIVER OR RENUNCIATION OF CLAIM OR RIGHT AFTER 
16.25 	DEFAULT.
16.26 	Any claim or right arising out of an alleged default or breach of warranty may be 
16.27 	discharged in whole or in part without consideration by a written waiver or renunciation in 
16.28 	a signed and record delivered by the aggrieved party.

17.1 	Sec. 4. Minnesota Statutes 2022, section 336.2A-201, is amended to read:
17.2 	336.2A-201 STATUTE OF FRAUDS.
17.3 	(1) A lease contract is not enforceable by way of action or defense unless:
17.4 	(a) the total payments to be made under the lease contract, excluding payments for 
17.5 	options to renew or buy, are less than $1,000; or
17.6 	(b) there is a writing record, signed by the party against whom enforcement is sought 
17.7 	or by that party's authorized agent, sufficient to indicate that a lease contract has been made 
17.8 	between the parties and to describe the goods leased and the lease term.
17.9 	(2) Any description of leased goods or of the lease term is sufficient and satisfies 
17.10 	subsection (1)(b), whether or not it is specific, if it reasonably identifies what is described.
17.11 	(3) A writing record is not insufficient because it omits or incorrectly states a term agreed 
17.12 	upon, but the lease contract is not enforceable under subsection (1)(b) beyond the lease term 
17.13 	and the quantity of goods shown in the writing record.
17.14 	(4) A lease contract that does not satisfy the requirements of subsection (1), but which 
17.15 	is valid in other respects, is enforceable:
17.16 	(a) if the goods are to be specially manufactured or obtained for the lessee and are not 
17.17 	suitable for lease or sale to others in the ordinary course of the lessor's business, and the 
17.18 	lessor, before notice of repudiation is received and under circumstances that reasonably 
17.19 	indicate that the goods are for the lessee, has made either a substantial beginning of their 
17.20 	manufacture or commitments for their procurement;
17.21 	(b) if the party against whom enforcement is sought admits in that party's pleading, 
17.22 	testimony, or otherwise in court that a lease contract was made, but the lease contract is not 
17.23 	enforceable under this provision beyond the quantity of goods admitted; or
17.24 	(c) with respect to goods that have been received and accepted by the lessee.
17.25 	(5) The lease term under a lease contract referred to in subsection (4) is:
17.26 	(a) if there is a writing record signed by the party against whom enforcement is sought 
17.27 	or by that party's authorized agent specifying the lease term, the term so specified;
17.28 	(b) if the party against whom enforcement is sought admits in that party's pleading, 
17.29 	testimony, or otherwise in court a lease term, the term so admitted; or
17.30 	(c) a reasonable lease term.

18.1 	Sec. 5. Minnesota Statutes 2022, section 336.2A-202, is amended to read:
18.2 	336.2A-202 FINAL WRITTEN EXPRESSION; PAROL OR EXTRINSIC 
18.3 	EVIDENCE.
18.4 	Terms with respect to which the confirmatory memoranda of the parties agree or which 
18.5 	are otherwise set forth in a writing record intended by the parties as a final expression of 
18.6 	their agreement with respect to the included terms may not be contradicted by evidence of 
18.7 	any prior agreement or of a contemporaneous oral agreement but may be explained or 
18.8 	supplemented:
18.9 	(a) by course of dealing or usage of trade or by course of performance; and
18.10 	(b) by evidence of consistent additional terms unless the court finds the writing record
18.11 	to have been intended also as a complete and exclusive statement of the terms of the 
18.12 	agreement.

18.13 	Sec. 6. Minnesota Statutes 2022, section 336.2A-203, is amended to read:
18.14 	336.2A-203 SEALS INOPERATIVE.
18.15 	The affixing of a seal to a writing record evidencing a lease contract or an offer to enter 
18.16 	into a lease contract does not render the writing record a sealed instrument and the law with 
18.17 	respect to sealed instruments does not apply to the lease contract or offer.

18.18 	Sec. 7. Minnesota Statutes 2022, section 336.2A-205, is amended to read:
18.19 	336.2A-205 FIRM OFFERS.
18.20 	An offer by a merchant to lease goods to or from another person in a signed writing
18.21 	record that by its terms gives assurance it will be held open is not revocable, for lack of 
18.22 	consideration, during the time stated or, if no time is stated, for a reasonable time, but in no 
18.23 	event may the period of irrevocability exceed three months. Any term of assurance on a 
18.24 	form supplied by the offeree must be separately signed by the offeror.

18.25 	Sec. 8. Minnesota Statutes 2022, section 336.2A-208, is amended to read:
18.26 	336.2A-208 MODIFICATION, RESCISSION AND WAIVER.
18.27 	(1) An agreement modifying a lease contract needs no consideration to be binding.
18.28 	(2) A signed lease agreement that excludes modification or rescission except by a signed 
18.29 	writing record may not be otherwise modified or rescinded, but, except as between merchants, 
19.1 	this requirement on a form supplied by a merchant must be separately signed by the other 
19.2 	party.
19.3 	(3) Although an attempt at modification or rescission does not satisfy the requirements 
19.4 	of subsection (2), it may operate as a waiver.
19.5 	(4) A party who has made a waiver affecting an executory portion of a lease contract 
19.6 	may retract the waiver by reasonable notification received by the other party that strict 
19.7 	performance will be required of any term waived, unless the retraction would be unjust in 
19.8 	view of a material change of position in reliance on the waiver.

19.9 	ARTICLE 4
19.10 	NEGOTIABLE INSTRUMENT

19.11 	Section 1. Minnesota Statutes 2022, section 336.3-104, is amended to read:
19.12 	336.3-104 NEGOTIABLE INSTRUMENT.
19.13 	(a) Except as provided in subsections (c) and (d), "negotiable instrument" means an 
19.14 	unconditional promise or order to pay a fixed amount of money, with or without interest or 
19.15 	other charges described in the promise or order, if it:
19.16 	(1) is payable to bearer or to order at the time it is issued or first comes into possession 
19.17 	of a holder;
19.18 	(2) is payable on demand or at a definite time; and
19.19 	(3) does not state any other undertaking or instruction by the person promising or ordering 
19.20 	payment to do any act in addition to the payment of money, but the promise or order may 
19.21 	contain (i) an undertaking or power to give, maintain, or protect collateral to secure payment, 
19.22 	(ii) an authorization or power to the holder to confess judgment or realize on or dispose of 
19.23 	collateral, or (iii) a waiver of the benefit of any law intended for the advantage or protection 
19.24 	of an obligor, (iv) a term that specifies the law that governs the promise or order, or (v) an 
19.25 	undertaking to resolve in a specified forum a dispute concerning the promise or order.
19.26 	(b) "Instrument" means a negotiable instrument.
19.27 	(c) An order that meets all of the requirements of subsection (a), except paragraph (1), 
19.28 	and otherwise falls within the definition of "check" in subsection (f) is a negotiable instrument 
19.29 	and a check.
19.30 	(d) A promise or order other than a check is not an instrument if, at the time it is issued 
19.31 	or first comes into possession of a holder, it contains a conspicuous statement, however 
20.1 	expressed, to the effect that the promise or order is not negotiable or is not an instrument 
20.2 	governed by this article.
20.3 	(e) An instrument is a "note" if it is a promise and is a "draft" if it is an order. If an 
20.4 	instrument falls within the definition of both "note" and "draft," a person entitled to enforce 
20.5 	the instrument may treat it as either.
20.6 	(f) "Check" means (i) a draft, other than a documentary draft, payable on demand and 
20.7 	drawn on a bank or (ii) a cashier's check or teller's check. An instrument may be a check 
20.8 	even though it is described on its face by another term, such as "money order."
20.9 	(g) "Cashier's check" means a draft with respect to which the drawer and drawee are the 
20.10 	same bank or branches of the same bank.
20.11 	(h) "Teller's check" means a draft drawn by a bank (i) on another bank, or (ii) payable 
20.12 	at or through a bank.
20.13 	(i) "Traveler's check" means an instrument that (i) is payable on demand, (ii) is drawn 
20.14 	on or payable at or through a bank, (iii) is designated by the term "traveler's check" or by 
20.15 	a substantially similar term, and (iv) requires, as a condition to payment, a countersignature 
20.16 	by a person whose specimen signature appears on the instrument.
20.17 	(j) "Certificate of deposit" means an instrument containing an acknowledgment by a 
20.18 	bank that a sum of money has been received by the bank and a promise by the bank to repay 
20.19 	the sum of money. A certificate of deposit is a note of the bank.

20.20 	Sec. 2. Minnesota Statutes 2022, section 336.3-105, is amended to read:
20.21 	336.3-105 ISSUE OF INSTRUMENT.
20.22 	(a) "Issue" means:
20.23 	(1) the first delivery of an instrument by the maker or drawer, whether to a holder or 
20.24 	nonholder, for the purpose of giving rights on the instrument to any person.; or
20.25 	(2) if agreed by the payee, the first transmission by the drawer to the payee of an image 
20.26 	of an item and information derived from the item that enables the depositary bank to collect 
20.27 	the item by transferring or presenting under federal law an electronic check.
20.28 	(b) An unissued instrument, or an unissued incomplete instrument that is completed, is 
20.29 	binding on the maker or drawer, but nonissuance is a defense. An instrument that is 
20.30 	conditionally issued or is issued for a special purpose is binding on the maker or drawer, 
20.31 	but failure of the condition or special purpose to be fulfilled is a defense.
21.1 	(c) "Issuer" applies to issued and unissued instruments and means a maker or drawer of 
21.2 	an instrument.

21.3 	Sec. 3. Minnesota Statutes 2022, section 336.3-401, is amended to read:
21.4 	336.3-401 SIGNATURE NECESSARY FOR LIABILITY ON INSTRUMENT.
21.5 	(a) A person is not liable on an instrument unless (i) the person signed the instrument, 
21.6 	or (ii) the person is represented by an agent or representative who signed the instrument 
21.7 	and the signature is binding on the represented person under section 336.3-402.
21.8 	(b) A signature may be made (i) manually or by means of a device or machine, and (ii) 
21.9 	by the use of any name, including a trade or assumed name, or by a word, mark, or symbol 
21.10 	executed or adopted by a person with present intention to authenticate a writing.

21.11 	Sec. 4. Minnesota Statutes 2022, section 336.3-604, is amended to read:
21.12 	336.3-604 DISCHARGE BY CANCELLATION OR RENUNCIATION.
21.13 	(a) A person entitled to enforce an instrument, with or without consideration, may 
21.14 	discharge the obligation of a party to pay the instrument (i) by an intentional voluntary act, 
21.15 	such as surrender of the instrument to the party, destruction, mutilation, or cancellation of 
21.16 	the instrument, cancellation or striking out of the party's signature, or the addition of words 
21.17 	to the instrument indicating discharge, or (ii) by agreeing not to sue or otherwise renouncing 
21.18 	rights against the party by a signed record. The obligation of a party to pay a check is not 
21.19 	discharged solely by destruction of the check in connection with a process in which 
21.20 	information is extracted from the check and an image of the check is made and, subsequently, 
21.21 	the information and image are transmitted for payment.
21.22 	(b) Cancellation or striking out of an endorsement pursuant to subsection (a) does not 
21.23 	affect the status and rights of a party derived from the endorsement.
21.24 	(c) In this section, "signed," with respect to a record that is not a writing, includes the 
21.25 	attachment to or logical association with the record of an electronic symbol, sound, or 
21.26 	process with the present intent to adopt or accept the record.

22.1 	ARTICLE 5
22.2 	FUND TRANSFERS

22.3 	Section 1. Minnesota Statutes 2022, section 336.4A-103, is amended to read:
22.4 	336.4A-103 PAYMENT ORDER-DEFINITIONS.
22.5 	(a) In this article:
22.6 	(1) "Payment order" means an instruction of a sender to a receiving bank, transmitted 
22.7 	orally, electronically, or in writing a record, to pay, or to cause another bank to pay, a fixed 
22.8 	or determinable amount of money to a beneficiary if:
22.9 	(i) the instruction does not state a condition to payment to the beneficiary other than 
22.10 	time of payment,
22.11 	(ii) the receiving bank is to be reimbursed by debiting an account of, or otherwise 
22.12 	receiving payment from, the sender, and
22.13 	(iii) the instruction is transmitted by the sender directly to the receiving bank or to an 
22.14 	agent, funds-transfer system, or communication system for transmittal to the receiving bank.
22.15 	(2) "Beneficiary" means the person to be paid by the beneficiary's bank.
22.16 	(3) "Beneficiary's bank" means the bank identified in a payment order in which an 
22.17 	account of the beneficiary is to be credited pursuant to the order or which otherwise is to 
22.18 	make payment to the beneficiary if the order does not provide for payment to an account.
22.19 	(4) "Receiving bank" means the bank to which the sender's instruction is addressed.
22.20 	(5) "Sender" means the person giving the instruction to the receiving bank.
22.21 	(b) If an instruction complying with subsection (a)(1) is to make more than one payment 
22.22 	to a beneficiary, the instruction is a separate payment order with respect to each payment.
22.23 	(c) A payment order is issued when it is sent to the receiving bank.

22.24 	Sec. 2. Minnesota Statutes 2022, section 336.4A-201, is amended to read:
22.25 	336.4A-201 SECURITY PROCEDURE.
22.26 	"Security procedure" means a procedure established by agreement of a customer and a 
22.27 	receiving bank for the purpose of (i) verifying that a payment order or communication 
22.28 	amending or canceling a payment order is that of the customer, or (ii) detecting error in the 
22.29 	transmission or the content of the payment order or communication. A security procedure
22.30 	may impose an obligation on the receiving bank or the customer, and may require the use 
23.1 	of algorithms or other codes, identifying words or, numbers, symbols, sounds, biometrics,
23.2 	encryption, callback procedures, or similar security devices. Comparison of a signature on 
23.3 	a payment order or communication with an authorized specimen signature of the customer
23.4 	or requiring a payment order to be sent from a known email address, IP address, or telephone 
23.5 	number is not by itself a security procedure.

23.6 	Sec. 3. Minnesota Statutes 2022, section 336.4A-202, is amended to read:
23.7 	336.4A-202 AUTHORIZED AND VERIFIED PAYMENT ORDERS.
23.8 	(a) A payment order received by the receiving bank is the authorized order of the person 
23.9 	identified as sender if that person authorized the order or is otherwise bound by it under the 
23.10 	law of agency.
23.11 	(b) If a bank and its customer have agreed that the authenticity of payment orders issued 
23.12 	to the bank in the name of the customer as sender will be verified pursuant to a security 
23.13 	procedure, a payment order received by the receiving bank is effective as the order of the 
23.14 	customer, whether or not authorized, if (i) the security procedure is a commercially reasonable 
23.15 	method of providing security against unauthorized payment orders, and (ii) the bank proves 
23.16 	that it accepted the payment order in good faith and in compliance with the bank's obligations 
23.17 	under the security procedure and any written agreement or instruction of the customer, 
23.18 	evidenced by a record, restricting acceptance of payment orders issued in the name of the 
23.19 	customer. The bank is not required to follow an instruction that violates a written an
23.20 	agreement with the customer, evidenced by a record, or notice of which is not received at 
23.21 	a time and in a manner affording the bank a reasonable opportunity to act on it before the 
23.22 	payment order is accepted.
23.23 	(c) Commercial reasonableness of a security procedure is a question of law to be 
23.24 	determined by considering the wishes of the customer expressed to the bank, the 
23.25 	circumstances of the customer known to the bank, including the size, type, and frequency 
23.26 	of payment orders normally issued by the customer to the bank, alternative security 
23.27 	procedures offered to the customer, and security procedures in general use by customers 
23.28 	and receiving banks similarly situated. A security procedure is deemed to be commercially 
23.29 	reasonable if (i) the security procedure was chosen by the customer after the bank offered, 
23.30 	and the customer refused, a security procedure that was commercially reasonable for that 
23.31 	customer, and (ii) the customer expressly agreed in writing a record to be bound by any 
23.32 	payment order, whether or not authorized, issued in its name and accepted by the bank in 
23.33 	compliance with the bank's obligations under the security procedure chosen by the customer.
24.1 	(d) The term "sender" in this article includes the customer in whose name a payment 
24.2 	order is issued if the order is the authorized order of the customer under subsection (a), or 
24.3 	it is effective as the order of the customer under subsection (b).
24.4 	(e) This section applies to amendments and cancellations of payment orders to the same 
24.5 	extent it applies to payment orders.
24.6 	(f) Except as provided in this section and in section 336.4A-203(a)(1), rights and 
24.7 	obligations arising under this section or section 336.4A-203 may not be varied by agreement.

24.8 	Sec. 4. Minnesota Statutes 2022, section 336.4A-203, is amended to read:
24.9 	336.4A-203 UNENFORCEABILITY OF CERTAIN VERIFIED PAYMENT 
24.10 	ORDERS.
24.11 	(a) If an accepted payment order is not, under section 336.4A-202(a), an authorized 
24.12 	order of a customer identified as sender, but is effective as an order of the customer pursuant 
24.13 	to section 336.4A-202(b), the following rules apply:
24.14 	(1) By express written agreement evidenced by a record, the receiving bank may limit 
24.15 	the extent to which it is entitled to enforce or retain payment of the payment order.
24.16 	(2) The receiving bank is not entitled to enforce or retain payment of the payment order 
24.17 	if the customer proves that the order was not caused, directly or indirectly, by a person (i) 
24.18 	entrusted at any time with duties to act for the customer with respect to payment orders or 
24.19 	the security procedure, or (ii) who obtained access to transmitting facilities of the customer 
24.20 	or who obtained, from a source controlled by the customer and without authority of the 
24.21 	receiving bank, information facilitating breach of the security procedure, regardless of how 
24.22 	the information was obtained or whether the customer was at fault. Information includes 
24.23 	any access device, computer software, or the like.
24.24 	(b) This section applies to amendments of payment orders to the same extent it applies 
24.25 	to payment orders.

24.26 	Sec. 5. Minnesota Statutes 2022, section 336.4A-207, is amended to read:
24.27 	336.4A-207 MISDESCRIPTION OF BENEFICIARY.
24.28 	(a) Subject to subsection (b), if, in a payment order received by the beneficiary's bank, 
24.29 	the name, bank account number, or other identification of the beneficiary refers to a 
24.30 	nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the 
24.31 	order and acceptance of the order cannot occur.
25.1 	(b) If a payment order received by the beneficiary's bank identifies the beneficiary both 
25.2 	by name and by an identifying or bank account number and the name and number identify 
25.3 	different persons, the following rules apply:
25.4 	(1) Except as otherwise provided in subsection (c), if the beneficiary's bank does not 
25.5 	know that the name and number refer to different persons, it may rely on the number as the 
25.6 	proper identification of the beneficiary of the order. The beneficiary's bank need not 
25.7 	determine whether the name and number refer to the same person.
25.8 	(2) If the beneficiary's bank pays the person identified by name or knows that the name 
25.9 	and number identify different persons, no person has rights as beneficiary except the person 
25.10 	paid by the beneficiary's bank if that person was entitled to receive payment from the 
25.11 	originator of the funds transfer. If no person has rights as beneficiary, acceptance of the 
25.12 	order cannot occur.
25.13 	(c) If (i) a payment order described in subsection (b) is accepted, (ii) the originator's 
25.14 	payment order described the beneficiary inconsistently by name and number, and (iii) the 
25.15 	beneficiary's bank pays the person identified by number as permitted by subsection (b)(1), 
25.16 	the following rules apply:
25.17 	(1) If the originator is a bank, the originator is obliged to pay its order.
25.18 	(2) If the originator is not a bank and proves that the person identified by number was 
25.19 	not entitled to receive payment from the originator, the originator is not obliged to pay its 
25.20 	order unless the originator's bank proves that the originator, before acceptance of the 
25.21 	originator's order, had notice that payment of a payment order issued by the originator might 
25.22 	be made by the beneficiary's bank on the basis of an identifying or bank account number 
25.23 	even if it identifies a person different from the named beneficiary. Proof of notice may be 
25.24 	made by any admissible evidence. The originator's bank satisfies the burden of proof if it 
25.25 	proves that the originator, before the payment order was accepted, signed a writing record
25.26 	stating the information to which the notice relates.
25.27 	(d) In a case governed by subsection (b)(1), if the beneficiary's bank rightfully pays the 
25.28 	person identified by number and that person was not entitled to receive payment from the 
25.29 	originator, the amount paid may be recovered from that person to the extent allowed by the 
25.30 	law governing mistake and restitution as follows:
25.31 	(1) If the originator is obliged to pay its payment order as stated in subsection (c), the 
25.32 	originator has the right to recover.
26.1 	(2) If the originator is not a bank and is not obliged to pay its payment order, the 
26.2 	originator's bank has the right to recover.

26.3 	Sec. 6. Minnesota Statutes 2022, section 336.4A-208, is amended to read:
26.4 	336.4A-208 MISDESCRIPTION OF INTERMEDIARY BANK OR 
26.5 	BENEFICIARY'S BANK.
26.6 	(a) This subsection applies to a payment order identifying an intermediary bank or the 
26.7 	beneficiary's bank only by an identifying number.
26.8 	(1) The receiving bank may rely on the number as the proper identification of the 
26.9 	intermediary or beneficiary's bank and need not determine whether the number identifies a 
26.10 	bank.
26.11 	(2) The sender is obliged to compensate the receiving bank for any loss and expenses 
26.12 	incurred by the receiving bank as a result of its reliance on the number in executing or 
26.13 	attempting to execute the order.
26.14 	(b) This subsection applies to a payment order identifying an intermediary bank or the 
26.15 	beneficiary's bank both by name and an identifying number if the name and number identify 
26.16 	different persons.
26.17 	(1) If the sender is a bank, the receiving bank may rely on the number as the proper 
26.18 	identification of the intermediary or beneficiary's bank if the receiving bank, when it executes 
26.19 	the sender's order, does not know that the name and number identify different persons. The 
26.20 	receiving bank need not determine whether the name and number refer to the same person 
26.21 	or whether the number refers to a bank. The sender is obliged to compensate the receiving 
26.22 	bank for any loss and expenses incurred by the receiving bank as a result of its reliance on 
26.23 	the number in executing or attempting to execute the order.
26.24 	(2) If the sender is not a bank and the receiving bank proves that the sender, before the 
26.25 	payment order was accepted, had notice that the receiving bank might rely on the number 
26.26 	as the proper identification of the intermediary or beneficiary's bank even if it identifies a 
26.27 	person different from the bank identified by name, the rights and obligations of the sender 
26.28 	and the receiving bank are governed by subsection (b)(1), as though the sender were a bank. 
26.29 	Proof of notice may be made by any admissible evidence. The receiving bank satisfies the 
26.30 	burden of proof if it proves that the sender, before the payment order was accepted, signed 
26.31 	a writing record stating the information to which the notice relates.
26.32 	(3) Regardless of whether the sender is a bank, the receiving bank may rely on the name 
26.33 	as the proper identification of the intermediary or beneficiary's bank if the receiving bank, 
27.1 	at the time it executes the sender's order, does not know that the name and number identify 
27.2 	different persons. The receiving bank need not determine whether the name and number 
27.3 	refer to the same person.
27.4 	(4) If the receiving bank knows that the name and number identify different persons, 
27.5 	reliance on either the name or the number in executing the sender's payment order is a breach 
27.6 	of the obligation stated in section 336.4A-302(a)(1).

27.7 	Sec. 7. Minnesota Statutes 2022, section 336.4A-210, is amended to read:
27.8 	336.4A-210 REJECTION OF PAYMENT ORDER.
27.9 	(a) A payment order is rejected by the receiving bank by a notice of rejection transmitted 
27.10 	to the sender orally, electronically, or in writing a record. A notice of rejection need not use 
27.11 	any particular words and is sufficient if it indicates that the receiving bank is rejecting the 
27.12 	order or will not execute or pay the order. Rejection is effective when the notice is given if 
27.13 	transmission is by a means that is reasonable in the circumstances. If notice of rejection is 
27.14 	given by a means that is not reasonable, rejection is effective when the notice is received. 
27.15 	If an agreement of the sender and receiving bank establishes the means to be used to reject 
27.16 	a payment order, (i) any means complying with the agreement is reasonable and (ii) any 
27.17 	means not complying is not reasonable unless no significant delay in receipt of the notice 
27.18 	resulted from the use of the noncomplying means.
27.19 	(b) This subsection applies if a receiving bank other than the beneficiary's bank fails to 
27.20 	execute a payment order despite the existence on the execution date of a withdrawable credit 
27.21 	balance in an authorized account of the sender sufficient to cover the order. If the sender 
27.22 	does not receive notice of rejection of the order on the execution date and the authorized 
27.23 	account of the sender does not bear interest, the bank is obliged to pay interest to the sender 
27.24 	on the amount of the order for the number of days elapsing after the execution date to the 
27.25 	earlier of the day the order is canceled pursuant to section 336.4A-211(d) or the day the 
27.26 	sender receives notice or learns that the order was not executed, counting the final day of 
27.27 	the period as an elapsed day. If the withdrawable credit balance during that period falls 
27.28 	below the amount of the order, the amount of interest is reduced accordingly.
27.29 	(c) If a receiving bank suspends payments, all unaccepted payment orders issued to it 
27.30 	are deemed rejected at the time the bank suspends payments.
27.31 	(d) Acceptance of a payment order precludes a later rejection of the order. Rejection of 
27.32 	a payment order precludes a later acceptance of the order.

28.1 	Sec. 8. Minnesota Statutes 2022, section 336.4A-211, is amended to read:
28.2 	336.4A-211 CANCELLATION AND AMENDMENT OF PAYMENT ORDER.
28.3 	(a) A communication of the sender of a payment order canceling or amending the order 
28.4 	may be transmitted to the receiving bank orally, electronically, or in writing a record. If a 
28.5 	security procedure is in effect between the sender and the receiving bank, the communication 
28.6 	is not effective to cancel or amend the order unless the communication is verified pursuant 
28.7 	to the security procedure or the bank agrees to the cancellation or amendment.
28.8 	(b) Subject to subsection (a), a communication by the sender canceling or amending a 
28.9 	payment order is effective to cancel or amend the order if notice of the communication is 
28.10 	received at a time and in a manner affording the receiving bank a reasonable opportunity 
28.11 	to act on the communication before the bank accepts the payment order.
28.12 	(c) After a payment order has been accepted, cancellation or amendment of the order is 
28.13 	not effective unless the receiving bank agrees or a funds-transfer system rule allows 
28.14 	cancellation or amendment without agreement of the bank.
28.15 	(1) With respect to a payment order accepted by a receiving bank other than the 
28.16 	beneficiary's bank, cancellation or amendment is not effective unless a conforming 
28.17 	cancellation or amendment of the payment order issued by the receiving bank is also made.
28.18 	(2) With respect to a payment order accepted by the beneficiary's bank, cancellation or 
28.19 	amendment is not effective unless the order was issued in execution of an unauthorized 
28.20 	payment order, or because of a mistake by a sender in the funds transfer which resulted in 
28.21 	the issuance of a payment order (i) that is a duplicate of a payment order previously issued 
28.22 	by the sender, (ii) that orders payment to a beneficiary not entitled to receive payment from 
28.23 	the originator, or (iii) that orders payment in an amount greater than the amount the 
28.24 	beneficiary was entitled to receive from the originator. If the payment order is canceled or 
28.25 	amended, the beneficiary's bank is entitled to recover from the beneficiary any amount paid 
28.26 	to the beneficiary to the extent allowed by the law governing mistake and restitution.
28.27 	(d) An unaccepted payment order is canceled by operation of law at the close of the fifth 
28.28 	funds-transfer business day of the receiving bank after the execution date or payment date 
28.29 	of the order.
28.30 	(e) A canceled payment order cannot be accepted. If an accepted payment order is 
28.31 	canceled, the acceptance is nullified and no person has any right or obligation based on the 
28.32 	acceptance. Amendment of a payment order is deemed to be cancellation of the original 
29.1 	order at the time of amendment and issue of a new payment order in the amended form at 
29.2 	the same time.
29.3 	(f) Unless otherwise provided in an agreement of the parties or in a funds-transfer system 
29.4 	rule, if the receiving bank, after accepting a payment order, agrees to cancellation or 
29.5 	amendment of the order by the sender or is bound by a funds-transfer system rule allowing 
29.6 	cancellation or amendment without the bank's agreement, the sender, whether or not 
29.7 	cancellation or amendment is effective, is liable to the bank for any loss and expenses, 
29.8 	including reasonable attorney's fees, incurred by the bank as a result of the cancellation or 
29.9 	amendment or attempted cancellation or amendment.
29.10 	(g) A payment order is not revoked by the death or legal incapacity of the sender unless 
29.11 	the receiving bank knows of the death or of an adjudication of incapacity by a court of 
29.12 	competent jurisdiction and has reasonable opportunity to act before acceptance of the order.
29.13 	(h) A funds-transfer system rule is not effective to the extent it conflicts with subsection 
29.14 	(c)(2).

29.15 	Sec. 9. Minnesota Statutes 2022, section 336.4A-305, is amended to read:
29.16 	336.4A-305 LIABILITY FOR LATE OR IMPROPER EXECUTION OR FAILURE 
29.17 	TO EXECUTE PAYMENT ORDER.
29.18 	(a) If a funds transfer is completed but execution of a payment order by the receiving 
29.19 	bank in breach of section 336.4A-302 results in delay in payment to the beneficiary, the 
29.20 	bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer 
29.21 	for the period of delay caused by the improper execution. Except as provided in subsection 
29.22 	(c), additional damages are not recoverable.
29.23 	(b) If execution of a payment order by a receiving bank in breach of section 336.4A-302
29.24 	results in (i) noncompletion of the funds transfer, (ii) failure to use an intermediary bank 
29.25 	designated by the originator, or (iii) issuance of a payment order that does not comply with 
29.26 	the terms of the payment order of the originator, the bank is liable to the originator for its 
29.27 	expenses in the funds transfer and for incidental expenses and interest losses, to the extent 
29.28 	not covered by subsection (a), resulting from the improper execution. Except as provided 
29.29 	in subsection (c), additional damages are not recoverable.
29.30 	(c) In addition to the amounts payable under subsections (a) and (b), damages, including 
29.31 	consequential damages, are recoverable to the extent provided in an express written
29.32 	agreement of the receiving bank, evidenced by a record.
30.1 	(d) If a receiving bank fails to execute a payment order it was obliged by express 
30.2 	agreement to execute, the receiving bank is liable to the sender for its expenses in the 
30.3 	transaction and for incidental expenses and interest losses resulting from the failure to 
30.4 	execute. Additional damages, including consequential damages, are recoverable to the extent 
30.5 	provided in an express written agreement of the receiving bank, evidenced by a record, but 
30.6 	are not otherwise recoverable.
30.7 	(e) Reasonable attorney's fees are recoverable if demand for compensation under 
30.8 	subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim 
30.9 	is made for breach of an agreement under subsection (d) and the agreement does not provide 
30.10 	for damages, reasonable attorney's fees are recoverable if demand for compensation under 
30.11 	subsection (d) is made and refused before an action is brought on the claim.
30.12 	(f) Except as stated in this section, the liability of a receiving bank under subsections 
30.13 	(a) and (b) may not be varied by agreement.

30.14 	ARTICLE 6
30.15 	LETTERS OF CREDIT

30.16 	Section 1. Minnesota Statutes 2022, section 336.5-104, is amended to read:
30.17 	336.5-104 FORMAL REQUIREMENTS.
30.18 	A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be 
30.19 	issued in any form that is a signed record and is authenticated (i) by a signature or (ii) in 
30.20 	accordance with the agreement of the parties or the standard practice referred to in section 
30.21 	336.5-108(e).

30.22 	Sec. 2. Minnesota Statutes 2022, section 336.5-116, is amended to read:
30.23 	336.5-116 CHOICE OF LAW AND FORUM.
30.24 	(a) The liability of an issuer, nominated person, or adviser for action or omission is 
30.25 	governed by the law of the jurisdiction chosen by an agreement in the form of a record 
30.26 	signed or otherwise authenticated by the affected parties in the manner provided in section 
30.27 	336.5-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. 
30.28 	The jurisdiction whose law is chosen need not bear any relation to the transaction.
30.29 	(b) Unless subsection (a) applies, the liability of an issuer, nominated person, or adviser 
30.30 	for action or omission is governed by the law of the jurisdiction in which the person is 
30.31 	located. The person is considered to be located at the address indicated in the person's 
31.1 	undertaking. If more than one address is indicated, the person is considered to be located 
31.2 	at the address from which the person's undertaking was issued.
31.3 	(c) For the purpose of jurisdiction, choice of law, and recognition of interbranch letters 
31.4 	of credit, but not enforcement of a judgment, all branches of a bank are considered separate 
31.5 	juridical entities and a bank is considered to be located at the place where its relevant branch 
31.6 	is considered to be located under this subsection (d).
31.7 	(d) A branch of a bank is considered to be located at the address indicated in the branch's 
31.8 	undertaking. If more than one address is indicated, the branch is considered to be located 
31.9 	at the address from which the undertaking was issued.
31.10 	(c) (e) Except as otherwise provided in this subsection, the liability of an issuer, 
31.11 	nominated person, or adviser is governed by any rules of custom or practice, such as the 
31.12 	Uniform Customs and Practice for Documentary Credits, to which the letter of credit, 
31.13 	confirmation, or other undertaking is expressly made subject. If (i) this article would govern 
31.14 	the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the 
31.15 	relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict 
31.16 	between this article and those rules as applied to that undertaking, those rules govern except 
31.17 	to the extent of any conflict with the nonvariable provisions specified in section 336.5-103(c).
31.18 	(d) (f) If there is conflict between this article and article 3, 4, 4A, or 9, this article governs.
31.19 	(e) (g) The forum for settling disputes arising out of an undertaking within this article 
31.20 	may be chosen in the manner and with the binding effect that governing law may be chosen 
31.21 	in accordance with subsection (a).

31.22 	ARTICLE 7
31.23 	DOCUMENTS OF TITLE

31.24 	Section 1. Minnesota Statutes 2022, section 336.7-102, is amended to read:
31.25 	336.7-102 DEFINITIONS AND INDEX OF DEFINITIONS.
31.26 	(a) In this article, unless the context otherwise requires:
31.27 	(1) "Bailee" means a person that by a warehouse receipt, bill of lading, or other document 
31.28 	of title acknowledges possession of goods and contracts to deliver them.
31.29 	(2) "Carrier" means a person that issues a bill of lading.
31.30 	(3) "Consignee" means a person named in a bill of lading to which or to whose order 
31.31 	the bill promises delivery.
32.1 	(4) "Consignor" means a person named in a bill of lading as the person from which the 
32.2 	goods have been received for shipment.
32.3 	(5) "Delivery order" means a record that contains an order to deliver goods directed to 
32.4 	a warehouse, carrier, or other person that in the ordinary course of business issues warehouse 
32.5 	receipts or bills of lading.
32.6 	(6) (Reserved.)
32.7 	(7) "Goods" means all things that are treated as movable for the purposes of a contract 
32.8 	for storage or transportation.
32.9 	(8) "Issuer" means a bailee that issues a document of title or, in the case of an unaccepted 
32.10 	delivery order, the person that orders the possessor of goods to deliver. The term includes 
32.11 	a person for which an agent or employee purports to act in issuing a document if the agent 
32.12 	or employee has real or apparent authority to issue documents, even if the issuer did not 
32.13 	receive any goods, the goods were misdescribed, or in any other respect the agent or 
32.14 	employee violated the issuer's instructions.
32.15 	(9) "Person entitled under the document" means the holder, in the case of a negotiable 
32.16 	document of title, or the person to which delivery of the goods is to be made by the terms 
32.17 	of, or pursuant to instructions in a record under, a nonnegotiable document of title.
32.18 	(10) (Reserved.)
32.19 	(11) "Sign" means, with present intent to authenticate or adopt a record: (Reserved.)
32.20 	(A) to execute or adopt a tangible symbol; or
32.21 	(B) to attach to or logically associate with the record an electronic sound, symbol, or 
32.22 	process.
32.23 	(12) "Shipper" means a person that enters into a contract of transportation with a carrier.
32.24 	(13) "Warehouse" means a person engaged in the business of storing goods for hire.
32.25 	(b) Definitions in other articles applying to this article and the sections in which they 
32.26 	appear are:
32.27 	(1) "Contract for sale," section 336.2-106.
32.28 	(2) "Lessee in the ordinary course of business," section 336.2A-103.
32.29 	(3) "Receipt" of goods, section 336.2-103.
32.30 	(c) In addition, article 1 contains general definitions and principles of construction and 
32.31 	interpretation applicable throughout this article.

33.1 	Sec. 2. Minnesota Statutes 2022, section 336.7-106, is amended to read:
33.2 	336.7-106 CONTROL OF ELECTRONIC DOCUMENT OF TITLE.
33.3 	(a) A person has control of an electronic document of title if a system employed for 
33.4 	evidencing the transfer of interests in the electronic document reliably establishes that person 
33.5 	as the person to which the electronic document was issued or transferred.
33.6 	(b) A system satisfies subsection (a), and a person is deemed to have has control of an 
33.7 	electronic document of title, if the document is created, stored, and assigned transferred in 
33.8 	such a manner that:
33.9 	(1) a single authoritative copy of the document exists which is unique, identifiable, and, 
33.10 	except as otherwise provided in paragraphs (4), (5), and (6), unalterable;
33.11 	(2) the authoritative copy identifies the person asserting control as:
33.12 	(A) the person to which the document was issued; or
33.13 	(B) if the authoritative copy indicates the document has been transferred, the person to 
33.14 	which the document was most recently transferred;
33.15 	(3) the authoritative copy is communicated to and maintained by the person asserting 
33.16 	control or its designated custodian;
33.17 	(4) copies or amendments that add or change an identified assignee transferee of the 
33.18 	authoritative copy can be made only with the consent of the person asserting control;
33.19 	(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as 
33.20 	a copy that is not the authoritative copy; and
33.21 	(6) any amendment of the authoritative copy is readily identifiable as authorized or 
33.22 	unauthorized.
33.23 	(c) A system satisfies subsection (a), and a person has control of an electronic document 
33.24 	of title, if an authoritative electronic copy of the document, a record attached to or logically 
33.25 	associated with the electronic copy, or a system in which the electronic copy is recorded:
33.26 	(1) enables the person readily to identify each electronic copy as either an authoritative 
33.27 	copy or a nonauthoritative copy;
33.28 	(2) enables the person readily to identify itself in any way, including by name, identifying 
33.29 	number, cryptographic key, office, or account number, as the person to which each 
33.30 	authoritative electronic copy was issued or transferred; and
33.31 	(3) gives the person exclusive power, subject to subsection (d), to:
34.1 	(A) prevent others from adding or changing the person to which each authoritative 
34.2 	electronic copy has been issued or transferred; and
34.3 	(B) transfer control of each authoritative electronic copy.
34.4 	(d) Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) 
34.5 	even if:
34.6 	(1) the authoritative electronic copy, a record attached to or logically associated with 
34.7 	the authoritative electronic copy, or a system in which the authoritative electronic copy is 
34.8 	recorded limits the use of the document of title or has a protocol that is programmed to 
34.9 	cause a change, including a transfer or loss of control; or
34.10 	(2) the power is shared with another person.
34.11 	(e) A power of a person is not shared with another person under subsection (d)(2) and 
34.12 	the person's power is not exclusive if:
34.13 	(1) the person can exercise the power only if the power also is exercised by the other 
34.14 	person; and
34.15 	(2) the other person:
34.16 	(A) can exercise the power without exercise of the power by the person; or
34.17 	(B) is the transferor to the person of an interest in the document of title.
34.18 	(f) If a person has the powers specified in subsection (c)(3)(A) and (B), the powers are 
34.19 	presumed to be exclusive.
34.20 	(g) A person has control of an electronic document of title if another person, other than 
34.21 	the transferor to the person of an interest in the document:
34.22 	(1) has control of the document and acknowledges that it has control on behalf of the 
34.23 	person; or
34.24 	(2) obtains control of the document after having acknowledged that it will obtain control 
34.25 	of the document on behalf of the person.
34.26 	(h) A person that has control under this section is not required to acknowledge that it 
34.27 	has control on behalf of another person.
34.28 	(i) If a person acknowledges that it has or will obtain control on behalf of another person, 
34.29 	unless the person otherwise agrees or law other than this article or article 9 otherwise 
34.30 	provides, the person does not owe any duty to the other person and is not required to confirm 
34.31 	the acknowledgment to any other person.

35.1 	ARTICLE 8
35.2 	INVESTMENTS SECURITIES

35.3 	Section 1. Minnesota Statutes 2022, section 336.8-102, is amended to read:
35.4 	336.8-102 DEFINITIONS.
35.5 	(a) In this article:
35.6 	(1) "Adverse claim" means a claim that a claimant has a property interest in a financial 
35.7 	asset and that it is a violation of the rights of the claimant for another person to hold, transfer, 
35.8 	or deal with the financial asset.
35.9 	(2) "Bearer form," as applied to a certificated security, means a form in which the security 
35.10 	is payable to the bearer of the security certificate according to its terms but not by reason 
35.11 	of an endorsement.
35.12 	(3) "Broker" means a person defined as a broker or dealer under the federal securities 
35.13 	laws, but without excluding a bank acting in that capacity.
35.14 	(4) "Certificated security" means a security that is represented by a certificate.
35.15 	(5) "Clearing corporation" means:
35.16 	(i) a person that is registered as a "clearing agency" under the federal securities laws;
35.17 	(ii) a federal reserve bank; or
35.18 	(iii) any other person that provides clearance or settlement services with respect to 
35.19 	financial assets that would require it to register as a clearing agency under the federal 
35.20 	securities laws but for an exclusion or exemption from the registration requirement, if its 
35.21 	activities as a clearing corporation, including promulgation of rules, are subject to regulation 
35.22 	by a federal or state governmental authority.
35.23 	(6) "Communicate" means to:
35.24 	(i) send a signed writing record; or
35.25 	(ii) transmit information by any mechanism agreed upon by the persons transmitting 
35.26 	and receiving the information.
35.27 	(7) "Entitlement holder" means a person identified in the records of a securities 
35.28 	intermediary as the person having a security entitlement against the securities intermediary. 
35.29 	If a person acquires a security entitlement by virtue of section 336.8-501(b)(2) or (3), that 
35.30 	person is the entitlement holder.
36.1 	(8) "Entitlement order" means a notification communicated to a securities intermediary 
36.2 	directing transfer or redemption of a financial asset to which the entitlement holder has a 
36.3 	security entitlement.
36.4 	(9) "Financial asset," except as otherwise provided in section 336.8-103, means:
36.5 	(i) a security;
36.6 	(ii) an obligation of a person or a share, participation, or other interest in a person or in 
36.7 	property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial 
36.8 	markets, or which is recognized in any area in which it is issued or dealt in as a medium for 
36.9 	investment; or
36.10 	(iii) any property that is held by a securities intermediary for another person in a securities 
36.11 	account if the securities intermediary has expressly agreed with the other person that the 
36.12 	property is to be treated as a financial asset under this article.
36.13 	As context requires, the term means either the interest itself or the means by which a person's 
36.14 	claim to it is evidenced, including a certificated or uncertificated security, a security 
36.15 	certificate, or a security entitlement.
36.16 	(10) (Reserved.)
36.17 	(11) "Endorsement" means a signature that alone or accompanied by other words is 
36.18 	made on a security certificate in registered form or on a separate document for the purpose 
36.19 	of assigning, transferring, or redeeming the security or granting a power to assign, transfer, 
36.20 	or redeem it.
36.21 	(12) "Instruction" means a notification communicated to the issuer of an uncertificated 
36.22 	security which directs that the transfer of the security be registered or that the security be 
36.23 	redeemed.
36.24 	(13) "Registered form," as applied to a certificated security, means a form in which:
36.25 	(i) the security certificate specifies a person entitled to the security; and
36.26 	(ii) a transfer of the security may be registered upon books maintained for that purpose 
36.27 	by or on behalf of the issuer, or the security certificate so states.
36.28 	(14) "Securities intermediary" means:
36.29 	(i) a clearing corporation; or
36.30 	(ii) a person, including a bank or broker, that in the ordinary course of its business 
36.31 	maintains securities accounts for others and is acting in that capacity.
37.1 	(15) "Security," except as otherwise provided in section 336.8-103, means an obligation 
37.2 	of an issuer or a share, participation, or other interest in an issuer or in property or an 
37.3 	enterprise of an issuer:
37.4 	(i) which is represented by a security certificate in bearer or registered form, or the 
37.5 	transfer of which may be registered upon books maintained for that purpose by or on behalf 
37.6 	of the issuer;
37.7 	(ii) which is one of a class or series or by its terms is divisible into a class or series of 
37.8 	shares, participations, interests, or obligations; and
37.9 	(iii) which:
37.10 	(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; 
37.11 	or
37.12 	(B) is a medium for investment and by its terms expressly provides that it is a security 
37.13 	governed by this article.
37.14 	(16) "Security certificate" means a certificate representing a security.
37.15 	(17) "Security entitlement" means the rights and property interest of an entitlement 
37.16 	holder with respect to a financial asset specified in part 5.
37.17 	(18) "Uncertificated security" means a security that is not represented by a certificate.
37.18 	(b) Other The following definitions applying to in this article and the sections in which 
37.19 	they appear are other articles apply to this article:
37.20 	"Appropriate person," section 336.8-107.
37.21 	"Control," section 336.8-106.
37.22 	"Controllable account," section 336.9-102.
37.23 	"Controllable electronic record," section 336.12-102.
37.24 	"Controllable payment intangible," section 336.9-102.
37.25 	"Delivery," section 336.8-301.
37.26 	"Investment company security," section 336.8-103.
37.27 	"Issuer," section 336.8-201.
37.28 	"Overissue," section 336.8-210.
37.29 	"Protected purchaser," section 336.8-303.
38.1 	"Securities account," section 336.8-501.
38.2 	(c) In addition, article 1 contains general definitions and principles of construction and 
38.3 	interpretation applicable throughout this article.
38.4 	(d) The characterization of a person, business, or transaction for purposes of this article 
38.5 	does not determine the characterization of the person, business, or transaction for purposes 
38.6 	of any other law, regulation, or rule.

38.7 	Sec. 2. Minnesota Statutes 2022, section 336.8-103, is amended to read:
38.8 	336.8-103 RULES FOR DETERMINING WHETHER CERTAIN OBLIGATIONS 
38.9 	AND INTERESTS ARE SECURITIES OR FINANCIAL ASSETS.
38.10 	(a) A share or similar equity interest issued by a corporation, business trust, joint stock 
38.11 	company, or similar entity is a security.
38.12 	(b) An "investment company security" is a security. "Investment company security" 
38.13 	means a share or similar equity interest issued by an entity that is registered as an investment 
38.14 	company under the federal investment company laws, an interest in a unit investment trust 
38.15 	that is so registered, or a face-amount certificate issued by a face-amount certificate company 
38.16 	that is so registered. Investment company security does not include an insurance policy or 
38.17 	endowment policy or annuity contract issued by an insurance company.
38.18 	(c) An interest in a partnership or limited liability company is a general intangible and 
38.19 	is not a security or a financial asset, except as follows:
38.20 	(1) An interest in a partnership or limited liability company is a security and is not a 
38.21 	general intangible if it is dealt in or traded on a securities exchange or in a securities market, 
38.22 	its terms expressly provide that it is a security governed by this article, or it is an investment 
38.23 	company security.
38.24 	(2) An interest in a partnership or limited liability company is a financial asset and is 
38.25 	not a general intangible if it is held in a securities account.
38.26 	(d) A writing that is a security certificate is governed by this article and not by article 
38.27 	3, even though it also meets the requirements of that article. However, a negotiable instrument 
38.28 	governed by article 3 is a financial asset if it is held in a securities account.
38.29 	(e) An option or similar obligation issued by a clearing corporation to its participants is 
38.30 	not a security, but is a financial asset.
38.31 	(f) A commodity contract, as defined in section 336.9-102(a)(15), is not a security or a 
38.32 	financial asset.
39.1 	(g) A document of title is not a financial asset unless section 336.8-102(a)(9)(iii) applies.
39.2 	(h) A controllable account, controllable electronic record, or controllable payment 
39.3 	intangible is not a financial asset unless section 336.8-102(a)(9)(iii) applies.

39.4 	Sec. 3. Minnesota Statutes 2022, section 336.8-106, is amended to read:
39.5 	336.8-106 CONTROL.
39.6 	(a) A purchaser has "control" of a certificated security in bearer form if the certificated 
39.7 	security is delivered to the purchaser.
39.8 	(b) A purchaser has "control" of a certificated security in registered form if the certificated 
39.9 	security is delivered to the purchaser, and:
39.10 	(1) the certificate is endorsed to the purchaser or in blank by an effective endorsement; 
39.11 	or
39.12 	(2) the certificate is registered in the name of the purchaser, upon original issue or 
39.13 	registration of transfer by the issuer.
39.14 	(c) A purchaser has "control" of an uncertificated security if:
39.15 	(1) the uncertificated security is delivered to the purchaser; or
39.16 	(2) the issuer has agreed that it will comply with instructions originated by the purchaser 
39.17 	without further consent by the registered owner.
39.18 	(d) A purchaser has "control" of a security entitlement if:
39.19 	(1) the purchaser becomes the entitlement holder;
39.20 	(2) the securities intermediary has agreed that it will comply with entitlement orders 
39.21 	originated by the purchaser without further consent by the entitlement holder; or
39.22 	(3) another person has control of the security entitlement on behalf of the purchaser or, 
39.23 	having previously acquired control of the security entitlement, acknowledges that it has 
39.24 	control on behalf of the purchaser., other than the transferor to the purchaser of an interest 
39.25 	in the security entitlement:
39.26 	(A) has control of the security entitlement and acknowledges that it has control on behalf 
39.27 	of the purchaser; or
39.28 	(B) obtains control of the security entitlement after having acknowledged that it will 
39.29 	obtain control of the security entitlement on behalf of the purchaser.
40.1 	(e) If an interest in a security entitlement is granted by the entitlement holder to the 
40.2 	entitlement holder's own securities intermediary, the securities intermediary has control.
40.3 	(f) A purchaser who has satisfied the requirements of subsection (c) or (d) has control, 
40.4 	even if the registered owner in the case of subsection (c) or the entitlement holder in the 
40.5 	case of subsection (d) retains the right to make substitutions for the uncertificated security 
40.6 	or security entitlement, to originate instructions or entitlement orders to the issuer or securities 
40.7 	intermediary, or otherwise to deal with the uncertificated security or security entitlement.
40.8 	(g) An issuer or a securities intermediary may not enter into an agreement of the kind 
40.9 	described in subsection (c)(2) or (d)(2) without the consent of the registered owner or 
40.10 	entitlement holder, but an issuer or a securities intermediary is not required to enter into 
40.11 	such an agreement even though the registered owner or entitlement holder so directs. An 
40.12 	issuer or securities intermediary that has entered into such an agreement is not required to 
40.13 	confirm the existence of the agreement to another party unless requested to do so by the 
40.14 	registered owner or entitlement holder.
40.15 	(h) A person that has control under this section is not required to acknowledge that it 
40.16 	has control on behalf of a purchaser.
40.17 	(i) If a person acknowledges that it has or will obtain control on behalf of a purchaser, 
40.18 	unless the person otherwise agrees or law other than this article or article 9 otherwise 
40.19 	provides, the person does not owe any duty to the purchaser and is not required to confirm 
40.20 	the acknowledgment to any other person.

40.21 	Sec. 4. Minnesota Statutes 2022, section 336.8-110, is amended to read:
40.22 	336.8-110 APPLICABILITY; CHOICE OF LAW.
40.23 	(a) The local law of the issuer's jurisdiction, as specified in subsection (d), governs:
40.24 	(1) the validity of a security;
40.25 	(2) the rights and duties of the issuer with respect to registration of transfer;
40.26 	(3) the effectiveness of registration of transfer by the issuer;
40.27 	(4) whether the issuer owes any duties to an adverse claimant to a security; and
40.28 	(5) whether an adverse claim can be asserted against a person to whom transfer of a 
40.29 	certificated or uncertificated security is registered or a person who obtains control of an 
40.30 	uncertificated security.
41.1 	(b) The local law of the securities intermediary's jurisdiction, as specified in subsection 
41.2 	(e), governs:
41.3 	(1) acquisition of a security entitlement from the securities intermediary;
41.4 	(2) the rights and duties of the securities intermediary and entitlement holder arising out 
41.5 	of a security entitlement;
41.6 	(3) whether the securities intermediary owes any duties to an adverse claimant to a 
41.7 	security entitlement; and
41.8 	(4) whether an adverse claim can be asserted against a person who acquires a security 
41.9 	entitlement from the securities intermediary or a person who purchases a security entitlement 
41.10 	or interest therein from an entitlement holder.
41.11 	(c) The local law of the jurisdiction in which a security certificate is located at the time 
41.12 	of delivery governs whether an adverse claim can be asserted against a person to whom the 
41.13 	security certificate is delivered.
41.14 	(d) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the security 
41.15 	is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction 
41.16 	specified by the issuer. An issuer organized under the law of this state may specify the law 
41.17 	of another jurisdiction as the law governing the matters specified in subsection (a)(2) through 
41.18 	(5).
41.19 	(e) The following rules determine a "securities intermediary's jurisdiction" for purposes 
41.20 	of this section:
41.21 	(1) If an agreement between the securities intermediary and its entitlement holder 
41.22 	governing the securities account expressly provides that a particular jurisdiction is the 
41.23 	securities intermediary's jurisdiction for purposes of this part, this article, or Laws 2000, 
41.24 	chapter 399, that jurisdiction is the securities intermediary's jurisdiction.
41.25 	(2) If paragraph (1) does not apply and an agreement between the securities intermediary 
41.26 	and its entitlement holder governing the securities account expressly provides that the 
41.27 	agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities 
41.28 	intermediary's jurisdiction.
41.29 	(3) If neither paragraph (1) nor (2) applies and an agreement between the securities 
41.30 	intermediary and its entitlement holder governing the securities account expressly provides 
41.31 	that the securities account is maintained at an office in a particular jurisdiction, that 
41.32 	jurisdiction is the securities intermediary's jurisdiction.
42.1 	(4) If none of the preceding paragraphs apply, the securities intermediary's jurisdiction 
42.2 	is the jurisdiction in which the office identified in an account statement as the office serving 
42.3 	the entitlement holder's account is located.
42.4 	(5) If none of the preceding paragraphs apply, the securities intermediary's jurisdiction 
42.5 	is the jurisdiction in which the chief executive office of the securities intermediary is located.
42.6 	(f) A securities intermediary's jurisdiction is not determined by the physical location of 
42.7 	certificates representing financial assets, or by the jurisdiction in which is organized the 
42.8 	issuer of the financial asset with respect to which an entitlement holder has a security 
42.9 	entitlement, or by the location of facilities for data processing or other record keeping 
42.10 	concerning the account.
42.11 	(g) The local law of the issuer's jurisdiction or the securities intermediary's jurisdiction 
42.12 	governs a matter or transaction specified in subsection (a) or (b) even if the matter or 
42.13 	transaction does not bear any relation to the jurisdiction.

42.14 	Sec. 5. Minnesota Statutes 2022, section 336.8-303, is amended to read:
42.15 	336.8-303 PROTECTED PURCHASER.
42.16 	(a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, 
42.17 	or of an interest therein, who:
42.18 	(1) gives value;
42.19 	(2) does not have notice of any adverse claim to the security; and
42.20 	(3) obtains control of the certificated or uncertificated security.
42.21 	(b) In addition to acquiring the rights of a purchaser, A protected purchaser also acquires 
42.22 	its interest in the security free of any adverse claim.

42.23 	ARTICLE 9
42.24 	SECURED TRANSACTIONS

42.25 	Section 1. Minnesota Statutes 2022, section 336.9-102, is amended to read:
42.26 	336.9-102 DEFINITIONS AND INDEX OF DEFINITIONS.
42.27 	(a) Definitions. In this article:
42.28 	(1) "Accession" means goods that are physically united with other goods in such a 
42.29 	manner that the identity of the original goods is not lost.
43.1 	(2) "Account", except as used in "account for,", "account statement," "account to," 
43.2 	"commodity account" in paragraph (14), "customer's account," "deposit account" in paragraph 
43.3 	(29), "on account of," and "statement of account," means a right to payment of a monetary 
43.4 	obligation, whether or not earned by performance, (i) for property that has been or is to be 
43.5 	sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be 
43.6 	rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation 
43.7 	incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire 
43.8 	of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge 
43.9 	card or information contained on or for use with the card, or (viii) as winnings in a lottery 
43.10 	or other game of chance operated or sponsored by a state, governmental unit of a state, or 
43.11 	person licensed or authorized to operate the game by a state or governmental unit of a state. 
43.12 	The term includes controllable accounts and health-care-insurance receivables. The term 
43.13 	does not include (i) rights to payment evidenced by chattel paper or an instrument, (ii) 
43.14 	commercial tort claims, (iii) deposit accounts, (iv) investment property, (v) letter of credit 
43.15 	rights or letters of credit, or (vi) rights to payment for money or funds advanced or sold, 
43.16 	other than rights arising out of the use of a credit or charge card or information contained 
43.17 	on or for use with the card, or (vii) rights to payment evidenced by an instrument.
43.18 	(3) "Account debtor" means a person obligated on an account, chattel paper, or general 
43.19 	intangible. The term does not include persons obligated to pay a negotiable instrument, even 
43.20 	if the negotiable instrument constitutes part of evidences chattel paper.
43.21 	(4) "Accounting", except as used in "accounting for", means a record:
43.22 	(A) authenticated signed by a secured party;
43.23 	(B) indicating the aggregate unpaid secured obligations as of a date not more than 35 
43.24 	days earlier or 35 days later than the date of the record; and
43.25 	(C) identifying the components of the obligations in reasonable detail.
43.26 	(5) "Agricultural lien" means an interest, other than a security interest, in farm products:
43.27 	(A) which secures payment or performance of an obligation for:
43.28 	(i) goods or services furnished in connection with a debtor's farming operation; or
43.29 	(ii) rent on real property leased by a debtor in connection with its farming operation;
43.30 	(B) which is created by statute in favor of a person that:
43.31 	(i) in the ordinary course of its business furnished goods or services to a debtor in 
43.32 	connection with a debtor's farming operation; or
44.1 	(ii) leased real property to a debtor in connection with the debtor's farming operation; 
44.2 	and
44.3 	(C) whose effectiveness does not depend on the person's possession of the personal 
44.4 	property.
44.5 	(6) "As-extracted collateral" means:
44.6 	(A) oil, gas, or other minerals that are subject to a security interest that:
44.7 	(i) is created by a debtor having an interest in the minerals before extraction; and
44.8 	(ii) attaches to the minerals as extracted; or
44.9 	(B) accounts arising out of the sale at the wellhead or minehead of oil, gas, or other 
44.10 	minerals in which the debtor had an interest before extraction.
44.11 	(7) "Authenticate" means: (Reserved.)
44.12 	(A) to sign; or
44.13 	(B) with present intent to adopt or accept a record, to attach to or logically associate 
44.14 	with the record an electronic sound, symbol, or process.
44.15 	(7A) "Assignee", except as used in "assignee for benefit of creditors", means a person 
44.16 	(i) in whose favor a security interest that secures an obligation is created or provided for 
44.17 	under a security agreement, whether or not the obligation is outstanding, or (ii) to which an 
44.18 	account, chattel paper, payment intangible, or promissory note has been sold. The term 
44.19 	includes a person to which a security interest has been transferred by a secured party.
44.20 	(7B) "Assignor" means a person that (i) under a security agreement creates or provides 
44.21 	for a security interest that secures an obligation or (ii) sells an account, chattel paper, payment 
44.22 	intangible, or promissory note. The term includes a secured party that has transferred a 
44.23 	security interest to another person.
44.24 	(8) "Bank" means an organization that is engaged in the business of banking. The term 
44.25 	includes savings banks, savings and loan associations, credit unions, and trust companies.
44.26 	(9) "Cash proceeds" means proceeds that are money, checks, deposit accounts, or the 
44.27 	like.
44.28 	(10) "Certificate of title" means a certificate of title with respect to which a statute 
44.29 	provides for the security interest in question to be indicated on the certificate as a condition 
44.30 	or result of the security interest's obtaining priority over the rights of a lien creditor with 
44.31 	respect to the collateral. The term includes another record maintained as an alternative to a 
45.1 	certificate of title by the governmental unit that issues certificates of title if a statute permits 
45.2 	the security interest in question to be indicated on the record as a condition or result of the 
45.3 	security interest's obtaining priority over the rights of a lien creditor with respect to the 
45.4 	collateral.
45.5 	(11) "Chattel paper" means:a record or records that evidence both a monetary obligation 
45.6 	and a security interest in specific goods, a security interest in specific goods and software 
45.7 	used in the goods, a security interest in specific goods and license of software used in the 
45.8 	goods, a lease of specific goods, or a lease of specific goods and license of software used 
45.9 	in the goods. In this paragraph, "monetary obligation" means a monetary obligation secured 
45.10 	by the goods or owed under a lease of the goods and includes a monetary obligation with 
45.11 	respect to software used in the goods. The term does not include (i) charters or other contracts 
45.12 	involving the use or hire of a vessel or (ii) records that evidence a right to payment arising 
45.13 	out of the use of a credit or charge card or information contained on or for use with the card. 
45.14 	If a transaction is evidenced by records that include an instrument or series of instruments, 
45.15 	the group of records taken together constitutes chattel paper.
45.16 	(A) a right to payment of a monetary obligation secured by specific goods, if the right 
45.17 	to payment and security agreement are evidenced by a record; or
45.18 	(B) a right to payment of a monetary obligation owed by a lessee under a lease agreement 
45.19 	with respect to specific goods and a monetary obligation owed by the lessee in connection 
45.20 	with the transaction giving rise to the lease, if:
45.21 	(i) the right to payment and lease agreement are evidenced by a record; and
45.22 	(ii) the predominant purpose of the transaction giving rise to the lease was to give the 
45.23 	lessee the right to possession and use of the goods.
45.24 	The term does not include a right to payment arising out of a charter or other contract 
45.25 	involving the use or hire of a vessel or a right to payment arising out of the use of a credit 
45.26 	or charge card or information contained on or for use with the card.
45.27 	(12) "Collateral" means the property subject to a security interest or agricultural lien. 
45.28 	The term includes:
45.29 	(A) proceeds to which a security interest attaches;
45.30 	(B) accounts, chattel paper, payment intangibles, and promissory notes that have been 
45.31 	sold; and
45.32 	(C) goods that are the subject of a consignment.
46.1 	(13) "Commercial tort claim" means a claim arising in tort with respect to which:
46.2 	(A) the claimant is an organization; or
46.3 	(B) the claimant is an individual and the claim:
46.4 	(i) arose in the course of the claimant's business or profession; and
46.5 	(ii) does not include damages arising out of personal injury to or the death of an 
46.6 	individual.
46.7 	(14) "Commodity account" means an account maintained by a commodity intermediary 
46.8 	in which a commodity contract is carried for a commodity customer.
46.9 	(15) "Commodity contract" means a commodity futures contract, an option on a 
46.10 	commodity futures contract, a commodity option, or another contract if the contract or 
46.11 	option is:
46.12 	(A) traded on or subject to the rules of a board of trade that has been designated as a 
46.13 	contract market for such a contract pursuant to federal commodities law; or
46.14 	(B) traded on a foreign commodity board of trade, exchange, or market, and is carried 
46.15 	on the books of a commodity intermediary for a commodity customer.
46.16 	(16) "Commodity customer" means a person for which a commodity intermediary carries 
46.17 	a commodity contract on its books.
46.18 	(17) "Commodity intermediary" means a person that:
46.19 	(A) is registered as a futures commission merchant under federal commodities law; or
46.20 	(B) in the ordinary course of its business provides clearance or settlement services for 
46.21 	a board of trade that has been designated as a contract market pursuant to federal commodities 
46.22 	law.
46.23 	(18) "Communicate" means:
46.24 	(A) to send a written or other tangible record;
46.25 	(B) to transmit a record by any means agreed upon by the persons sending and receiving 
46.26 	the record; or
46.27 	(C) in the case of transmission of a record to or by a filing office, to transmit a record 
46.28 	by any means prescribed by filing office rule.
46.29 	(19) "Consignee" means a merchant to which goods are delivered in a consignment.
47.1 	(20) "Consignment" means a transaction, regardless of its form, in which a person delivers 
47.2 	goods to a merchant for the purpose of sale and:
47.3 	(A) the merchant:
47.4 	(i) deals in goods of that kind under a name other than the name of the person making 
47.5 	delivery;
47.6 	(ii) is not an auctioneer; and
47.7 	(iii) is not generally known by its creditors to be substantially engaged in selling the 
47.8 	goods of others;
47.9 	(B) with respect to each delivery, the aggregate value of the goods is $1,000 or more at 
47.10 	the time of delivery;
47.11 	(C) the goods are not consumer goods immediately before delivery; and
47.12 	(D) the transaction does not create a security interest that secures an obligation.
47.13 	(21) "Consignor" means a person that delivers goods to a consignee in a consignment.
47.14 	(22) "Consumer debtor" means a debtor in a consumer transaction.
47.15 	(23) "Consumer goods" means goods that are used or bought for use primarily for 
47.16 	personal, family, or household purposes.
47.17 	(24) "Consumer goods transaction" means a consumer transaction in which:
47.18 	(A) an individual incurs an obligation primarily for personal, family, or household 
47.19 	purposes; and
47.20 	(B) a security interest in consumer goods secures the obligation.
47.21 	(25) "Consumer obligor" means an obligor who is an individual and who incurred the 
47.22 	obligation as part of a transaction entered into primarily for personal, family, or household 
47.23 	purposes.
47.24 	(26) "Consumer transaction" means a transaction in which (i) an individual incurs an 
47.25 	obligation primarily for personal, family, or household purposes, (ii) a security interest 
47.26 	secures the obligation, and (iii) the collateral is held or acquired primarily for personal, 
47.27 	family, or household purposes. The term includes consumer goods transactions.
47.28 	(27) "Continuation statement" means an amendment of a financing statement which:
47.29 	(A) identifies, by its file number, the initial financing statement to which it relates; and
48.1 	(B) indicates that it is a continuation statement for, or that it is filed to continue the 
48.2 	effectiveness of, the identified financing statement.
48.3 	(27A) "Controllable account" means an account evidenced by a controllable electronic 
48.4 	record that provides that the account debtor undertakes to pay the person that has control 
48.5 	under section 336.12-105 of the controllable electronic record.
48.6 	(27B) "Controllable payment intangible" means a payment intangible evidenced by a 
48.7 	controllable electronic record that provides that the account debtor undertakes to pay the 
48.8 	person that has control under section 336.12-105 of the controllable electronic record.
48.9 	(28) "Debtor" means:
48.10 	(A) a person having an interest, other than a security interest or other lien, in the collateral, 
48.11 	whether or not the person is an obligor;
48.12 	(B) a seller of accounts, chattel paper, payment intangibles, or promissory notes; or
48.13 	(C) a consignee.
48.14 	(29) "Deposit account" means a demand, time, savings, passbook, or similar account 
48.15 	maintained with a bank. The term does not include investment property or accounts evidenced 
48.16 	by an instrument.
48.17 	(30) "Document" means a document of title or a receipt of the type described in section 
48.18 	336.7-201 (b).
48.19 	(31) "Electronic chattel paper" means chattel paper evidenced by a record or records 
48.20 	consisting of information stored in an electronic medium. (Reserved.)
48.21 	(31A) "Electronic money" means money in an electronic form.
48.22 	(32) "Encumbrance" means a right, other than an ownership interest, in real property. 
48.23 	The term includes mortgages and other liens on real property.
48.24 	(33) "Equipment" means goods other than inventory, farm products, or consumer goods.
48.25 	(34) "Farm products" means goods, other than standing timber, with respect to which 
48.26 	the debtor is engaged in a farming operation and which are:
48.27 	(A) crops grown, growing, or to be grown, including:
48.28 	(i) crops produced on trees, vines, and bushes; and
48.29 	(ii) aquatic goods produced in aquacultural operations;
49.1 	(B) livestock, born or unborn, including aquatic goods produced in aquacultural 
49.2 	operations;
49.3 	(C) supplies used or produced in a farming operation; or
49.4 	(D) products of crops or livestock in their unmanufactured states.
49.5 	(35) "Farming operation" means raising, cultivating, propagating, fattening, grazing, or 
49.6 	any other farming, livestock, or aquacultural operation.
49.7 	(36) "File number" means the number assigned to an initial financing statement pursuant 
49.8 	to section 336.9-519 (a).
49.9 	(37) "Filing office" means an office designated in section 336.9-501 as the place to file 
49.10 	a financing statement.
49.11 	(38) "Filing office rule" means a rule adopted pursuant to Laws 2000, chapter 399, article 
49.12 	1, section 139.
49.13 	(39) "Financing statement" means a record or records composed of an initial financing 
49.14 	statement and any filed record relating to the initial financing statement.
49.15 	(40) "Fixture filing" means the filing of a financing statement covering goods that are 
49.16 	or are to become fixtures and satisfying section 336.9-502 (a) and (b). The term includes 
49.17 	the filing of a financing statement covering goods of a transmitting utility which are or are 
49.18 	to become fixtures.
49.19 	(41) "Fixtures" means goods that have become so related to particular real property that 
49.20 	an interest in them arises under real property law.
49.21 	(42) "General intangible" means any personal property, including things in action, other 
49.22 	than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, 
49.23 	instruments, investment property, letter of credit rights, letters of credit, money, and oil, 
49.24 	gas, or other minerals before extraction. The term includes controllable electronic records,
49.25 	payment intangibles, and software.
49.26 	(43) [Reserved.]
49.27 	(44) "Goods" means all things that are movable when a security interest attaches. The 
49.28 	term includes (i) fixtures, (ii) standing timber that is to be cut and removed under a 
49.29 	conveyance or contract for sale, (iii) the unborn young of animals, (iv) crops grown, growing, 
49.30 	or to be grown, even if the crops are produced on trees, vines, or bushes, and (v) 
49.31 	manufactured homes. The term also includes a computer program embedded in goods and 
49.32 	any supporting information provided in connection with a transaction relating to the program 
50.1 	if the program is associated with the goods in such a manner that it customarily is considered 
50.2 	part of the goods, or by becoming the owner of the goods, a person acquires a right to use 
50.3 	the program in connection with the goods. The term does not include a computer program 
50.4 	embedded in goods that consist solely of the medium in which the program is embedded. 
50.5 	The term also does not include accounts, chattel paper, commercial tort claims, deposit 
50.6 	accounts, documents, general intangibles, instruments, investment property, letter of credit 
50.7 	rights, letters of credit, money, or oil, gas, or other minerals before extraction.
50.8 	(45) "Governmental unit" means a subdivision, agency, department, county, parish, 
50.9 	municipality, or other unit of the government of the United States, a state, or a foreign 
50.10 	country. The term includes an organization having a separate corporate existence if the 
50.11 	organization is eligible to issue debt on which interest is exempt from income taxation under 
50.12 	the laws of the United States.
50.13 	(46) "Health-care-insurance receivable" means an interest in or claim under a policy of 
50.14 	insurance which is a right to payment of a monetary obligation for health-care goods or 
50.15 	services provided.
50.16 	(47) "Instrument" means a negotiable instrument or any other writing that evidences a 
50.17 	right to the payment of a monetary obligation, is not itself a security agreement or lease, 
50.18 	and is of a type that in ordinary course of business is transferred by delivery with any 
50.19 	necessary endorsement or assignment. The term does not include (i) investment property, 
50.20 	(ii) letters of credit, or (iii) writings that evidence a right to payment arising out of the use 
50.21 	of a credit or charge card or information contained on or for use with the card, or (iv) writings 
50.22 	that evidence chattel paper.
50.23 	(48) "Inventory" means goods, other than farm products, which:
50.24 	(A) are leased by a person as lessor;
50.25 	(B) are held by a person for sale or lease or to be furnished under a contract of service;
50.26 	(C) are furnished by a person under a contract of service; or
50.27 	(D) consist of raw materials, work in process, or materials used or consumed in a business.
50.28 	(49) "Investment property" means a security, whether certificated or uncertificated, 
50.29 	security entitlement, securities account, commodity contract, or commodity account.
50.30 	(50) "Jurisdiction of organization", with respect to a registered organization, means the 
50.31 	jurisdiction under whose law the organization is formed or organized.
51.1 	(51) "Letter of credit right" means a right to payment or performance under a letter of 
51.2 	credit, whether or not the beneficiary has demanded or is at the time entitled to demand 
51.3 	payment or performance. The term does not include the right of a beneficiary to demand 
51.4 	payment or performance under a letter of credit.
51.5 	(52) "Lien creditor" means:
51.6 	(A) a creditor that has acquired a lien on the property involved by attachment, levy, or 
51.7 	the like;
51.8 	(B) an assignee for benefit of creditors from the time of assignment;
51.9 	(C) a trustee in bankruptcy from the date of the filing of the petition; or
51.10 	(D) a receiver in equity from the time of appointment.
51.11 	(53) Unless a certificate has been issued, "manufactured home" means a structure, 
51.12 	transportable in one or more sections, which, in the traveling mode, is eight body feet or 
51.13 	more in width or 40 body feet or more in length, or, when erected on site, is 320 or more 
51.14 	square feet, and which is built on a permanent chassis and designed to be used as a dwelling 
51.15 	with or without a permanent foundation when connected to the required utilities, and includes 
51.16 	the plumbing, heating, air-conditioning, and electrical systems contained therein. The term 
51.17 	includes any structure that meets all of the requirements of this paragraph except the size 
51.18 	requirements and with respect to which the manufacturer voluntarily files a certification 
51.19 	required by the United States Secretary of Housing and Urban Development and complies 
51.20 	with the standards established under United States Code, title 42.
51.21 	A manufactured home within the meaning of this section does not include a manufactured 
51.22 	home for which a certificate of title as defined in section 336.9-102 (a)(10) has been issued.
51.23 	(54) "Manufactured home transaction" means a secured transaction:
51.24 	(A) that creates a purchase-money security interest in a manufactured home, other than 
51.25 	a manufactured home held as inventory; or
51.26 	(B) in which a manufactured home, other than a manufactured home held as inventory, 
51.27 	is the primary collateral.
51.28 	(54A) "Money" has the meaning in section 336.1-201(b)(24), but does not include (i) a 
51.29 	deposit account, or (ii) money in an electronic form that cannot be subjected to control under 
51.30 	section 336.9-105A.
51.31 	(55) "Mortgage" means a consensual interest in real property, including fixtures, which 
51.32 	secures payment or performance of an obligation. Mortgage includes an executory contract 
52.1 	for the sale of real property or of an interest in real property that entitles the purchaser to 
52.2 	possession of the real property.
52.3 	(56) "New debtor" means a person that becomes bound as debtor under section 336.9-203 
52.4 	(d) by a security agreement previously entered into by another person.
52.5 	(57) "New value" means (i) money, (ii) money's worth in property, services, or new 
52.6 	credit, or (iii) release by a transferee of an interest in property previously transferred to the 
52.7 	transferee. The term does not include an obligation substituted for another obligation.
52.8 	(58) "Noncash proceeds" means proceeds other than cash proceeds.
52.9 	(59) "Obligor" means a person that, with respect to an obligation secured by a security 
52.10 	interest in or an agricultural lien on the collateral, (i) owes payment or other performance 
52.11 	of the obligation, (ii) has provided property other than the collateral to secure payment or 
52.12 	other performance of the obligation, or (iii) is otherwise accountable in whole or in part for 
52.13 	payment or other performance of the obligation. The term does not include issuers or 
52.14 	nominated persons under a letter of credit.
52.15 	(60) "Original debtor," except as used in section 336.9-310 (c), means a person that, as 
52.16 	debtor, entered into a security agreement to which a new debtor has become bound under 
52.17 	section 336.9-203 (d).
52.18 	(61) "Payment intangible" means a general intangible under which the account debtor's 
52.19 	principal obligation is a monetary obligation. The term includes a controllable payment 
52.20 	intangible.
52.21 	(62) "Person related to," with respect to an individual, means:
52.22 	(A) the spouse of the individual;
52.23 	(B) a brother, brother-in-law, sister, or sister-in-law of the individual;
52.24 	(C) an ancestor or lineal descendant of the individual or the individual's spouse; or
52.25 	(D) any other relative, by blood or marriage, of the individual or the individual's spouse 
52.26 	who shares the same home with the individual.
52.27 	(63) "Person related to," with respect to an organization, means:
52.28 	(A) a person directly or indirectly controlling, controlled by, or under common control 
52.29 	with the organization;
52.30 	(B) an officer or director of, or a person performing similar functions with respect to, 
52.31 	the organization;
53.1 	(C) an officer or director of, or a person performing similar functions with respect to, a 
53.2 	person described in subparagraph (A);
53.3 	(D) the spouse of an individual described in subparagraph (A), (B), or (C); or
53.4 	(E) an individual who is related by blood or marriage to an individual described in 
53.5 	subparagraph (A), (B), (C), or (D), and shares the same home with the individual.
53.6 	(64) "Proceeds," except as used in section 336.9-609 (b), means the following property:
53.7 	(A) whatever is acquired upon the sale, lease, license, exchange, or other disposition of 
53.8 	collateral;
53.9 	(B) whatever is collected on, or distributed on account of, collateral;
53.10 	(C) rights arising out of collateral;
53.11 	(D) to the extent of the value of collateral, claims arising out of the loss, nonconformity, 
53.12 	or interference with the use of, defects or infringement of rights in, or damage to, the 
53.13 	collateral; or
53.14 	(E) to the extent of the value of collateral and to the extent payable to the debtor or the 
53.15 	secured party, insurance payable by reason of the loss or nonconformity of, defects or 
53.16 	infringement of rights in, or damage to, the collateral.
53.17 	(65) "Promissory note" means an instrument that evidences a promise to pay a monetary 
53.18 	obligation, does not evidence an order to pay, and does not contain an acknowledgment by 
53.19 	a bank that the bank has received for deposit a sum of money or funds.
53.20 	(66) "Proposal" means a record authenticated signed by a secured party which includes 
53.21 	the terms on which the secured party is willing to accept collateral in full or partial 
53.22 	satisfaction of the obligation it secures pursuant to sections 336.9-620, 336.9-621, and 
53.23 	336.9-622.
53.24 	(67) "Public-finance transaction" means a secured transaction in connection with which:
53.25 	(A) debt securities are issued;
53.26 	(B) all or a portion of the securities issued have an initial stated maturity of at least 20 
53.27 	years; and
53.28 	(C) the debtor, obligor, secured party, account debtor or other person obligated on 
53.29 	collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security 
53.30 	interest is a state or a governmental unit of a state.
54.1 	(68) "Public organic record" means a record that is available to the public for inspection 
54.2 	and is:
54.3 	(A) a record consisting of the record initially filed with or issued by a state or the United 
54.4 	States to form or organize an organization and any record filed with or issued by the state 
54.5 	or the United States which amends or restates the initial record;
54.6 	(B) an organic record of a business trust consisting of the record initially filed with a 
54.7 	state and any record filed with the state which amends or restates the initial record, if a 
54.8 	statute of the state governing business trusts requires that the record be filed with the state; 
54.9 	or
54.10 	(C) a record consisting of legislation enacted by the legislature of a state or the Congress 
54.11 	of the United States which forms or organizes an organization, any record amending the 
54.12 	legislation, and any record filed with or issued by the state or the United States which amends 
54.13 	or restates the name of the organization.
54.14 	(69) "Pursuant to commitment," with respect to an advance made or other value given 
54.15 	by a secured party, means pursuant to the secured party's obligation, whether or not a 
54.16 	subsequent event of default or other event not within the secured party's control has relieved 
54.17 	or may relieve the secured party from its obligation.
54.18 	(70) "Record," except as used in "for record", "of record", "record or legal title", and 
54.19 	"record owner", means information that is inscribed on a tangible medium or which is stored 
54.20 	in an electronic or other medium and is retrievable in perceivable form.
54.21 	(71) "Registered organization" means an organization formed or organized solely under 
54.22 	the law of a single state or the United States by the filing of a public organic record with, 
54.23 	the issuance of a public organic record by, or the enactment of legislation by the state or 
54.24 	the United States. The term includes a business trust that is formed or organized under the 
54.25 	law of a single state if a statute of the state governing business trusts requires that the business 
54.26 	trust's organic record be filed with the state.
54.27 	(72) "Secondary obligor" means an obligor to the extent that:
54.28 	(A) the obligor's obligation is secondary; or
54.29 	(B) the obligor has a right of recourse with respect to an obligation secured by collateral 
54.30 	against the debtor, another obligor, or property of either.
54.31 	(73) "Secured party" means:
55.1 	(A) a person in whose favor a security interest is created or provided for under a security 
55.2 	agreement, whether or not any obligation to be secured is outstanding;
55.3 	(B) a person that holds an agricultural lien;
55.4 	(C) a consignor;
55.5 	(D) a person to which accounts, chattel paper, payment intangibles, or promissory notes 
55.6 	have been sold;
55.7 	(E) a trustee, indenture trustee, agent, collateral agent, or other representative in whose 
55.8 	favor a security interest or agricultural lien is created or provided for; or
55.9 	(F) a person that holds a security interest arising under section 336.2-401, 336.2-505, 
55.10 	336.2-711 (3), 336.2A-508 (5), 336.4-210, or 336.5-118.
55.11 	(74) "Security agreement" means an agreement that creates or provides for a security 
55.12 	interest.
55.13 	(75) "Send," in connection with a record or notification, means: (Reserved.)
55.14 	(A) to deposit in the mail, deliver for transmission, or transmit by any other usual means 
55.15 	of communication, with postage or cost of transmission provided for, addressed to any 
55.16 	address reasonable under the circumstances; or
55.17 	(B) to cause the record or notification to be received within the time that it would have 
55.18 	been received if properly sent under subparagraph (A).
55.19 	(76) "Software" means a computer program and any supporting information provided 
55.20 	in connection with a transaction relating to the program. The term does not include a 
55.21 	computer program that is included in the definition of goods.
55.22 	(77) "State" means a state of the United States, the District of Columbia, Puerto Rico, 
55.23 	the United States Virgin Islands, or any territory or insular possession subject to the 
55.24 	jurisdiction of the United States.
55.25 	(78) "Supporting obligation" means a letter of credit right or secondary obligation that 
55.26 	supports the payment or performance of an account, chattel paper, a document, a general 
55.27 	intangible, an instrument, or investment property.
55.28 	(79) "Tangible chattel paper" means chattel paper evidenced by a record or records 
55.29 	consisting of information that is inscribed on a tangible medium. (Reserved.)
55.30 	(79A) "Tangible money" means money in a tangible form.
55.31 	(80) "Termination statement" means an amendment of a financing statement which:
56.1 	(A) identifies, by its file number, the initial financing statement to which it relates; and
56.2 	(B) indicates either that it is a termination statement or that the identified financing 
56.3 	statement is no longer effective.
56.4 	(81) "Transmitting utility" means a person primarily engaged in the business of:
56.5 	(A) operating a railroad, subway, street railway, or trolley bus;
56.6 	(B) transmitting communications electrically, electromagnetically, or by light;
56.7 	(C) transmitting goods by pipeline or sewer; or
56.8 	(D) transmitting or producing and transmitting electricity, steam, gas, or water.
56.9 	A person filing a financing statement under this article and under the authority of sections 
56.10 	336B.01 to 336B.03, 507.327, and 507.328 is a transmitting utility for purposes of this 
56.11 	article.
56.12 	(b) Definitions in other articles. "Control" as provided in section 336.7-106 and the 
56.13 	following definitions in other articles apply to this article:

56.14		"Applicant"
		Section 336.5-102.
	
56.15		"Beneficiary"
		Section 336.5-102.
	
56.16		"Broker"
		Section 336.8-102.
	
56.17		"Certificated security"
		Section 336.8-102.
	
56.18		"Check"
		Section 336.3-104.
	
56.19		"Clearing corporation"
		Section 336.8-102.
	
56.20		"Contract for sale"
		Section 336.2-106.
	
56.21		"Controllable electronic record"
		Section 336.12-102.
	
56.22		"Customer"
		Section 336.4-104.
	
56.23		"Entitlement holder"
		Section 336.8-102.
	
56.24		"Financial asset"
		Section 336.8-102.
	
56.25		"Holder in due course"
		Section 336.3-302.
	
56.26
56.27		"Issuer" (with respect to a letter of credit 
or letter of credit right)
		Section 336.5-102.
	
56.28		"Issuer" (with respect to a security)
		Section 336.8-201.
	
56.29
56.30		"Issuer" (with respect to documents of 
title)
		Section 336.7-102.
	
56.31		"Lease"
		Section 336.2A-103.
	
56.32		"Lease agreement"
		Section 336.2A-103.
	
56.33		"Lease contract"
		Section 336.2A-103.
	
56.34		"Leasehold interest"
		Section 336.2A-103.
	
56.35		"Lessee"
		Section 336.2A-103.
	
57.1		"Lessee in ordinary course of business"
		Section 336.2A-103.
	
57.2		"Lessor"
		Section 336.2A-103.
	
57.3		"Lessor's residual interest"
		Section 336.2A-103.
	
57.4		"Letter of credit"
		Section 336.5-102.
	
57.5		"Merchant"
		Section 336.2-104.
	
57.6		"Negotiable instrument"
		Section 336.3-104.
	
57.7		"Nominated person"
		Section 336.5-102.
	
57.8		"Note"
		Section 336.3-104.
	
57.9		"Proceeds of a letter of credit"
		Section 336.5-114.
	
57.10		"Protected purchaser"
		Section 336.8-303.
	
57.11		"Prove"
		Section 336.3-103.
	
57.12		"Qualifying purchaser"
		Section 336.12-102.
	
57.13		"Sale"
		Section 336.2-106.
	
57.14		"Securities account"
		Section 336.8-501.
	
57.15		"Securities intermediary"
		Section 336.8-102.
	
57.16		"Security"
		Section 336.8-102.
	
57.17		"Security certificate"
		Section 336.8-102.
	
57.18		"Security entitlement"
		Section 336.8-102.
	
57.19		"Uncertificated security"
		Section 336.8-102.
	
57.20 	(c) Article 1 definitions and principles. Article 1 contains general definitions and 
57.21 	principles of construction and interpretation applicable throughout this article.

57.22 	Sec. 2. Minnesota Statutes 2022, section 336.9-104, is amended to read:
57.23 	336.9-104 CONTROL OF DEPOSIT ACCOUNT.
57.24 	(a) Requirements for control. A secured party has control of a deposit account if:
57.25 	(1) the secured party is the bank with which the deposit account is maintained;
57.26 	(2) the debtor, secured party, and bank have agreed in an authenticated a signed record 
57.27 	that the bank will comply with instructions originated by the secured party directing 
57.28 	disposition of the funds in the deposit account without further consent by the debtor; or
57.29 	(3) the secured party becomes the bank's customer with respect to the deposit account.; 
57.30 	or
57.31 	(4) another person, other than the debtor:
57.32 	(A) has control of the deposit account and acknowledges that it has control on behalf of 
57.33 	the secured party; or
58.1 	(B) obtains control of the deposit account after having acknowledged that it will obtain 
58.2 	control of the deposit account on behalf of the secured party.
58.3 	(b) Debtor's right to direct disposition. A secured party that has satisfied subsection 
58.4 	(a) has control, even if the debtor retains the right to direct the disposition of funds from 
58.5 	the deposit account.

58.6 	Sec. 3. Minnesota Statutes 2022, section 336.9-105, is amended to read:
58.7 	336.9-105 CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING
58.8 	CHATTEL PAPER.
58.9 	(a) General rule: control of electronic copy of record evidencing chattel paper. A 
58.10 	secured party purchaser has control of an authoritative electronic copy of a record evidencing
58.11 	chattel paper if a system employed for evidencing the transfer assignment of interests in 
58.12 	the chattel paper reliably establishes the secured party purchaser as the person to which the 
58.13 	chattel paper authoritative electronic copy was assigned.
58.14 	(b) Specific facts giving control Single authoritative copy. A system satisfies subsection 
58.15 	(a) if the record or records comprising evidencing the chattel paper are created, stored, and 
58.16 	assigned in such a manner that:
58.17 	(1) a single authoritative copy of the record or records exists which is unique, identifiable, 
58.18 	and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;
58.19 	(2) the authoritative copy identifies the secured party purchaser as the assignee of the 
58.20 	record or records;
58.21 	(3) the authoritative copy is communicated to and maintained by the secured party
58.22 	purchaser or its designated custodian;
58.23 	(4) copies or amendments that add or change an identified assignee of the authoritative 
58.24 	copy can be made only with the consent of the secured party purchaser;
58.25 	(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as 
58.26 	a copy that is not the authoritative copy; and
58.27 	(6) any amendment of the authoritative copy is readily identifiable as authorized or 
58.28 	unauthorized.
58.29 	(c) One or more authoritative copies. A system satisfies subsection (a), and a purchaser 
58.30 	has control of an authoritative electronic copy of a record evidencing chattel paper, if the 
58.31 	electronic copy, a record attached to or logically associated with the electronic copy, or a 
58.32 	system in which the electronic copy is recorded:
59.1 	(1) enables the purchaser readily to identify each electronic copy as either an authoritative 
59.2 	copy or a nonauthoritative copy;
59.3 	(2) enables the purchaser readily to identify itself in any way, including by name, 
59.4 	identifying number, cryptographic key, office, or account number, as the assignee of the 
59.5 	authoritative electronic copy; and
59.6 	(3) gives the purchaser exclusive power, subject to subsection (d), to:
59.7 	(A) prevent others from adding or changing an identified assignee of the authoritative 
59.8 	electronic copy; and
59.9 	(B) transfer control of the authoritative electronic copy.
59.10 	(d) Meaning of exclusive. Subject to subsection (e), a power is exclusive under subsection 
59.11 	(c)(3)(A) and (B) even if:
59.12 	(1) the authoritative electronic copy, a record attached to or logically associated with 
59.13 	the authoritative electronic copy, or a system in which the authoritative electronic copy is 
59.14 	recorded limits the use of the authoritative electronic copy or has a protocol programmed 
59.15 	to cause a change, including a transfer or loss of control; or
59.16 	(2) the power is shared with another person.
59.17 	(e) When power not shared with another person. A power of a purchaser is not shared 
59.18 	with another person under subsection (d)(2) and the purchaser's power is not exclusive if:
59.19 	(1) the purchaser can exercise the power only if the power also is exercised by the other 
59.20 	person; and
59.21 	(2) the other person:
59.22 	(A) can exercise the power without exercise of the power by the purchaser; or
59.23 	(B) is the transferor to the purchaser of an interest in the chattel paper.
59.24 	(f) Presumption of exclusivity of certain powers. If a purchaser has the powers specified 
59.25 	in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.
59.26 	(g) Obtaining control through another person. A purchaser has control of an 
59.27 	authoritative electronic copy of a record evidencing chattel paper if another person, other 
59.28 	than the transferor to the purchaser of an interest in the chattel paper:
59.29 	(1) has control of the authoritative electronic copy and acknowledges that it has control 
59.30 	on behalf of the purchaser; or
60.1 	(2) obtains control of the authoritative electronic copy after having acknowledged that 
60.2 	it will obtain control of the electronic copy on behalf of the purchaser.

60.3 	Sec. 4. [336.9-105A] CONTROL OF ELECTRONIC MONEY.
60.4 	(a) General rule: control of electronic money. A person has control of electronic 
60.5 	money if:
60.6 	(1) the electronic money, a record attached to or logically associated with the electronic 
60.7 	money, or a system in which the electronic money is recorded gives the person:
60.8 	(A) power to avail itself of substantially all the benefit from the electronic money; and
60.9 	(B) exclusive power, subject to subsection (b), to:
60.10 	(i) prevent others from availing themselves of substantially all the benefit from the 
60.11 	electronic money; and
60.12 	(ii) transfer control of the electronic money to another person or cause another person 
60.13 	to obtain control of other electronic money as a result of the transfer of the electronic money; 
60.14 	and
60.15 	(2) the electronic money, a record attached to or logically associated with the electronic 
60.16 	money, or a system in which the electronic money is recorded enables the person readily 
60.17 	to identify itself in any way, including by name, identifying number, cryptographic key, 
60.18 	office, or account number, as having the powers under paragraph (1).
60.19 	(b) Meaning of exclusive. Subject to subsection (c), a power is exclusive under subsection 
60.20 	(a)(1)(B)(i) and (ii) even if:
60.21 	(1) the electronic money, a record attached to or logically associated with the electronic 
60.22 	money, or a system in which the electronic money is recorded limits the use of the electronic 
60.23 	money or has a protocol programmed to cause a change, including a transfer or loss of 
60.24 	control; or
60.25 	(2) the power is shared with another person.
60.26 	(c) When power not shared with another person. A power of a person is not shared 
60.27 	with another person under subsection (b)(2) and the person's power is not exclusive if:
60.28 	(1) the person can exercise the power only if the power also is exercised by the other 
60.29 	person; and
60.30 	(2) the other person:
60.31 	(A) can exercise the power without exercise of the power by the person; or
61.1 	(B) is the transferor to the person of an interest in the electronic money.
61.2 	(d) Presumption of exclusivity of certain powers. If a person has the powers specified 
61.3 	in subsection (a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
61.4 	(e) Control through another person. A person has control of electronic money if 
61.5 	another person, other than the transferor to the person of an interest in the electronic money:
61.6 	(1) has control of the electronic money and acknowledges that it has control on behalf 
61.7 	of the person; or
61.8 	(2) obtains control of the electronic money after having acknowledged that it will obtain 
61.9 	control of the electronic money on behalf of the person.

61.10 	Sec. 5. [336.9-107A] CONTROL OF CONTROLLABLE ELECTRONIC RECORD, 
61.11 	CONTROLLABLE ACCOUNT, OR CONTROLLABLE PAYMENT INTANGIBLE.
61.12 	(a) Control under section 336.12-105. A secured party has control of a controllable 
61.13 	electronic record as provided in section 336.12-105.
61.14 	(b) Control of controllable account and controllable payment intangible. A secured 
61.15 	party has control of a controllable account or controllable payment intangible if the secured 
61.16 	party has control of the controllable electronic record that evidences the controllable account 
61.17 	or controllable payment intangible.

61.18 	Sec. 6. [336.9-107B] NO REQUIREMENT TO ACKNOWLEDGE OR CONFIRM; 
61.19 	NO DUTIES.
61.20 	(a) No requirement to acknowledge. A person that has control under section 336.9-104, 
61.21 	336.9-105, or 336.9-105A is not required to acknowledge that it has control on behalf of 
61.22 	another person.
61.23 	(b) No duties or confirmation. If a person acknowledges that it has or will obtain control 
61.24 	on behalf of another person, unless the person otherwise agrees or law other than this article 
61.25 	otherwise provides, the person does not owe any duty to the other person and is not required 
61.26 	to confirm the acknowledgment to any other person.

62.1 	Sec. 7. Minnesota Statutes 2022, section 336.9-203, is amended to read:
62.2 	336.9-203 ATTACHMENT AND ENFORCEABILITY OF SECURITY INTEREST; 
62.3 	PROCEEDS; SUPPORTING OBLIGATIONS; FORMAL REQUISITES.
62.4 	(a) Attachment. A security interest attaches to collateral when it becomes enforceable 
62.5 	against the debtor with respect to the collateral, unless an agreement expressly postpones 
62.6 	the time of attachment.
62.7 	(b) Enforceability. Except as otherwise provided in subsections (c) through (i), a security 
62.8 	interest is enforceable against the debtor and third parties with respect to the collateral only 
62.9 	if:
62.10 	(1) value has been given;
62.11 	(2) the debtor has rights in the collateral or the power to transfer rights in the collateral 
62.12 	to a secured party; and
62.13 	(3) one of the following conditions is met:
62.14 	(A) the debtor has authenticated signed a security agreement that provides a description 
62.15 	of the collateral and, if the security interest covers timber to be cut, a description of the land 
62.16 	concerned;
62.17 	(B) the collateral is not a certificated security and is in the possession of the secured 
62.18 	party under section 336.9-313 pursuant to the debtor's security agreement;
62.19 	(C) the collateral is a certificated security in registered form and the security certificate 
62.20 	has been delivered to the secured party under section 336.8-301 pursuant to the debtor's 
62.21 	security agreement; or
62.22 	(D) the collateral is controllable accounts, controllable electronic records, controllable 
62.23 	payment intangibles, deposit accounts, electronic chattel paper documents, electronic money,
62.24 	investment property, or letter of credit rights, or electronic documents, and the secured party 
62.25 	has control under section 336.7-106, 336.9-104, 336.9-105 336.9-105A, 336.9-106, or
62.26 	336.9-107, or 336.9-107A pursuant to the debtor's security agreement.; or
62.27 	(E) the collateral is chattel paper and the secured party has possession and control under 
62.28 	section 336.9-314A pursuant to the debtor's security agreement.
62.29 	(c) Other UCC provisions. Subsection (b) is subject to section 336.4-210 on the security 
62.30 	interest of a collecting bank, section 336.5-118 on the security interest of a letter of credit 
62.31 	issuer or nominated person, section 336.9-110 on a security interest arising under article 2 
62.32 	or 2A, and section 336.9-206 on security interests in investment property.
63.1 	(d) When person becomes bound by another person's security agreement. A person 
63.2 	becomes bound as debtor by a security agreement entered into by another person if, by 
63.3 	operation of law other than this article or by contract:
63.4 	(1) the security agreement becomes effective to create a security interest in the person's 
63.5 	property; or
63.6 	(2) the person becomes generally obligated for the obligations of the other person, 
63.7 	including the obligation secured under the security agreement, and acquires or succeeds to 
63.8 	all or substantially all of the assets of the other person.
63.9 	(e) Effect of new debtor becoming bound. If a new debtor becomes bound as debtor 
63.10 	by a security agreement entered into by another person:
63.11 	(1) the agreement satisfies subsection (b)(3) with respect to existing or after-acquired 
63.12 	property of the new debtor to the extent the property is described in the agreement; and
63.13 	(2) another agreement is not necessary to make a security interest in the property 
63.14 	enforceable.
63.15 	(f) Proceeds and supporting obligations. The attachment of a security interest in 
63.16 	collateral gives the secured party the rights to proceeds provided by section 336.9-315 and 
63.17 	is also attachment of a security interest in a supporting obligation for the collateral.
63.18 	(g) Lien securing right to payment. The attachment of a security interest in a right to 
63.19 	payment or performance secured by a security interest or other lien on personal or real 
63.20 	property is also attachment of a security interest in the security interest, mortgage, or other 
63.21 	lien. The attachment of a security interest in the mortgage or lien on real property does not 
63.22 	create an interest in real property.
63.23 	(h) Security entitlement carried in securities account. The attachment of a security 
63.24 	interest in a securities account is also attachment of a security interest in the security 
63.25 	entitlements carried in the securities account.
63.26 	(i) Commodity contracts carried in commodity account. The attachment of a security 
63.27 	interest in a commodity account is also attachment of a security interest in the commodity 
63.28 	contracts carried in the commodity account.

63.29 	Sec. 8. Minnesota Statutes 2022, section 336.9-204, is amended to read:
63.30 	336.9-204 AFTER-ACQUIRED PROPERTY; FUTURE ADVANCES.
63.31 	(a) After-acquired collateral. Except as otherwise provided in subsection (b), a security 
63.32 	agreement may create or provide for a security interest in after-acquired collateral.
64.1 	(b) When after-acquired property clause not effective.Subject to subsection (b.1), a 
64.2 	security interest does not attach under a term constituting an after-acquired property clause 
64.3 	to:
64.4 	(1) consumer goods, other than an accession when given as additional security, unless 
64.5 	the debtor acquires rights in them within ten days after the secured party gives value; or
64.6 	(2) a commercial tort claim.
64.7 	(b.1) Limitation on subsection (b). Subsection (b) does not prevent a security interest 
64.8 	from attaching:
64.9 	(1) to consumer goods as proceeds under section 336.9-315(a) or commingled goods 
64.10 	under section 336.9-336(c);
64.11 	(2) to a commercial tort claim as proceeds under section 336.9-315(a); or
64.12 	(3) under an after-acquired property clause to property that is proceeds of consumer 
64.13 	goods or a commercial tort claim.
64.14 	(c) Future advances and other value. A security agreement may provide that collateral 
64.15 	secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold 
64.16 	in connection with, future advances or other value, whether or not the advances or value 
64.17 	are given pursuant to commitment.

64.18 	Sec. 9. Minnesota Statutes 2022, section 336.9-207, is amended to read:
64.19 	336.9-207 RIGHTS AND DUTIES OF SECURED PARTY HAVING POSSESSION 
64.20 	OR CONTROL OF COLLATERAL.
64.21 	(a) Duty of care when secured party in possession. Except as otherwise provided in 
64.22 	subsection (d), a secured party shall use reasonable care in the custody and preservation of 
64.23 	collateral in the secured party's possession. In the case of chattel paper or an instrument, 
64.24 	reasonable care includes taking necessary steps to preserve rights against prior parties unless 
64.25 	otherwise agreed.
64.26 	(b) Expenses, risks, duties, and rights when secured party in possession. Except as 
64.27 	otherwise provided in subsection (d), if a secured party has possession of collateral:
64.28 	(1) reasonable expenses, including the cost of insurance and payment of taxes or other 
64.29 	charges incurred in the custody, preservation, use, or operation of the collateral are chargeable 
64.30 	to the debtor and are secured by the collateral;
65.1 	(2) the risk of accidental loss or damage is on the debtor to the extent of a deficiency in 
65.2 	any effective insurance coverage;
65.3 	(3) the secured party shall keep the collateral identifiable, but fungible collateral may 
65.4 	be commingled; and
65.5 	(4) the secured party may use or operate the collateral:
65.6 	(A) for the purpose of preserving the collateral or its value;
65.7 	(B) as permitted by an order of a court having competent jurisdiction; or
65.8 	(C) except in the case of consumer goods, in the manner and to the extent agreed by the 
65.9 	debtor.
65.10 	(c) Duties and rights when secured party in possession or control. Except as otherwise 
65.11 	provided in subsection (d), a secured party having possession of collateral or control of 
65.12 	collateral under section 336.7-106, 336.9-104, 336.9-105, 336.9-105A,336.9-106, or
65.13 	336.9-107, or 336.9-107A:
65.14 	(1) may hold as additional security any proceeds, except money or funds, received from 
65.15 	the collateral;
65.16 	(2) shall apply money or funds received from the collateral to reduce the secured 
65.17 	obligation, unless remitted to the debtor; and
65.18 	(3) may create a security interest in the collateral.
65.19 	(d) Buyer of certain rights to payment. If the secured party is a buyer of accounts, 
65.20 	chattel paper, payment intangibles, or promissory notes or a consignor:
65.21 	(1) subsection (a) does not apply unless the secured party is entitled under an agreement:
65.22 	(A) to charge back uncollected collateral; or
65.23 	(B) otherwise to full or limited recourse against the debtor or a secondary obligor based 
65.24 	on the nonpayment or other default of an account debtor or other obligor on the collateral; 
65.25 	and
65.26 	(2) subsections (b) and (c) do not apply.

66.1 	Sec. 10. Minnesota Statutes 2022, section 336.9-208, is amended to read:
66.2 	336.9-208 ADDITIONAL DUTIES OF SECURED PARTY HAVING CONTROL 
66.3 	OF COLLATERAL.
66.4 	(a) Applicability of section. This section applies to cases in which there is no outstanding 
66.5 	secured obligation and the secured party is not committed to make advances, incur 
66.6 	obligations, or otherwise give value.
66.7 	(b) Duties of secured party after receiving demand from debtor. Within ten days 
66.8 	after receiving an authenticated a signed demand by the debtor:
66.9 	(1) a secured party having control of a deposit account under section 336.9-104(a)(2) 
66.10 	shall send to the bank with which the deposit account is maintained an authenticated statement
66.11 	a signed record that releases the bank from any further obligation to comply with instructions 
66.12 	originated by the secured party;
66.13 	(2) a secured party having control of a deposit account under section 336.9-104(a)(3) 
66.14 	shall:
66.15 	(A) pay the debtor the balance on deposit in the deposit account; or
66.16 	(B) transfer the balance on deposit into a deposit account in the debtor's name;
66.17 	(3) a secured party, other than a buyer, having control of electronic chattel paper under 
66.18 	section 336.9-105of an authoritative electronic copy of a record evidencing chattel paper 
66.19 	shall: transfer control of the electronic copy to the debtor or a person designated by the 
66.20 	debtor;
66.21 	(A) communicate the authoritative copy of the electronic chattel paper to the debtor or 
66.22 	its designated custodian;
66.23 	(B) if the debtor designates a custodian that is the designated custodian with which the 
66.24 	authoritative copy of the electronic chattel paper is maintained for the secured party, 
66.25 	communicate to the custodian an authenticated record releasing the designated custodian 
66.26 	from any further obligation to comply with instructions originated by the secured party and 
66.27 	instructing the custodian to comply with instructions originated by the debtor; and
66.28 	(C) take appropriate action to enable the debtor or its designated custodian to make 
66.29 	copies of or revisions to the authoritative copy which add or change an identified assignee 
66.30 	of the authoritative copy without the consent of the secured party;
66.31 	(4) a secured party having control of investment property under section 336.8-106(d)(2) 
66.32 	or 336.9-106(b) shall send to the securities intermediary or commodity intermediary with 
67.1 	which the security entitlement or commodity contract is maintained an authenticated a 
67.2 	signed record that releases the securities intermediary or commodity intermediary from any 
67.3 	further obligation to comply with entitlement orders or directions originated by the secured 
67.4 	party;
67.5 	(5) a secured party having control of a letter of credit right under section 336.9-107 shall 
67.6 	send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter 
67.7 	of credit to the secured party an authenticated a signed release from any further obligation 
67.8 	to pay or deliver proceeds of the letter of credit to the secured party; and
67.9 	(6) a secured party having control of an electronic document shall:
67.10 	(A) give control of the electronic document to the debtor or its designated custodian;
67.11 	(B) if the debtor designates a custodian that is the designated custodian with which the 
67.12 	authoritative copy of the electronic document is maintained for the secured party, 
67.13 	communicate to the custodian an authenticated record releasing the designated custodian 
67.14 	from any further obligation to comply with instructions originated by the secured party and 
67.15 	instructing the custodian to comply with instructions originated by the debtor; and
67.16 	(C) take appropriate action to enable the debtor or its designated custodian to make 
67.17 	copies of or revisions to the authoritative copy which add or change an identified assignee 
67.18 	of the authoritative copy without the consent of the secured party.
67.19 	(6) a secured party having control under section 336.7-106 of an authoritative electronic 
67.20 	copy of an electronic document of title shall transfer control of the electronic copy to the 
67.21 	debtor or a person designated by the debtor;
67.22 	(7) a secured party having control under section 336.9-105A of electronic money shall 
67.23 	transfer control of the electronic money to the debtor or a person designated by the debtor; 
67.24 	and
67.25 	(8) a secured party having control under section 336.12-105 of a controllable electronic 
67.26 	record, other than a buyer of a controllable account or controllable payment intangible 
67.27 	evidenced by the controllable electronic record, shall transfer control of the controllable 
67.28 	electronic record to the debtor or a person designated by the debtor.

68.1 	Sec. 11. Minnesota Statutes 2022, section 336.9-209, is amended to read:
68.2 	336.9-209 DUTIES OF SECURED PARTY IF ACCOUNT DEBTOR HAS BEEN 
68.3 	NOTIFIED OF ASSIGNMENT.
68.4 	(a) Applicability of section. Except as otherwise provided in subsection (c), this section 
68.5 	applies if:
68.6 	(1) there is no outstanding secured obligation; and
68.7 	(2) the secured party is not committed to make advances, incur obligations, or otherwise 
68.8 	give value.
68.9 	(b) Duties of secured party after receiving demand from debtor. Within ten days 
68.10 	after receiving an authenticated a signed demand by the debtor, a secured party shall send 
68.11 	to an account debtor that has received notification under section 336.9-406(a) or 
68.12 	366.12-106(b) of an assignment to the secured party as assignee under section 336.9-406(a) 
68.13 	an authenticated a signed record that releases the account debtor from any further obligation 
68.14 	to the secured party.
68.15 	(c) Inapplicability to sales. This section does not apply to an assignment constituting 
68.16 	the sale of an account, chattel paper, or payment intangible.

68.17 	Sec. 12. Minnesota Statutes 2022, section 336.9-210, is amended to read:
68.18 	336.9-210 REQUEST FOR ACCOUNTING; REQUEST REGARDING LIST OF 
68.19 	COLLATERAL OR STATEMENT OF ACCOUNT.
68.20 	(a) Definitions. In this section:
68.21 	(1) "Request" means a record of a type described in paragraph (2), (3), or (4).
68.22 	(2) "Request for an accounting" means a record authenticated signed by a debtor 
68.23 	requesting that the recipient provide an accounting of the unpaid obligations secured by 
68.24 	collateral and reasonably identifying the transaction or relationship that is the subject of the 
68.25 	request.
68.26 	(3) "Request regarding a list of collateral" means a record authenticated signed by a 
68.27 	debtor requesting that the recipient approve or correct a list of what the debtor believes to 
68.28 	be the collateral securing an obligation and reasonably identifying the transaction or 
68.29 	relationship that is the subject of the request.
68.30 	(4) "Request regarding a statement of account" means a record authenticated signed by 
68.31 	a debtor requesting that the recipient approve or correct a statement indicating what the 
69.1 	debtor believes to be the aggregate amount of unpaid obligations secured by collateral as 
69.2 	of a specified date and reasonably identifying the transaction or relationship that is the 
69.3 	subject of the request.
69.4 	(b) Duty to respond to requests. Subject to subsections (c), (d), (e), and (f), a secured 
69.5 	party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory 
69.6 	notes or a consignor, shall comply with a request within 14 days after receipt:
69.7 	(1) in the case of a request for an accounting, by authenticating signing and sending to 
69.8 	the debtor an accounting; and
69.9 	(2) in the case of a request regarding a list of collateral or a request regarding a statement 
69.10 	of account, by authenticating signing and sending to the debtor an approval or correction.
69.11 	(c) Request regarding list of collateral; statement concerning type of collateral. A 
69.12 	secured party that claims a security interest in all of a particular type of collateral owned 
69.13 	by the debtor may comply with a request regarding a list of collateral by sending to the 
69.14 	debtor an authenticated a signed record including a statement to that effect within 14 days 
69.15 	after receipt.
69.16 	(d) Request regarding list of collateral; no interest claimed. A person that receives 
69.17 	a request regarding a list of collateral, claims no interest in the collateral when it receives 
69.18 	the request, and claimed an interest in the collateral at an earlier time shall comply with the 
69.19 	request within 14 days after receipt by sending to the debtor an authenticated a signed record:
69.20 	(1) disclaiming any interest in the collateral; and
69.21 	(2) if known to the recipient, providing the name and mailing address of any assignee 
69.22 	of or successor to the recipient's interest in the collateral.
69.23 	(e) Request for accounting or regarding statement of account; no interest in 
69.24 	obligation claimed. A person that receives a request for an accounting or a request regarding 
69.25 	a statement of account, claims no interest in the obligations when it receives the request, 
69.26 	and claimed an interest in the obligations at an earlier time shall comply with the request 
69.27 	within 14 days after receipt by sending to the debtor an authenticated a signed record:
69.28 	(1) disclaiming any interest in the obligations; and
69.29 	(2) if known to the recipient, providing the name and mailing address of any assignee 
69.30 	of or successor to the recipient's interest in the obligations.
70.1 	(f) Charges for responses. A debtor is entitled without charge to one response to a 
70.2 	request under this section during any six-month period. The secured party may require 
70.3 	payment of a charge not exceeding $25 for each additional response.

70.4 	Sec. 13. Minnesota Statutes 2022, section 336.9-301, is amended to read:
70.5 	336.9-301 LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY 
70.6 	INTERESTS.
70.7 	Except as otherwise provided in sections 336.9-303 through 336.9-306 336.306B, the 
70.8 	following rules determine the law governing perfection, the effect of perfection or 
70.9 	nonperfection, and the priority of a security interest in collateral:
70.10 	(1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, 
70.11 	the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, 
70.12 	and the priority of a security interest in collateral.
70.13 	(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs 
70.14 	perfection, the effect of perfection or nonperfection, and the priority of a possessory security 
70.15 	interest in that collateral.
70.16 	(3) Except as otherwise provided in paragraph (4), while tangible negotiable tangible
70.17 	documents, goods, instruments, or tangible money, or tangible chattel paper is located in a 
70.18 	jurisdiction, the local law of that jurisdiction governs:
70.19 	(A) perfection of a security interest in the goods by filing a fixture filing;
70.20 	(B) perfection of a security interest in timber to be cut; and
70.21 	(C) the effect of perfection or nonperfection and the priority of a nonpossessory security 
70.22 	interest in the collateral.
70.23 	(4) The local law of the jurisdiction in which the wellhead or minehead is located governs 
70.24 	perfection, the effect of perfection or nonperfection, and the priority of a security interest 
70.25 	in as-extracted collateral.

70.26 	Sec. 14. Minnesota Statutes 2022, section 336.9-304, is amended to read:
70.27 	336.9-304 LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY 
70.28 	INTERESTS IN DEPOSIT ACCOUNTS.
70.29 	(a) Law of bank's jurisdiction governs. The local law of a bank's jurisdiction governs 
70.30 	perfection, the effect of perfection or nonperfection, and the priority of a security interest 
71.1 	in a deposit account maintained with that bank even if the transaction does not bear any 
71.2 	relation to the bank's jurisdiction.
71.3 	(b) Bank's jurisdiction. The following rules determine a bank's jurisdiction for purposes 
71.4 	of this part:
71.5 	(1) If an agreement between the bank and the debtor governing the deposit account 
71.6 	expressly provides that a particular jurisdiction is the bank's jurisdiction for purposes of 
71.7 	this part, this article, or this chapter, that jurisdiction is the bank's jurisdiction.
71.8 	(2) If paragraph (1) does not apply and an agreement between the bank and its customer 
71.9 	governing the deposit account expressly provides that the agreement is governed by the law 
71.10 	of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
71.11 	(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the 
71.12 	bank and its customer governing the deposit account expressly provides that the deposit 
71.13 	account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank's 
71.14 	jurisdiction.
71.15 	(4) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction 
71.16 	in which the office identified in an account statement as the office serving the customer's 
71.17 	account is located.
71.18 	(5) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction 
71.19 	in which the chief executive office of the bank is located.

71.20 	Sec. 15. Minnesota Statutes 2022, section 336.9-305, is amended to read:
71.21 	336.9-305 LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY 
71.22 	INTERESTS IN INVESTMENT PROPERTY.
71.23 	(a) Governing law: general rules. Except as otherwise provided in subsection (c), the 
71.24 	following rules apply:
71.25 	(1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction 
71.26 	governs perfection, the effect of perfection or nonperfection, and the priority of a security 
71.27 	interest in the certificated security represented thereby.
71.28 	(2) The local law of the issuer's jurisdiction as specified in section 336.8-110(d), governs 
71.29 	perfection, the effect of perfection or nonperfection, and the priority of a security interest 
71.30 	in an uncertificated security.
72.1 	(3) The local law of the securities intermediary's jurisdiction as specified in section 
72.2 	336.8-110(e), governs perfection, the effect of perfection or nonperfection, and the priority 
72.3 	of a security interest in a security entitlement or securities account.
72.4 	(4) The local law of the commodity intermediary's jurisdiction governs perfection, the 
72.5 	effect of perfection or nonperfection, and the priority of a security interest in a commodity 
72.6 	contract or commodity account.
72.7 	(5) Paragraphs (2), (3), and (4) apply even if the transaction does not bear any relation 
72.8 	to the jurisdiction.
72.9 	(b) Commodity intermediary's jurisdiction. The following rules determine a commodity 
72.10 	intermediary's jurisdiction for purposes of this part:
72.11 	(1) If an agreement between the commodity intermediary and commodity customer 
72.12 	governing the commodity account expressly provides that a particular jurisdiction is the 
72.13 	commodity intermediary's jurisdiction for purposes of this part, this article, or this chapter, 
72.14 	that jurisdiction is the commodity intermediary's jurisdiction.
72.15 	(2) If paragraph (1) does not apply and an agreement between the commodity intermediary 
72.16 	and commodity customer governing the commodity account expressly provides that the 
72.17 	agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 
72.18 	commodity intermediary's jurisdiction.
72.19 	(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the 
72.20 	commodity intermediary and commodity customer governing the commodity account 
72.21 	expressly provides that the commodity account is maintained at an office in a particular 
72.22 	jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
72.23 	(4) If none of the preceding paragraphs applies, the commodity intermediary's jurisdiction 
72.24 	is the jurisdiction in which the office identified in an account statement as the office serving 
72.25 	the commodity customer's account is located.
72.26 	(5) If none of the preceding paragraphs applies, the commodity intermediary's jurisdiction 
72.27 	is the jurisdiction in which the chief executive office of the commodity intermediary is 
72.28 	located.
72.29 	(c) When perfection governed by law of jurisdiction where debtor located. The local 
72.30 	law of the jurisdiction in which the debtor is located governs:
72.31 	(1) perfection of a security interest in investment property by filing;
73.1 	(2) automatic perfection of a security interest in investment property created by a broker 
73.2 	or securities intermediary; and
73.3 	(3) automatic perfection of a security interest in a commodity contract or commodity 
73.4 	account created by a commodity intermediary.

73.5 	Sec. 16. [336.9-306A] LAW GOVERNING PERFECTION AND PRIORITY OF 
73.6 	SECURITY INTERESTS IN CHATTEL PAPER.
73.7 	(a) Chattel paper evidenced by authoritative electronic copy. Except as provided in 
73.8 	subsection (d), if chattel paper is evidenced only by an authoritative electronic copy of the 
73.9 	chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible 
73.10 	copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of 
73.11 	perfection or nonperfection, and the priority of a security interest in the chattel paper, even 
73.12 	if the transaction does not bear any relation to the chattel paper's jurisdiction.
73.13 	(b) Chattel paper's jurisdiction. The following rules determine the chattel paper's 
73.14 	jurisdiction under this section:
73.15 	(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record 
73.16 	attached to or logically associated with the electronic copy and readily available for review, 
73.17 	expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes 
73.18 	of this part, this article, or this chapter, that jurisdiction is the chattel paper's jurisdiction.
73.19 	(2) If paragraph (1) does not apply and the rules of the system in which the authoritative 
73.20 	electronic copy is recorded are readily available for review and expressly provide that a 
73.21 	particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this article, 
73.22 	or this chapter, that jurisdiction is the chattel paper's jurisdiction.
73.23 	(3) If paragraphs (1) and (2) do not apply and the authoritative electronic copy, or a 
73.24 	record attached to or logically associated with the electronic copy and readily available for 
73.25 	review, expressly provides that the chattel paper is governed by the law of a particular 
73.26 	jurisdiction, that jurisdiction is the chattel paper's jurisdiction.
73.27 	(4) If paragraphs (1), (2), and (3) do not apply and the rules of the system in which the 
73.28 	authoritative electronic copy is recorded are readily available for review and expressly 
73.29 	provide that the chattel paper or the system is governed by the law of a particular jurisdiction, 
73.30 	that jurisdiction is the chattel paper's jurisdiction.
73.31 	(5) If paragraphs (1) through (4) do not apply, the chattel paper's jurisdiction is the 
73.32 	jurisdiction in which the debtor is located.
74.1 	(c) Chattel paper evidenced by authoritative tangible copy. If an authoritative tangible 
74.2 	copy of a record evidences chattel paper and the chattel paper is not evidenced by an 
74.3 	authoritative electronic copy, while the authoritative tangible copy of the record evidencing 
74.4 	chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:
74.5 	(1) perfection of a security interest in the chattel paper by possession under section 
74.6 	336.9-314A; and
74.7 	(2) the effect of perfection or nonperfection and the priority of a security interest in the 
74.8 	chattel paper.
74.9 	(d) When perfection governed by law of jurisdiction where debtor located. The local 
74.10 	law of the jurisdiction in which the debtor is located governs perfection of a security interest 
74.11 	in chattel paper by filing.

74.12 	Sec. 17. [336.9-306B] LAW GOVERNING PERFECTION AND PRIORITY OF 
74.13 	SECURITY INTERESTS IN CONTROLLABLE ACCOUNTS, CONTROLLABLE 
74.14 	ELECTRONIC RECORDS, AND CONTROLLABLE PAYMENT INTANGIBLES.
74.15 	(a) Governing law: general rules. Except as provided in subsection (b), the local law 
74.16 	of the controllable electronic record's jurisdiction specified in section 336.12-107(c) and 
74.17 	(d) governs perfection, the effect of perfection or nonperfection, and the priority of a security 
74.18 	interest in a controllable electronic record and a security interest in a controllable account 
74.19 	or controllable payment intangible evidenced by the controllable electronic record.
74.20 	(b) When perfection governed by law of jurisdiction where debtor located. The local 
74.21 	law of the jurisdiction in which the debtor is located governs:
74.22 	(1) perfection of a security interest in a controllable account, controllable electronic 
74.23 	record, or controllable payment intangible by filing; and
74.24 	(2) automatic perfection of a security interest in a controllable payment intangible created 
74.25 	by a sale of the controllable payment intangible.

75.1 	Sec. 18. Minnesota Statutes 2022, section 336.9-310, is amended to read:
75.2 	336.9-310 WHEN FILING REQUIRED TO PERFECT SECURITY INTEREST 
75.3 	OR AGRICULTURAL LIEN; SECURITY INTERESTS AND AGRICULTURAL 
75.4 	LIENS TO WHICH FILING PROVISIONS DO NOT APPLY.
75.5 	(a) General rule: perfection by filing. Except as otherwise provided in subsection (b) 
75.6 	and section 336.9-312(b), a financing statement must be filed to perfect all security interests 
75.7 	and agricultural liens.
75.8 	(b) Exceptions: filing not necessary. The filing of a financing statement is not necessary 
75.9 	to perfect a security interest:
75.10 	(1) that is perfected under section 336.9-308(d), (e), (f), or (g);
75.11 	(2) that is perfected under section 336.9-309 when it attaches;
75.12 	(3) in property subject to a statute, regulation, or treaty described in section 336.9-311(a);
75.13 	(4) in goods in possession of a bailee which is perfected under section 336.9-312(d)(1) 
75.14 	or (2);
75.15 	(5) in certificated securities, documents, goods, or instruments which is perfected without 
75.16 	filing, control, or possession under section 336.9-312(e), (f), or (g);
75.17 	(6) in collateral in the secured party's possession under section 336.9-313;
75.18 	(7) in a certificated security which is perfected by delivery of the security certificate to 
75.19 	the secured party under section 336.9-313;
75.20 	(8) in controllable accounts, controllable electronic records, controllable payment 
75.21 	intangibles, deposit accounts, electronic chattel paper, electronic documents, investment 
75.22 	property, or letter of credit rights which is perfected by control under section 336.9-314;
75.23 	(8.1) in chattel paper which is perfected by possession and control under section 
75.24 	336.9-314A;
75.25 	(9) in proceeds which is perfected under section 336.9-315; or
75.26 	(10) that is perfected under section 336.9-316.
75.27 	(c) Assignment of perfected security interest. If a secured party assigns a perfected 
75.28 	security interest or agricultural lien, a filing under this article is not required to continue the 
75.29 	perfected status of the security interest against creditors of and transferees from the original 
75.30 	debtor.

76.1 	Sec. 19. Minnesota Statutes 2022, section 336.9-312, is amended to read:
76.2 	336.9-312 PERFECTION OF SECURITY INTERESTS IN CHATTEL PAPER,
76.3 	CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS, 
76.4 	CONTROLLABLE PAYMENT INTANGIBLES, DEPOSIT ACCOUNTS, 
76.5 	DOCUMENTS, GOODS COVERED BY DOCUMENTS, INSTRUMENTS, 
76.6 	INVESTMENT PROPERTY, LETTER OF CREDIT RIGHTS, AND MONEY; 
76.7 	PERFECTION BY PERMISSIVE FILING; TEMPORARY PERFECTION WITHOUT 
76.8 	FILING OR TRANSFER OF POSSESSION.
76.9 	(a) Perfection by filing permitted. A security interest in chattel paper, negotiable 
76.10 	documents, controllable accounts, controllable electronic records, controllable payment 
76.11 	intangibles, instruments, or investment property, or negotiable documents may be perfected 
76.12 	by filing.
76.13 	(b) Control or possession of certain collateral. Except as otherwise provided in section 
76.14 	336.9-315(c) and (d) for proceeds:
76.15 	(1) a security interest in a deposit account may be perfected only by control under section 
76.16 	336.9-314;
76.17 	(2) and except as otherwise provided in section 336.9-308(d), a security interest in a 
76.18 	letter of credit right may be perfected only by control under section 336.9-314; and
76.19 	(3) a security interest in tangible money may be perfected only by the secured party's 
76.20 	taking possession under section 336.9-313.; and
76.21 	(4) a security interest in electronic money may be perfected only by control under section 
76.22 	336.9-314.
76.23 	(c) Goods covered by negotiable document. While goods are in the possession of a 
76.24 	bailee that has issued a negotiable document covering the goods:
76.25 	(1) a security interest in the goods may be perfected by perfecting a security interest in 
76.26 	the document; and
76.27 	(2) a security interest perfected in the document has priority over any security interest 
76.28 	that becomes perfected in the goods by another method during that time.
76.29 	(d) Goods covered by nonnegotiable document. While goods are in the possession of 
76.30 	a bailee that has issued a nonnegotiable document covering the goods, a security interest in 
76.31 	the goods may be perfected by:
76.32 	(1) issuance of a document in the name of the secured party;
77.1 	(2) the bailee's receipt of notification of the secured party's interest; or
77.2 	(3) filing as to the goods.
77.3 	(e) Temporary perfection: new value. A security interest in certificated securities, 
77.4 	negotiable documents, or instruments is perfected without filing or the taking of possession 
77.5 	or control for a period of 20 days from the time it attaches to the extent that it arises for new 
77.6 	value given under an authenticated a signed security agreement.
77.7 	(f) Temporary perfection: goods or documents made available to debtor. A perfected 
77.8 	security interest in a negotiable document or goods in possession of a bailee, other than one 
77.9 	that has issued a negotiable document for the goods, remains perfected for 20 days without 
77.10 	filing if the secured party makes available to the debtor the goods or documents representing 
77.11 	the goods for the purpose of:
77.12 	(1) ultimate sale or exchange; or
77.13 	(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or 
77.14 	otherwise dealing with them in a manner preliminary to their sale or exchange.
77.15 	(g) Temporary perfection: delivery of security certificate or instrument to debtor.
77.16 	A perfected security interest in a certificated security or instrument remains perfected for 
77.17 	20 days without filing if the secured party delivers the security certificate or instrument to 
77.18 	the debtor for the purpose of:
77.19 	(1) ultimate sale or exchange; or
77.20 	(2) presentation, collection, enforcement, renewal, or registration of transfer.
77.21 	(h) Expiration of temporary perfection. After the 20-day period specified in subsection 
77.22 	(e), (f), or (g) expires, perfection depends upon compliance with this article.

77.23 	Sec. 20. Minnesota Statutes 2022, section 336.9-313, is amended to read:
77.24 	336.9-313 WHEN POSSESSION BY OR DELIVERY TO SECURED PARTY 
77.25 	PERFECTS SECURITY INTEREST WITHOUT FILING.
77.26 	(a) Perfection by possession or delivery. Except as otherwise provided in subsection 
77.27 	(b), a secured party may perfect a security interest in tangible negotiable documents, goods, 
77.28 	instruments, negotiable tangible documents, or tangible money, or tangible chattel paper
77.29 	by taking possession of the collateral. A secured party may perfect a security interest in 
77.30 	certificated securities by taking delivery of the certificated securities under section 336.8-301.
78.1 	(b) Goods covered by certificate of title. With respect to goods covered by a certificate 
78.2 	of title issued by this state, a secured party may perfect a security interest in the goods by 
78.3 	taking possession of the goods only in the circumstances described in section 336.9-316(d).
78.4 	(c) Collateral in possession of person other than debtor. With respect to collateral 
78.5 	other than certificated securities and goods covered by a document, a secured party takes 
78.6 	possession of collateral in the possession of a person other than the debtor, the secured 
78.7 	party, or a lessee of the collateral from the debtor in the ordinary course of the debtor's 
78.8 	business, when:
78.9 	(1) the person in possession authenticates signs a record acknowledging that it holds 
78.10 	possession of the collateral for the secured party's benefit; or
78.11 	(2) the person takes possession of the collateral after having authenticated signed a record 
78.12 	acknowledging that it will hold possession of the collateral for the secured party's benefit.
78.13 	(d) Time of perfection by possession; continuation of perfection. If perfection of a 
78.14 	security interest depends upon possession of the collateral by a secured party, perfection 
78.15 	occurs no not earlier than the time the secured party takes possession and continues only 
78.16 	while the secured party retains possession.
78.17 	(e) Time of perfection by delivery; continuation of perfection. A security interest in 
78.18 	a certificated security in registered form is perfected by delivery when delivery of the 
78.19 	certificated security occurs under section 336.8-301 and remains perfected by delivery until 
78.20 	the debtor obtains possession of the security certificate.
78.21 	(f) Acknowledgment not required. A person in possession of collateral is not required 
78.22 	to acknowledge that it holds possession for a secured party's benefit.
78.23 	(g) Effectiveness of acknowledgment; no duties or confirmation. If a person 
78.24 	acknowledges that it holds possession for the secured party's benefit:
78.25 	(1) the acknowledgment is effective under subsection (c) or section 336.8-301(a), even 
78.26 	if the acknowledgment violates the rights of a debtor; and
78.27 	(2) unless the person otherwise agrees or law other than this article otherwise provides, 
78.28 	the person does not owe any duty to the secured party and is not required to confirm the 
78.29 	acknowledgment to another person.
78.30 	(h) Secured party's delivery to person other than debtor. A secured party having 
78.31 	possession of collateral does not relinquish possession by delivering the collateral to a person 
78.32 	other than the debtor or a lessee of the collateral from the debtor in the ordinary course of 
79.1 	the debtor's business if the person was instructed before the delivery or is instructed 
79.2 	contemporaneously with the delivery:
79.3 	(1) to hold possession of the collateral for the secured party's benefit; or
79.4 	(2) to redeliver the collateral to the secured party.
79.5 	(i) Effect of delivery under subsection (h); no duties or confirmation. A secured 
79.6 	party does not relinquish possession, even if a delivery under subsection (h) violates the 
79.7 	rights of a debtor. A person to which collateral is delivered under subsection (h) does not 
79.8 	owe any duty to the secured party and is not required to confirm the delivery to another 
79.9 	person unless the person otherwise agrees or law other than this article otherwise provides.

79.10 	Sec. 21. Minnesota Statutes 2022, section 336.9-314, is amended to read:
79.11 	336.9-314 PERFECTION BY CONTROL.
79.12 	(a) Perfection by control. A security interest in investment property, controllable 
79.13 	accounts, controllable electronic records, controllable payment intangibles, deposit accounts,
79.14 	electronic documents, electronic money, investment property, or letter of credit rights, 
79.15 	electronic chattel paper, or electronic documents may be perfected by control of the collateral 
79.16 	under section 336.7-106, 336.9-104, 336.9-105 336.9-105A, 336.9-106, or336.9-107, or 
79.17 	336.9-107A.
79.18 	(b) Specified collateral: time of perfection by control; continuation of perfection.
79.19 	A security interest in controllable accounts, controllable electronic records, controllable 
79.20 	payment intangibles, deposit accounts, electronic chattel paper documents, electronic money, 
79.21 	or letter of credit rights, or electronic documents is perfected by control under section 
79.22 	336.7-106, 336.9-104, 336.9-105 336.9-105A, or336.9-107, or 336.9-107Awhen not earlier 
79.23 	than the secured party obtains control and remains perfected by control only while the 
79.24 	secured party retains control.
79.25 	(c) Investment property: time of perfection by control; continuation of perfection.
79.26 	A security interest in investment property is perfected by control under section 336.9-106
79.27 	from not earlier than the time the secured party obtains control and remains perfected by 
79.28 	control until:
79.29 	(1) the secured party does not have control; and
79.30 	(2) one of the following occurs:
79.31 	(A) if the collateral is a certificated security, the debtor has or acquires possession of 
79.32 	the security certificate;
80.1 	(B) if the collateral is an uncertificated security, the issuer has registered or registers the 
80.2 	debtor as the registered owner; or
80.3 	(C) if the collateral is a security entitlement, the debtor is or becomes the entitlement 
80.4 	holder.

80.5 	Sec. 22. [336.9-314A] PERFECTION BY POSSESSION AND CONTROL OF 
80.6 	CHATTEL PAPER.
80.7 	(a) Perfection by possession and control. A secured party may perfect a security interest 
80.8 	in chattel paper by taking possession of each authoritative tangible copy of the record 
80.9 	evidencing the chattel paper and obtaining control of each authoritative electronic copy of 
80.10 	the electronic record evidencing the chattel paper.
80.11 	(b) Time of perfection; continuation of perfection. A security interest is perfected 
80.12 	under subsection (a) not earlier than the time the secured party takes possession and obtains 
80.13 	control and remains perfected under subsection (a) only while the secured party retains 
80.14 	possession and control.
80.15 	(c) Application of section 336.9-313 to perfection by possession of chattel paper.
80.16 	Section 336.9-313(c) and (f) through (i) applies to perfection by possession of an authoritative 
80.17 	tangible copy of a record evidencing chattel paper.

80.18 	Sec. 23. Minnesota Statutes 2022, section 336.9-316, is amended to read:
80.19 	336.9-316 EFFECT OF CHANGE IN GOVERNING LAW.
80.20 	(a) General rule: effect on perfection of change in governing law. A security interest 
80.21 	perfected pursuant to the law of the jurisdiction designated in section 336.9-301 (1),or
80.22 	336.9-305 (c), 336.9-306A(d), or 336.9-306B(b) remains perfected until the earliest of:
80.23 	(1) the time perfection would have ceased under the law of that jurisdiction;
80.24 	(2) the expiration of four months after a change of the debtor's location to another 
80.25 	jurisdiction; or
80.26 	(3) the expiration of one year after a transfer of collateral to a person that thereby becomes 
80.27 	a debtor and is located in another jurisdiction.
80.28 	(b) Security interest perfected or unperfected under law of new jurisdiction. If a 
80.29 	security interest described in subsection (a) becomes perfected under the law of the other 
80.30 	jurisdiction before the earliest time or event described in that subsection, it remains perfected 
80.31 	thereafter. If the security interest does not become perfected under the law of the other 
81.1 	jurisdiction before the earliest time or event, it becomes unperfected and is deemed never 
81.2 	to have been perfected as against a purchaser of the collateral for value.
81.3 	(c) Possessory security interest in collateral moved to new jurisdiction. A possessory 
81.4 	security interest in collateral, other than goods covered by a certificate of title and as-extracted 
81.5 	collateral consisting of goods, remains continuously perfected if:
81.6 	(1) the collateral is located in one jurisdiction and subject to a security interest perfected 
81.7 	under the law of that jurisdiction;
81.8 	(2) thereafter the collateral is brought into another jurisdiction; and
81.9 	(3) upon entry into the other jurisdiction, the security interest is perfected under the law 
81.10 	of the other jurisdiction.
81.11 	(d) Goods covered by certificate of title from this state. Except as otherwise provided 
81.12 	in subsection (e), a security interest in goods covered by a certificate of title which is 
81.13 	perfected by any method under the law of another jurisdiction when the goods become 
81.14 	covered by a certificate of title from this state remains perfected until the security interest 
81.15 	would have become unperfected under the law of the other jurisdiction had the goods not 
81.16 	become so covered.
81.17 	(e) When subsection (d) security interest becomes unperfected against purchasers.
81.18 	A security interest described in subsection (d) becomes unperfected as against a purchaser 
81.19 	of the goods for value and is deemed never to have been perfected as against a purchaser 
81.20 	of the goods for value if the applicable requirements for perfection under section 336.9-311 
81.21 	(b) or 336.9-313 are not satisfied before the earlier of:
81.22 	(1) the time the security interest would have become unperfected under the law of the 
81.23 	other jurisdiction had the goods not become covered by a certificate of title from this state; 
81.24 	or
81.25 	(2) the expiration of four months after the goods had become so covered.
81.26 	(f) Change in jurisdiction of chattel paper, controllable electronic record, bank, 
81.27 	issuer, nominated person, securities intermediary, or commodity intermediary. A 
81.28 	security interest in chattel paper, controllable accounts, controllable electronic records, 
81.29 	controllable payment intangibles, deposit accounts, letter of credit rights, or investment 
81.30 	property which is perfected under the law of the chattel paper's jurisdiction, the controllable 
81.31 	electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated 
81.32 	person's jurisdiction, the securities intermediary's jurisdiction, or the commodity 
81.33 	intermediary's jurisdiction, as applicable, remains perfected until the earlier of:
82.1 	(1) the time the security interest would have become unperfected under the law of that 
82.2 	jurisdiction; or
82.3 	(2) the expiration of four months after a change of the applicable jurisdiction to another 
82.4 	jurisdiction.
82.5 	(g) Subsection (f) security interest perfected or unperfected under law of new 
82.6 	jurisdiction. If a security interest described in subsection (f) becomes perfected under the 
82.7 	law of the other jurisdiction before the earlier of the time or the end of the period described 
82.8 	in that subsection, it remains perfected thereafter. If the security interest does not become 
82.9 	perfected under the law of the other jurisdiction before the earlier of that time or the end of 
82.10 	that period, it becomes unperfected and is deemed never to have been perfected as against 
82.11 	a purchaser of the collateral for value.
82.12 	(h) Effect on filed financing statement of change in governing law. The following 
82.13 	rules apply to collateral to which a security interest attaches within four months after the 
82.14 	debtor changes its location to another jurisdiction:
82.15 	(1) A financing statement filed before the change pursuant to the law of the jurisdiction 
82.16 	designated in section 336.9-301 (1) or 336.9-305 (c) is effective to perfect a security interest 
82.17 	in the collateral if the financing statement would have been effective to perfect a security 
82.18 	interest in the collateral had the debtor not changed its location.
82.19 	(2) If a security interest perfected by a financing statement that is effective under 
82.20 	paragraph (1) becomes perfected under the law of the other jurisdiction before the earlier 
82.21 	of the time the financing statement would have become ineffective under the law of the 
82.22 	jurisdiction designated in section 336.9-301 (1) or 336.9-305 (c) or the expiration of the 
82.23 	four-month period, it remains perfected thereafter. If the security interest does not become 
82.24 	perfected under the law of the other jurisdiction before the earlier time or event, it becomes 
82.25 	unperfected and is deemed never to have been perfected as against a purchaser of the 
82.26 	collateral for value.
82.27 	(i) Effect of change in governing law on financing statement filed against original 
82.28 	debtor. If a financing statement naming an original debtor is filed pursuant to the law of 
82.29 	the jurisdiction designated in section 336.9-301 (1) or 336.9-305 (c) and the new debtor is 
82.30 	located in another jurisdiction, the following rules apply:
82.31 	(1) The financing statement is effective to perfect a security interest in collateral acquired 
82.32 	by the new debtor before, and within four months after, the new debtor becomes bound 
82.33 	under section 336.9-203 (d), if the financing statement would have been effective to perfect 
82.34 	a security interest in the collateral had the collateral been acquired by the original debtor.
83.1 	(2) A security interest perfected by the financing statement and which becomes perfected 
83.2 	under the law of the other jurisdiction before the earlier of the time the financing statement 
83.3 	would have become ineffective under the law of the jurisdiction designated in section 
83.4 	336.9-301 (1) or 336.9-305 (c) or the expiration of the four-month period remains perfected 
83.5 	thereafter. A security interest that is perfected by the financing statement but which does 
83.6 	not become perfected under the law of the other jurisdiction before the earlier time or event 
83.7 	becomes unperfected and is deemed never to have been perfected as against a purchaser of 
83.8 	the collateral for value.

83.9 	Sec. 24. Minnesota Statutes 2022, section 336.9-317, is amended to read:
83.10 	336.9-317 INTERESTS THAT TAKE PRIORITY OVER OR TAKE FREE OF 
83.11 	SECURITY INTEREST OR AGRICULTURAL LIEN.
83.12 	(a) Conflicting security interests and rights of lien creditors. A security interest or 
83.13 	agricultural lien is subordinate to the rights of:
83.14 	(1) a person entitled to priority under section 336.9-322; and
83.15 	(2) except as otherwise provided in subsection (e), a person that becomes a lien creditor 
83.16 	before the earlier of the time:
83.17 	(A) the security interest or agricultural lien is perfected; or
83.18 	(B) one of the conditions specified in section 336.9-203 (b)(3) is met and a financing 
83.19 	statement covering the collateral is filed.
83.20 	(b) Buyers that receive delivery. Except as otherwise provided in subsection (e), a 
83.21 	buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, 
83.22 	instruments, tangible documents, or a certificated security certificate takes free of a security 
83.23 	interest or agricultural lien if the buyer gives value and receives delivery of the collateral 
83.24 	without knowledge of the security interest or agricultural lien and before it is perfected.
83.25 	(c) Lessees that receive delivery. Except as otherwise provided in subsection (e), a 
83.26 	lessee of goods takes free of a security interest or agricultural lien if the lessee gives value 
83.27 	and receives delivery of the collateral without knowledge of the security interest or 
83.28 	agricultural lien and before it is perfected.
83.29 	(d) Licensees and buyers of certain collateral.Subject to subsections (f) through (i), 
83.30 	a licensee of a general intangible or a buyer, other than a secured party, of collateral other 
83.31 	than tangible chattel paper, tangible documents, electronic money, goods, instruments,
84.1 	tangible documents, or a certificated security takes free of a security interest if the licensee 
84.2 	or buyer gives value without knowledge of the security interest and before it is perfected.
84.3 	(e) Purchase-money security interest. Except as otherwise provided in sections 
84.4 	336.9-320 and 336.9-321, if a person files a financing statement with respect to a 
84.5 	purchase-money security interest before or within 20 days after the debtor receives delivery 
84.6 	of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien 
84.7 	creditor which arise between the time the security interest attaches and the time of filing.
84.8 	(f) Buyers of chattel paper. A buyer, other than a secured party, of chattel paper takes 
84.9 	free of a security interest if, without knowledge of the security interest and before it is 
84.10 	perfected, the buyer gives value and:
84.11 	(1) receives delivery of each authoritative tangible copy of the record evidencing the 
84.12 	chattel paper; and
84.13 	(2) if each authoritative electronic copy of the record evidencing the chattel paper can 
84.14 	be subjected to control under section 336.9-105, obtains control of each authoritative 
84.15 	electronic copy.
84.16 	(g) Buyers of electronic documents. A buyer of an electronic document takes free of 
84.17 	a security interest if, without knowledge of the security interest and before it is perfected, 
84.18 	the buyer gives value and, if each authoritative electronic copy of the document can be 
84.19 	subjected to control under section 336.7-106, obtains control of each authoritative electronic 
84.20 	copy.
84.21 	(h) Buyers of controllable electronic records. A buyer of a controllable electronic 
84.22 	record takes free of a security interest if, without knowledge of the security interest and 
84.23 	before it is perfected, the buyer gives value and obtains control of the controllable electronic 
84.24 	record.
84.25 	(i) Buyers of controllable accounts and controllable payment intangibles. A buyer, 
84.26 	other than a secured party, of a controllable account or a controllable payment intangible 
84.27 	takes free of a security interest if, without knowledge of the security interest and before it 
84.28 	is perfected, the buyer gives value and obtains control of the controllable account or 
84.29 	controllable payment intangible.

85.1 	Sec. 25. Minnesota Statutes 2022, section 336.9-323, is amended to read:
85.2 	336.9-323 FUTURE ADVANCES.
85.3 	(a) When priority based on time of advance. Except as otherwise provided in subsection 
85.4 	(c), for purposes of determining the priority of a perfected security interest under section 
85.5 	336.9-322(a)(1), perfection of the security interest dates from the time an advance is made 
85.6 	to the extent that the security interest secures an advance that:
85.7 	(1) is made while the security interest is perfected only:
85.8 	(A) under section 336.9-309 when it attaches; or
85.9 	(B) temporarily under section 336.9-312(e), (f), or (g); and
85.10 	(2) is not made pursuant to a commitment entered into before or while the security 
85.11 	interest is perfected by a method other than under section 336.9-309 or 336.9-312(e), (f), 
85.12 	or (g).
85.13 	(b) Lien creditor. Except as otherwise provided in subsection (c), a security interest is 
85.14 	subordinate to the rights of a person that becomes a lien creditor to the extent that the security 
85.15 	interest secures an advance made more than 45 days after the person becomes a lien creditor 
85.16 	unless the advance is made:
85.17 	(1) without knowledge of the lien; or
85.18 	(2) pursuant to a commitment entered into without knowledge of the lien.
85.19 	(c) Buyer of receivables. Subsections (a) and (b) do not apply to a security interest held 
85.20 	by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or 
85.21 	promissory notes or a consignor.
85.22 	(d) Buyer of goods. Except as otherwise provided in subsection (e), a buyer of goods 
85.23 	other than a buyer in ordinary course of business takes free of a security interest to the extent 
85.24 	that it secures advances made after the earlier of:
85.25 	(1) the time the secured party acquires knowledge of the buyer's purchase; or
85.26 	(2) 45 days after the purchase.
85.27 	(e) Advances made pursuant to commitment: priority of buyer of goods. Subsection 
85.28 	(d) does not apply if the advance is made pursuant to a commitment entered into without 
85.29 	knowledge of the buyer's purchase and before the expiration of the 45-day period.
86.1 	(f) Lessee of goods. Except as otherwise provided in subsection (g), a lessee of goods, 
86.2 	other than a lessee in ordinary course of business, takes the leasehold interest free of a 
86.3 	security interest to the extent that it secures advances made after the earlier of:
86.4 	(1) the time the secured party acquires knowledge of the lease; or
86.5 	(2) 45 days after the lease contract becomes enforceable.
86.6 	(g) Advances made pursuant to commitment: priority of lessee of goods. Subsection 
86.7 	(f) does not apply if the advance is made pursuant to a commitment entered into without 
86.8 	knowledge of the lease and before the expiration of the 45-day period.

86.9 	Sec. 26. Minnesota Statutes 2022, section 336.9-324, is amended to read:
86.10 	336.9-324 PRIORITY OF PURCHASE-MONEY SECURITY INTERESTS.
86.11 	(a) General rule: purchase-money priority. Except as otherwise provided in subsection 
86.12 	(g), a perfected purchase-money security interest in goods other than inventory or livestock 
86.13 	has priority over a conflicting security interest in the same goods, and, except as otherwise 
86.14 	provided in section 336.9-327, a perfected security interest in its identifiable proceeds also 
86.15 	has priority, if the purchase-money security interest is perfected when the debtor receives 
86.16 	possession of the collateral or within 20 days thereafter.
86.17 	(b) Inventory purchase-money priority. Subject to subsection (c) and except as 
86.18 	otherwise provided in subsection (g), a perfected purchase-money security interest in 
86.19 	inventory has priority over a conflicting security interest in the same inventory, has priority 
86.20 	over a conflicting security interest in chattel paper or an instrument constituting proceeds 
86.21 	of the inventory and in proceeds of the chattel paper, if so provided in section 336.9-330, 
86.22 	and, except as otherwise provided in section 336.9-327, also has priority in identifiable cash 
86.23 	proceeds of the inventory to the extent the identifiable cash proceeds are received on or 
86.24 	before the delivery of the inventory to a buyer, if:
86.25 	(1) the purchase-money security interest is perfected when the debtor receives possession 
86.26 	of the inventory;
86.27 	(2) the purchase-money secured party sends an authenticated a signed notification to 
86.28 	the holder of the conflicting security interest;
86.29 	(3) the holder of the conflicting security interest receives the notification within five 
86.30 	years before the debtor receives possession of the inventory; and
86.31 	(4) the notification states that the person sending the notification has or expects to acquire 
86.32 	a purchase-money security interest in inventory of the debtor and describes the inventory.
87.1 	(c) Holders of conflicting inventory security interests to be notified. Subsection (b)(2) 
87.2 	through (4) apply only if the holder of the conflicting security interest had filed a financing 
87.3 	statement covering the same types of inventory:
87.4 	(1) if the purchase-money security interest is perfected by filing, before the date of the 
87.5 	filing; or
87.6 	(2) if the purchase-money security interest is temporarily perfected without filing or 
87.7 	possession under section 336.9-312(f), before the beginning of the 20-day period thereunder.
87.8 	(d) Livestock purchase-money priority. Subject to subsection (e) and except as 
87.9 	otherwise provided in subsection (g), a perfected purchase-money security interest in 
87.10 	livestock that are farm products has priority over a conflicting security interest in the same 
87.11 	livestock, and, except as otherwise provided in section 336.9-327, a perfected security 
87.12 	interest in their identifiable proceeds and identifiable products in their unmanufactured 
87.13 	states also has priority, if:
87.14 	(1) the purchase-money security interest is perfected when the debtor receives possession 
87.15 	of the livestock;
87.16 	(2) the purchase-money secured party sends an authenticated a signed notification to 
87.17 	the holder of the conflicting security interest;
87.18 	(3) the holder of the conflicting security interest receives the notification within six 
87.19 	months before the debtor receives possession of the livestock; and
87.20 	(4) the notification states that the person sending the notification has or expects to acquire 
87.21 	a purchase-money security interest in livestock of the debtor and describes the livestock.
87.22 	(e) Holders of conflicting livestock security interests to be notified. Subsection (d)(2) 
87.23 	through (4) apply only if the holder of the conflicting security interest had filed a financing 
87.24 	statement covering the same types of livestock:
87.25 	(1) if the purchase-money security interest is perfected by filing, before the date of the 
87.26 	filing; or
87.27 	(2) if the purchase-money security interest is temporarily perfected without filing or 
87.28 	possession under section 336.9-312(f), before the beginning of the 20-day period thereunder.
87.29 	(f) Software purchase-money priority. Except as otherwise provided in subsection 
87.30 	(g), a perfected purchase-money security interest in software has priority over a conflicting 
87.31 	security interest in the same collateral, and, except as otherwise provided in section 
87.32 	336.9-327, a perfected security interest in its identifiable proceeds also has priority, to the 
88.1 	extent that the purchase-money security interest in the goods in which the software was 
88.2 	acquired for use has priority in the goods and proceeds of the goods under this section.
88.3 	(g) Conflicting purchase-money security interests. If more than one security interest 
88.4 	qualifies for priority in the same collateral under subsection (a), (b), (d), or (f):
88.5 	(1) a security interest securing an obligation incurred as all or part of the price of the 
88.6 	collateral has priority over a security interest securing an obligation incurred for value given 
88.7 	to enable the debtor to acquire rights in or the use of collateral; and
88.8 	(2) in all other cases, section 336.9-322(a) applies to the qualifying security interests.

88.9 	Sec. 27. [336.9-326A] PRIORITY OF SECURITY INTEREST IN CONTROLLABLE 
88.10 	ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, AND CONTROLLABLE 
88.11 	PAYMENT INTANGIBLE.
88.12 	A security interest in a controllable account, controllable electronic record, or controllable 
88.13 	payment intangible held by a secured party having control of the account, electronic record, 
88.14 	or payment intangible has priority over a conflicting security interest held by a secured party 
88.15 	that does not have control.

88.16 	Sec. 28. Minnesota Statutes 2022, section 336.9-330, is amended to read:
88.17 	336.9-330 PRIORITY OF PURCHASER OF CHATTEL PAPER OR 
88.18 	INSTRUMENT.
88.19 	(a) Purchaser's priority: security interest claimed merely as proceeds. A purchaser 
88.20 	of chattel paper has priority over a security interest in the chattel paper which is claimed 
88.21 	merely as proceeds of inventory subject to a security interest if:
88.22 	(1) in good faith and in the ordinary course of the purchaser's business, the purchaser 
88.23 	gives new value,and takes possession of each authoritative tangible copy of the record 
88.24 	evidencing the chattel paper,or and obtains control of under section 336.9-105 of each 
88.25 	authoritative electronic copy of the record evidencing the chattel paper under section 
88.26 	336.9-105; and
88.27 	(2) the authoritative copies of the record evidencing the chattel paper does do not indicate 
88.28 	that it the chattel paper has been assigned to an identified assignee other than the purchaser.
88.29 	(b) Purchaser's priority: other security interests. A purchaser of chattel paper has 
88.30 	priority over a security interest in the chattel paper which is claimed other than merely as 
88.31 	proceeds of inventory subject to a security interest if the purchaser gives new value,and
89.1 	takes possession of each authoritative tangible copy of the record evidencing the chattel 
89.2 	paper,or and obtains control of under section 336.9-105 of each authoritative electronic 
89.3 	copy of the record evidencing the chattel paper under section 336.9-105 in good faith, in 
89.4 	the ordinary course of the purchaser's business, and without knowledge that the purchase 
89.5 	violates the rights of the secured party.
89.6 	(c) Chattel paper purchaser's priority in proceeds. Except as otherwise provided in 
89.7 	section 336.9-327, a purchaser having priority in chattel paper under subsection (a) or (b) 
89.8 	also has priority in proceeds of the chattel paper to the extent that:
89.9 	(1) section 336.9-322 provides for priority in the proceeds; or
89.10 	(2) the proceeds consist of the specific goods covered by the chattel paper or cash 
89.11 	proceeds of the specific goods, even if the purchaser's security interest in the proceeds is 
89.12 	unperfected.
89.13 	(d) Instrument purchaser's priority. Except as otherwise provided in section 
89.14 	336.9-331(a), a purchaser of an instrument has priority over a security interest in the 
89.15 	instrument perfected by a method other than possession if the purchaser gives value and 
89.16 	takes possession of the instrument in good faith and without knowledge that the purchase 
89.17 	violates the rights of the secured party.
89.18 	(e) Holder of purchase-money security interest gives new value. For purposes of 
89.19 	subsections (a) and (b), the holder of a purchase-money security interest in inventory gives 
89.20 	new value for chattel paper constituting proceeds of the inventory.
89.21 	(f) Indication of assignment gives knowledge. For purposes of subsections (b) and (d), 
89.22 	if the authoritative copies of the record evidencing chattel paper or an instrument indicates
89.23 	indicate that it the chattel paper or instrument has been assigned to an identified secured 
89.24 	party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge 
89.25 	that the purchase violates the rights of the secured party.

90.1 	Sec. 29. Minnesota Statutes 2022, section 336.9-331, is amended to read:
90.2 	336.9-331 PRIORITY OF RIGHTS OF PURCHASERS OF INSTRUMENTS,
90.3 	CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS, 
90.4 	CONTROLLABLE PAYMENT INTANGIBLES, DOCUMENTS, INSTRUMENTS,
90.5 	AND SECURITIES UNDER OTHER ARTICLES; PRIORITY OF INTERESTS IN 
90.6 	FINANCIAL ASSETS AND SECURITY ENTITLEMENTS AND PROTECTION 
90.7 	AGAINST ASSERTION OF CLAIM UNDER ARTICLE ARTICLES 8 AND 12.
90.8 	(a) Rights under articles 3, 7, and 8, and 12 not limited. This article does not limit 
90.9 	the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable 
90.10 	document of title has been duly negotiated, or a protected purchaser of a security, or a 
90.11 	qualifying purchaser of a controllable account, controllable electronic record, or controllable 
90.12 	payment intangible. These holders or purchasers take priority over an earlier security interest, 
90.13 	even if perfected, to the extent provided in articles 3, 7, and 8, and 12.
90.14 	(b) Protection under article articles 8 and 12. This article does not limit the rights of 
90.15 	or impose liability on a person to the extent that the person is protected against the assertion 
90.16 	of a claim under article 8 or 12.
90.17 	(c) Filing not notice. Filing under this article does not constitute notice of a claim or 
90.18 	defense to the holders, or purchasers, or persons described in subsections (a) and (b).

90.19 	Sec. 30. Minnesota Statutes 2022, section 336.9-332, is amended to read:
90.20 	336.9-332 TRANSFER OF MONEY; TRANSFER OF FUNDS FROM DEPOSIT 
90.21 	ACCOUNT.
90.22 	(a) Transferee of tangible money. A transferee of tangible money takes the money free 
90.23 	of a security interest unless if the transferee acts receives possession of the money without 
90.24 	acting in collusion with the debtor in violating the rights of the secured party.
90.25 	(b) Transferee of funds from deposit account. A transferee of funds from a deposit 
90.26 	account takes the funds free of a security interest in the deposit account unless if the transferee 
90.27 	acts receives the funds without acting in collusion with the debtor in violating the rights of 
90.28 	the secured party.
90.29 	(c) Transferee of electronic money. A transferee of electronic money takes the money 
90.30 	free of a security interest if the transferee obtains control of the money without acting in 
90.31 	collusion with the debtor in violating the rights of the secured party.

91.1 	Sec. 31. Minnesota Statutes 2022, section 336.9-334, is amended to read:
91.2 	336.9-334 PRIORITY OF SECURITY INTERESTS IN FIXTURES AND CROPS.
91.3 	(a) Security interest in fixtures under this article. A security interest under this article 
91.4 	may be created in goods that are fixtures or may continue in goods that become fixtures. A 
91.5 	security interest does not exist under this article in ordinary building materials incorporated 
91.6 	into an improvement on land.
91.7 	(b) Security interest in fixtures under real property law. This article does not prevent 
91.8 	creation of an encumbrance upon fixtures under real property law.
91.9 	(c) General rule: subordination of security interest in fixtures. In cases not governed 
91.10 	by subsections (d) through (h), a security interest in fixtures is subordinate to a conflicting 
91.11 	interest of an encumbrancer or owner of the related real property other than the debtor.
91.12 	(d) Fixtures purchase-money priority. Except as otherwise provided in subsection (h), 
91.13 	a perfected security interest in fixtures has priority over a conflicting interest of an 
91.14 	encumbrancer or owner of the real property if the debtor has an interest of record in or is 
91.15 	in possession of the real property and:
91.16 	(1) the security interest is a purchase-money security interest;
91.17 	(2) the interest of the encumbrancer or owner arises before the goods become fixtures; 
91.18 	and
91.19 	(3) the security interest is perfected by a fixture filing before the goods become fixtures 
91.20 	or within 20 days thereafter.
91.21 	(e) Priority of security interest in fixtures over interests in real property. A perfected 
91.22 	security interest in fixtures has priority over a conflicting interest of an encumbrancer or 
91.23 	owner of the real property if:
91.24 	(1) the debtor has an interest of record in the real property or is in possession of the real 
91.25 	property and the security interest:
91.26 	(A) is perfected by a fixture filing before the interest of the encumbrancer or owner is 
91.27 	of record; and
91.28 	(B) has priority over any conflicting interest of a predecessor in title of the encumbrancer 
91.29 	or owner;
91.30 	(2) before the goods become fixtures, the security interest is perfected by any method 
91.31 	permitted by this article and the fixtures are readily removable:
92.1 	(A) factory or office machines;
92.2 	(B) equipment that is not primarily used or leased for use in the operation of the real 
92.3 	property; or
92.4 	(C) replacements of domestic appliances that are consumer goods;
92.5 	(3) the conflicting interest is a lien on the real property obtained by legal or equitable 
92.6 	proceedings after the security interest was perfected by any method permitted by this article; 
92.7 	or
92.8 	(4) the security interest is:
92.9 	(A) created in a manufactured home in a manufactured home transaction; and
92.10 	(B) perfected pursuant to a statute described in section 336.9-311(a)(2).
92.11 	(f) Priority based on consent, disclaimer, or right to remove. A security interest in 
92.12 	fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer 
92.13 	or owner of the real property if:
92.14 	(1) the encumbrancer or owner has, in an authenticated a signed record, consented to 
92.15 	the security interest or disclaimed an interest in the goods as fixtures; or
92.16 	(2) the debtor has a right to remove the goods as against the encumbrancer or owner.
92.17 	(g) Continuation of paragraph (f)(2) priority. The priority of the security interest 
92.18 	under paragraph (f)(2) continues for a reasonable time if the debtor's right to remove the 
92.19 	goods as against the encumbrancer or owner terminates.
92.20 	(h) Priority of construction mortgage. A mortgage is a construction mortgage to the 
92.21 	extent that it secures an obligation incurred for the construction of an improvement on land, 
92.22 	including the acquisition cost of the land, if a recorded record of the mortgage so indicates. 
92.23 	Except as otherwise provided in subsections (e) and (f), a security interest in fixtures is 
92.24 	subordinate to a construction mortgage if a record of the mortgage is recorded before the 
92.25 	goods become fixtures and the goods become fixtures before the completion of the 
92.26 	construction. A mortgage has this priority to the same extent as a construction mortgage to 
92.27 	the extent that it is given to refinance a construction mortgage.
92.28 	(i) Priority of security interest in crops. A perfected security interest in crops growing 
92.29 	on real property has priority over a conflicting interest of an encumbrancer or owner of the 
92.30 	real property except a perfected landlord's lien if the debtor has an interest of record in or 
92.31 	is in possession of the real property.

93.1 	Sec. 32. Minnesota Statutes 2022, section 336.9-341, is amended to read:
93.2 	336.9-341 BANK'S RIGHTS AND DUTIES WITH RESPECT TO DEPOSIT 
93.3 	ACCOUNT.
93.4 	Except as otherwise provided in section 336.9-340(c), and unless the bank otherwise 
93.5 	agrees in an authenticated a signed record, a bank's rights and duties with respect to a deposit 
93.6 	account maintained with the bank are not terminated, suspended, or modified by:
93.7 	(1) the creation, attachment, or perfection of a security interest in the deposit account;
93.8 	(2) the bank's knowledge of the security interest; or
93.9 	(3) the bank's receipt of instructions from the secured party.

93.10 	Sec. 33. Minnesota Statutes 2022, section 336.9-404, is amended to read:
93.11 	336.9-404 RIGHTS ACQUIRED BY ASSIGNEE; CLAIMS AND DEFENSES 
93.12 	AGAINST ASSIGNEE.
93.13 	(a) Assignee's rights subject to terms, claims, and defenses; exceptions. Unless an 
93.14 	account debtor has made an enforceable agreement not to assert defenses or claims, and 
93.15 	subject to subsections (b) through (e), the rights of an assignee are subject to:
93.16 	(1) all terms of the agreement between the account debtor and assignor and any defense 
93.17 	or claim in recoupment arising from the transaction that gave rise to the contract; and
93.18 	(2) any other defense or claim of the account debtor against the assignor which accrues 
93.19 	before the account debtor receives a notification of the assignment authenticated signed by 
93.20 	the assignor or the assignee.
93.21 	(b) Account debtor's claim reduces amount owed to assignee. Subject to subsection 
93.22 	(c) and except as otherwise provided in subsection (d), the claim of an account debtor against 
93.23 	an assignor may be asserted against an assignee under subsection (a) only to reduce the 
93.24 	amount the account debtor owes.
93.25 	(c) Rule for individual under other law. This section is subject to law other than this 
93.26 	article which establishes a different rule for an account debtor who is an individual and who 
93.27 	incurred the obligation primarily for personal, family, or household purposes.
93.28 	(d) Omission of required statement in consumer transaction. In a consumer 
93.29 	transaction, if a record evidences the account debtor's obligation, law other than this article 
93.30 	requires that the record include a statement to the effect that the account debtor's recovery 
93.31 	against an assignee with respect to claims and defenses against the assignor may not exceed 
94.1 	amounts paid by the account debtor under the record, and the record does not include such 
94.2 	a statement, the extent to which a claim of an account debtor against the assignor may be 
94.3 	asserted against an assignee is determined as if the record included such a statement.
94.4 	(e) Inapplicability to health-care-insurance receivable. This section does not apply 
94.5 	to an assignment of a health-care-insurance receivable.

94.6 	Sec. 34. Minnesota Statutes 2022, section 336.9-406, is amended to read:
94.7 	336.9-406 DISCHARGE OF ACCOUNT DEBTOR; NOTIFICATION OF 
94.8 	ASSIGNMENT; IDENTIFICATION AND PROOF OF ASSIGNMENT; 
94.9 	RESTRICTIONS ON ASSIGNMENT OF ACCOUNTS, CHATTEL PAPER, 
94.10 	PAYMENT INTANGIBLES, AND PROMISSORY NOTES INEFFECTIVE.
94.11 	(a) Discharge of account debtor; effect of notification. Subject to subsections (b) 
94.12 	through (i) and (l), an account debtor on an account, chattel paper, or a payment intangible 
94.13 	may discharge its obligation by paying the assignor until, but not after, the account debtor 
94.14 	receives a notification, authenticated signed by the assignor or the assignee, that the amount 
94.15 	due or to become due has been assigned and that payment is to be made to the assignee. 
94.16 	After receipt of the notification, the account debtor may discharge its obligation by paying 
94.17 	the assignee and may not discharge the obligation by paying the assignor.
94.18 	(b) When notification ineffective. Subject to subsection subsections (h) and (l), 
94.19 	notification is ineffective under subsection (a):
94.20 	(1) if it does not reasonably identify the rights assigned;
94.21 	(2) to the extent that an agreement between an account debtor and a seller of a payment 
94.22 	intangible limits the account debtor's duty to pay a person other than the seller and the 
94.23 	limitation is effective under law other than this article; or
94.24 	(3) at the option of an account debtor, if the notification notifies the account debtor to 
94.25 	make less than the full amount of any installment or other periodic payment to the assignee, 
94.26 	even if:
94.27 	(A) only a portion of the account, chattel paper, or payment intangible has been assigned 
94.28 	to that assignee;
94.29 	(B) a portion has been assigned to another assignee; or
94.30 	(C) the account debtor knows that the assignment to that assignee is limited.
94.31 	(c) Proof of assignment. Subject to subsection subsections (h) and (l), if requested by 
94.32 	the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment 
95.1 	has been made. Unless the assignee complies, the account debtor may discharge its obligation 
95.2 	by paying the assignor, even if the account debtor has received a notification under subsection 
95.3 	(a).
95.4 	(d) Term restricting assignment generally ineffective.In this subsection, "promissory 
95.5 	note" includes a negotiable instrument that evidences chattel paper. Except as otherwise 
95.6 	provided in subsection (e) and sections 336.2A-303 and 336.9-407, and subject to subsection 
95.7 	(h), a term in an agreement between an account debtor and an assignor or in a promissory 
95.8 	note is ineffective to the extent that it:
95.9 	(1) prohibits, restricts, or requires the consent of the account debtor or person obligated 
95.10 	on the promissory note to the assignment or transfer of, or the creation, attachment, 
95.11 	perfection, or enforcement of a security interest in, the account, chattel paper, payment 
95.12 	intangible, or promissory note; or
95.13 	(2) provides that the assignment or transfer or the creation, attachment, perfection, or 
95.14 	enforcement of the security interest may give rise to a default, breach, right of recoupment, 
95.15 	claim, defense, termination, right of termination, or remedy under the account, chattel paper, 
95.16 	payment intangible, or promissory note.
95.17 	(e) Inapplicability of subsection (d) to certain sales. Subsection (d) does not apply to 
95.18 	the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition 
95.19 	under section 336.9-610 or an acceptance of collateral under section 336.9-620.
95.20 	(f) Legal restrictions on assignment generally ineffective. Except as otherwise provided 
95.21 	in sections 336.2A-303 and 336.9-407, and subject to subsections (h) and (i), a rule of law, 
95.22 	statute, or regulation, that prohibits, restricts, or requires the consent of a government, 
95.23 	governmental body or official, or account debtor to the assignment or transfer of, or creation 
95.24 	of a security interest in, an account or chattel paper is ineffective to the extent that the rule 
95.25 	of law, statute, or regulation:
95.26 	(1) prohibits, restricts, or requires the consent of the government, governmental body 
95.27 	or official, or account debtor to the assignment or transfer of, or the creation, attachment, 
95.28 	perfection, or enforcement of a security interest in, the account or chattel paper; or
95.29 	(2) provides that the assignment or transfer or the creation, attachment, perfection, or 
95.30 	enforcement of the security interest may give rise to a default, breach, right of recoupment, 
95.31 	claim, defense, termination, right of termination, or remedy under the account or chattel 
95.32 	paper.
96.1 	(g) Subsection (b)(3) not waivable. Subject to subsection subsections (h) and (l), an 
96.2 	account debtor may not waive or vary its option under subsection (b)(3).
96.3 	(h) Rule for individual under other law. This section is subject to law other than this 
96.4 	article which establishes a different rule for an account debtor who is an individual and who 
96.5 	incurred the obligation primarily for personal, family, or household purposes.
96.6 	(i) Inapplicability to health-care-insurance receivable. This section does not apply 
96.7 	to an assignment of a health-care-insurance receivable.
96.8 	(j) (Reserved.)
96.9 	(k) (Reserved.)
96.10 	(l) Inapplicability of certain subsections. Subsections (a), (b), (c), and (g) do not apply 
96.11 	to a controllable account or controllable payment intangible.

96.12 	Sec. 35. Minnesota Statutes 2022, section 336.9-408, is amended to read:
96.13 	336.9-408 RESTRICTIONS ON ASSIGNMENT OF PROMISSORY NOTES, 
96.14 	HEALTH-CARE-INSURANCE RECEIVABLES, AND CERTAIN GENERAL 
96.15 	INTANGIBLES INEFFECTIVE.
96.16 	(a) Term restricting assignment generally ineffective. Except as otherwise provided 
96.17 	in subsection (b), a term in a promissory note or in an agreement between an account debtor 
96.18 	and a debtor which relates to a health-care-insurance receivable or a general intangible, 
96.19 	including a contract, permit, license, or franchise, and which term prohibits, restricts, or 
96.20 	requires the consent of the person obligated on the promissory note or the account debtor 
96.21 	to, the assignment or transfer of, or creation, attachment, or perfection of a security interest 
96.22 	in, the promissory note, health-care-insurance receivable, or general intangible, is ineffective 
96.23 	to the extent that the term:
96.24 	(1) would impair the creation, attachment, or perfection of a security interest; or
96.25 	(2) provides that the assignment or transfer or the creation, attachment, or perfection of 
96.26 	the security interest may give rise to a default, breach, right of recoupment, claim, defense, 
96.27 	termination, right of termination, or remedy under the promissory note, health-care-insurance 
96.28 	receivable, or general intangible.
96.29 	(b) Applicability of subsection (a) to sales of certain rights to payment. Subsection 
96.30 	(a) applies to a security interest in a payment intangible or promissory note only if the 
96.31 	security interest arises out of a sale of the payment intangible or promissory note, other than 
97.1 	a sale pursuant to a disposition under section 336.9-610 or an acceptance of collateral under 
97.2 	section 336.9-620.
97.3 	(c) Legal restrictions on assignment generally ineffective. A rule of law, statute, or 
97.4 	regulation, that prohibits, restricts, or requires the consent of a government, governmental 
97.5 	body or official, person obligated on a promissory note, or account debtor to the assignment 
97.6 	or transfer of, or creation of a security interest in, a promissory note, health-care-insurance 
97.7 	receivable, or general intangible, including a contract, permit, license, or franchise between 
97.8 	an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or 
97.9 	regulation:
97.10 	(1) would impair the creation, attachment, or perfection of a security interest; or
97.11 	(2) provides that the assignment or transfer or the creation, attachment, or perfection of 
97.12 	the security interest may give rise to a default, breach, right of recoupment, claim, defense, 
97.13 	termination, right of termination, or remedy under the promissory note, health-care-insurance 
97.14 	receivable, or general intangible.
97.15 	(d) Limitation on ineffectiveness under subsections (a) and (c). To the extent that a 
97.16 	term in a promissory note or in an agreement between an account debtor and a debtor which 
97.17 	relates to a health-care-insurance receivable or general intangible or a rule of law, statute, 
97.18 	or regulation described in subsection (c) would be effective under law other than this article 
97.19 	but is ineffective under subsection (a) or (c), the creation, attachment, or perfection of a 
97.20 	security interest in the promissory note, health-care-insurance receivable, or general 
97.21 	intangible:
97.22 	(1) is not enforceable against the person obligated on the promissory note or the account 
97.23 	debtor;
97.24 	(2) does not impose a duty or obligation on the person obligated on the promissory note 
97.25 	or the account debtor;
97.26 	(3) does not require the person obligated on the promissory note or the account debtor 
97.27 	to recognize the security interest, pay or render performance to the secured party, or accept 
97.28 	payment or performance from the secured party;
97.29 	(4) does not entitle the secured party to use or assign the debtor's rights under the 
97.30 	promissory note, health-care-insurance receivable, or general intangible, including any 
97.31 	related information or materials furnished to the debtor in the transaction giving rise to the 
97.32 	promissory note, health-care-insurance receivable, or general intangible;
98.1 	(5) does not entitle the secured party to use, assign, possess, or have access to any trade 
98.2 	secrets or confidential information of the person obligated on the promissory note or the 
98.3 	account debtor; and
98.4 	(6) does not entitle the secured party to enforce the security interest in the promissory 
98.5 	note, health-care-insurance receivable, or general intangible.
98.6 	(e) (Reserved.)
98.7 	(f) (Reserved.)
98.8 	(g) "Promissory note." In this section, "promissory note" includes a negotiable 
98.9 	instrument that evidences chattel paper.

98.10 	Sec. 36. Minnesota Statutes 2022, section 336.9-509, is amended to read:
98.11 	336.9-509 PERSONS ENTITLED TO FILE A RECORD.
98.12 	(a) Person entitled to file record. A person may file an initial financing statement, 
98.13 	amendment that adds collateral covered by a financing statement, or amendment that adds 
98.14 	a debtor to a financing statement only if:
98.15 	(1) the debtor authorizes the filing in an authenticated a signed record or pursuant to 
98.16 	subsection (b) or (c); or
98.17 	(2) the person holds an agricultural lien that has become effective at the time of filing 
98.18 	and the financing statement covers only collateral in which the person holds an agricultural 
98.19 	lien.
98.20 	(b) Security agreement as authorization. By authenticating signing or becoming bound 
98.21 	as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial 
98.22 	financing statement, and an amendment, covering:
98.23 	(1) the collateral described in the security agreement; and
98.24 	(2) property that becomes collateral under section 336.9-315(a)(2), whether or not the 
98.25 	security agreement expressly covers proceeds.
98.26 	(c) Acquisition of collateral as authorization. By acquiring collateral in which a 
98.27 	security interest or agricultural lien continues under section 336.9-315(a)(1), a debtor 
98.28 	authorizes the filing of an initial financing statement, and an amendment, covering the 
98.29 	collateral and property that becomes collateral under section 336.9-315(a)(2).
99.1 	(d) Person entitled to file certain amendments. A person may file an amendment other 
99.2 	than an amendment that adds collateral covered by a financing statement or an amendment 
99.3 	that adds a debtor to a financing statement only if:
99.4 	(1) the secured party of record authorizes the filing; or
99.5 	(2) the amendment is a termination statement for a financing statement as to which the 
99.6 	secured party of record has failed to file or send a termination statement as required by 
99.7 	section 336.9-513(a) or (c), the debtor authorizes the filing, and the termination statement 
99.8 	indicates that the debtor authorized it to be filed.
99.9 	(e) Multiple secured parties of record. If there is more than one secured party of record 
99.10 	for a financing statement, each secured party of record may authorize the filing of an 
99.11 	amendment under subsection (d).

99.12 	Sec. 37. Minnesota Statutes 2022, section 336.9-513, is amended to read:
99.13 	336.9-513 TERMINATION STATEMENT.
99.14 	(a) Consumer goods. A secured party shall cause the secured party of record for a 
99.15 	financing statement to file a termination statement for the financing statement if the financing 
99.16 	statement covers consumer goods and:
99.17 	(1) there is no obligation secured by the collateral covered by the financing statement 
99.18 	and no commitment to make an advance, incur an obligation, or otherwise give value; or
99.19 	(2) the debtor did not authorize the filing of the initial financing statement.
99.20 	(b) Time for compliance with subsection (a). To comply with subsection (a), a secured 
99.21 	party shall cause the secured party of record to file the termination statement:
99.22 	(1) within one month after there is no obligation secured by the collateral covered by 
99.23 	the financing statement and no commitment to make an advance, incur an obligation, or 
99.24 	otherwise give value; or
99.25 	(2) if earlier, within 20 days after the secured party receives an authenticated a signed
99.26 	demand from a debtor.
99.27 	(c) Other collateral. In cases not governed by subsection (a), within 20 days after a 
99.28 	secured party receives an authenticated a signed demand from a debtor, the secured party 
99.29 	shall cause the secured party of record for a financing statement to send to the debtor a 
99.30 	termination statement for the financing statement or file the termination statement in the 
99.31 	filing office if:
100.1 	(1) except in the case of a financing statement covering accounts or chattel paper that 
100.2 	has been sold or goods that are the subject of a consignment, there is no obligation secured 
100.3 	by the collateral covered by the financing statement and no commitment to make an advance, 
100.4 	incur an obligation, or otherwise give value;
100.5 	(2) the financing statement covers accounts or chattel paper that has been sold but as to 
100.6 	which the account debtor or other person obligated has discharged its obligation;
100.7 	(3) the financing statement covers goods that were the subject of a consignment to the 
100.8 	debtor but are not in the debtor's possession; or
100.9 	(4) the debtor did not authorize the filing of the initial financing statement.
100.10 	(d) Effect of filing termination statement. Except as otherwise provided in section 
100.11 	336.9-510, upon the filing of a termination statement with the filing office, the financing 
100.12 	statement to which the termination statement relates ceases to be effective. Except as 
100.13 	otherwise provided in section 336.9-510, for purposes of sections 336.9-519(g), 336.9-522(a), 
100.14 	and 336.9-523(c), the filing with the filing office of a termination statement relating to a 
100.15 	financing statement that indicates that the debtor is a transmitting utility also causes the 
100.16 	effectiveness of the financing statement to lapse.

100.17 	Sec. 38. Minnesota Statutes 2023 Supplement, section 336.9-601, is amended to read:
100.18 	336.9-601 RIGHTS AFTER DEFAULT; JUDICIAL ENFORCEMENT; 
100.19 	CONSIGNOR OR BUYER OF ACCOUNTS, CHATTEL PAPER, PAYMENT 
100.20 	INTANGIBLES, OR PROMISSORY NOTES.
100.21 	(a) Rights of secured party after default. After default, a secured party has the rights 
100.22 	provided in this part and, except as otherwise provided in section 336.9-602, those provided 
100.23 	by agreement of the parties. A secured party:
100.24 	(1) may reduce a claim to judgment, foreclose, or otherwise enforce the claim, security 
100.25 	interest, or agricultural lien by any available judicial procedure; and
100.26 	(2) if the collateral is documents, may proceed either as to the documents or as to the 
100.27 	goods they cover.
100.28 	(b) Rights and duties of secured party in possession or control. A secured party in 
100.29 	possession of collateral or control of collateral under section 336.7-106, 336.9-104, 
100.30 	336.9-105, 336.9-105A,336.9-106, or336.9-107, or 336.9-107A has the rights and duties 
100.31 	provided in section 336.9-207.
101.1 	(c) Rights cumulative; simultaneous exercise. The rights under subsections (a) and 
101.2 	(b) are cumulative and may be exercised simultaneously.
101.3 	(d) Rights of debtor and obligor. Except as otherwise provided in subsection (g) and 
101.4 	section 336.9-605, after default, a debtor and an obligor have the rights provided in this part 
101.5 	and by agreement of the parties.
101.6 	(e) Lien of levy after judgment. If a secured party has reduced its claim to judgment, 
101.7 	the lien of any levy that may be made upon the collateral by virtue of an execution based 
101.8 	upon the judgment relates back to the earliest of:
101.9 	(1) the date of perfection of the security interest or agricultural lien in the collateral;
101.10 	(2) the date of filing a financing statement covering the collateral; or
101.11 	(3) any date specified in a statute under which the agricultural lien was created.
101.12 	(f) Execution sale. A sale pursuant to an execution is a foreclosure of the security interest 
101.13 	or agricultural lien by judicial procedure within the meaning of this section. A secured party 
101.14 	may purchase at the sale and thereafter hold the collateral free of any other requirements 
101.15 	of this article.
101.16 	(g) Consignor or buyer of certain rights to payment. Except as otherwise provided 
101.17 	in section 336.9-607 (c), this part imposes no duties upon a secured party that is a consignor 
101.18 	or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.
101.19 	(h) Security interest in collateral that is agricultural property; enforcement. A 
101.20 	person may not begin to enforce a security interest in collateral that is agricultural property 
101.21 	subject to sections 583.20 to 583.32 that has secured a debt of more than the amount provided 
101.22 	in section 583.24, subdivision 5, unless: a mediation notice under subsection (i) is served 
101.23 	on the debtor after a condition of default has occurred in the security agreement and a copy 
101.24 	served on the director of the Minnesota extension service; and the debtor and creditor have 
101.25 	completed mediation under sections 583.20 to 583.32; or as otherwise allowed under sections 
101.26 	583.20 to 583.32.
101.27 	(i) Mediation notice. A mediation notice under subsection (h) must contain the following 
101.28 	notice with the blanks properly filled in.
101.29 	"TO: ...(Name of Debtor)...
101.30 	YOU HAVE DEFAULTED ON THE ...(Debt in Default)... SECURED BY 
101.31 	AGRICULTURAL PROPERTY DESCRIBED AS ...(Reasonable Description of Agricultural 
102.1 	Property Collateral). THE AMOUNT OF THE OUTSTANDING DEBT IS ...(Amount of 
102.2 	Debt)...
102.3 	AS A SECURED PARTY, ...(Name of Secured Party)... INTENDS TO ENFORCE 
102.4 	THE SECURITY AGREEMENT AGAINST THE AGRICULTURAL PROPERTY 
102.5 	DESCRIBED ABOVE BY REPOSSESSING, FORECLOSING ON, OR OBTAINING A 
102.6 	COURT JUDGMENT AGAINST THE PROPERTY.
102.7 	YOU HAVE THE RIGHT TO HAVE THE DEBT REVIEWED FOR MEDIATION. 
102.8 	IF YOU REQUEST MEDIATION, A DEBT THAT IS IN DEFAULT WILL BE 
102.9 	MEDIATED ONLY ONCE. IF YOU DO NOT REQUEST MEDIATION, THIS DEBT 
102.10 	WILL NOT BE SUBJECT TO FUTURE MEDIATION IF THE SECURED PARTY 
102.11 	ENFORCES THE DEBT.
102.12 	IF YOU PARTICIPATE IN MEDIATION, THE DIRECTOR OF THE MINNESOTA 
102.13 	EXTENSION SERVICE WILL PROVIDE AN ORIENTATION MEETING AND A 
102.14 	FINANCIAL ANALYST TO HELP YOU TO PREPARE FINANCIAL INFORMATION. 
102.15 	IF YOU DECIDE TO PARTICIPATE IN MEDIATION, IT WILL BE TO YOUR 
102.16 	ADVANTAGE TO ASSEMBLE YOUR FARM FINANCE AND OPERATION RECORDS 
102.17 	AND TO CONTACT A COUNTY EXTENSION OFFICE AS SOON AS POSSIBLE. 
102.18 	MEDIATION WILL ATTEMPT TO ARRIVE AT AN AGREEMENT FOR HANDLING 
102.19 	FUTURE FINANCIAL RELATIONS.
102.20 	TO HAVE THE DEBT REVIEWED FOR MEDIATION YOU MUST FILE A 
102.21 	MEDIATION REQUEST WITH THE DIRECTOR WITHIN 14 DAYS AFTER YOU 
102.22 	RECEIVE THIS NOTICE. THE MEDIATION REQUEST FORM IS AVAILABLE FROM 
102.23 	THE DIRECTOR OF THE MINNESOTA EXTENSION SERVICE.
102.24 	FROM: ...(Name and Address of Secured Party)..."

102.25 	Sec. 39. Minnesota Statutes 2022, section 336.9-605, is amended to read:
102.26 	336.9-605 UNKNOWN DEBTOR OR SECONDARY OBLIGOR.
102.27 	(a) In general: no duty owed by secured party. Except as provided in subsection (b), 
102.28 	a secured party does not owe a duty based on its status as secured party:
102.29 	(1) to a person that is a debtor or obligor, unless the secured party knows:
102.30 	(A) that the person is a debtor or obligor;
102.31 	(B) the identity of the person; and
102.32 	(C) how to communicate with the person; or
103.1 	(2) to a secured party or lienholder that has filed a financing statement against a person, 
103.2 	unless the secured party knows:
103.3 	(A) that the person is a debtor; and
103.4 	(B) the identity of the person.
103.5 	(b) Exception: Secured party owes duty to debtor or obligor. A secured party owes 
103.6 	a duty based on its status as a secured party to a person if, at the time the secured party 
103.7 	obtains control of collateral that is a controllable account, controllable electronic record, or 
103.8 	controllable payment intangible or at the time the security interest attaches to the collateral, 
103.9 	whichever is later:
103.10 	(1) the person is a debtor or obligor; and
103.11 	(2) the secured party knows that the information in subsection (a)(1)(A), (B), or (C) 
103.12 	relating to the person is not provided by the collateral, a record attached to or logically 
103.13 	associated with the collateral, or the system in which the collateral is recorded.

103.14 	Sec. 40. Minnesota Statutes 2022, section 336.9-608, is amended to read:
103.15 	336.9-608 APPLICATION OF PROCEEDS OF COLLECTION OR 
103.16 	ENFORCEMENT; LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS.
103.17 	(a) Application of proceeds, surplus, and deficiency if obligation secured. If a security 
103.18 	interest or agricultural lien secures payment or performance of an obligation, the following 
103.19 	rules apply:
103.20 	(1) A secured party shall apply or pay over for application the cash proceeds of collection 
103.21 	or enforcement under section 336.9-607 in the following order to:
103.22 	(A) the reasonable expenses of collection and enforcement and, to the extent provided 
103.23 	for by agreement and not prohibited by law, reasonable attorneys fees and legal expenses 
103.24 	incurred by the secured party;
103.25 	(B) the satisfaction of obligations secured by the security interest or agricultural lien 
103.26 	under which the collection or enforcement is made; and
103.27 	(C) the satisfaction of obligations secured by any subordinate security interest in or other 
103.28 	lien on the collateral subject to the security interest or agricultural lien under which the 
103.29 	collection or enforcement is made if the secured party receives an authenticated a signed
103.30 	demand for proceeds before distribution of the proceeds is completed.
104.1 	(2) If requested by a secured party, a holder of a subordinate security interest or other 
104.2 	lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless 
104.3 	the holder complies, the secured party need not comply with the holder's demand under 
104.4 	paragraph (1)(C).
104.5 	(3) A secured party need not apply or pay over for application noncash proceeds of 
104.6 	collection and enforcement under section 336.9-607 unless the failure to do so would be 
104.7 	commercially unreasonable. A secured party that applies or pays over for application noncash 
104.8 	proceeds shall do so in a commercially reasonable manner.
104.9 	(4) A secured party shall account to and pay a debtor for any surplus, and the obligor is 
104.10 	liable for any deficiency.
104.11 	(b) No surplus or deficiency in sales of certain rights to payment. If the underlying 
104.12 	transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes, 
104.13 	the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.

104.14 	Sec. 41. Minnesota Statutes 2022, section 336.9-611, is amended to read:
104.15 	336.9-611 NOTIFICATION BEFORE DISPOSITION OF COLLATERAL.
104.16 	(a) Notification date. In this section, "notification date" means the earlier of the date 
104.17 	on which:
104.18 	(1) a secured party sends to the debtor and any secondary obligor an authenticated a 
104.19 	signed notification of disposition; or
104.20 	(2) the debtor and any secondary obligor waive the right to notification.
104.21 	(b) Notification of disposition required. Except as otherwise provided in subsection 
104.22 	(d), a secured party that disposes of collateral under section 336.9-610 shall send to the 
104.23 	persons specified in subsection (c) a reasonable authenticated signed notification of 
104.24 	disposition.
104.25 	(c) Persons to be notified. To comply with subsection (b), the secured party shall send 
104.26 	an authenticated a signed notification of disposition to:
104.27 	(1) the debtor;
104.28 	(2) any secondary obligor; and
104.29 	(3) if the collateral is other than consumer goods:
104.30 	(A) any other person from which the secured party has received, before the notification 
104.31 	date, an authenticated a signed notification of a claim of an interest in the collateral;
105.1 	(B) any other secured party or lienholder that, ten days before the notification date, held 
105.2 	a security interest in or other lien on the collateral perfected by the filing of a financing 
105.3 	statement that:
105.4 	(i) identified the collateral;
105.5 	(ii) was indexed under the debtor's name as of that date; and
105.6 	(iii) was filed in the office in which to file a financing statement against the debtor 
105.7 	covering the collateral as of that date; and
105.8 	(C) any other secured party that, ten days before the notification date, held a security 
105.9 	interest in the collateral perfected by compliance with a statute, regulation, or treaty described 
105.10 	in section 336.9-311(a).
105.11 	(d) Subsection (b) inapplicable: perishable collateral; recognized market. Subsection 
105.12 	(b) does not apply if the collateral is perishable or threatens to decline speedily in value or 
105.13 	is of a type customarily sold on a recognized market.
105.14 	(e) Compliance with subsection (c)(3)(b). A secured party complies with the requirement 
105.15 	for notification prescribed by subsection (c)(3)(B) if:
105.16 	(1) not later than 20 days or earlier than 30 days before the notification date, the secured 
105.17 	party requests, in a commercially reasonable manner, information concerning financing 
105.18 	statements indexed under the debtor's name in the office indicated in subsection (c)(3)(B); 
105.19 	and
105.20 	(2) before the notification date, the secured party:
105.21 	(A) did not receive a response to the request for information; or
105.22 	(B) received a response to the request for information and sent an authenticated a signed
105.23 	notification of disposition to each secured party named in that response whose financing 
105.24 	statement covered the collateral.

105.25 	Sec. 42. Minnesota Statutes 2022, section 336.9-613, is amended to read:
105.26 	336.9-613 CONTENTS AND FORM OF NOTIFICATION BEFORE DISPOSITION 
105.27 	OF COLLATERAL: GENERAL.
105.28 	(a) Contents and form of notification.Except in a consumer goods transaction, the 
105.29 	following rules apply:
105.30 	(1) The contents of a notification of disposition are sufficient if the notification:
105.31 	(A) describes the debtor and the secured party;
106.1 	(B) describes the collateral that is the subject of the intended disposition;
106.2 	(C) states the method of intended disposition;
106.3 	(D) states that the debtor is entitled to an accounting of the unpaid indebtedness and 
106.4 	states the charge, if any, for an accounting; and
106.5 	(E) states the time and place of a public disposition or the time after which any other 
106.6 	disposition is to be made.
106.7 	(2) Whether the contents of a notification that lacks any of the information specified in 
106.8 	paragraph (1) are nevertheless sufficient is a question of fact.
106.9 	(3) The contents of a notification providing substantially the information specified in 
106.10 	paragraph (1) are sufficient, even if the notification includes:
106.11 	(A) information not specified by that paragraph; or
106.12 	(B) minor errors that are not seriously misleading.
106.13 	(4) A particular phrasing of the notification is not required.
106.14 	(5) The following form of notification and the form appearing in section 336.9-614(3)
106.15 	336.9-614(a)(3), when completed in accordance with the instructions in subsection (b) and 
106.16 	section 336.9-614(b), each provides sufficient information:
106.17 	NOTIFICATION OF DISPOSITION OF COLLATERAL

106.18106.19	To:
		(Name of debtor, obligor, or other person to which the 
notification is sent)
	
106.20	From:
		(Name, address, and telephone number of secured party)
	
106.21	Name of Debtor(s):
		(Include only if debtor(s) are not an addressee)
	
106.22 	(For a public disposition:)
106.23 	We will sell (or lease or license, as applicable) the .....(describe collateral)..... (to the 
106.24 	highest qualified bidder) in public as follows:

106.25		Date:
	........
		
106.26		Time:
	........
		
106.27		Place:
	........
		
106.28 	(For a private disposition:)
106.29 	We will sell (or lease or license, as applicable) the .....(describe collateral)..... privately 
106.30 	sometime after ...(day and date)....
107.1 	You are entitled to an accounting of the unpaid indebtedness secured by the property 
107.2 	that we intend to sell (or lease or license, as applicable) (for a charge of $.......). You may 
107.3 	request an accounting by calling us at ...(telephone number)....

107.4107.5	To:
		(Name of debtor, obligor, or other person to which the 
notification is sent)
	
107.6	From:
		(Name, address, and telephone number of secured party)
	
107.7 	1 Name of any debtor that is not an addressee: (Name of each debtor)
107.8 	2 We will sell (describe collateral) (to the highest qualified bidder) at public sale. A 
107.9 	sale could include a lease or license. The sale will be held as follows:

107.10		(Date)
	........
		
107.11		(Time)
	........
		
107.12		(Place)
	........
		
107.13 	3 We will sell (describe collateral) at private sale sometime after (date). A sale could 
107.14 	include a lease or license.
107.15 	4 You are entitled to an accounting of the unpaid indebtedness secured by the property 
107.16 	that we intend to sell or, as applicable, lease or license.
107.17 	5 If you request an accounting you must pay a charge of $ (amount).
107.18 	6 You may request an accounting by calling us at (telephone number).
107.19 	(b) Instructions for form of notification. The following instructions apply to the form 
107.20 	of notification in subsection (a)(5):
107.21 	(1) The instructions in this subsection refer to the numbers in braces before items in the 
107.22 	form of notification in subsection (a)(5). Do not include the numbers or braces in the 
107.23 	notification. The numbers and braces are used only for the purpose of these instructions.
107.24 	(2) Include and complete item 1 only if there is a debtor that is not an addressee of 
107.25 	the notification and list the name or names.
107.26 	(3) Include and complete either item 2, if the notification relates to a public disposition 
107.27 	of the collateral, or item 3, if the notification relates to a private disposition of the collateral. 
107.28 	If item 2 is included, include the words "to the highest qualified bidder" only if applicable.
107.29 	(4) Include and complete items 4 and 6.
107.30 	(5) Include and complete item 5 only if the sender will charge the recipient for an 
107.31 	accounting.

108.1 	Sec. 43. Minnesota Statutes 2022, section 336.9-614, is amended to read:
108.2 	336.9-614 CONTENTS AND FORM OF NOTIFICATION BEFORE DISPOSITION 
108.3 	OF COLLATERAL: CONSUMER GOODS TRANSACTION.
108.4 	(a) Contents and form of notification.In a consumer goods transaction, the following 
108.5 	rules apply:
108.6 	(1) A notification of disposition must provide the following information:
108.7 	(A) the information specified in section 336.9-613(1) 336.9-613(a)(1);
108.8 	(B) a description of any liability for a deficiency of the person to which the notification 
108.9 	is sent;
108.10 	(C) a telephone number from which the amount that must be paid to the secured party 
108.11 	to redeem the collateral under section 336.9-623 is available; and
108.12 	(D) a telephone number or mailing address from which additional information concerning 
108.13 	the disposition and the obligation secured is available.
108.14 	(2) A particular phrasing of the notification is not required.
108.15 	(3) The following form of notification, when completed in accordance with the 
108.16 	instructions in subsection (b), provides sufficient information:
108.17 	(Name and address of secured party)
108.18 	(Date)
108.19 	NOTICE OF OUR PLAN TO SELL PROPERTY
108.20 	(Name and address of any obligor who is also a debtor)
108.21 	Subject: ....(Identification of Transaction)....
108.22 	We have your ...(describe collateral)..., because you broke promises in our agreement.
108.23 	(For a public disposition:)
108.24 	We will sell ...(describe collateral)... at public sale. A sale could include a lease or license. 
108.25 	The sale will be held as follows:

108.26		Date:
	........
		
108.27		Time:
	........
		
108.28		Place:
	........
		
108.29 	You may attend the sale and bring bidders if you want.
108.30 	(For a private disposition:)
109.1 	We will sell ...(describe collateral)... at private sale sometime after ..(date)... A sale could 
109.2 	include a lease or license.
109.3 	The money that we get from the sale (after paying our costs) will reduce the amount you 
109.4 	owe. If we get less money than you owe, you ..(will or will not, as applicable).. still owe us 
109.5 	the difference. If we get more money than you owe, you will get the extra money, unless 
109.6 	we must pay it to someone else.
109.7 	You can get the property back at any time before we sell it by paying us the full amount 
109.8 	you owe (not just the past due payments), including our expenses. To learn the exact amount 
109.9 	you must pay, call us at ..(telephone number)...
109.10 	If you want us to explain to you in writing how we have figured the amount that you 
109.11 	owe us, you may call us at ..(telephone number).. (or write us at ..(secured party's address)..) 
109.12 	and request a written explanation. (We will charge you $....... for the explanation if we sent 
109.13 	you another written explanation of the amount you owe us within the last six months.)
109.14 	If you need more information about the sale call us at ..(telephone number).. (or write 
109.15 	us at ..(secured party's address)..).
109.16 	We are sending this notice to the following other people who have an interest in 
109.17 	...(describe collateral)... or who owe money under your agreement:
109.18 	..(Names of all other debtors and obligors, if any)..
109.19 	(4) A notification in the form of paragraph (3) is sufficient, even if additional information 
109.20 	appears at the end of the form.
109.21 	(5) A notification in the form of paragraph (3) is sufficient, even if it includes errors in 
109.22 	information not required by paragraph (1), unless the error is misleading with respect to 
109.23 	rights arising under this article.
109.24 	(6) If a notification under this section is not in the form of paragraph (3), law other than 
109.25 	this article determines the effect of including information not required by paragraph (1).
109.26 	(Name and address of any obligor who is also a debtor)
109.27 	Subject: (Identify transaction)
109.28 	We have your (describe collateral), because you broke promises in our agreement.
109.29 	1 We will sell (describe collateral) at public sale. A sale could include a lease or 
109.30 	license. The sale will be held as follows:

110.1		(Date)
	........
		
110.2		(Time)
	........
		
110.3		(Place)
	........
		
110.4 	You may attend the sale and bring bidders if you want.
110.5 	2 We will sell (describe collateral) at private sale sometime after (date). A sale could 
110.6 	include a lease or license.
110.7 	3The money that we get from the sale, after paying our costs, will reduce the amount 
110.8 	you owe. If we get less money than you owe, you (will or will not, as applicable) still owe 
110.9 	us the difference. If we get more money than you owe, you will get the extra money, unless 
110.10 	we must pay it to someone else.
110.11 	4You can get the property back at any time before we sell it by paying us the full 
110.12 	amount you owe, not just the past due payments, including our expenses. To learn the exact 
110.13 	amount you must pay, call us at (telephone number).
110.14 	5If you want us to explain to you in (writing) (writing or in (description of electronic 
110.15 	record)) (description of electronic record) how we have figured the amount that you owe 
110.16 	us, 6 call us at (telephone number) (or) (write us at (secured party's address)) (or contact 
110.17 	us by (description of electronic communication method)) 7 and request (a written 
110.18 	explanation) (a written explanation or an explanation in (description of electronic record)) 
110.19 	(an explanation in (description of electronic record)).
110.20 	8We will charge you $ (amount) for the explanation if we sent you another written 
110.21 	explanation of the amount you owe us within the last six months.
110.22 	9If you need more information about the sale (call us at (telephone number)) (or) 
110.23 	(write us at (secured party's address)) (or contact us by (description of electronic 
110.24 	communication method)).
110.25 	10We are sending this notice to the following other people who have an interest in 
110.26 	218 (describe collateral) or who owe money under your agreement:
110.27 	(Names of all other debtors and obligors, if any)
110.28 	(b) Instructions for form of notification. The following instructions apply to the form 
110.29 	of notification in subsection (a)(3):
110.30 	(1) The instructions in this subsection refer to the numbers in braces before items in the 
110.31 	form of notification in subsection (a)(3). Do not include the numbers or braces in the 
110.32 	notification. The numbers and braces are used only for the purpose of these instructions.
111.1 	(2) Include and complete either item 1, if the notification relates to a public disposition 
111.2 	of the collateral, or item 2, if the notification relates to a private disposition of the collateral.
111.3 	(3) Include and complete items 3, 4, 5, 6, and 7.
111.4 	(4) In item 5, include and complete any one of the three alternative methods for the 
111.5 	explanation-writing, writing or electronic record, or electronic record.
111.6 	(5) In item 6, include the telephone number. In addition, the sender may include and 
111.7 	complete either or both of the two additional alternative methods of communication-writing 
111.8 	or electronic communication-for the recipient of the notification to communicate with the 
111.9 	sender. Neither of the two additional methods of communication is required to be included.
111.10 	(6) In item 7, include and complete the method or methods for the explanation-writing, 
111.11 	writing or electronic record, or electronic record-included in item 5.
111.12 	(7) Include and complete item 8 only if a written explanation is included in item 5 
111.13 	as a method for communicating the explanation and the sender will charge the recipient for 
111.14 	another written explanation.
111.15 	(8) In item 9, include either the telephone number or the address or both the telephone 
111.16 	number and the address. In addition, the sender may include and complete the additional 
111.17 	method of communication-electronic communication-for the recipient of the notification 
111.18 	to communicate with the sender. The additional method of electronic communication is not 
111.19 	required to be included.
111.20 	(9) If item 10 does not apply, insert "None" after "agreement:".

111.21 	Sec. 44. Minnesota Statutes 2022, section 336.9-615, is amended to read:
111.22 	336.9-615 APPLICATION OF PROCEEDS OF DISPOSITION; LIABILITY FOR 
111.23 	DEFICIENCY AND RIGHT TO SURPLUS.
111.24 	(a) Application of proceeds. A secured party shall apply or pay over for application 
111.25 	the cash proceeds of disposition under section 336.9-610 in the following order to:
111.26 	(1) the reasonable expenses of retaking, holding, preparing for disposition, processing, 
111.27 	and disposing, and, to the extent provided for by agreement and not prohibited by law, 
111.28 	reasonable attorneys fees and legal expenses incurred by the secured party;
111.29 	(2) the satisfaction of obligations secured by the security interest or agricultural lien 
111.30 	under which the disposition is made;
112.1 	(3) the satisfaction of obligations secured by any subordinate security interest in or other 
112.2 	subordinate lien on the collateral if:
112.3 	(A) the secured party receives from the holder of the subordinate security interest or 
112.4 	other lien an authenticated a signed demand for proceeds before distribution of the proceeds 
112.5 	is completed; and
112.6 	(B) in a case in which a consignor has an interest in the collateral, the subordinate security 
112.7 	interest or other lien is senior to the interest of the consignor; and
112.8 	(4) a secured party that is a consignor of the collateral if the secured party receives from 
112.9 	the consignor an authenticated a signed demand for proceeds before distribution of the 
112.10 	proceeds is completed.
112.11 	(b) Proof of subordinate interest. If requested by a secured party, a holder of a 
112.12 	subordinate security interest or other lien shall furnish reasonable proof of the interest or 
112.13 	lien within a reasonable time. Unless the holder does so, the secured party need not comply 
112.14 	with the holder's demand under subsection (a)(3).
112.15 	(c) Application of noncash proceeds. A secured party need not apply or pay over for 
112.16 	application noncash proceeds of disposition under section 336.9-610 unless the failure to 
112.17 	do so would be commercially unreasonable. A secured party that applies or pays over for 
112.18 	application noncash proceeds shall do so in a commercially reasonable manner.
112.19 	(d) Surplus or deficiency if obligation secured. If the security interest under which a 
112.20 	disposition is made secures payment or performance of an obligation, after making the 
112.21 	payments and applications required by subsection (a) and permitted by subsection (c):
112.22 	(1) unless subsection (a)(4) requires the secured party to apply or pay over cash proceeds 
112.23 	to a consignor, the secured party shall account to and pay a debtor for any surplus; and
112.24 	(2) the obligor is liable for any deficiency.
112.25 	(e) No surplus or deficiency in sales of certain rights to payment. If the underlying 
112.26 	transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes:
112.27 	(1) the debtor is not entitled to any surplus; and
112.28 	(2) the obligor is not liable for any deficiency.
112.29 	(f) Calculation of surplus or deficiency in disposition to person related to secured 
112.30 	party. The surplus or deficiency following a disposition is calculated based on the amount 
112.31 	of proceeds that would have been realized in a disposition complying with this part to a 
113.1 	transferee other than the secured party, a person related to the secured party, or a secondary 
113.2 	obligor if:
113.3 	(1) the transferee in the disposition is the secured party, a person related to the secured 
113.4 	party, or a secondary obligor; and
113.5 	(2) the amount of proceeds of the disposition is significantly below the range of proceeds 
113.6 	that a complying disposition to a person other than the secured party, a person related to 
113.7 	the secured party, or a secondary obligor would have brought.
113.8 	(g) Cash proceeds received by junior secured party. A secured party that receives 
113.9 	cash proceeds of a disposition in good faith and without knowledge that the receipt violates 
113.10 	the rights of the holder of a security interest or other lien that is not subordinate to the 
113.11 	security interest or agricultural lien under which the disposition is made:
113.12 	(1) takes the cash proceeds free of the security interest or other lien;
113.13 	(2) is not obligated to apply the proceeds of the disposition to the satisfaction of 
113.14 	obligations secured by the security interest or other lien; and
113.15 	(3) is not obligated to account to or pay the holder of the security interest or other lien 
113.16 	for any surplus.

113.17 	Sec. 45. Minnesota Statutes 2022, section 336.9-616, is amended to read:
113.18 	336.9-616 EXPLANATION OF CALCULATION OF SURPLUS OR DEFICIENCY.
113.19 	(a) Definitions. In this section:
113.20 	(1) "Explanation" means a writing record that:
113.21 	(A) states the amount of the surplus or deficiency;
113.22 	(B) provides an explanation in accordance with subsection (c) of how the secured party 
113.23 	calculated the surplus or deficiency;
113.24 	(C) states, if applicable, that future debits, credits, charges, including additional credit 
113.25 	service charges or interest, rebates, and expenses may affect the amount of the surplus or 
113.26 	deficiency; and
113.27 	(D) provides a telephone number or mailing address from which additional information 
113.28 	concerning the transaction is available.
113.29 	(2) "Request" means a record:
113.30 	(A) authenticated signed by a debtor or consumer obligor;
114.1 	(B) requesting that the recipient provide an explanation; and
114.2 	(C) sent after disposition of the collateral under section 336.9-610.
114.3 	(b) Explanation of calculation. In a consumer goods transaction in which the debtor 
114.4 	is entitled to a surplus or a consumer obligor is liable for a deficiency under section 
114.5 	336.9-615, the secured party shall:
114.6 	(1) send an explanation to the debtor or consumer obligor, as applicable, after the 
114.7 	disposition and:
114.8 	(A) before or when the secured party accounts to the debtor and pays any surplus or first 
114.9 	makes written demand in a record on the consumer obligor after the disposition for payment 
114.10 	of the deficiency; and
114.11 	(B) within 14 days after receipt of a request; or
114.12 	(2) in the case of a consumer obligor who is liable for a deficiency, within 14 days after 
114.13 	receipt of a request, send to the consumer obligor a record waiving the secured party's right 
114.14 	to a deficiency.
114.15 	(c) Required information. To comply with subsection (a)(1)(B), a writing an explanation
114.16 	must provide the following information in the following order:
114.17 	(1) the aggregate amount of obligations secured by the security interest under which the 
114.18 	disposition was made, and, if the amount reflects a rebate of unearned interest or credit 
114.19 	service charge, an indication of that fact, calculated as of a specified date:
114.20 	(A) if the secured party takes or receives possession of the collateral after default, not 
114.21 	more than 35 days before the secured party takes or receives possession; or
114.22 	(B) if the secured party takes or receives possession of the collateral before default or 
114.23 	does not take possession of the collateral, not more than 35 days before the disposition;
114.24 	(2) the amount of proceeds of the disposition;
114.25 	(3) the aggregate amount of the obligations after deducting the amount of proceeds;
114.26 	(4) the amount, in the aggregate or by type, and types of expenses, including expenses 
114.27 	of retaking, holding, preparing for disposition, processing, and disposing of the collateral, 
114.28 	and attorneys fees secured by the collateral which are known to the secured party and relate 
114.29 	to the current disposition;
115.1 	(5) the amount, in the aggregate or by type, and types of credits, including rebates of 
115.2 	interest or credit service charges, to which the obligor is known to be entitled and which 
115.3 	are not reflected in the amount in paragraph (1); and
115.4 	(6) the amount of the surplus or deficiency.
115.5 	(d) Substantial compliance. A particular phrasing of the explanation is not required. 
115.6 	An explanation complying substantially with the requirements of subsection (a) is sufficient, 
115.7 	even if it includes minor errors that are not seriously misleading.
115.8 	(e) Charges for responses. A debtor or consumer obligor is entitled without charge to 
115.9 	one response to a request under this section during any six-month period in which the secured 
115.10 	party did not send to the debtor or consumer obligor an explanation pursuant to subsection 
115.11 	(b)(1). The secured party may require payment of a charge not exceeding $25 for each 
115.12 	additional response.

115.13 	Sec. 46. Minnesota Statutes 2022, section 336.9-619, is amended to read:
115.14 	336.9-619 TRANSFER OF RECORD OR LEGAL TITLE.
115.15 	(a) Transfer statement. (1) In this section, "transfer statement" means a record 
115.16 	authenticated signed by a secured party stating:
115.17 	(A) that the debtor has defaulted in connection with an obligation secured by specified 
115.18 	collateral;
115.19 	(B) that the secured party has exercised its postdefault remedies with respect to the 
115.20 	collateral;
115.21 	(C) that, by reason of the exercise, a transferee has acquired the rights of the debtor in 
115.22 	the collateral;
115.23 	(D) the name and mailing address of the secured party, debtor, and transferee; and
115.24 	(E) in addition, if the statement is to be filed in the real property records concerning a 
115.25 	mortgage or other record evidencing an interest in real property, the statement must state 
115.26 	the following information concerning the mortgage or other record evidencing an interest 
115.27 	in real property:
115.28 	(i) the name and title on the record;
115.29 	(ii) the date on the record;
115.30 	(iii) the names of the parties on the record;
116.1 	(iv) the identity of the office of the county recorder or registrar of titles where the record 
116.2 	is filed;
116.3 	(v) the date the record was filed;
116.4 	(vi) the identifying number of the record in the office of the county recorder or registrar 
116.5 	of titles; and
116.6 	(vii) in the case of an executory contract for the sale of real property or of an interest in 
116.7 	real property that entitles the purchaser to possession of the real property, the legal description 
116.8 	of the real property subject to the contract.
116.9 	(2) A transfer statement that is to be filed in the real property records must contain an 
116.10 	acknowledgment by the secured party in a form sufficient to satisfy the requirements of 
116.11 	chapter 358.
116.12 	(3) If an executory contract for the sale of real property or of an interest in real property 
116.13 	that entitles the purchaser to possession of the real property is terminated, the secured party 
116.14 	may not file a transfer statement concerning that contract after the termination. If a transfer 
116.15 	statement is filed by the secured party after the debtor has terminated that contract, the 
116.16 	transfer statement is not effective as a conveyance.
116.17 	(b) Effect of transfer statement. A transfer statement entitles the transferee to the 
116.18 	transfer of record of all rights of the debtor in the collateral specified in the statement in 
116.19 	any official filing, recording, registration, or certificate of title system covering the collateral. 
116.20 	If a transfer statement is presented with the applicable fee and request form to the official 
116.21 	or office responsible for maintaining the system, the official or office shall:
116.22 	(1) accept the transfer statement;
116.23 	(2) promptly amend its records to reflect the transfer; and
116.24 	(3) if applicable,
116.25 	(A) issue a new appropriate certificate of title in the name of transferee in the case of 
116.26 	property not subject to chapter 508 or 508A; or
116.27 	(B) in the case of property subject to chapter 508 or 508A, issue a new certificate of title 
116.28 	upon satisfaction of the requirements of those chapters.
116.29 	(c) Transfer not a disposition; no relief of secured party's duties. A transfer of the 
116.30 	record or legal title to collateral to a secured party under subsection (b) or otherwise is not 
116.31 	of itself a disposition of collateral under this article and does not of itself relieve the secured 
116.32 	party of its duties under this article.
117.1 	(d) Transfer of certificates of title. A secured party who complies with section 86B.840, 
117.2 	subdivision 2, paragraph (b), or 168A.12, subdivision 2, is considered to have provided a 
117.3 	transfer statement for purposes of this section.

117.4 	Sec. 47. Minnesota Statutes 2022, section 336.9-620, is amended to read:
117.5 	336.9-620 ACCEPTANCE OF COLLATERAL IN FULL OR PARTIAL 
117.6 	SATISFACTION OF OBLIGATION; COMPULSORY DISPOSITION OF 
117.7 	COLLATERAL.
117.8 	(a) Conditions to acceptance in satisfaction. Except as otherwise provided in subsection 
117.9 	(g), a secured party may accept collateral in full or partial satisfaction of the obligation it 
117.10 	secures only if:
117.11 	(1) the debtor consents to the acceptance under subsection (c);
117.12 	(2) the secured party does not receive, within the time set forth in subsection (d), a 
117.13 	notification of objection to the proposal authenticated signed by:
117.14 	(A) a person to which the secured party was required to send a proposal under section 
117.15 	336.9-621; or
117.16 	(B) any other person, other than the debtor, holding an interest in the collateral 
117.17 	subordinate to the security interest that is the subject of the proposal;
117.18 	(3) if the collateral is consumer goods, the collateral is not in the possession of the debtor 
117.19 	when the debtor consents to the acceptance; and
117.20 	(4) subsection (e) does not require the secured party to dispose of the collateral or the 
117.21 	debtor waives the requirement pursuant to section 336.9-624.
117.22 	(b) Purported acceptance ineffective. A purported or apparent acceptance of collateral 
117.23 	under this section is ineffective unless:
117.24 	(1) the secured party consents to the acceptance in an authenticated a signed record or 
117.25 	sends a proposal to the debtor; and
117.26 	(2) the conditions of subsection (a) are met.
117.27 	(c) Debtor's consent. For purposes of this section:
117.28 	(1) a debtor consents to an acceptance of collateral in partial satisfaction of the obligation 
117.29 	it secures only if the debtor agrees to the terms of the acceptance in a record authenticated
117.30 	signed after default; and
118.1 	(2) a debtor consents to an acceptance of collateral in full satisfaction of the obligation 
118.2 	it secures only if the debtor agrees to the terms of the acceptance in a record authenticated
118.3 	signed after default or the secured party:
118.4 	(A) sends to the debtor after default a proposal that is unconditional or subject only to 
118.5 	a condition that collateral not in the possession of the secured party be preserved or 
118.6 	maintained;
118.7 	(B) in the proposal, proposes to accept collateral in full satisfaction of the obligation it 
118.8 	secures; and
118.9 	(C) does not receive a notification of objection authenticated signed by the debtor within 
118.10 	20 days after the proposal is sent.
118.11 	(d) Effectiveness of notification. To be effective under subsection (a)(2), a notification 
118.12 	of objection must be received by the secured party:
118.13 	(1) in the case of a person to which the proposal was sent pursuant to section 336.9-621, 
118.14 	within 20 days after notification was sent to that person; and
118.15 	(2) in other cases:
118.16 	(A) within 20 days after the last notification was sent pursuant to section 336.9-621; or
118.17 	(B) if a notification was not sent, before the debtor consents to the acceptance under 
118.18 	subsection (c).
118.19 	(e) Mandatory disposition of consumer goods. A secured party that has taken possession 
118.20 	of collateral shall dispose of the collateral pursuant to section 336.9-610 within the time 
118.21 	specified in subsection (f) if:
118.22 	(1) 60 percent of the cash price has been paid in the case of a purchase-money security 
118.23 	interest in consumer goods; or
118.24 	(2) 60 percent of the principal amount of the obligation secured has been paid in the 
118.25 	case of a non-purchase-money security interest in consumer goods.
118.26 	(f) Compliance with mandatory disposition requirement. To comply with subsection 
118.27 	(e), the secured party shall dispose of the collateral:
118.28 	(1) within 90 days after taking possession; or
118.29 	(2) within any longer period to which the debtor and all secondary obligors have agreed 
118.30 	in an agreement to that effect entered into and authenticated signed after default.
119.1 	(g) No partial satisfaction in consumer transaction. In a consumer transaction, a 
119.2 	secured party may not accept collateral in partial satisfaction of the obligation it secures.

119.3 	Sec. 48. Minnesota Statutes 2022, section 336.9-621, is amended to read:
119.4 	336.9-621 NOTIFICATION OF PROPOSAL TO ACCEPT COLLATERAL.
119.5 	(a) Persons to which proposal to be sent. A secured party that desires to accept collateral 
119.6 	in full or partial satisfaction of the obligation it secures shall send its proposal to:
119.7 	(1) any person from which the secured party has received, before the debtor consented 
119.8 	to the acceptance, an authenticated a signed notification of a claim of an interest in the 
119.9 	collateral;
119.10 	(2) any other secured party or lienholder that, ten days before the debtor consented to 
119.11 	the acceptance, held a security interest in or other lien on the collateral perfected by the 
119.12 	filing of a financing statement that:
119.13 	(A) identified the collateral;
119.14 	(B) was indexed under the debtor's name as of that date; and
119.15 	(C) was filed in the office or offices in which to file a financing statement against the 
119.16 	debtor covering the collateral as of that date; and
119.17 	(3) any other secured party that, ten days before the debtor consented to the acceptance, 
119.18 	held a security interest in the collateral perfected by compliance with a statute, regulation, 
119.19 	or treaty described in section 336.9-311(a).
119.20 	(b) Proposal to be sent to secondary obligor in partial satisfaction. A secured party 
119.21 	that desires to accept collateral in partial satisfaction of the obligation it secures shall send 
119.22 	its proposal to any secondary obligor in addition to the persons described in subsection (a).

119.23 	Sec. 49. Minnesota Statutes 2022, section 336.9-624, is amended to read:
119.24 	336.9-624 WAIVER.
119.25 	(a) Waiver of disposition notification. A debtor or secondary obligor may waive the 
119.26 	right to notification of disposition of collateral under section 336.9-611 only by an agreement 
119.27 	to that effect entered into and authenticated signed after default.
119.28 	(b) Waiver of mandatory disposition. A debtor may waive the right to require 
119.29 	disposition of collateral under section 336.9-620(e) only by an agreement to that effect 
119.30 	entered into and authenticated signed after default.
120.1 	(c) Waiver of redemption right. Except in a consumer goods transaction, a debtor or 
120.2 	secondary obligor may waive the right to redeem collateral under section 336.9-623 only 
120.3 	by an agreement to that effect entered into and authenticated signed after default.

120.4 	Sec. 50. Minnesota Statutes 2022, section 336.9-628, is amended to read:
120.5 	336.9-628 NONLIABILITY AND LIMITATION ON LIABILITY OF SECURED 
120.6 	PARTY; LIABILITY OF SECONDARY OBLIGOR.
120.7 	(a) Limitation of liability of secured party for noncompliance with article.Subject 
120.8 	to subsection (f), unless a secured party knows that a person is a debtor or obligor, knows 
120.9 	the identity of the person, and knows how to communicate with the person:
120.10 	(1) the secured party is not liable to the person, or to a secured party or lienholder that 
120.11 	has filed a financing statement against the person, for failure to comply with this article; 
120.12 	and
120.13 	(2) the secured party's failure to comply with this article does not affect the liability of 
120.14 	the person for a deficiency.
120.15 	(b) Limitation of liability based on status as secured party.Subject to subsection (f), 
120.16 	a secured party is not liable because of its status as secured party:
120.17 	(1) to a person that is a debtor or obligor, unless the secured party knows:
120.18 	(A) that the person is a debtor or obligor;
120.19 	(B) the identity of the person; and
120.20 	(C) how to communicate with the person; or
120.21 	(2) to a secured party or lienholder that has filed a financing statement against a person, 
120.22 	unless the secured party knows:
120.23 	(A) that the person is a debtor; and
120.24 	(B) the identity of the person.
120.25 	(c) Limitation of liability if good faith belief that transaction is not a consumer 
120.26 	goods transaction or consumer transaction. A secured party is not liable to any person, 
120.27 	and a persons liability for a deficiency is not affected, because of any act or omission arising 
120.28 	out of the secured party's reasonable belief that a transaction is not a consumer goods 
120.29 	transaction or a consumer transaction or that goods are not consumer goods, if the secured 
120.30 	party's belief is based on its reasonable reliance on:
121.1 	(1) a debtor's representation concerning the purpose for which collateral was to be used, 
121.2 	acquired, or held; or
121.3 	(2) an obligor's representation concerning the purpose for which a secured obligation 
121.4 	was incurred.
121.5 	(d) Limitation of liability for statutory damages. A secured party is not liable to any 
121.6 	person under section 336.9-625(c)(2) for its failure to comply with section 336.9-616.
121.7 	(e) Limitation of multiple liability for statutory damages. A secured party is not liable 
121.8 	under section 336.9-625(c)(2) more than once with respect to any one secured obligation.
121.9 	(f) Exception: Limitation of liability under subsections (a) and (b) does not apply.
121.10 	Subsections (a) and (b) do not apply to limit the liability of a secured party to a person if, 
121.11 	at the time the secured party obtains control of collateral that is a controllable account, 
121.12 	controllable electronic record, or controllable payment intangible or at the time the security 
121.13 	interest attaches to the collateral, whichever is later:
121.14 	(1) the person is a debtor or obligor; and
121.15 	(2) the secured party knows that the information in subsection (b)(1)(A), (B), or (C) 
121.16 	relating to the person is not provided by the collateral, a record attached to or logically 
121.17 	associated with the collateral, or the system in which the collateral is recorded.

121.18 	ARTICLE 10
121.19 	CONTROLLABLE ELECTRONIC RECORDS

121.20 	Section 1. [336.12-101] TITLE.
121.21 	This article may be cited as Uniform Commercial Code-Controllable Electronic Records.

121.22 	Sec. 2. [336.12-102] DEFINITIONS.
121.23 	(a) Article 12 definitions. In this article:
121.24 	(1) "Controllable electronic record" means a record stored in an electronic medium that 
121.25 	can be subjected to control under section 336.12-105. The term does not include a controllable 
121.26 	account, a controllable payment intangible, a deposit account, an electronic copy of a record 
121.27 	evidencing chattel paper, an electronic document of title, electronic money, investment 
121.28 	property, or a transferable record.
121.29 	(2) "Qualifying purchaser" means a purchaser of a controllable electronic record or an 
121.30 	interest in a controllable electronic record that obtains control of the controllable electronic 
122.1 	record for value, in good faith, and without notice of a claim of a property right in the 
122.2 	controllable electronic record.
122.3 	(3) "Transferable record" has the meaning provided for that term in:
122.4 	(A) Section 201(a)(1) of the Electronic Signatures in Global and National Commerce 
122.5 	Act, United States Code, title 15, section 7021(a)(1), as amended; or
122.6 	(B) section 325L.16, paragraph (a).
122.7 	(4) "Value" has the meaning provided in section 336.3-303(a), as if references in that 
122.8 	subsection to an "instrument" were references to a controllable account, controllable 
122.9 	electronic record, or controllable payment intangible.
122.10 	(b) Definitions in Article 9. The definitions in article 9 of "account debtor", "controllable 
122.11 	account", "controllable payment intangible", "chattel paper", "deposit account", "electronic 
122.12 	money", and "investment property" apply to this article.
122.13 	(c) Article 1 definitions and principles. Article 1 contains general definitions and 
122.14 	principles of construction and interpretation applicable throughout this article.

122.15 	Sec. 3. [336.12-103] RELATION TO ARTICLE 9 AND CONSUMER LAWS.
122.16 	(a) Article 9 governs in case of conflict. If there is conflict between this article and 
122.17 	article 9, article 9 governs.
122.18 	(b) Applicable consumer law and other laws. A transaction subject to this article is 
122.19 	subject to any applicable rule of law that establishes a different rule for consumers; any 
122.20 	other statute or regulation that regulates the rates, charges, agreements, and practices for 
122.21 	loans, credit sales, or other extensions of credit; and any consumer-protection statute or 
122.22 	regulation.

122.23 	Sec. 4. [336.12-104] RIGHTS IN CONTROLLABLE ACCOUNT, CONTROLLABLE 
122.24 	ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT INTANGIBLE.
122.25 	(a) Applicability of section to controllable account and controllable payment 
122.26 	intangible. This section applies to the acquisition and purchase of rights in a controllable 
122.27 	account or controllable payment intangible, including the rights and benefits under 
122.28 	subsections (c), (d), (e), (g), and (h) of a purchaser and qualifying purchaser, in the same 
122.29 	manner this section applies to a controllable electronic record.
122.30 	(b) Control of controllable account and controllable payment intangible. To determine 
122.31 	whether a purchaser of a controllable account or a controllable payment intangible is a 
123.1 	qualifying purchaser, the purchaser obtains control of the account or payment intangible if 
123.2 	it obtains control of the controllable electronic record that evidences the account or payment 
123.3 	intangible.
123.4 	(c) Applicability of other law to acquisition of rights. Except as provided in this 
123.5 	section, law other than this article determines whether a person acquires a right in a 
123.6 	controllable electronic record and the right the person acquires.
123.7 	(d) Shelter principle and purchase of limited interest. A purchaser of a controllable 
123.8 	electronic record acquires all rights in the controllable electronic record that the transferor 
123.9 	had or had power to transfer, except that a purchaser of a limited interest in a controllable 
123.10 	electronic record acquires rights only to the extent of the interest purchased.
123.11 	(e) Rights of qualifying purchaser. A qualifying purchaser acquires its rights in the 
123.12 	controllable electronic record free of a claim of a property right in the controllable electronic 
123.13 	record.
123.14 	(f) Limitation of rights of qualifying purchaser in other property. Except as provided 
123.15 	in subsections (a) and (e) for a controllable account and a controllable payment intangible 
123.16 	or law other than this article, a qualifying purchaser takes a right to payment, right to 
123.17 	performance, or other interest in property evidenced by the controllable electronic record 
123.18 	subject to a claim of a property right in the right to payment, right to performance, or other 
123.19 	interest in property.
123.20 	(g) No-action protection for qualifying purchaser. An action may not be asserted 
123.21 	against a qualifying purchaser based on both a purchase by the qualifying purchaser of a 
123.22 	controllable electronic record and a claim of a property right in another controllable electronic 
123.23 	record, whether the action is framed in conversion, replevin, constructive trust, equitable 
123.24 	lien, or other theory.
123.25 	(h) Filing not notice. Filing of a financing statement under article 9 is not notice of a 
123.26 	claim of a property right in a controllable electronic record.

123.27 	Sec. 5. [336.12-105] CONTROL OF CONTROLLABLE ELECTRONIC RECORD.
123.28 	(a) General rule: control of controllable electronic record. A person has control of 
123.29 	a controllable electronic record if the electronic record, a record attached to or logically 
123.30 	associated with the electronic record, or a system in which the electronic record is recorded:
123.31 	(1) gives the person:
123.32 	(A) power to avail itself of substantially all the benefit from the electronic record; and
124.1 	(B) exclusive power, subject to subsection (b), to:
124.2 	(i) prevent others from availing themselves of substantially all the benefit from the 
124.3 	electronic record; and
124.4 	(ii) transfer control of the electronic record to another person or cause another person 
124.5 	to obtain control of another controllable electronic record as a result of the transfer of the 
124.6 	electronic record; and
124.7 	(2) enables the person readily to identify itself in any way, including by name, identifying 
124.8 	number, cryptographic key, office, or account number, as having the powers specified in 
124.9 	paragraph (1).
124.10 	(b) Meaning of exclusive. Subject to subsection (c), a power is exclusive under subsection 
124.11 	(a)(1)(B)(i) and (ii) even if:
124.12 	(1) the controllable electronic record, a record attached to or logically associated with 
124.13 	the electronic record, or a system in which the electronic record is recorded limits the use 
124.14 	of the electronic record or has a protocol programmed to cause a change, including a transfer 
124.15 	or loss of control or a modification of benefits afforded by the electronic record; or
124.16 	(2) the power is shared with another person.
124.17 	(c) When power not shared with another person. A power of a person is not shared 
124.18 	with another person under subsection (b)(2) and the person's power is not exclusive if:
124.19 	(1) the person can exercise the power only if the power also is exercised by the other 
124.20 	person; and
124.21 	(2) the other person:
124.22 	(A) can exercise the power without exercise of the power by the person; or
124.23 	(B) is the transferor to the person of an interest in the controllable electronic record or 
124.24 	a controllable account or controllable payment intangible evidenced by the controllable 
124.25 	electronic record.
124.26 	(d) Presumption of exclusivity of certain powers. If a person has the powers specified 
124.27 	in subsection (a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
124.28 	(e) Control through another person. A person has control of a controllable electronic 
124.29 	record if another person, other than the transferor to the person of an interest in the 
124.30 	controllable electronic record or a controllable account or controllable payment intangible 
124.31 	evidenced by the controllable electronic record:
125.1 	(1) has control of the electronic record and acknowledges that it has control on behalf 
125.2 	of the person; or
125.3 	(2) obtains control of the electronic record after having acknowledged that it will obtain 
125.4 	control of the electronic record on behalf of the person.
125.5 	(f) No requirement to acknowledge. A person that has control under this section is not 
125.6 	required to acknowledge that it has control on behalf of another person.
125.7 	(g) No duties or confirmation. If a person acknowledges that it has or will obtain control 
125.8 	on behalf of another person, unless the person otherwise agrees or law other than this article 
125.9 	or article 9 otherwise provides, the person does not owe any duty to the other person and 
125.10 	is not required to confirm the acknowledgment to any other person.

125.11 	Sec. 6. [336.12-106] DISCHARGE OF ACCOUNT DEBTOR ON CONTROLLABLE 
125.12 	ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE.
125.13 	(a) Discharge of account debtor. An account debtor on a controllable account or 
125.14 	controllable payment intangible may discharge its obligation by paying:
125.15 	(1) the person having control of the controllable electronic record that evidences the 
125.16 	controllable account or controllable payment intangible; or
125.17 	(2) except as provided in subsection (b), a person that formerly had control of the 
125.18 	controllable electronic record.
125.19 	(b) Content and effect of notification. Subject to subsection (d), the account debtor 
125.20 	may not discharge its obligation by paying a person that formerly had control of the 
125.21 	controllable electronic record if the account debtor receives a notification that:
125.22 	(1) is signed by a person that formerly had control or the person to which control was 
125.23 	transferred;
125.24 	(2) reasonably identifies the controllable account or controllable payment intangible;
125.25 	(3) notifies the account debtor that control of the controllable electronic record that 
125.26 	evidences the controllable account or controllable payment intangible was transferred;
125.27 	(4) identifies the transferee, in any reasonable way, including by name, identifying 
125.28 	number, cryptographic key, office, or account number; and
125.29 	(5) provides a commercially reasonable method by which the account debtor is to pay 
125.30 	the transferee.
126.1 	(c) Discharge following effective notification. After receipt of a notification that 
126.2 	complies with subsection (b), the account debtor may discharge its obligation by paying in 
126.3 	accordance with the notification and may not discharge the obligation by paying a person 
126.4 	that formerly had control.
126.5 	(d) When notification ineffective. Subject to subsection (h), notification is ineffective 
126.6 	under subsection (b):
126.7 	(1) unless, before the notification is sent, the account debtor and the person that, at that 
126.8 	time, had control of the controllable electronic record that evidences the controllable account 
126.9 	or controllable payment intangible agree in a signed record to a commercially reasonable 
126.10 	method by which a person may furnish reasonable proof that control has been transferred;
126.11 	(2) to the extent an agreement between the account debtor and seller of a payment 
126.12 	intangible limits the account debtor's duty to pay a person other than the seller and the 
126.13 	limitation is effective under law other than this article; or
126.14 	(3) at the option of the account debtor, if the notification notifies the account debtor to:
126.15 	(A) divide a payment;
126.16 	(B) make less than the full amount of an installment or other periodic payment; or
126.17 	(C) pay any part of a payment by more than one method or to more than one person.
126.18 	(e) Proof of transfer of control. Subject to subsection (h), if requested by the account 
126.19 	debtor, the person giving the notification under subsection (b) seasonably shall furnish 
126.20 	reasonable proof, using the method in the agreement referred to in subsection (d)(1), that 
126.21 	control of the controllable electronic record has been transferred. Unless the person complies 
126.22 	with the request, the account debtor may discharge its obligation by paying a person that 
126.23 	formerly had control, even if the account debtor has received a notification under subsection 
126.24 	(b).
126.25 	(f) What constitutes reasonable proof. A person furnishes reasonable proof under 
126.26 	subsection (e) that control has been transferred if the person demonstrates, using the method 
126.27 	in the agreement referred to in subsection (d)(1), that the transferee has the power to:
126.28 	(1) avail itself of substantially all the benefit from the controllable electronic record;
126.29 	(2) prevent others from availing themselves of substantially all the benefit from the 
126.30 	controllable electronic record; and
126.31 	(3) transfer the powers specified in paragraphs (1) and (2) to another person.
127.1 	(g) Rights not waivable. Subject to subsection (h), an account debtor may not waive 
127.2 	or vary its rights under subsections (d)(1) and (e) or its option under subsection (d)(3).
127.3 	(h) Rule for individual under other law. This section is subject to law other than this 
127.4 	article which establishes a different rule for an account debtor who is an individual and who 
127.5 	incurred the obligation primarily for personal, family, or household purposes.

127.6 	Sec. 7. [336.12-107] GOVERNING LAW.
127.7 	(a) Governing law: general rule. Except as provided in subsection (b), the local law 
127.8 	of a controllable electronic record's jurisdiction governs a matter covered by this article.
127.9 	(b) Governing law: section 336.12-106. For a controllable electronic record that 
127.10 	evidences a controllable account or controllable payment intangible, the local law of the 
127.11 	controllable electronic record's jurisdiction governs a matter covered by section 336.12-106 
127.12 	unless an effective agreement determines that the local law of another jurisdiction governs.
127.13 	(c) Controllable electronic record's jurisdiction. The following rules determine a 
127.14 	controllable electronic record's jurisdiction under this section:
127.15 	(1) If the controllable electronic record, or a record attached to or logically associated 
127.16 	with the controllable electronic record and readily available for review, expressly provides 
127.17 	that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes 
127.18 	of this article or this chapter, that jurisdiction is the controllable electronic record's 
127.19 	jurisdiction.
127.20 	(2) If paragraph (1) does not apply and the rules of the system in which the controllable 
127.21 	electronic record is recorded are readily available for review and expressly provide that a 
127.22 	particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this 
127.23 	article or this chapter, that jurisdiction is the controllable electronic record's jurisdiction.
127.24 	(3) If paragraphs (1) and (2) do not apply and the controllable electronic record, or a 
127.25 	record attached to or logically associated with the controllable electronic record and readily 
127.26 	available for review, expressly provides that the controllable electronic record is governed 
127.27 	by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record's 
127.28 	jurisdiction.
127.29 	(4) If paragraphs (1), (2), and (3) do not apply and the rules of the system in which the 
127.30 	controllable electronic record is recorded are readily available for review and expressly 
127.31 	provide that the controllable electronic record or the system is governed by the law of a 
127.32 	particular jurisdiction, that jurisdiction is the controllable electronic record's jurisdiction.
128.1 	(5) If paragraphs (1) through (4) do not apply, the controllable electronic record's 
128.2 	jurisdiction is the District of Columbia.
128.3 	(d) Applicability of Article 12. If subsection (c)(5) applies and article 12 is not in effect 
128.4 	in the District of Columbia without material modification, the governing law for a matter 
128.5 	covered by this article is the law of the District of Columbia as though article 12 were in 
128.6 	effect in the District of Columbia without material modification. In this subsection, "article 
128.7 	12" means article 12 of Uniform Commercial Code Amendments (2022).
128.8 	(e) Relation of matter or transaction to controllable electronic record's jurisdiction 
128.9 	not necessary. To the extent subsections (a) and (b) provide that the local law of the 
128.10 	controllable electronic record's jurisdiction governs a matter covered by this article, that 
128.11 	law governs even if the matter or a transaction to which the matter relates does not bear any 
128.12 	relation to the controllable electronic record's jurisdiction.
128.13 	(f) Rights of purchasers determined at time of purchase. The rights acquired under 
128.14 	section 366.12-104 by a purchaser or qualifying purchaser are governed by the law applicable 
128.15 	under this section at the time of purchase.

128.16 	ARTICLE 11
128.17 	TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE 
128.18 	AMENDMENTS, 2022

128.19 	Section 1. [336.0A-101] TITLE.
128.20 	This article may be cited as Transitional Provisions for Uniform Commercial Code 
128.21 	Amendments, 2022.

128.22 	Sec. 2. [336.0A-102] DEFINITIONS.
128.23 	(a) Article A Definitions. In this article:
128.24 	(1) "Adjustment date" means August 1, 2025.
128.25 	(2) "Article 12" means article 12 of this chapter.
128.26 	(3) "Article 12 property" means a controllable account, controllable electronic record, 
128.27 	or controllable payment intangible.
128.28 	(b) Definitions in other articles. The following definitions in other articles of this 
128.29 	chapter apply to this article.
128.30 	"Controllable account." Section 336.9-102.
128.31 	"Controllable electronic record." Section 336.12-102.
129.1 	"Controllable payment intangible." Section 336.9-102.
129.2 	"Electronic money." Section 336.9-102.
129.3 	"Financing statement." Section 336.9-102.
129.4 	(c) Article 1 definitions and principles. Article 1 contains general definitions and 
129.5 	principles of construction and interpretation applicable throughout this article.

129.6 	Sec. 3. [336.0A-201] SAVING CLAUSE.
129.7 	Except as provided in sections 336.0A-301 to 336.0A-306, a transaction validly entered 
129.8 	into before August 1, 2024, and the rights, duties, and interests flowing from the transaction 
129.9 	remain valid thereafter and may be terminated, completed, consummated, or enforced as 
129.10 	required or permitted by law other than this chapter or, if applicable, this chapter, as though 
129.11 	this act had not taken effect.

129.12 	Sec. 4. [336.0A-301] SAVING CLAUSE.
129.13 	(a) Pre-effective-date transaction, lien, or interest. Except as provided in this part, 
129.14 	article 9, as amended by this act, and article 12 apply to a transaction, lien, or other interest 
129.15 	in property, even if the transaction, lien, or interest was entered into, created, or acquired 
129.16 	before August 1, 2024.
129.17 	(b) Continuing validity. Except as provided in subsection (c) and sections 336.0A-302 
129.18 	to 336.0A-306:
129.19 	(1) a transaction, lien, or interest in property that was validly entered into, created, or 
129.20 	transferred before August 1, 2024, and was not governed by this chapter, but would be 
129.21 	subject to article 9, as amended by this act, or Article 12 if it had been entered into, created, 
129.22 	or transferred on or after August 1, 2024, including the rights, duties, and interests flowing 
129.23 	from the transaction, lien, or interest, remains valid on and after August 1, 2024; and
129.24 	(2) the transaction, lien, or interest may be terminated, completed, consummated, and 
129.25 	enforced as required or permitted by this act or by the law that would apply if this act had 
129.26 	not taken effect.
129.27 	(c) Pre-effective-date proceeding. This act does not affect an action, case, or proceeding 
129.28 	commenced before August 1, 2024.

130.1 	Sec. 5. [336.0A-302] SECURITY INTEREST PERFECTED BEFORE EFFECTIVE 
130.2 	DATE.
130.3 	(a) Continuing perfection: perfection requirements satisfied. A security interest that 
130.4 	is enforceable and perfected immediately before August 1, 2024, is a perfected security 
130.5 	interest under this act if, on August 1, 2024, the requirements for enforceability and perfection 
130.6 	under this act are satisfied without further action.
130.7 	(b) Continuing perfection: enforceability or perfection requirements not satisfied.
130.8 	If a security interest is enforceable and perfected immediately before August 1, 2024, but 
130.9 	the requirements for enforceability or perfection under this act are not satisfied on August 
130.10 	1, 2024, the security interest:
130.11 	(1) is a perfected security interest until the earlier of the time perfection would have 
130.12 	ceased under the law in effect immediately before August 1, 2024, or the adjustment date;
130.13 	(2) remains enforceable thereafter only if the security interest satisfies the requirements 
130.14 	for enforceability under section 336.9-203, as amended by this act, before the adjustment 
130.15 	date; and
130.16 	(3) remains perfected thereafter only if the requirements for perfection under this act 
130.17 	are satisfied before the time specified in paragraph (1).

130.18 	Sec. 6. [336.0A-303] SECURITY INTEREST UNPERFECTED BEFORE 
130.19 	EFFECTIVE DATE.
130.20 	A security interest that is enforceable immediately before August 1, 2024, but is 
130.21 	unperfected at that time:
130.22 	(1) remains an enforceable security interest until the adjustment date;
130.23 	(2) remains enforceable thereafter if the security interest becomes enforceable under 
130.24 	section 336.9-203, as amended by this act, on August 1, 2024, or before the adjustment 
130.25 	date; and
130.26 	(3) becomes perfected:
130.27 	(A) without further action, on August 1, 2024, if the requirements for perfection under 
130.28 	this act are satisfied before or at that time; or
130.29 	(B) when the requirements for perfection are satisfied if the requirements are satisfied 
130.30 	after that time.

131.1 	Sec. 7. [336.0A-304] EFFECTIVENESS OF ACTIONS TAKEN BEFORE 
131.2 	EFFECTIVE DATE.
131.3 	(a) Pre-effective-date action; attachment and perfection before adjustment date. If 
131.4 	action, other than the filing of a financing statement, is taken before August 1, 2024, and 
131.5 	the action would have resulted in perfection of the security interest had the security interest 
131.6 	become enforceable before August 1, 2024, the action is effective to perfect a security 
131.7 	interest that attaches under this act before the adjustment date. An attached security interest 
131.8 	becomes unperfected on the adjustment date unless the security interest becomes a perfected 
131.9 	security interest under this act before the adjustment date.
131.10 	(b) Pre-effective-date filing. The filing of a financing statement before August 1, 2024, 
131.11 	is effective to perfect a security interest on August 1, 2024, to the extent the filing would 
131.12 	satisfy the requirements for perfection under this act.
131.13 	(c) Pre-effective-date enforceability action. The taking of an action before August 1, 
131.14 	2024, is sufficient for the enforceability of a security interest on August 1, 2024, if the action 
131.15 	would satisfy the requirements for enforceability under this act.

131.16 	Sec. 8. [336.0A-305] PRIORITY.
131.17 	(a) Determination of priority. Subject to subsections (b) and (c), this act determines 
131.18 	the priority of conflicting claims to collateral.
131.19 	(b) Established priorities. Subject to subsection (c), if the priorities of claims to collateral 
131.20 	were established before August 1, 2024, article 9, as in effect before August 1, 2024, 
131.21 	determines priority.
131.22 	(c) Determination of certain priorities on adjustment date. On the adjustment date, 
131.23 	to the extent the priorities determined by article 9, as amended by this act, modify the 
131.24 	priorities established before August 1, 2024, the priorities of claims to article 12 property 
131.25 	and electronic money established before August 1, 2024, cease to apply.

131.26 	Sec. 9. [336.0A-306] PRIORITY OF CLAIMS WHEN PRIORITY RULES OF 
131.27 	ARTICLE 9 DO NOT APPLY.
131.28 	(a) Determination of priority. Subject to subsections (b) and (c), article 12 determines 
131.29 	the priority of conflicting claims to article 12 property when the priority rules of article 9, 
131.30 	as amended by this act, do not apply.
132.1 	(b) Established priorities. Subject to subsection (c), when the priority rules of article 
132.2 	9, as amended by this act, do not apply and the priorities of claims to article 12 property 
132.3 	were established before August 1, 2024, law other than article 12 determines priority.
132.4 	(c) Determination of certain priorities on adjustment date. When the priority rules 
132.5 	of article 9, as amended by this act, do not apply, to the extent the priorities determined by 
132.6 	this act modify the priorities established before August 1, 2024, the priorities of claims to 
132.7 	article 12 property established before August 1, 2024, cease to apply on the adjustment date.

132.8 	ARTICLE 12
132.9 	MISCELLANEOUS

132.10 	Section 1. LIMITATION.
 132.11 	Nothing in this act supports, endorses, creates, or implements a national digital currency.