2002 Minnesota Statutes

CHAPTER 336. Uniform commercial code

Table of Sections

Section	Headnote
Article 1 GENERAL PROVISIONS
Part 1 GENERAL PROVISIONS
336.1-101	Short title and numbering system.
336.1-102	Purposes; rules of construction; variation by agreement.
336.1-103	Supplementary general principles of law applicable.
336.1-104	Construction against implicit repeal.
336.1-105	Territorial application of the chapter; parties' power to choose applicable law.
336.1-106	Remedies to be liberally administered.
336.1-107	Waiver or renunciation of claim or right after breach.
336.1-108	Severability.
336.1-109	Section captions.
336.1-110	Uniform Commercial Code account.
Part 2 GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
336.1-201	General definitions.
336.1-202	Prima facie evidence by third party documents.
336.1-203	Obligation of good faith.
336.1-204	Time; reasonable time; "seasonably".
336.1-205	Course of dealing and usage of trade.
336.1-206	Statute of frauds for kinds of personal property not otherwise covered.
336.1-207	Performance or acceptance under reservation of rights.
336.1-208	Option to accelerate at will.
336.1-209	Subordinated obligations.
Article 2 SALES
Part 1 SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER
336.2-101	Short title.
336.2-102	Scope; certain security and other transactions excluded from this article.
336.2-103	Definitions and index of definitions.
336.2-104	Definitions: "merchant"; "between merchants"; "financing agency."
336.2-105	Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit."
336.2-106	Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming to contract"; "termination"; "cancellation."
336.2-107	Goods to be severed from realty; recording.
Part 2 FORM, FORMATION AND READJUSTMENT OF CONTRACT
336.2-201	Formal requirements; statute of frauds.
336.2-202	Final written expression; parol or extrinsic evidence.
336.2-203	Seals inoperative.
336.2-204	Formation in general.
336.2-205	Firm offers.
336.2-206	Offer and acceptance in formation of contract.
336.2-207	Additional terms in acceptance or confirmation.
336.2-208	Course of performance or practical construction.
336.2-209	Modification, rescission and waiver.
336.2-210	Delegation of performance; assignment of rights.
Part 3 GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT
336.2-301	General obligations of parties.
336.2-302	Unconscionable contract or clause.
336.2-303	Allocation or division of risks.
336.2-304	Price payable in money, goods, realty, or otherwise.
336.2-305	Open price term.
336.2-306	Output, requirements and exclusive dealings.
336.2-307	Delivery in single lot or several lots.
336.2-308	Absence of specified place for delivery.
336.2-309	Absence of specific time provisions; notice of termination.
336.2-310	Open time for payment or running of credit; authority to ship under reservation.
336.2-311	Options and cooperation respecting performance.
336.2-312	Warranty of title and against infringement; buyer's obligation against infringement.
336.2-313	Express warranties by affirmation, promise, description, sample.
336.2-314	Implied warranty; merchantability; usage of trade.
336.2-315	Implied warranty; fitness for particular purpose.
336.2-316	Exclusion or modification of warranties.
336.2-317	Cumulation and conflict of warranties express or implied.
336.2-318	Third party beneficiaries of warranties express or implied.
336.2-319	F.O.B. and F.A.S. terms.
336.2-320	C.I.F. and C.& F. terms.
336.2-321	C.I.F. or C.& F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival.
336.2-322	Delivery "ex-ship".
336.2-323	Form of bill of lading required in overseas shipment; "overseas".
336.2-324	"No arrival, no sale" term.
336.2-325	"Letter of credit" term; "confirmed credit".
336.2-326	Sale on approval and sale or return; rights of creditors.
336.2-327	Special incidents of sale on approval and sale or return.
336.2-328	Sale by auction.
Part 4 TITLE, CREDITORS AND GOOD FAITH PURCHASERS
336.2-401	Passing of title; reservation for security; limited application of this section.
336.2-402	Rights of seller's creditors against sold goods.
336.2-403	Power to transfer; good faith purchase of goods; "entrusting".
Part 5 PERFORMANCE
336.2-501	Insurable interest in goods; manner of identification of goods.
336.2-502	Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
336.2-503	Manner of seller's tender of delivery.
336.2-504	Shipment by seller.
336.2-505	Seller's shipment under reservation.
336.2-506	Rights of financing agency.
336.2-507	Effect of seller's tender; delivery on condition.
336.2-508	Cure by seller of improper tender or delivery; replacement.
336.2-509	Risk of loss in the absence of breach.
336.2-510	Effect of breach on risk of loss.
336.2-511	Tender of payment by buyer; payment by check.
336.2-512	Payment by buyer before inspection.
336.2-513	Buyer's right to inspection of goods.
336.2-514	When documents deliverable on acceptance; when on payment.
336.2-515	Preserving evidence of goods in dispute.
Part 6 BREACH, REPUDIATION AND EXCUSE
336.2-601	Buyer's rights on improper delivery.
336.2-602	Manner and effect of rightful rejection.
336.2-603	Merchant buyer's duties as to rightfully rejected goods.
336.2-604	Buyer's options as to salvage of rightfully rejected goods.
336.2-605	Waiver of buyer's objections by failure to particularize.
336.2-606	What constitutes acceptance of goods.
336.2-607	Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
336.2-608	Revocation of acceptance in whole or in part.
336.2-609	Right to adequate assurance of performance.
336.2-610	Anticipatory repudiation.
336.2-611	Retraction of anticipatory repudiation.
336.2-612	"Installment contract"; breach.
336.2-613	Casualty to identified goods.
336.2-614	Substituted performance.
336.2-615	Excuse by failure of presupposed conditions.
336.2-616	Procedure on notice claiming excuse.
Part 7 REMEDIES
336.2-701	Remedies for breach of collateral contracts not impaired.
336.2-702	Seller's remedies on discovery of buyer's insolvency.
336.2-703	Seller's remedies in general.
336.2-704	Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
336.2-705	Seller's stoppage of delivery in transit or otherwise.
336.2-706	Seller's resale including contract for resale.
336.2-707	"Person in the position of a seller".
336.2-708	Seller's damages for nonacceptance or repudiation.
336.2-709	Action for the price.
336.2-710	Seller's incidental damages.
336.2-711	Buyer's remedies in general; buyer's security interest in rejected goods.
336.2-712	"Cover"; buyer's procurement of substitute goods.
336.2-713	Buyer's damages for nondelivery or repudiation.
336.2-714	Buyer's damages for breach in regard to accepted goods.
336.2-715	Buyer's incidental and consequential damages.
336.2-716	Buyer's right to specific performance or replevin.
336.2-717	Deduction of damages from the price.
336.2-718	Liquidation or limitation of damages; deposits.
336.2-719	Contractual modification or limitation of remedy.
336.2-720	Effect of "cancellation" or "rescission" on claims for antecedent breach.
336.2-721	Remedies for fraud.
336.2-722	Who can sue third parties for injury to goods.
336.2-723	Proof of market price; time and place.
336.2-724	Admissibility of market quotations.
336.2-725	Statute of limitations in contracts for sale.
ARTICLE 2A - LEASES PART 1. GENERAL PROVISIONS
336.2A-101	Short title.
336.2A-102	Scope.
336.2A-103	Definitions and index of definitions.
336.2A-104	Leases subject to other statutes.
336.2A-105	Territorial application of article to goods covered by certificate of title.
336.2A-106	Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
336.2A-107	Waiver or renunciation of claim or right after default.
336.2A-108	Unconscionability.
336.2A-109	Option to accelerate at will.
PART 2. FORMATION AND CONSTRUCTION OF LEASE CONTRACT
336.2A-201	Statute of frauds.
336.2A-202	Final written expression; parol or extrinsic evidence.
336.2A-203	Seals inoperative.
336.2A-204	Formation in general.
336.2A-205	Firm offers.
336.2A-206	Offer and acceptance in formation of lease contract.
336.2A-207	Course of performance or practical construction.
336.2A-208	Modification, rescission and waiver.
336.2A-209	Lessee under finance lease as beneficiary of supply contract.
336.2A-210	Express warranties.
336.2A-211	Warranties against interference and against infringement; lessee's obligation against infringement.
336.2A-212	Implied warranty of merchantability.
336.2A-213	Implied warranty of fitness for particular purpose.
336.2A-214	Exclusion or modification of warranties.
336.2A-215	Cumulation and conflict of warranties express or implied.
336.2A-216	Third-party beneficiaries of express and implied warranties.
336.2A-217	Identification.
336.2A-218	Insurance and proceeds.
336.2A-219	Risk of loss.
336.2A-220	Effect of default on risk of loss.
336.2A-221	Casualty to identified goods.
PART 3. EFFECT OF LEASE CONTRACT
336.2A-301	Enforceability of lease contract.
336.2A-302	Title to and possession of goods.
336.2A-303	Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.
336.2A-304	Subsequent lease of goods by lessor.
336.2A-305	Sale or sublease of goods by lessee.
336.2A-306	Priority of certain liens arising by operation of law.
336.2A-307	Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
336.2A-308	Special rights of creditors.
336.2A-309	Lessor's and lessee's rights when goods become fixtures.
336.2A-310	Lessor's and lessee's rights when goods become accessions.
336.2A-311	Priority subject to subordination.
PART 4. PERFORMANCE OF LEASED CONTRACT: REPUDIATED, SUBSTITUTED, AND EXCUSED
336.2A-401	Insecurity; adequate assurance of performance.
336.2A-402	Anticipatory repudiation.
336.2A-403	Retraction of anticipatory repudiation.
336.2A-404	Substituted performance.
336.2A-405	Excused performance.
336.2A-406	Procedure on excused performance.
336.2A-407	Irrevocable promises; finance leases.
PART 5. DEFAULT A. IN GENERAL
336.2A-501	Default; procedure.
336.2A-502	Notice after default.
336.2A-503	Modification or impairment of rights and remedies.
336.2A-504	Liquidation of damages.
336.2A-505	Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.
336.2A-506	Statute of limitations.
336.2A-507	Proof of market rent; time and place.
B. DEFAULT BY LESSOR
336.2A-508	Lessee's remedies.
336.2A-509	Lessee's rights on improper delivery; rightful rejection.
336.2A-510	Installment lease contracts; rejection and default.
336.2A-511	Merchant lessee's duties as to rightfully rejected goods.
336.2A-512	Lessee's duties as to rightfully rejected goods.
336.2A-513	Cure by lessor of improper tender or delivery; replacement.
336.2A-514	Waiver of lessee's objections.
336.2A-515	Acceptance of goods.
336.2A-516	Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.
336.2A-517	Revocation of acceptance of goods.
336.2A-518	Cover; substitute goods.
336.2A-519	Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods.
336.2A-520	Lessee's incidental and consequential damages.
336.2A-521	Lessee's right to specific performance or replevin.
336.2A-522	Lessee's right to goods on lessor's insolvency.
C. DEFAULT BY LESSEE
336.2A-523	Lessor's remedies.
336.2A-524	Lessor's right to identify goods to lease contract.
336.2A-525	Lessor's right to possession of goods.
336.2A-526	Lessor's stoppage of delivery in transit or otherwise.
336.2A-527	Lessor's rights to dispose of goods.
336.2A-528	Lessor's damages for nonacceptance, failure to pay, repudiation, or other default.
336.2A-529	Lessor's action for the rent.
336.2A-530	Lessor's incidental damages.
336.2A-531	Standing to sue third parties for injury to goods.
Article 3 NEGOTIABLE INSTRUMENTS
Part 1 GENERAL PROVISIONS AND DEFINITIONS
336.3-101	Short title.
336.3-102	Subject matter.
336.3-103	Definitions.
336.3-104	Negotiable instrument.
336.3-105	Issue of instrument.
336.3-106	Unconditional promise or order.
336.3-107	Instrument payable in foreign money.
336.3-108	Payable on demand or at definite time.
336.3-109	Payable to bearer or to order.
336.3-110	Identification of person to whom instrument is payable.
336.3-111	Place of payment.
336.3-112	Interest.
336.3-113	Date of instrument.
336.3-114	Contradictory terms of instrument.
336.3-115	Incomplete instrument.
336.3-116	Joint and several liability; contribution.
336.3-117	Other agreements affecting instrument.
336.3-118	Statute of limitations.
336.3-119	Notice of right to defend action.
336.3-120	[Repealed, 1992 c 565 s 114]
336.3-121	[Repealed, 1992 c 565 s 114]
336.3-122	[Repealed, 1992 c 565 s 114]
Part 2 NEGOTIATION, TRANSFER, AND ENDORSEMENT
336.3-201	Negotiation.
336.3-202	Negotiation subject to rescission.
336.3-203	Transfer of instrument; rights acquired by transfer.
336.3-204	Endorsement.
336.3-205	Special endorsement; blank endorsement; anomalous endorsement.
336.3-206	Restrictive endorsement.
336.3-207	Reacquisition.
336.3-208	[Repealed, 1992 c 565 s 114]
Part 3 ENFORCEMENT OF INSTRUMENTS
336.3-301	Person entitled to enforce instrument.
336.3-302	Holder in due course.
336.3-303	Value and consideration.
336.3-304	Overdue instrument.
336.3-305	Defenses and claims in recoupment.
336.3-306	Claims to an instrument.
336.3-307	Notice of breach of fiduciary duty.
336.3-308	Proof of signatures and status as holder in due course.
336.3-309	Enforcement of lost, destroyed, or stolen instrument.
336.3-310	Effect of instrument on obligation for which taken.
336.3-311	Accord and satisfaction by use of instrument.
336.3-312	Lost, destroyed, or stolen cashier's check, teller's check, or certified check.
Part 4 LIABILITY OF PARTIES
336.3-401	Signature.
336.3-402	Signature by representative.
336.3-403	Unauthorized signature.
336.3-404	Impostors; fictitious payees.
336.3-405	Employer's responsibility for fraudulent endorsement by employee.
336.3-406	Negligence contributing to forged signature or alteration of instrument.
336.3-407	Alteration.
336.3-408	Drawee not liable on unaccepted draft.
336.3-409	Acceptance of draft; certified check.
336.3-410	Acceptance varying draft.
336.3-411	Refusal to pay cashier's checks, teller's checks, and certified checks.
336.3-412	Obligation of issuer of note or cashier's check.
336.3-413	Obligation of acceptor.
336.3-414	Obligation of drawer.
336.3-415	Obligation of endorser.
336.3-416	Transfer warranties.
336.3-417	Presentment warranties.
336.3-418	Payment or acceptance by mistake.
336.3-419	Instruments signed for accommodation.
336.3-420	Conversion of instrument.
Part 5 DISHONOR
336.3-501	Presentment.
336.3-502	Dishonor.
336.3-503	Notice of dishonor.
336.3-504	Excused presentment and notice of dishonor.
336.3-505	Evidence of dishonor.
336.3-506	[Repealed, 1992 c 565 s 114]
336.3-507	[Repealed, 1992 c 565 s 114]
336.3-508	[Repealed, 1992 c 565 s 114]
336.3-509	[Repealed, 1992 c 565 s 114]
336.3-510	[Repealed, 1992 c 565 s 114]
336.3-511	[Repealed, 1992 c 565 s 114]
Part 6 DISCHARGE AND PAYMENT
336.3-601	Discharge and effect of discharge.
336.3-602	Payment.
336.3-603	Tender of payment.
336.3-604	Discharge by cancellation or renunciation.
336.3-605	Discharge of endorsers and accommodation parties.
336.3-606	[Repealed, 1992 c 565 s 114]
Part 7 ADVICE OF INTERNATIONAL SIGHT DRAFT
336.3-701	[Repealed, 1992 c 565 s 114]
Part 8 MISCELLANEOUS
336.3-801	[Repealed, 1992 c 565 s 114]
336.3-802	[Repealed, 1992 c 565 s 114]
336.3-803	[Repealed, 1992 c 565 s 114]
336.3-804	[Repealed, 1992 c 565 s 114]
336.3-805	[Repealed, 1992 c 565 s 114]
Article 4 BANK DEPOSITS AND COLLECTIONS
Part 1 GENERAL PROVISIONS AND DEFINITIONS
336.4-101	Short title.
336.4-102	Applicability.
336.4-103	Variation by agreement; measure of damages; action constituting ordinary care.
336.4-104	Definitions and index of definitions.
336.4-105	"Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank".
336.4-106	Payable through or payable at bank; collecting bank.
336.4-107	Separate office of bank.
336.4-108	Time of receipt of items.
336.4-109	Delays.
336.4-110	Electronic presentment.
336.4-111	Statute of limitations.
Part 2 COLLECTION OF ITEMS: DEPOSITARY AND COLLECTING BANKS
336.4-201	Status of collecting bank as agent and provisional status of credits; applicability of article; item endorsed "pay any bank".
336.4-202	Responsibility for collection or return; when action timely.
336.4-203	Effect of instructions.
336.4-204	Methods of sending and presenting; sending directly to payor bank.
336.4-205	Depositary bank holder of unendorsed item.
336.4-206	Transfer between banks.
336.4-207	Transfer warranties.
336.4-208	Presentment warranties.
336.4-209	Encoding and retention warranties.
336.4-210	Security interest of collecting bank in items, accompanying documents, and proceeds.
336.4-211	When bank gives value for purposes of holder in due course.
336.4-212	Presentment by notice of item not payable by, through, or at bank; liability of drawer or endorser.
336.4-213	Medium and time of settlement by bank.
336.4-214	Right of chargeback or refund; liability of collecting bank; return of item.
336.4-215	Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.
336.4-216	Insolvency and preference.
Part 3 COLLECTION OF ITEMS: PAYOR BANKS
336.4-301	Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.
336.4-302	Payor bank's responsibility for late return of item.
336.4-303	When items subject to notice, stop-payment order, legal process, or setoff; order in which items may be charged or certified.
Part 4 RELATIONSHIP BETWEEN PAYOR BANK AND ITS CUSTOMER
336.4-401	When bank may charge customer's account.
336.4-402	Bank's liability to customer for wrongful dishonor; time of determining insufficiency of account.
336.4-403	Customer's right to stop payment; burden of proof of loss.
336.4-404	Bank not obliged to pay check more than six months old.
336.4-405	Death or incompetence of customer.
336.4-406	Customer's duty to discover and report unauthorized signature or alteration.
336.4-407	Payor bank's right to subrogation on improper payment.
Part 5 COLLECTION OF DOCUMENTARY DRAFTS
336.4-501	Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.
336.4-502	Presentment of "on arrival" drafts.
336.4-503	Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.
336.4-504	Privilege of presenting bank to deal with goods; security interest for expenses.
Article 4A FUND TRANSFERS
Part 1 SUBJECT MATTER AND DEFINITIONS
336.4A-101	Short title.
336.4A-102	Subject matter.
336.4A-103	Payment order-definitions.
336.4A-104	Funds transfer-definitions.
336.4A-105	Other definitions.
336.4A-106	Time payment order is received.
336.4A-107	Federal reserve regulations and operating circulars.
336.4A-108	Exclusion of consumer transactions governed by federal law.
Part 2 ISSUANCE AND ACCEPTANCE OF PAYMENT ORDER
336.4A-201	Security procedure.
336.4A-202	Authorized and verified payment orders.
336.4A-203	Unenforceability of certain verified payment orders.
336.4A-204	Refund of payment and duty of customer to report with respect to unauthorized payment order.
336.4A-205	Erroneous payment orders.
336.4A-206	Transmission of payment order through funds-transfer or other communication system.
336.4A-207	Misdescription of beneficiary.
336.4A-208	Misdescription of intermediary bank or beneficiary's bank.
336.4A-209	Acceptance of payment order.
336.4A-210	Rejection of payment order.
336.4A-211	Cancellation and amendment of payment order.
336.4A-212	Liability and duty of receiving bank regarding unaccepted payment order.
Part 3 EXECUTION OF SENDER'S PAYMENT ORDER BY RECEIVING BANK
336.4A-301	Execution and execution date.
336.4A-302	Obligations of receiving bank in execution of payment order.
336.4A-303	Erroneous execution of payment order.
336.4A-304	Duty of sender to report erroneously executed payment order.
336.4A-305	Liability for late or improper execution or failure to execute payment order.
Part 4 PAYMENT
336.4A-401	Payment date.
336.4A-402	Obligation of sender to pay receiving bank.
336.4A-403	Payment by sender to receiving bank.
336.4A-404	Obligation of beneficiary's bank to pay and give notice to beneficiary.
336.4A-405	Payment by beneficiary's bank to beneficiary.
336.4A-406	Payment by originator to beneficiary; discharge of underlying obligation.
Part 5 MISCELLANEOUS PROVISIONS
336.4A-501	Variation by agreement and effect of funds-transfer system rule.
336.4A-502	Creditor process served on receiving bank; setoff by beneficiary's bank.
336.4A-503	Injunction or restraining order with respect to funds transfer.
336.4A-504	Order in which items and payment orders may be charged to account; order of withdrawals from account.
336.4A-505	Preclusion of objection to debit of customer's account.
336.4A-506	Rate of interest.
336.4A-507	Choice of law.
Article 5 LETTERS OF CREDIT
336.5-101	Short title.
336.5-102	Definitions.
336.5-103	Scope.
336.5-104	Formal requirements.
336.5-105	Consideration.
336.5-106	Issuance, amendment, cancellation, and duration.
336.5-107	Confirmer, nominated person, and adviser.
336.5-108	Issuer's rights and obligations.
336.5-109	Fraud and forgery.
336.5-110	Warranties.
336.5-111	Remedies.
336.5-112	Transfer of letter of credit.
336.5-113	Transfer by operation of law.
336.5-114	Assignment of proceeds.
336.5-115	Statute of limitations.
336.5-116	Choice of law and forum.
336.5-117	Subrogation of issuer, applicant, and nominated person.
336.5-118	Security interest of issuer or nominated person.
Article 6 BULK TRANSFERS
336.6-101	[Repealed, 1991 c 171 art 2 s 4]
336.6-102	[Repealed, 1991 c 171 art 2 s 4]
336.6-103	[Repealed, 1991 c 171 art 2 s 4]
336.6-104	[Repealed, 1991 c 171 art 2 s 4]
336.6-105	[Repealed, 1991 c 171 art 2 s 4]
336.6-106	[Repealed, 1991 c 171 art 2 s 4]
336.6-107	[Repealed, 1991 c 171 art 2 s 4]
336.6-108	[Repealed, 1991 c 171 art 2 s 4]
336.6-109	[Repealed, 1991 c 171 art 2 s 4]
336.6-110	[Repealed, 1991 c 171 art 2 s 4]
336.6-111	[Repealed, 1991 c 171 art 2 s 4]
Article 7 DOCUMENTS OF TITLE
Part 1 GENERAL
336.7-101	Short title.
336.7-102	Definitions and index of definitions.
336.7-103	Relation of article to treaty, statute, tariff, classification or regulation.
336.7-104	Negotiable and nonnegotiable warehouse receipt, bill of lading or other document of title.
336.7-105	Construction against negative implication.
Part 2 WAREHOUSE RECEIPTS: SPECIAL PROVISIONS
336.7-201	Who may issue a warehouse receipt; storage under government bond.
336.7-202	Form of warehouse receipt; essential terms; optional terms.
336.7-203	Liability for nonreceipt or misdescription.
336.7-204	Duty of care; contractual limitation of warehouse operator's liability.
336.7-205	Title under warehouse receipt defeated in certain cases.
336.7-206	Termination of storage at warehouse operator's option.
336.7-207	Goods must be kept separate; fungible goods.
336.7-208	Altered warehouse receipts.
336.7-209	Lien of warehouse operator.
336.7-210	Enforcement of warehouse operator's lien.
Part 3 BILLS OF LADING: SPECIAL PROVISIONS
336.7-301	Liability for nonreceipt or misdescription; "said to contain"; "shipper's load and count"; improper handling.
336.7-302	Through bills of lading and similar documents.
336.7-303	Diversion; reconsignment; change of instructions.
336.7-304	Bills of lading in a set.
336.7-305	Destination bills.
336.7-306	Altered bills of lading.
336.7-307	Lien of carrier.
336.7-308	Enforcement of carrier's lien.
336.7-309	Duty of care; contractual limitation of carrier's liability.
Part 4 WAREHOUSE RECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONS
336.7-401	Irregularities in issue of receipt or bill or conduct of issuer.
336.7-402	Duplicate receipt or bill; overissue.
336.7-403	Obligation of warehouse operator or carrier to deliver; excuse.
336.7-404	No liability for good faith delivery pursuant to receipt or bill.
Part 5 WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER
336.7-501	Form of negotiation and requirements of "due negotiation."
336.7-502	Rights acquired by due negotiation.
336.7-503	Document of title to goods defeated in certain cases.
336.7-504	Rights acquired in the absence of due negotiation; effect of diversion; seller's stoppage of delivery.
336.7-505	Endorser not a guarantor for other parties.
336.7-506	Delivery without endorsement: right to compel endorsement.
336.7-507	Warranties on negotiation or transfer of receipt or bill.
336.7-508	Warranties of collecting bank as to documents.
336.7-509	Receipt or bill: when adequate compliance with commercial contract.
Part 6 WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS
336.7-601	Lost and missing documents.
336.7-602	Attachment of goods covered by a negotiable document.
336.7-603	Conflicting claims; interpleader.
Revised Article 8 INVESTMENT SECURITIES
Part 1 SHORT TITLE AND GENERAL MATTERS
336.8-101	Short title.
336.8-102	Definitions.
336.8-103	Rules for determining whether certain obligations and interests are securities or financial assets.
336.8-104	Acquisition of security or financial asset or interest therein.
336.8-105	Notice of adverse claim.
336.8-106	Control.
336.8-107	Whether endorsement, instruction, or entitlement order is effective.
336.8-108	Warranties in direct holding.
336.8-109	Warranties in indirect holding.
336.8-110	Applicability; choice of law.
336.8-111	Clearing corporation rules.
336.8-112	Creditor's legal process.
336.8-113	Statute of frauds inapplicable.
336.8-114	Evidentiary rules concerning certificated securities.
336.8-115	Securities intermediary and others not liable to adverse claimant.
336.8-116	Securities intermediary as purchaser for value.
Part 2 ISSUE - ISSUER
336.8-201	Issuer.
336.8-202	Issuer's responsibility and defenses; notice of defect or defense.
336.8-203	Staleness as notice of defect or defense.
336.8-204	Effect of issuer's restriction on transfer.
336.8-205	Effect of unauthorized signature on security certificate.
336.8-206	Completion or alteration of security certificate.
336.8-207	Rights and duties of issuer with respect to registered owners.
336.8-208	Effect of signature of authenticating trustee, registrar, or transfer agent.
336.8-209	Issuer's lien.
336.8-210	Overissue.
Part 3 TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES
336.8-301	Delivery.
336.8-302	Rights of purchaser.
336.8-303	Protected purchaser.
336.8-304	Endorsement.
336.8-305	Instruction.
336.8-306	Effect of guaranteeing signature, endorsement, or instruction.
336.8-307	Purchaser's right to requisites for registration of transfer.
336.8-308	[Repealed, 1995 c 194 art 1 s 53]
336.8-309	[Repealed, 1995 c 194 art 1 s 53]
336.8-310	[Repealed, 1995 c 194 art 1 s 53]
336.8-311	[Repealed, 1995 c 194 art 1 s 53]
336.8-312	[Repealed, 1995 c 194 art 1 s 53]
336.8-313	[Repealed, 1995 c 194 art 1 s 53]
336.8-314	[Repealed, 1995 c 194 art 1 s 53]
336.8-315	[Repealed, 1995 c 194 art 1 s 53]
336.8-316	[Repealed, 1995 c 194 art 1 s 53]
336.8-317	[Repealed, 1995 c 194 art 1 s 53]
336.8-318	[Repealed, 1995 c 194 art 1 s 53]
336.8-319	[Repealed, 1995 c 194 art 1 s 53]
336.8-320	[Repealed, 1995 c 194 art 1 s 53]
336.8-321	[Repealed, 1995 c 194 art 1 s 53]
Part 4 REGISTRATION
336.8-401	Duty of issuer to register transfer.
336.8-402	Assurance that endorsement or instruction is effective.
336.8-403	Demand that issuer not register transfer.
336.8-404	Wrongful registration.
336.8-405	Replacement of lost, destroyed, or wrongfully taken security certificate.
336.8-406	Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
336.8-407	Authenticating trustee, transfer agent, and registrar.
336.8-408	[Repealed, 1995 c 194 art 1 s 53]
Part 5
SECURITY ENTITLEMENTS
336.8-501	Securities account; acquisition of security entitlement from securities intermediary.
336.8-502	Assertion of adverse claim against entitlement holder.
336.8-503	Property interest of entitlement holder in financial asset held by securities intermediary.
336.8-504	Duty of securities intermediary to maintain financial asset.
336.8-505	Duty of securities intermediary with respect to payments and distributions.
336.8-506	Duty of securities intermediary to exercise rights as directed by entitlement holder.
336.8-507	Duty of securities intermediary to comply with entitlement order.
336.8-508	Duty of securities intermediary to change entitlement holder's position to other form of security holding.
336.8-509	Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
336.8-510	Rights of purchaser of security entitlement from entitlement holder.
336.8-511	Priority among security interests and entitlement holders.
Part 6
TRANSITION PROVISIONS FOR REVISED ARTICLE 8
336.8-601	Effective date.
336.8-602	Repeals.
336.8-603	Savings clause.
Revised Article 9 SECURED TRANSACTIONS
Part 1 GENERAL PROVISIONS
SUBPART 1. SHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS
336.9-101	Short title.
336.9-102	Definitions and index of definitions.
336.9-103	Purchase-money security interest; application of payments; burden of establishing.
336.9-104	Control of deposit account.
336.9-105	Control of electronic chattel paper.
336.9-106	Control of investment property.
336.9-107	Control of letter of credit right.
336.9-108	Sufficiency of description.
SUBPART 2. APPLICABILITY OF ARTICLE
336.9-109	Scope.
336.9-110	Security interests arising under article 2 or 2a.
336.9-111	[Repealed, 1991 c 171 art 2 s 4]
336.9-112	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-113	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-114	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-115	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-116	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
Part 2 EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF SECURITY INTEREST; RIGHTS OF PARTIES TO SECURITY AGREEMENT
SUBPART 1. EFFECTIVENESS AND ATTACHMENT
336.9-201	General effectiveness of security agreement.
336.9-202	Title to collateral immaterial.
336.9-203	Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
336.9-204	After-acquired property; future advances.
336.9-205	Use or disposition of collateral permissible.
336.9-206	Security interest arising in purchase or delivery of financial asset.
SUBPART 2. RIGHTS AND DUTIES
336.9-207	Rights and duties of secured party having possession or control of collateral.
336.9-208	Additional duties of secured party having control of collateral.
336.9-209	Duties of secured party if account debtor has been notified of assignment.
336.9-210	Request for accounting; request regarding list of collateral or statement of account.
Part 3 PERFECTION AND PRIORITY
SUBPART 1. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS
336.9-301	Law governing perfection and priority of security interests.
336.9-302	Law governing perfection and priority of agricultural liens.
336.9-303	Law governing perfection and priority of security interests in goods covered by a certificate of title.
336.9-304	Law governing perfection and priority of security interests in deposit accounts.
336.9-305	Law governing perfection and priority of security interests in investment property.
336.9-306	Law governing perfection and priority of security interests in letter of credit rights.
336.9-307	Location of debtor.
SUBPART 2. PERFECTION
336.9-308	When security interest or agricultural lien is perfected; continuity of perfection.
336.9-309	Security interest perfected upon attachment.
336.9-310	When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.
336.9-311	Perfection of security interests in property subject to certain statutes, regulations, and treaties.
336.9-312	Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter of credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.
336.9-313	When possession by or delivery to secured party perfects security interest without filing.
336.9-314	Perfection by control.
336.9-315	Secured party's rights on disposition of collateral and in proceeds.
336.9-316	Continued perfection of security interest following change in governing law.
SUBPART 3. PRIORITY
336.9-317	Interests that take priority over or take free of security interest or agricultural lien.
336.9-318	No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
336.9-319	Rights and title of consignee with respect to creditors and purchasers.
336.9-320	Buyer of goods.
336.9-321	Licensee of general intangible and lessee of goods in ordinary course of business.
336.9-322	Priorities among conflicting security interests in and agricultural liens on same collateral.
336.9-323	Future advances.
336.9-324	Priority of purchase-money security interests.
336.9-325	Priority of security interests in transferred collateral.
336.9-326	Priority of security interests created by new debtor.
336.9-327	Priority of security interests in deposit account.
336.9-328	Priority of security interests in investment property.
336.9-329	Priority of security interests in letter of credit right.
336.9-330	Priority of purchaser of chattel paper or instrument.
336.9-331	Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under article 8.
336.9-332	Transfer of money; transfer of funds from deposit account.
336.9-333	Priority of certain liens arising by operation of law.
336.9-334	Priority of security interests in fixtures and crops.
336.9-335	Accessions.
336.9-336	Commingled goods.
336.9-337	Priority of security interests in goods covered by certificate of title.
336.9-338	Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
336.9-339	Priority subject to subordination.
SUBPART 4. RIGHTS OF BANK
336.9-340	Effectiveness of right of recoupment or set-off against deposit account.
336.9-341	Bank's rights and duties with respect to deposit account.
336.9-342	Bank's right to refuse to enter into or disclose existence of control agreement.
Part 4 RIGHTS OF THIRD PARTIES
336.9-401	Alienability of debtor's rights.
336.9-402	Secured party not obligated on contract of debtor or in tort.
336.9-403	Agreement not to assert defenses against assignee.
336.9-404	Rights acquired by assignee; claims and defenses against assignee.
336.9-405	Modification of assigned contract.
336.9-406	Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
336.9-407	Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
336.9-408	Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.
336.9-409	Restrictions on assignment of letter of credit rights ineffective.
336.9-410	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-411	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-412	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
336.9-413	[MS 1998 Repealed, 2000 c 399 art 1 s 140]
Part 5 FILING
SUBPART 1. FILING OFFICE; CONTENTS AND EFFECTIVENESS OF FINANCING STATEMENT
336.9-501	Filing office.
336.9-502	Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.
336.9-503	Name of debtor and secured party.
336.9-504	Indication of collateral.
336.9-505	Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
336.9-506	Effect of errors or omissions.
336.9-507	Effect of certain events on effectiveness of financing statement.
336.9-508	Effectiveness of financing statement if new debtor becomes bound by security agreement.
336.9-509	Persons entitled to file a record.
336.9-510	Effectiveness of filed record.
336.9-511	Secured party of record.
336.9-512	Amendment of financing statement.
336.9-513	Termination statement.
336.9-514	Assignment of powers of secured party of record.
336.9-515	Duration and effectiveness of financing statement; effect of lapsed financing statement.
336.9-516	What constitutes filing; effectiveness of filing.
336.9-517	Effect of indexing errors.
336.9-518	Claim concerning inaccurate or wrongfully filed record.
SUBPART 2. DUTIES AND OPERATION OF FILING OFFICE
336.9-519	Numbering, maintaining, and indexing records; communicating information provided in records.
336.9-520	Acceptance and refusal to accept record.
336.9-521	Uniform form of written financing statement and amendment.
336.9-522	Maintenance and destruction of records.
336.9-523	Information from filing office; sale or license of records.
336.9-524	Delay by filing office.
336.9-525	Fees.
336.9-526	Duty to report.
336.9-527	Satellite offices authorized.
336.9-528	Filing; assignment of filing information at satellite offices.
336.9-529	Maintenance and retrieval of documents and data.
336.9-530	Satellite offices; uniformity of services assured.
336.9-531	Electronic access; liability; retention.
Part 6 DEFAULT
SUBPART 1. DEFAULT AND ENFORCEMENT OF SECURITY INTEREST
336.9-601	Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
336.9-602	Waiver and variance of rights and duties.
336.9-603	Agreement on standards concerning rights and duties.
336.9-604	Procedure if security agreement covers real property or fixtures.
336.9-605	Unknown debtor or secondary obligor.
336.9-606	Time of default for agricultural lien.
336.9-607	Collection and enforcement by secured party.
336.9-608	Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
336.9-609	Secured party's right to take possession after default.
336.9-610	Disposition of collateral after default.
336.9-611	Notification before disposition of collateral.
336.9-612	Timeliness of notification before disposition of collateral.
336.9-613	Contents and form of notification before disposition of collateral: general.
336.9-614	Contents and form of notification before disposition of collateral: consumer goods transaction.
336.9-615	Application of proceeds of disposition; liability for deficiency and right to surplus.
336.9-616	Explanation of calculation of surplus or deficiency.
336.9-617	Rights of transferee of collateral.
336.9-618	Rights and duties of certain secondary obligors.
336.9-619	Transfer of record or legal title.
336.9-620	Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.
336.9-621	Notification of proposal to accept collateral.
336.9-622	Effect of acceptance of collateral.
336.9-623	Right to redeem collateral.
336.9-624	Waiver.
SUBPART 2. NONCOMPLIANCE WITH ARTICLE
336.9-625	Remedies for secured party's failure to comply with article.
336.9-626	Action in which deficiency or surplus is in issue.
336.9-627	Determination of whether conduct was commercially reasonable.
336.9-628	Nonliability and limitation on liability of secured party; liability of secondary obligor.
Part 7 TRANSITION
336.9-701	Effective date.
336.9-702	Savings clause.
336.9-703	Security interest perfected before effective date.
336.9-704	Security interest unperfected before effective date.
336.9-705	Effectiveness of action taken before effective date.
336.9-706	When initial financing statement suffices to continue effectiveness of financing statement.
336.9-707	Amendment of pre-effective date financing statement.
336.9-708	Persons entitled to file initial financing statement or continuation statement.
336.9-709	Priority.
Article 10 EFFECTIVE DATE AND REPEALER
336.10-101	Expired
336.10-102	Laws repealed; provision for transition.
336.10-103	General repealer.
336.10-104	Laws not repealed.
336.10-105	Effective date.
Article 11 EFFECTIVE DATE
336.11-101	[Repealed, 2001 c 195 art 2 s 39]
336.11-102	[Repealed, 2001 c 195 art 2 s 39]
336.11-103	[Repealed, 2001 c 195 art 2 s 39]
336.11-104	[Repealed, 2001 c 195 art 2 s 39]
336.11-105	[Repealed, 2001 c 195 art 2 s 39]
336.11-106	[Repealed, 2001 c 195 art 2 s 39]
336.11-107	[Repealed, 2001 c 195 art 2 s 39]
336.11-108	[Repealed, 2001 c 195 art 2 s 39]