Chapter 671 - 2015 Florida Statutes

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2015 Florida Statutes

Title XXXIX COMMERCIAL RELATIONS

Chapter 671
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS

CHAPTER 671

UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS

ARTICLE 1

PART I

SHORT TITLE, CONSTRUCTION, APPLICATION, AND SUBJECT MATTER

(ss. 671.101-671.109)

PART II

GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION

(ss. 671.201-671.213)

PART III

EFFECTIVE DATE AND REPEALER

(ss. 671.301-671.311)

PART I

SHORT TITLE, CONSTRUCTION,
APPLICATION, AND SUBJECT MATTER

671.101 Short title; scope of chapter.

671.102 Purposes; rules of construction; variation by agreement.

671.103 Supplementary general principles of law applicable.

671.104 Construction against implicit repeal.

671.105 Territorial application of the code; parties’ power to choose applicable law.

671.106 Remedies to be liberally administered.

671.107 Waiver or renunciation of claim or right after breach.

671.108 Severability.

671.109 Section captions.

671.101 Short title; scope of chapter.—

(1) Chapters 670-680 may be cited as the “Uniform Commercial Code.”

(2) This chapter applies to a transaction to the extent that it is governed by another chapter of this code and may be cited as the “Uniform Commercial Code—General Provisions.”

History.—s. 1, ch. 65-254; s. 2, ch. 90-278; s. 2, ch. 91-70; s. 4, ch. 2007-134.

Note.—s. 1-101, U.C.C.

671.102 Purposes; rules of construction; variation by agreement.—

(1) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are:

(a) To simplify, clarify, and modernize the law governing commercial transactions.

(b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.

(2)(a) Except as otherwise provided in this code, the effect of provisions of this code may be varied by agreement.

(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this code may not be disclaimed by agreement, but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable. Whenever this code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c) The presence in certain provisions of this code of the words “unless otherwise agreed” or words of similar import does not imply that the effect of other provisions may not be varied by agreement under this subsection.

(3) In this code, unless the context otherwise requires:

(a) Words in the singular include the plural, and words in the plural include the singular.

(b) Words of either gender also refer to the other gender.

History.—s. 1, ch. 65-254; s. 551, ch. 97-102; s. 5, ch. 2007-134.

Note.—s. 1-102, U.C.C.; supersedes ss. 678.53, 614.31.

671.103 Supplementary general principles of law applicable.—Unless displaced by the particular provisions of this code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions.

History.—s. 1, ch. 65-254.

Note.—s. 1-103, U.C.C.; supersedes ss. 678.52, 673.17, 614.20.

671.104 Construction against implicit repeal.—This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

History.—s. 1, ch. 65-254.

Note.—s. 1-104, U.C.C.

671.105 Territorial application of the code; parties’ power to choose applicable law.—

(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation will govern their rights and duties. Failing such agreement, this code applies to transactions bearing an appropriate relation to this state.

(2) When one of the following provisions of this code specifies the applicable law, that provision governs; and a contrary agreement is effective only to the extent permitted by the law (including the conflict-of-laws rules) so specified:

(a) Governing law in the chapter on funds transfers. (s. 670.507)

(b) Rights of sellers’ creditors against sold goods. (s. 672.402)

(d) Applicability of the chapter on letters of credit. (s. 675.116)

(e) Applicability of the chapter on investment securities. (s. 678.1101)

(f) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. (ss. 679.3011-679.3071)

(g) Applicability of the chapter on leases. (ss. 680.1051 and 680.1061)

History.—s. 1, ch. 65-254; s. 1, ch. 79-398; s. 3, ch. 90-278; s. 3, ch. 91-70; s. 1, ch. 93-77; s. 20, ch. 98-11; s. 65, ch. 99-3; s. 2, ch. 99-137; s. 9, ch. 2001-198.

Note.—s. 1-105, U.C.C.

671.106 Remedies to be liberally administered.—

(1) The remedies provided by this code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special nor penal damages may be had except as specifically provided in this code or by other rule of law.

(2) Any right or obligation declared by this code is enforceable by action unless the provision declaring it specifies a different and limited effect.

History.—s. 1, ch. 65-254; s. 6, ch. 2007-134.

Note.—s. 1-106, U.C.C.

671.107 Waiver or renunciation of claim or right after breach.—A claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.

History.—s. 1, ch. 65-254; s. 7, ch. 2007-134.

Note.—s. 1-107, U.C.C.; supersedes ss. 675.28, 675.30.

671.108 Severability.—If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the code which can be given effect without the invalid provision or application, and to this end the provisions of this code are declared to be severable.

History.—s. 1, ch. 65-254.

Note.—s. 1-108, U.C.C.

671.109 Section captions.—Section captions are parts of this code.

History.—s. 1, ch. 65-254.

Note.—s. 1-109, U.C.C.

PART II

GENERAL DEFINITIONS AND
PRINCIPLES OF INTERPRETATION

671.201 General definitions.

671.202 Prima facie evidence by third-party documents.

671.203 Obligation of good faith.

671.204 Actions taken within reasonable time; seasonably.

671.205 Course of performance; course of dealing; usage of trade.

671.207 Performance or acceptance under reservation of rights.

671.208 Option to accelerate at will.

671.209 Notice; knowledge.

671.21 Presumptions.

671.211 Value.

671.212 Relation to Electronic Signatures in Global and National Commerce Act.

671.213 Subordinated obligations.

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

(1) “Action,” in the sense of a judicial proceeding, includes recoupment, counterclaim, setoff, suit in equity, and any other proceedings in which rights are determined.

(2) “Aggrieved party” means a party entitled to pursue a remedy.

(3) “Agreement,” as distinguished from “contract,” means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of dealing, usage of trade, or course of performance as provided in ss. 671.205 and 672.208.

(4) “Bank” means a person engaged in the business of banking and includes a savings bank, a savings and loan association, a credit union, and a trust company.

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

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

(7) “Branch” includes a separately incorporated foreign branch of a bank.

(8) “Burden of establishing” a fact means the burden of persuading the triers of fact that the existence of the fact is more probable than its nonexistence.

(9) “Buyer in ordinary course of business” means a person who, in ordinary course, buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person who sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer who takes possession of the goods or has a right to recover the goods from the seller under chapter 672 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person who acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

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

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

(b) Language in the body of a record or display in larger type than the surrounding text or set off from surrounding text of the same size by symbols or other marks that call attention to the language.

(11) “Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.

(12) “Contract,” as distinguished from “agreement,” means the total legal obligation that results from the parties’ agreement as determined by this code and as supplemented by any other applicable laws.

(13) “Creditor” includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate.

(14) “Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.

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

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

(a) That in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold, and dispose of the record and the goods the record covers; and

(b) That purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt, and order for delivery of goods. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium.

(17) “Fault” means a default, breach, or wrongful act or omission.

(18) “Fungible goods” means:

(a) Goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or

(b) Goods that, by agreement, are treated as equivalents.

(19) “Genuine” means free of forgery or counterfeiting.

(20) “Good faith,” except as otherwise provided in this code, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(21) “Holder” means:

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

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

(22) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

(23) “Insolvent” means:

(a) Having ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute;

(b) Being unable to pay debts as they become due; or

(24) “Money” means a medium of exchange currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries.

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

(a) Has actual knowledge of it;

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

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

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

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

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

(27) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time when it is brought to the attention of the individual conducting that transaction, and, in any event, from the time when it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless such communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(28) “Organization” means a person other than an individual.

(29) “Party,” as distinguished from “third party,” means a person who has engaged in a transaction or made an agreement subject to this code.

(30) “Person” means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.

(31) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.

(32) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.

(33) “Purchaser” means a person who takes by purchase.

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

(35) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

(36) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.

(37) “Right” includes “remedy.”

(38) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to chapter 679. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under s. 672.401, but a buyer may also acquire a security interest by complying with chapter 679. Except as otherwise provided in s. 672.505, the right of a seller or lessor of goods under chapter 672 or chapter 680 to retain or acquire possession of the goods is not a security interest, but a seller or lessor may also acquire a security interest by complying with chapter 679. The retention or reservation of title by a seller of goods, notwithstanding shipment or delivery to the buyer under s. 672.401, is limited in effect to a reservation of a security interest. Whether a transaction in the form of a lease creates a security interest is determined by the facts of each case; however:

(a) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease not subject to termination by the lessee and:

1. The original term of the lease is equal to or greater than the remaining economic life of the goods;

2. The lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;

3. The lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or nominal additional consideration upon compliance with the lease agreement; or

4. The lessee has an option to become the owner of the goods for no additional consideration or nominal additional consideration upon compliance with the lease agreement.

(b) A transaction does not create a security interest merely because:

1. The present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;

2. The lessee assumes the risk of loss of the goods;

3. The lessee agrees to pay, with respect to the goods, taxes; insurance; filing, recording, or registration fees; or service or maintenance costs;

4. The lessee has an option to renew the lease or to become the owner of the goods;

5. The lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or

6. The lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

(c) Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the lease agreement if the option is not exercised. Additional consideration is not nominal if:

1. When the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or

2. When the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

(d) The “remaining economic life of the goods” and “reasonably predictable” fair market rent, fair market value, or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into.

(39) “Send,” in connection with a writing, record, or notice, means:

(a) To deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specified thereon or otherwise agreed or, if there be none, to any address reasonable under the circumstances; or

(b) In any other way to cause to be received any record or notice within the time it would have arrived if properly sent.

(40) “Signed” means bearing any symbol executed or adopted by a party with present intention to adopt or accept a writing.

(41) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(42) “Surety” includes a guarantor or other secondary obligor.

(43) “Term” means a portion of an agreement which relates to a particular matter.

(44) “Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.

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

(46) “Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.

History.—s. 1, ch. 65-254; s. 1, ch. 78-222; s. 2, ch. 79-398; s. 2, ch. 87-275; s. 4, ch. 90-278; s. 3, ch. 92-82; s. 552, ch. 97-102; s. 1, ch. 2000-112; s. 10, ch. 2001-198; s. 8, ch. 2007-134; s. 3, ch. 2010-131.

Note.—s. 1-201, U.C.C.; supersedes ss. 614.02, 673.01, 674.01, 674.07, 674.28, 674.29, 674.30, 678.54.

671.202 Prima facie evidence by third-party documents.—A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.

History.—s. 1, ch. 65-254; s. 9, ch. 2007-134.

Note.—s. 1-202, U.C.C.

671.203 Obligation of good faith.—Every contract or duty within this code imposes an obligation of good faith in its performance and enforcement.

History.—s. 1, ch. 65-254; s. 10, ch. 2007-134.

Note.—s. 1-203, U.C.C.; supersedes ss. 678.54, 614.02(11).

671.204 Actions taken within reasonable time; seasonably.—

(1) Whether a time for taking an action required by this code is reasonable depends on the nature, purpose, and circumstances of the action.

(2) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

History.—s. 1, ch. 65-254; s. 11, ch. 2007-134.

Note.—s. 1-204, U.C.C.; supersedes s. 674.01.

671.205 Course of performance; course of dealing; usage of trade.—

(1) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:

(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

(b) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

(2) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(3) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar record, the interpretation of the record is a question of law.

(4) A course of performance or a course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

(5) Except as otherwise provided in subsection (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:

(a) Express terms prevail over course of performance, course of dealing, and usage of trade;

(b) Course of performance prevails over course of dealing and usage of trade; and

(6) A course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(7) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.

History.—s. 1, ch. 65-254; s. 553, ch. 97-102; s. 12, ch. 2007-134.

Note.—s. 1-205, U.C.C.; supersedes s. 674.01.

671.207 Performance or acceptance under reservation of rights.—

(1) A party who, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.

(2) Subsection (1) does not apply to an accord and satisfaction.

History.—s. 1, ch. 65-254; s. 4, ch. 92-82.

Note.—s. 1-207, U.C.C.

671.208 Option to accelerate at will.—A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when she or he deems herself or himself insecure” or in words of similar import must be construed to mean that she or he has power to do so only if she or he in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against whom the power has been exercised.

History.—s. 1, ch. 65-254; s. 555, ch. 97-102; s. 14, ch. 2007-134.

Note.—s. 1-208, U.C.C.; supersedes s. 674.03(3).

671.209 Notice; knowledge.—

(1) Subject to subsection (6), a person has “notice” of a fact if the person:

(a) Has actual knowledge of it;

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

(2) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.

(3) “Discover,” “learn,” or words of similar import refer to knowledge rather than to reason to know.

(4) A person “notifies” or “gives a notice or notification to” another person by taking such steps as may be reasonably required to inform the other person in ordinary course, regardless of whether the other person actually comes to know of it.

(5) Subject to subsection (6), a person “receives” a notice or notification when:

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

(6) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the person conducting that transaction and, in any event, from the time it would have been brought to the person’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

History.—s. 15, ch. 2007-134.

671.21 Presumptions.—Whenever this code creates a “presumption” with respect to a fact or provides that a fact is “presumed,” the trier of fact must find the existence of the fact presumed unless evidence is introduced which supports a finding of its nonexistence.

History.—s. 16, ch. 2007-134.

671.211 Value.—Except as otherwise provided with respect to negotiable instruments and bank collections as provided in ss. 673.3031, 674.2101, and 674.2111, a person gives value for rights if the person acquires them:

(1) In return for a binding commitment to extend credit or for the extension of immediately available credit whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;

(2) As security for, or in total or partial satisfaction of, a preexisting claim;

(3) By accepting delivery under a preexisting contract for purchase; or

(4) In return for any consideration sufficient to support a simple contract.

History.—s. 17, ch. 2007-134.

671.212 Relation to Electronic Signatures in Global and National Commerce Act.—This code modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that nothing in this code modifies, limits, or supersedes 15 U.S.C. s. 7001(c) or authorizes electronic delivery of any of the notices described in 15 U.S.C. s. 7003(b).

History.—s. 18, ch. 2007-134.

671.213 Subordinated obligations.—An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.

History.—s. 19, ch. 2007-134.

PART III

EFFECTIVE DATE AND REPEALER

671.301 Effective date; provision for transition; preservation of old transition provision.

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

671.308 Transition provisions on place of filing.

671.309 Required refilings.

671.31 Transition provisions as to priorities.

671.311 Presumption that rule of law continues unchanged.

671.301 Effective date; provision for transition; preservation of old transition provision.—

(1) This act shall take effect at 12:01 a.m. on January 1, 1980.

(2) Transactions validly entered into after January 1, 1967, and before the effective date of this act, and which were subject to the provisions of chapter 65-254, Laws of Florida, as amended, and which would be subject to this act as amended if they had been entered into after the effective date of this act and the rights, duties, and interests flowing from such transactions remain valid after the latter date and may be terminated, completed, consummated, or enforced as required or permitted by this act. Security interests arising out of such transactions which are perfected when this act becomes effective shall remain perfected until they lapse as provided in this act and may be continued as permitted by this act, except as stated in s. 680.108, Florida Statutes 1979.

(3) The provisions of s. 680.101, Florida Statutes 1977, shall continue to apply to this act and for this purpose the two statutes shall be considered one continuous statute.

History.—s. 1, ch. 65-254; s. 1, ch. 69-218; s. 36, ch. 79-398; s. 6, ch. 90-278.

Note.—Former s. 680.101.

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

(1) The article on documents of title (Art. 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees’ businesses in respects not specifically dealt with herein; but the fact that such laws are violated does not affect the status of a document of title which otherwise complies with the definition of a “document of title” (s. 671.201).

(2) The following laws and parts of laws are specifically not repealed and shall take precedence over any provisions of this code which may be inconsistent or in conflict therewith:

(a) Chapter 517—Sale of securities.

(b) Chapter 687—Interest and usury; lending practices.

(d) Chapter 520—Retail installment sales (Part I, Motor Vehicle Sales Finance Act; Part II, Retail Installment Sales Act; Part III, Installment Sales Finance Act).

(e) Chapter 665—Florida Savings Association Act.

(f) Chapter 657—Credit unions.

(g) Chapters 319 and 328—Title certificates (motor vehicle; vessel).

(h) Chapter 538—Secondhand Dealers and Secondary Metals Recyclers.

(i) Chapters 658, 660, and 663.

(3) The following laws or parts of laws, although not repealed, shall yield to and be superseded by any provisions of the code which may be inconsistent or in conflict therewith:

(a) Chapter 697—Instruments deemed mortgages and the nature of a mortgage.

(b) Chapter 701—Assignment and cancellation of mortgages.

(d) Chapter 727—General assignments.

(4) Notwithstanding any provisions to the contrary in any of the following Florida Statutes, the remedies provided by such statutes shall not restrict the remedies otherwise available to a secured party under this code, but all such remedies shall be cumulatively available in accordance with their respective terms to a secured party under this code: Chapter 76—Attachment.

(5) The effectiveness of any financing statement or continuation statement filed prior to January 1, 1980, or any continuation statement filed on or after October 1, 1984, which states that the debtor is a transmitting utility as provided in s. 679.515(6) shall continue until a termination statement is filed, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.

History.—s. 1, ch. 65-254; s. 174, ch. 79-164; s. 3, ch. 80-273; s. 5, ch. 81-276; s. 1, ch. 84-167; s. 3, ch. 89-533; s. 6, ch. 90-278; s. 205, ch. 92-303; s. 25, ch. 98-11; s. 6, ch. 2000-155; s. 4, ch. 2010-131.

Note.—Former s. 680.104.

671.308 Transition provisions on place of filing.—

(1) A financing statement or continuation statement filed prior to the effective date of this act which shall not have lapsed prior to the effective date of this act shall remain effective for the period provided in chapter 65-254, Laws of Florida, as amended, but not less than 5 years after the filing.

(2) With respect to any collateral acquired by the debtor subsequent to the effective date of this act, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office or offices that would be appropriate to perfect the security interests in the new collateral under this act.

(3) The effectiveness of any financing statement or continuation statement filed prior to the effective date of this act may be continued by a continuation statement as permitted by this act, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.

History.—s. 37, ch. 79-398; s. 6, ch. 90-278.

Note.—Former s. 680.108.

671.309 Required refilings.—

(1) If a security interest is perfected or has priority when this act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under this act, the perfection and priority rights of the security interest continue until 3 years after the effective date of this act. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.

(2) If a security interest is perfected when this act takes effect under a law other than the Uniform Commercial Code which requires no further filing, refiling, or recording to continue its perfection, perfection continues until and will lapse 3 years after this act takes effect, unless:

(a) A financing statement is filed as provided in subsection (4);

(b) The security interest is perfected otherwise than by filing; or

(3) If a security interest is perfected by a filing, refiling, or recording under a law repealed by this act which required further filing, refiling, or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed for such further filing, refiling, or recording unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.

(4) A financing statement may be filed within 6 months before the perfection of a security interest would otherwise lapse. Any such financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement, or notice (however denominated in any statute or other law repealed or modified by this act), state the office where and the date when the last filing, refiling, or recording, if any, was made with respect thereto and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement, or notice, however denominated, in another filing office under the Uniform Commercial Code or under any statute or other law repealed or modified by this act is still effective. Sections ²679.103 and ³679.401 determine the proper place to file such a financing statement. Except as specified in this subsection, the provisions of ³s. 679.403(3) for continuation statements apply to such a financing statement.

History.—s. 38, ch. 79-398; s. 6, ch. 90-278.

¹Note.—Repealed by s. 3, ch. 2001-198.

²Note.—Repealed by s. 1, ch. 2001-198.

³Note.—Repealed by s. 4, ch. 2001-198.

Note.—Former s. 680.109.

671.31 Transition provisions as to priorities.—Except as otherwise provided in this part, chapter 65-254, Laws of Florida, as amended, shall apply to any questions of priority if the positions of the parties were fixed prior to the effective date of chapter 79-398, Laws of Florida.

History.—s. 39, ch. 79-398; s. 6, ch. 90-278.

Note.—Former s. 680.11.

671.311 Presumption that rule of law continues unchanged.—Unless a change in law has clearly been made, the provisions of chapter 79-398, Laws of Florida, shall be deemed declaratory of the meaning of chapter 65-254, Laws of Florida, as amended.

History.—s. 40, ch. 79-398; s. 6, ch. 90-278.

Note.—Former s. 680.111.