HB 1437

CS

CHAMBER ACTION

1	The Civil Justice Committee recommends the following:
2
3	Council/Committee Substitute
4	Remove the entire bill and insert:
5	A bill to be entitled
6	An act relating to the Uniform Commercial Code; amending
7	s. 15.16, F.S.; removing provision requiring certain
8	records to be filed with the Department of State; amending
9	s. 285.20, F.S.; requiring the governing body of the
10	Seminole Tribe of Florida or the Miccosukee Tribe of
11	Indians to file certain records with the central filing
12	office; amending s. 671.101, F.S.; providing scope of
13	chapter and a short title; amending s. 671.102, F.S.;
14	authorizing certain timeframes to be fixed by agreement;
15	amending s. 671.106, F.S.; making editorial changes;
16	amending s. 671.107, F.S.; providing for the discharge of
17	a claim or right under certain circumstances; amending s.
18	671.201, F.S.; providing, revising, and deleting
19	definitions; amending ss. 671.202 and 671.203, F.S.;
20	making editorial changes; amending s. 671.204, F.S.;
21	revising criteria determining when an action is taken
22	within a reasonable time and seasonably; amending s.
23	671.205, F.S.; defining "course of performance"; revising
24	the definition of "course of dealing"; providing that
25	course of performance and course of dealing may be used
26	for certain purposes; revising uses for express terms of
27	an agreement; specifying when course of performance,
28	course of dealing, or usage of trade prevails; providing
29	that course of performance is relevant to show a waiver or
30	modification in certain circumstances; repealing s.
31	671.206, F.S., relating to statute of frauds for kinds of
32	personal property not otherwise covered; amending s.
33	671.208, F.S.; making editorial changes; creating s.
34	671.209, F.S.; providing definitions; specifying when
35	notice, knowledge, or notification becomes effective with
36	the exercise of due diligence; creating s. 671.210, F.S.;
37	providing that whenever the code creates certain
38	presumptions, the trier of fact must find the existence of
39	the fact presumed unless and until evidence is introduced
40	that supports a finding of its nonexistence; creating s.
41	671.211, F.S.; providing in what instances a person gives
42	value for rights; creating s. 671.212, F.S.; providing
43	that the code modifies, limits, and supersedes certain
44	provisions of the federal Electronic Signatures in Global
45	and National Commerce Act; creating s. 671.213, F.S.;
46	authorizing the subordination of certain obligations;
47	amending s. 671.301, F.S.; revising the effective date of
48	the act; amending s. 679.5011, F.S.; requiring certain
49	financing statements to be filed with the central filing
50	office; authorizing the Florida Secured Transaction
51	Registry to certify a copy of certain financing
52	statements; providing the admissability of such documents;
53	amending s. 679.525, F.S.; reducing the amount of certain
54	processing fees; authorizing the registry to use the fees
55	collected to fund its operations; amending s. 679.527,
56	F.S., relating to the Florida Secured Transaction
57	Registry; revising the duties of the Department of State;
58	providing requirements for a central filing office;
59	providing that the central filing office shall be a
60	private nongovernmental entity and shall not be subject to
61	the provisions of law that apply to government operations;
62	amending s. 679.705, F.S.; extending the time that a
63	financing statement filed under previous law is effective;
64	repealing s. 15.091, F.S., relating to processing fees for
65	filing certain statements under ch. 679, F.S.; repealing
66	s. 679.521, F.S., relating to the uniform form of written
67	financing statements and amendments; repealing s. 679.526,
68	F.S., relating to filing-office rules; amending ss.
69	319.27, 559.9232, 563.022, 668.50, 670.106, 670.204,
70	675.102, 679.1021, 680.1031, 680.518, 680.519, 680.527,
71	and 680.528, F.S.; conforming cross-references; amending
72	s. 713.901, F.S.; specifying fees under the Florida
73	Uniform Federal Lien Registration Act previously provided
74	through cross-reference; reducing a fee and deleting a
75	cross-reference to conform to changes made by the act;
76	providing an effective date.
77
78	Be It Enacted by the Legislature of the State of Florida:
79
80	Section 1.  Subsection (3) of section 15.16, Florida
81	Statutes, is amended to read:
82	15.16  Reproduction of records; admissibility in evidence;
83	electronic receipt and transmission of records; certification;
84	acknowledgment.--
85	(3)  The Department of State may cause to be received
86	electronically any records that are required to be filed with it
87	pursuant to chapter 55, chapter 606, chapter 607, chapter 608,
88	chapter 617, chapter 620, chapter 621, chapter 679, chapter 713,
89	or chapter 865, through facsimile or other electronic transfers,
90	for the purpose of filing such records. The originals of all
91	such electronically transmitted records must be executed in the
92	manner provided in paragraph (5)(b). The receipt of such
93	electronic transfer constitutes delivery to the department as
94	required by law.
95	Section 2.  Subsection (1) of section 285.20, Florida
96	Statutes, is amended to read:
97	285.20  Tribal Secured Transactions Filing Offices.--
98	(1)  If the governing body of the Seminole Tribe of Florida
99	or the governing body of the Miccosukee Tribe of Indians adopts
100	or enacts a law or ordinance governing secured transactions
101	arising within or relating to the reservation of such tribe in
102	this state, and if such tribal law or ordinance authorizes
103	financing statements and other records relating to secured
104	transactions to be filed:
105	(a)  With the Department of State or such other central
106	filing office as may be established from time to time under the
107	Uniform Commercial Code of this state, then the Department of
108	State or other central filing office, including any private
109	secured transaction registry that may be designated as such in
110	this state, shall accept and process such filings made under the
111	tribal secured transactions law in accordance with this section
112	and the provisions of chapter 679; or
113	(b)  With the office of the clerk of circuit court in any
114	county of this state in which the tribal secured transactions
115	law requires a local filing, then such county filing office
116	shall accept and process such filings made under such tribal law
117	in accordance with this section and the provisions of chapter
118	28.
119	Section 3.  Section 671.101, Florida Statutes, is amended
120	to read:
121	671.101  Short title; scope of chapter.--
122	(1)  Chapters 670-680 may be cited as the "Uniform
123	Commercial Code."
124	(2)  This chapter applies to a transaction to the extent
125	that it is governed by another chapter of this code and may be
126	cited as the "Uniform Commercial Code--General Provisions."
127	Section 4.  Section 671.102, Florida Statutes, is amended
128	to read:
129	671.102  Purposes; rules of construction; variation by
130	agreement.--
131	(1)  This code shall be liberally construed and applied to
132	promote its underlying purposes and policies, which.
133	(2)  Underlying purposes and policies of this code are:
134	(a)  To simplify, clarify, and modernize the law governing
135	commercial transactions.;
136	(b)  To permit the continued expansion of commercial
137	practices through custom, usage, and agreement of the parties.;
138	(c)  To make uniform the law among the various
139	jurisdictions.
140	(2)(a)(3)  Except as otherwise provided in this code, the
141	effect of provisions of this code may be varied by agreement.,
142	except as otherwise provided in this code and except that
143	(b)  The obligations of good faith, diligence,
144	reasonableness, and care prescribed by this code may not be
145	disclaimed by agreement, but the parties may by agreement
146	determine the standards by which the performance of such
147	obligations is to be measured if such standards are not
148	manifestly unreasonable. Whenever this code requires an action
149	to be taken within a reasonable time, a time that is not
150	manifestly unreasonable may be fixed by agreement.
151	(c)(4)  The presence in certain provisions of this code of
152	the words "unless otherwise agreed" or words of similar import
153	does not imply that the effect of other provisions may not be
154	varied by agreement under this subsection (3).
155	(3)(5)  In this code, unless the context otherwise
156	requires:
157	(a)  Words in the singular number include the plural, and
158	words in the plural include the singular.;
159	(b)  Gender-specific language includes the other gender and
160	neuter, and when the sense so indicates Words of either the
161	neuter gender also may refer to any other any gender.
162	Section 5.  Subsection (1) of section 671.106, Florida
163	Statutes, is amended to read:
164	671.106  Remedies to be liberally administered.--
165	(1)  The remedies provided by this code must shall be
166	liberally administered to the end that the aggrieved party may
167	be put in as good a position as if the other party had fully
168	performed, but neither consequential or special nor penal
169	damages may be had except as specifically provided in this code
170	or by other rule of law.
171	Section 6.  Section 671.107, Florida Statutes, is amended
172	to read:
173	671.107  Waiver or renunciation of claim or right after
174	breach.--A Any claim or right arising out of an alleged breach
175	can be discharged in whole or in part without consideration by
176	agreement of a written waiver or renunciation signed and
177	delivered by the aggrieved party in an authenticated record.
178	Section 7.  Section 671.201, Florida Statutes, is amended
179	to read:
180	671.201  General definitions.--Unless the context otherwise
181	requires, words or phrases defined in this section, or in the
182	additional definitions contained in other chapters of this code
183	that apply to particular chapters or parts thereof, have the
184	meanings stated. Subject to additional definitions contained in
185	other the subsequent chapters of this code that apply which are
186	applicable to particular specific chapters or parts thereof, and
187	unless the context otherwise requires, in this code:
188	(1)  "Action," in the sense of a judicial proceeding,
189	includes recoupment, counterclaim, setoff, suit in equity, and
190	any other proceedings in which rights are determined.
191	(2)  "Aggrieved party" means a party entitled to pursue
192	resort to a remedy.
193	(3)  "Agreement," as distinguished from "contract," means
194	the bargain of the parties in fact, as found in their language
195	or inferred by implication from other circumstances, including
196	course of dealing, or usage of trade, or course of performance
197	as provided in this code (ss. 671.205 and 672.208). Whether an
198	agreement has legal consequences is determined by the provisions
199	of this code, if applicable; otherwise by the law of contracts
200	(s. 671.103). (Compare "contract.")
201	(4)  "Bank" means a any person engaged in the business of
202	banking and includes a savings bank, a savings and loan
203	association, a credit union, and a trust company.
204	(5)  "Bearer" means a the person in possession of a
205	negotiable an instrument, document of title, or certificated
206	security that is payable to bearer or indorsed in blank.
207	(6)  "Bill of lading" means a document evidencing the
208	receipt of goods for shipment issued by a person engaged in the
209	business of transporting or forwarding goods, and includes an
210	airbill. "Airbill" means a document serving for air
211	transportation as a bill of lading does for marine or rail
212	transportation, and includes an air consignment note or air
213	waybill.
214	(7)  "Branch" includes a separately incorporated foreign
215	branch of a bank.
216	(8)  "Burden of establishing" a fact means the burden of
217	persuading the triers of fact that the existence of the fact is
218	more probable than its nonexistence.
219	(9)  "Buyer in ordinary course of business" means a person
220	who, in ordinary course, buys goods in good faith, without
221	knowledge that the sale violates the rights of another person in
222	the goods, and in the ordinary course from a person, other than
223	a pawnbroker, in the business of selling goods of that kind. A
224	person buys goods in the ordinary course if the sale to the
225	person comports with the usual or customary practices in the
226	kind of business in which the seller is engaged or with the
227	seller's own usual or customary practices. A person who sells
228	oil, gas, or other minerals at the wellhead or minehead is a
229	person in the business of selling goods of that kind. A buyer in
230	the ordinary course of business may buy for cash, by exchange of
231	other property, or on secured or unsecured credit and may
232	acquire goods or documents of title under a preexisting contract
233	for sale. Only a buyer who takes possession of the goods or has
234	a right to recover the goods from the seller under chapter 672
235	may be a buyer in the ordinary course of business. "Buyer in
236	ordinary course of business" does not include a person who
237	acquires goods in a transfer in bulk or as security for or in
238	total or partial satisfaction of a money debt is not a buyer in
239	the ordinary course of business.
240	(10)  A term or clause is "Conspicuous," with reference to
241	a term, means when it is so written, displayed, or presented
242	that a reasonable person against whom it is to operate ought to
243	have noticed it. Whether a term is "conspicuous" is a decision
244	for the court. Conspicuous terms include the following:
245	(a)  A printed heading in capitals in a size equal to or
246	larger than that of the surrounding text or in a (as:
247	NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the
248	body of a form is conspicuous if it is in larger or other
249	contrasting type, font, or color in contrast to the surrounding
250	text of the same or lesser size.
251	(b)  Language in the body of a record or display in type
252	larger than that of the surrounding text; in a type, font, or
253	color in contrast to the surrounding text of the same size; or
254	set off from surrounding text of the same size by symbols or
255	other marks that call attention to the language. But in a
256	telegram any stated term is conspicuous. Whether a term or
257	clause is conspicuous or not is for decision by the court.
258	(11)  "Consumer" means an individual who enters into a
259	transaction primarily for personal, family, or household
260	purposes.
261	(12)(11)  "Contract," as distinguished from "agreement,"
262	means the total legal obligation that which results from the
263	parties' agreement as determined affected by this code and as
264	supplemented by any other applicable laws rules of law. (Compare
265	"agreement.")
266	(13)(12)  "Creditor" includes a general creditor, a secured
267	creditor, a lien creditor, and any representative of creditors,
268	including an assignee for the benefit of creditors, a trustee in
269	bankruptcy, a receiver in equity, and an executor or
270	administrator of an insolvent debtor's or assignor's estate.
271	(14)(13)  "Defendant" includes a person in the position of
272	defendant in a cross-action or counterclaim, cross-claim, or
273	third-party claim.
274	(15)(14)  "Delivery," with respect to an instrument
275	instruments, document documents of title, or chattel paper, or
276	certificated securities means voluntary transfer of possession.
277	(16)(15)  "Document of title" includes bill of lading, dock
278	warrant, dock receipt, warehouse receipt or order for the
279	delivery of goods, and also any other document that which in the
280	regular course of business or financing is treated as adequately
281	evidencing that the person in possession of it is entitled to
282	receive, hold, and dispose of the document and the goods it
283	covers. To be a document of title, a document must purport to be
284	issued by or addressed to a bailee and purport to cover goods in
285	the bailee's possession that which are either identified or are
286	fungible portions of an identified mass.
287	(17)(16)  "Fault" means a default, breach, or wrongful act
288	or, omission or breach.
289	(18)(17)  "Fungible goods" with respect to goods or
290	securities means:
291	(a)  Goods or securities of which any unit is, by nature or
292	usage of trade, is the equivalent of any other like unit; or.
293	(b)  Goods which are not fungible shall be deemed fungible
294	for the purposes of this code to the extent that, by under a
295	particular agreement, or document unlike units are treated as
296	equivalents.
297	(19)(18)  "Genuine" means free of forgery or
298	counterfeiting.
299	(20)(19)  "Good faith," except as otherwise provided in
300	this code, means honesty in fact and in the observance of
301	reasonable commercial standards of fair dealing conduct or
302	transaction concerned.
303	(21)(20)  "Holder," with respect to a negotiable
304	instrument, means:
305	(a)  The person in possession of a negotiable if the
306	instrument that is payable either to bearer or, in the case of
307	an instrument payable to an identified person that is, if the
308	identified person is in possession; or. "Holder," with respect
309	to a document of title, means
310	(b)  The person in possession of a document of title if the
311	goods are deliverable either to bearer or to the order of the
312	person in possession.
313	(21)  To "honor" is to pay or to accept and pay, or where a
314	credit so engages to purchase or discount a draft complying with
315	the terms of the credit.
316	(22)  "Insolvency proceeding proceedings" includes an any
317	assignment for the benefit of creditors or other proceeding
318	proceedings intended to liquidate or rehabilitate the estate of
319	the person involved.
320	(23)  A person is "Insolvent" means:
321	(a)  Having who either has ceased to pay his or her debts
322	in the ordinary course of business other than as a result of a
323	bona fide dispute;
324	(b)  Being unable to or cannot pay his or her debts as they
325	become due; or
326	(c)  Being is insolvent within the meaning of the Federal
327	Bankruptcy Law.
328	(24)  "Money" means a medium of exchange currently
329	authorized or adopted by a domestic or foreign government. The
330	term and includes a monetary unit of account established by an
331	intergovernmental organization or by agreement between two or
332	more countries nations.
333	(25)  A person has "notice" of a fact when
334	(a)  He or she has actual knowledge of it; or
335	(b)  He or she has received a notice or notification of it;
336	or
337	(c)  From all the facts and circumstances known to the
338	person at the time in question he or she has reason to know that
339	it exists.
340
341	A person "knows" or has "knowledge" of a fact when he or she has
342	actual knowledge of it. "Discover" or "learn" or a word or
343	phrase of similar import refers to knowledge rather than to
344	reason to know. The time and circumstances under which a notice
345	or notification may cease to be effective are not determined by
346	this code.
347	(26)  A person "notifies" or "gives" a notice or
348	notification to another by taking such steps as may be
349	reasonably required to inform the other in ordinary course
350	whether or not such other actually comes to know of it. A person
351	"receives" a notice or notification when
352	(a)  It comes to his or her attention; or
353	(b)  It is duly delivered at the place of business through
354	which the contract was made or at any other place held out by
355	the person as the place for receipt of such communications.
356	(27)  Notice, knowledge or a notice or notification
357	received by an organization is effective for a particular
358	transaction from the time when it is brought to the attention of
359	the individual conducting that transaction, and in any event
360	from the time when it would have been brought to his or her
361	attention if the organization had exercised due diligence. An
362	organization exercises due diligence if it maintains reasonable
363	routines for communicating significant information to the person
364	conducting the transaction and there is reasonable compliance
365	with the routines. Due diligence does not require an individual
366	acting for the organization to communicate information unless
367	such communication is part of his or her regular duties or
368	unless the individual has reason to know of the transaction and
369	that the transaction would be materially affected by the
370	information.
371	(25)(28)  "Organization" means a person other than an
372	individual includes a corporation, government or governmental
373	subdivision or agency, business trust, estate, trust,
374	partnership or association, two or more persons having a joint
375	or common interest, or any other legal or commercial entity.
376	(26)(29)  "Party," as distinguished distinct from "third
377	party," means a person who has engaged in a transaction or made
378	an agreement subject to within this code.
379	(27)(30)  "Person" means includes an individual,
380	corporation, business trust, estate, trust, partnership, limited
381	liability company, association, joint venture, government,
382	governmental subdivision, agency, or instrumentality, public
383	corporation, or any other legal or commercial entity or an
384	organization (see s. 671.102).
385	(28)  "Present value" means the amount as of a date certain
386	of one or more sums payable in the future, discounted to the
387	date certain by use of either an interest rate specified by the
388	parties if that rate is not manifestly unreasonable at the time
389	the transaction is entered into or, if an interest rate is not
390	so specified, a commercially reasonable rate that takes into
391	account the facts and circumstances at the time the transaction
392	is entered into.
393	(31)  "Presumption" or "presumed" means that the trier of
394	fact must find the existence of the fact presumed unless and
395	until evidence is introduced which would support a finding of
396	its nonexistence.
397	(29)(32)  "Purchase" means includes taking by sale, lease,
398	discount, negotiation, mortgage, pledge, lien, security
399	interest, issue or reissue, gift, or any other voluntary
400	transaction creating an interest in property.
401	(30)(33)  "Purchaser" means a person who takes by purchase.
402	(31)  "Record" means information that is inscribed on a
403	tangible medium or that is stored in an electronic or other
404	medium and is retrievable in perceivable form.
405	(32)(34)  "Remedy" means any remedial right to which an
406	aggrieved party is entitled with or without resort to a
407	tribunal.
408	(33)(35)  "Representative" means a person empowered to act
409	for another, including includes an agent, an officer of a
410	corporation or association, and a trustee, executor, or
411	administrator of an estate, or any other person empowered to act
412	for another.
413	(34)(36)  "Right Rights" includes remedy remedies.
414	(35)(37)  "Security interest" means an interest in personal
415	property or fixtures which secures payment or performance of an
416	obligation. "Security interest" The term also includes any
417	interest of a consignor and a buyer of accounts, chattel paper,
418	a payment intangible, or a promissory note in a transaction that
419	which is subject to chapter 679. "Security interest" does not
420	include the special property interest of a buyer of goods on
421	identification of those goods to a contract for sale under s.
422	672.401 is not a security interest, but a buyer may also acquire
423	a security interest by complying with chapter 679. Except as
424	otherwise provided in s. 672.505, the right of a seller or
425	lessor of goods under chapter 672 or chapter 680 to retain or
426	acquire possession of the goods is not a security interest, but
427	a seller or lessor may also acquire a security interest by
428	complying with chapter 679. The retention or reservation of
429	title by a seller of goods, notwithstanding shipment or delivery
430	to the buyer under (s. 672.401), is limited in effect to a
431	reservation of a security interest. Whether a transaction in the
432	form of a lease creates a lease or security interest is
433	determined by the facts of each case; however:
434	(a)  A transaction in the form of a lease creates a
435	security interest if the consideration that the lessee is to pay
436	the lessor for the right to possession and use of the goods is
437	an obligation for the term of the lease not subject to
438	termination by the lessee, and:;
439	1.  The original term of the lease is equal to or greater
440	than the remaining economic life of the goods;
441	2.  The lessee is bound to renew the lease for the
442	remaining economic life of the goods or is bound to become the
443	owner of the goods;
444	3.  The lessee has an option to renew the lease for the
445	remaining economic life of the goods for no additional
446	consideration or nominal additional consideration upon
447	compliance with the lease agreement; or
448	4.  The lessee has an option to become the owner of the
449	goods for no additional consideration or nominal additional
450	consideration upon compliance with the lease agreement.
451	(b)  A transaction does not create a security interest
452	merely because it provides that:
453	1.  The present value of the consideration the lessee is
454	obligated to pay the lessor for the right to possession and use
455	of the goods is substantially equal to or is greater than the
456	fair market value of the goods at the time the lease is entered
457	into;
458	2.  The lessee assumes the risk of loss of the goods or
459	agrees to pay taxes; insurance; filing, recording, or
460	registration fees; or service or maintenance costs with respect
461	to the goods;
462	3.  The lessee agrees to pay, with respect to the goods,
463	taxes; insurance; filing, recording, or registration fees; or
464	service or maintenance costs;
465	4.3.  The lessee has an option to renew the lease or to
466	become the owner of the goods;
467	5.4.  The lessee has an option to renew the lease for a
468	fixed rent that is equal to or greater than the reasonably
469	predictable fair market rent for the use of the goods for the
470	term of the renewal at the time the option is to be performed;
471	or
472	6.5.  The lessee has an option to become the owner of the
473	goods for a fixed price that is equal to or greater than the
474	reasonably predictable fair market value of the goods at the
475	time the option is to be performed.
476	(c)  For purposes of this subsection:
477	1.  Additional consideration is not nominal if it is less
478	than the lessee's reasonably predictable cost of performing
479	under the lease agreement if the option is not exercised.
480	Additional consideration is not nominal if:,
481	1.  When the option to renew the lease is granted to the
482	lessee, the rent is stated to be the fair market rent for the
483	use of the goods for the term of the renewal determined at the
484	time the option is to be performed; or if,
485	2.  When the option to become the owner of the goods is
486	granted to the lessee, the price is stated to be the fair market
487	value of the goods determined at the time the option is to be
488	performed. Additional consideration is nominal if it is less
489	than the lessee's reasonably predictable cost of performing
490	under the lease agreement if the option is not exercised.
491	(d)2.  The "Reasonably predictable" and "remaining economic
492	life of the goods" and "reasonably predictable" fair market
493	rent, fair market value, or cost of performing under the lease
494	agreement must are to be determined with reference to the facts
495	and circumstances at the time the transaction is entered into.
496	3.  "Present value" means the amount as of a date certain
497	of one or more sums payable in the future, discounted to the
498	date certain. The discount is determined by the interest rate
499	specified by the parties if the rate is not manifestly
500	unreasonable at the time the transaction is entered into;
501	otherwise, the discount is determined by a commercially
502	reasonable rate that takes into account the facts and
503	circumstances of each case at the time the transaction was
504	entered into.
505	(36)(38)  "Send," in connection with a any writing, record,
506	or notice, means:
507	(a)  To deposit in the mail or deliver for transmission by
508	any other usual means of communication with postage or cost of
509	transmission provided for and properly addressed and, in the
510	case of an instrument, to an address specified thereon or
511	otherwise agreed, or, if there be none, to any address
512	reasonable under the circumstances; or.
513	(b)  In any other way to cause to be received The receipt
514	of any record writing or notice within the time at which it
515	would have arrived if properly sent has the effect of a proper
516	sending.
517	(37)(39)  "Signed" means bearing includes any symbol
518	executed or adopted by a party with present intention to adopt
519	or accept authenticate a writing.
520	(38)  "State" means a state of the United States, the
521	District of Columbia, Puerto Rico, the United States Virgin
522	Islands, or any territory or insular possession subject to the
523	jurisdiction of the United States.
524	(39)(40)  "Surety" includes a guarantor or other secondary
525	obligor.
526	(41)  "Telegram" includes a message transmitted by radio,
527	teletype, cable, any mechanical method of transmission, or the
528	like.
529	(40)(42)  "Term" means a that portion of an agreement that
530	which relates to a particular matter.
531	(41)(43)  "Unauthorized" signature" means a signature one
532	made without actual, implied, or apparent authority. The term
533	and includes a forgery.
534	(44)  "Value." Except as otherwise provided with respect to
535	negotiable instruments and bank collections (ss. 673.3031,
536	674.2101, and 674.2111), a person gives value for rights if he
537	or she acquires them:
538	(a)  In return for a binding commitment to extend credit or
539	for the extension of immediately available credit whether or not
540	drawn upon and whether or not a charge-back is provided for in
541	the event of difficulties in collection;
542	(b)  As security for or in total or partial satisfaction of
543	a preexisting claim;
544	(c)  By accepting delivery pursuant to a preexisting
545	contract for purchase; or
546	(d)  Generally, in return for any consideration sufficient
547	to support a simple contract.
548	(42)(45)  "Warehouse receipt" means a written receipt or an
549	electronic notification of receipt issued by a person engaged in
550	the business of storing goods for hire.
551	(43)(46)  "Written" or "Writing" includes printing,
552	typewriting, or any other intentional reduction to tangible
553	form. "Written" has a corresponding meaning.
554	Section 8.  Section 671.202, Florida Statutes, is amended
555	to read:
556	671.202  Prima facie evidence by third-party documents.--A
557	document in due form purporting to be a bill of lading, policy
558	or certificate of insurance, official weigher's or inspector's
559	certificate, consular invoice, or any other document authorized
560	or required by the contract to be issued by a third party is
561	shall be prima facie evidence of its own authenticity and
562	genuineness and of the facts stated in the document by the third
563	party.
564	Section 9.  Section 671.203, Florida Statutes, is amended
565	to read:
566	671.203  Obligation of good faith.--Every contract or duty
567	within this code imposes an obligation of good faith in its
568	performance and or enforcement.
569	Section 10.  Section 671.204, Florida Statutes, is amended
570	to read:
571	671.204  Actions taken within Time; reasonable time;
572	"seasonably."--
573	(1)  Whether a time for taking an action required by
574	Whenever this code is requires any action to be taken within a
575	reasonable time, any time which is not manifestly unreasonable
576	may be fixed by agreement.
577	(2)  What is a reasonable time for taking any action
578	depends on the nature, purpose, and circumstances of the such
579	action.
580	(2)(3)  An action is taken "seasonably" if when it is taken
581	at or within the time agreed or, if no time is agreed, at or
582	within a reasonable time.
583	Section 11.  Section 671.205, Florida Statutes, is amended
584	to read:
585	671.205  Course of performance; course of dealing; and
586	usage of trade.--
587	(1)  A "course of performance" is a sequence of conduct
588	between the parties to a particular transaction that exists if:
589	(a)  The agreement of the parties with respect to the
590	transaction involves repeated occasions for performance by a
591	party; and
592	(b)  The other party, with knowledge of the nature of the
593	performance and opportunity for objection to it, accepts the
594	performance or acquiesces in it without objection.
595	(2)(1)  A "course of dealing" is a sequence of previous
596	conduct concerning previous transactions between the parties to
597	a particular transaction that which is fairly to be regarded as
598	establishing a common basis of understanding for interpreting
599	their expressions and other conduct.
600	(3)(2)  A "usage of trade" is any practice or method of
601	dealing having such regularity of observance in a place,
602	vocation, or trade as to justify an expectation that it will be
603	observed with respect to the transaction in question. The
604	existence and scope of such a usage are to be proved as facts.
605	If it is established that such a usage is embodied in a written
606	trade code or similar record, writing the interpretation of the
607	record writing is a question of law for the court.
608	(4)(3)  A course of performance or a course of dealing
609	between the parties or and any usage of trade in the vocation or
610	trade in which they are engaged or of which they are or should
611	be aware is relevant in ascertaining the give particular meaning
612	of the parties' to and supplement or qualify terms of an
613	agreement, may give particular meaning to specific terms of the
614	agreement, and may supplement or qualify the terms of the
615	agreement. A usage of trade applicable in the place in which
616	part of the performance under the agreement is to occur may be
617	so utilized as to that part of the performance.
618	(5)(4)  Except as otherwise provided in subsection (6), the
619	express terms of an agreement and any an applicable course of
620	performance, course of dealing, or usage of trade must shall be
621	construed whenever wherever reasonable as consistent with each
622	other. If; but when such a construction is unreasonable:
623	(a)  Express terms prevail over control both course of
624	performance, course of dealing, and usage of trade;
625	(b)  Course of performance prevails over course of dealing
626	and usage of trade; and
627	(c)  Course of dealing prevails over controls usage of
628	trade.
629	(6)  A course of performance is relevant to show a waiver
630	or modification of any term inconsistent with the course of
631	performance.
632	(5)  An applicable usage of trade in the place where any
633	part of performance is to occur shall be used in interpreting
634	the agreement as to that part of the performance.
635	(7)(6)  Evidence of a relevant usage of trade offered by
636	one party is not admissible unless that party and until he or
637	she has given the other party such notice that as the court
638	finds sufficient to prevent unfair surprise to the other party
639	latter.
640	Section 12.  Section 671.206, Florida Statutes, is
641	repealed.
642	Section 13.  Section 671.208, Florida Statutes, is amended
643	to read:
644	671.208  Option to accelerate at will.--A term providing
645	that one party or the party's successor in interest may
646	accelerate payment or performance or require collateral or
647	additional collateral "at will" or "when she or he deems herself
648	or himself insecure" or in words of similar import must shall be
649	construed to mean that she or he has shall have power to do so
650	only if she or he in good faith believes that the prospect of
651	payment or performance is impaired. The burden of establishing
652	lack of good faith is on the party against whom the power has
653	been exercised.
654	Section 14.  Section 671.209, Florida Statutes, is created
655	to read:
656	671.209  Notice; knowledge.--
657	(1)  Subject to subsection (6), a person has "notice" of a
658	fact if the person:
659	(a)  Has actual knowledge of it;
660	(b)  Has received a notice or notification of it; or
661	(c)  From all the facts and circumstances known to the
662	person at the time in question, has reason to know that it
663	exists.
664	(2)  "Knowledge" means actual knowledge. "Knows" has a
665	corresponding meaning.
666	(3)  "Discover," "learn," or words of similar import refer
667	to knowledge rather than to reason to know.
668	(4)  A person "notifies" or "gives a notice or notification
669	to" another person by taking such steps as may be reasonably
670	required to inform the other person in ordinary course,
671	regardless of whether the other person actually comes to know of
672	it.
673	(5)  Subject to subsection (6), a person "receives" a
674	notice or notification when:
675	(a)  It comes to that person's attention; or
676	(b)  It is duly delivered in a form reasonable under the
677	circumstances at the place of business through which the
678	contract was made or at another location held out by that person
679	as the place for receipt of such communications.
680	(6)  Notice, knowledge, or a notice or notification
681	received by an organization is effective for a particular
682	transaction from the time it is brought to the attention of the
683	person conducting that transaction and, in any event, from the
684	time it would have been brought to the person's attention if the
685	organization had exercised due diligence. An organization
686	exercises due diligence if it maintains reasonable routines for
687	communicating significant information to the person conducting
688	the transaction and there is reasonable compliance with the
689	routines. Due diligence does not require an individual acting
690	for the organization to communicate information unless the
691	communication is part of the individual's regular duties or the
692	individual has reason to know of the transaction and that the
693	transaction would be materially affected by the information.
694	Section 15.  Section 671.210, Florida Statutes, is created
695	to read:
696	671.210  Presumptions.--Whenever this code creates a
697	"presumption" with respect to a fact or provides that a fact is
698	"presumed," the trier of fact must find the existence of the
699	fact presumed unless and until evidence is introduced that
700	supports a finding of its nonexistence.
701	Section 16.  Section 671.211, Florida Statutes, is created
702	to read:
703	671.211  Value.--Except as otherwise provided with respect
704	to negotiable instruments and bank collections as provided in
705	ss. 673.3031, 674.2101, and 674.2111, a person gives value for
706	rights if the person acquires them:
707	(1)  In return for a binding commitment to extend credit or
708	for the extension of immediately available credit whether or not
709	drawn upon and whether or not a charge-back is provided for in
710	the event of difficulties in collection;
711	(2)  As security for, or in total or partial satisfaction
712	of, a preexisting claim;
713	(3)  By accepting delivery under a preexisting contract for
714	purchase; or
715	(4)  In return for any consideration sufficient to support
716	a simple contract.
717	Section 17.  Section 671.212, Florida Statutes, is created
718	to read:
719	671.212  Relation to Electronic Signatures in Global and
720	National Commerce Act.--This code modifies, limits, and
721	supersedes the federal Electronic Signatures in Global and
722	National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that
723	nothing in this code modifies, limits, or supersedes s. 7001(c)
724	of that act or authorizes electronic delivery of any of the
725	notices described in s. 7003(b) of that act.
726	Section 18.  Section 671.213, Florida Statutes, is created
727	to read:
728	671.213  Subordinated obligations.--An obligation may be
729	issued as subordinated to performance of another obligation of
730	the person obligated, or a creditor may subordinate its right to
731	performance of an obligation by agreement with either the person
732	obligated or another creditor of the person obligated.
733	Subordination does not create a security interest as against
734	either the common debtor or a subordinated creditor.
735	Section 19.  Subsection (1) of section 671.301, Florida
736	Statutes, is amended to read:
737	671.301  Effective date; provision for transition;
738	preservation of old transition provision.--
739	(1)  This act shall take effect at 12:01 a.m. on January 1,
740	2007 1980.
741	Section 20.  Subsection (2) of section 679.5011, Florida
742	Statutes, is amended, and subsection (3) is added to that
743	section, to read:
744	679.5011  Filing office.--
745	(2)  The office in which to file a financing statement to
746	perfect a security interest in collateral, including fixtures,
747	of a transmitting utility is the Office of the Secretary of
748	State, or the filing office authorized by s. 679.527 to accept
749	filings for the Florida Secured Transaction Registry. The
750	financing statement also constitutes a fixture filing as to the
751	collateral indicated in the financing statement which is or is
752	to become fixtures.
753	(3)  The Florida Secured Transaction Registry may certify a
754	copy of a financing statement, or an amendment thereto, which
755	shall be admissible in a state or federal court or in a
756	proceeding before any other tribunal.
757	Section 21.  Section 679.525, Florida Statutes, is amended
758	to read:
759	679.525  Processing fees.--
760	(1)  Except as otherwise provided in subsection (3), the
761	nonrefundable processing fee for filing and indexing a record
762	under this part, other than an initial financing statement of
763	the kind described in s. 679.5021(3), is:
764	(a)  For filing an initial financing statement, $15 $25 for
765	the first page, which shall include the cost of filing a
766	termination statement for the financing statement;
767	(b)  For filing an amendment, $8 $12 for the first page;
768	(c)  For indexing by additional debtor, secured party, or
769	assignee, $2 $3 per additional name indexed;
770	(d)  For use of a nonapproved form, $3 $5;
771	(e)  For each additional page attached to a record, $2 $3;
772	(f)  For filing a financing statement communicated by an
773	electronic filing process authorized by the filing office, $15
774	with no additional fees for multiple names or attached pages;
775	(g)  For filing an amendment communicated by an electronic
776	filing process authorized by the filing office, $3 $5 with no
777	additional fees for multiple names or attached pages;
778	(h)  For a certified copy of a financing statement and any
779	and all associated amendments, $15 $30; and
780	(i)  For a photocopy of a filed record, $1 per page.
781	(2)  Except as otherwise provided in subsection (3), the
782	fee for filing and indexing an initial financing statement of
783	the kind described in s. 679.5021(3) is the amount specified in
784	chapter 28.
785	(3)  This section does not require a fee with respect to a
786	mortgage that is effective as a financing statement filed as a
787	fixture filing or as a financing statement covering as-extracted
788	collateral or timber to be cut under s. 679.5021(3). However,
789	the recording and satisfaction fees that otherwise would be
790	applicable to the mortgage apply.
791	(4)  The Florida Secured Transaction Registry shall use the
792	fees collected to fund its operations.
793	Section 22.  Section 679.527, Florida Statutes, is amended
794	to read:
795	679.527  Florida Secured Transaction Registry.--
796	(1)  As used in this section, the term:
797	(a)  The "Florida Secured Transaction Registry" or
798	"registry" means the centralized database in which all initial
799	financing statements, amendments, assignments, and other
800	statements of change authorized to be filed under this chapter
801	are filed, maintained, and retrieved. The term does not apply to
802	documents that are filed under this chapter with the clerk of a
803	circuit court.
804	(b)  "Department" means the Department of State.
805	(c)  "Materials and records" includes, but is not limited
806	to databases, source or object codes, and any software relating
807	to the Florida Secured Transaction Registry or other filing
808	system for centralized filing under this chapter, regardless of
809	the original source of its creation or maintenance.
810	(2)  Under chapter 287, The department shall have has the
811	authority to determine, and select, and appoint the central
812	filing office for the secured transaction registry. There shall
813	only be one central filing office and filing officer appointed
814	by the department at any one time. Any current appointment or
815	renewal of appointment in existence on the effective date of
816	this act shall continue until the expiration of such appointment
817	or renewal of appointment the most qualified respondents to the
818	request for qualifications and to negotiate and enter into one
819	or more contracts as provided in this section. The contract may
820	not be assignable or otherwise transferable without the express
821	written consent of the department, notwithstanding any
822	limitations imposed by s. 679.4061 or s. 679.4081.
823	(3)  The department shall perform the duties, as filing
824	officer and filing office under this chapter, for the Florida
825	Secured Transaction Registry until October 1, 2001, or until the
826	effective date of a contract executed by the department to
827	administer and operate the registry for the performance of these
828	duties, whichever occurs later. At that time, the department
829	shall cease serving as the designated filing officer and filing
830	office for the registry under this chapter, and thereafter,
831	except to the extent the department may reclaim those duties as
832	provided below, the department shall not be responsible for the
833	performance of the duties of the filing office or officer under
834	this chapter, including determining whether documents tendered
835	for filing under this chapter satisfy the requirements of law.
836	The department shall retain authority under this chapter to
837	approve the forms required to be filed under this chapter. If
838	authorized by the contract with the department, the entity
839	performing the duties of the filing office may certify a copy of
840	a financing statement, or an amendment thereto, which shall be
841	admissible in a state or federal court or in a proceeding before
842	any other tribunal.
843	(4)  Notwithstanding the terms and conditions of any
844	contract to perform the administrative and operational functions
845	of the filing office or filing officer under this part for the
846	Florida Secured Transaction Registry, the department and the
847	state shall retain sole and exclusive ownership of the materials
848	and records of the registry, shall have the right to inspect and
849	make copies of the materials and records of the registry, and
850	shall have the right to immediately reclaim and take possession
851	and control of the original materials and records of the
852	registry if any entity under contract with the department to
853	administer and operate the registry does not, or cannot, perform
854	the terms and conditions of the contract for any reason or
855	commences or is adjudicated a debtor in an insolvency
856	proceeding. If the department reclaims control of the materials
857	and records of the registry, the department shall provide for
858	the uninterrupted fulfillment of the duties of the filing office
859	and filing officer under this chapter by administration and
860	operation by the department until a subsequent contract for such
861	duties can be executed. The department shall be entitled to
862	injunctive relief if the entity fails to turn over the materials
863	and records upon demand, and the Circuit Court for Leon County,
864	Florida, shall have exclusive original jurisdiction to
865	adjudicate any disputes pertaining to this section or any
866	contract entered into under this section.
867	(3)(5)  When appointing the registry, the department shall
868	require that the central filing office: The Department of State
869	shall immediately develop and issue a Request for Qualifications
870	seeking capable entities to perform both the duties currently
871	being performed by the department as a filing officer and filing
872	office under this chapter.
873	(a)  The qualifications shall, at a minimum, Provide for
874	the organization and maintenance of the Florida Secured
875	Transaction Registry as the centralized Uniform Commercial Code
876	filing and retrieval system, which:
877	1.  Is comparable and compatible with the department's
878	existing filing system.
879	(b)2.  Be Is open to the public and accessible through the
880	Internet, to permit the review of all existing filings of the
881	department and all future filings in the registry, in compliance
882	with chapter 119.
883	3.  Provides for oversight and compliance audits by the
884	department.
885	4.  Requires records maintenance in compliance with this
886	chapter and chapter 119.
887	5.  Maintains the current level of filing fees and
888	procedures for the deposit of revenues with the department as
889	specified in chapter 15, net of operating costs, for a period of
890	5 years.
891	(b)  The Department of State shall develop performance
892	standards to ensure that the Florida Secured Transaction
893	Registry is accurate and complete and that the users thereof are
894	being well-served. Periodically, the department shall verify
895	that these performance standards are being met or modified as
896	may be needed from time to time.
897	(4)  The central filing office shall be a private
898	nongovernmental entity and shall not be subject to the
899	provisions of law that apply to government operations.
900	Section 23.  Subsection (3) of section 679.705, Florida
901	Statutes, is amended to read:
902	679.705  Effectiveness of action taken before effective
903	date.--
904	(3)  This act does not render ineffective an effective
905	financing statement that, before this act takes effect, is filed
906	and satisfies the applicable requirements for perfection under
907	the law of the jurisdiction governing perfection as provided in
908	s. 679.103, Florida Statutes 2000. However, except as otherwise
909	provided in subsections (4) and (5) and s. 679.706, the
910	financing statement ceases to be effective at the earlier of:
911	(a)  The time the financing statement would have ceased to
912	be effective under the law of the jurisdiction in which it is
913	filed; or
914	(b)  December 31 June 30, 2006.
915	Section 24.  Sections 15.091, 679.521, and 679.526, Florida
916	Statutes, are repealed.
917	Section 25.  Subsection (2) and paragraph (b) of subsection
918	(3) of section 319.27, Florida Statutes, are amended to read:
919	319.27  Notice of lien on motor vehicles or mobile homes;
920	notation on certificate; recording of lien.--
921	(2)  No lien for purchase money or as security for a debt
922	in the form of a security agreement, retain title contract,
923	conditional bill of sale, chattel mortgage, or other similar
924	instrument or any other nonpossessory lien, including a lien for
925	child support, upon a motor vehicle or mobile home upon which a
926	Florida certificate of title has been issued shall be
927	enforceable in any of the courts of this state against creditors
928	or subsequent purchasers for a valuable consideration and
929	without notice, unless a sworn notice of such lien has been
930	filed in the department and such lien has been noted upon the
931	certificate of title of the motor vehicle or mobile home. Such
932	notice shall be effective as constructive notice when filed. The
933	interest of a statutory nonpossessory lienor; the interest of a
934	nonpossessory execution, attachment, or equitable lienor; or the
935	interest of a lien creditor as defined in s.
936	679.1021(1)(yy)(zz), if nonpossessory, shall not be enforceable
937	against creditors or subsequent purchasers for a valuable
938	consideration unless such interest becomes a possessory lien or
939	is noted upon the certificate of title for the subject motor
940	vehicle or mobile home prior to the occurrence of the subsequent
941	transaction. Provided the provisions of this subsection relating
942	to a nonpossessory statutory lienor; a nonpossessory execution,
943	attachment, or equitable lienor; or the interest of a lien
944	creditor as defined in s. 679.1021(1)(yy)(zz) shall not apply to
945	liens validly perfected prior to October 1, 1988. The notice of
946	lien shall provide the following information:
947	(a)  The date of the lien if a security agreement, retain
948	title contract, conditional bill of sale, chattel mortgage, or
949	other similar instrument was executed prior to the filing of the
950	notice of lien;
951	(b)  The name and address of the registered owner;
952	(c)  A description of the motor vehicle or mobile home,
953	showing the make, type, and vehicle identification number; and
954	(d)  The name and address of the lienholder.
955	(3)
956	(b)  As applied to a determination of the respective rights
957	of a secured party under this chapter and a lien creditor as
958	defined by s. 679.1021(1)(yy)(zz), or a nonpossessory statutory
959	lienor, a security interest under this chapter shall be
960	perfected upon the filing of the notice of lien with the
961	department, the county tax collector, or their agents. Provided,
962	however, the date of perfection of a security interest of such
963	secured party shall be the same date as the execution of the
964	security agreement or other similar instrument if the notice of
965	lien is filed in accordance with this subsection within 15 days
966	after the debtor receives possession of the motor vehicle or
967	mobile home and executes such security agreement or other
968	similar instrument. The date of filing of the notice of lien
969	shall be the date of its receipt by the department central
970	office in Tallahassee, if first filed there, or otherwise by the
971	office of the county tax collector, or their agents.
972	Section 26.  Paragraph (f) of subsection (2) of section
973	559.9232, Florida Statutes, is amended to read:
974	559.9232  Definitions; exclusion of rental-purchase
975	agreements from certain regulations.--
976	(2)  A rental-purchase agreement that complies with this
977	act shall not be construed to be, nor be governed by, any of the
978	following:
979	(f)  A security interest as defined in s. 671.201(35)(37).
980	Section 27.  Paragraph (g) of subsection (2) of section
981	563.022, Florida Statutes, is amended to read:
982	563.022  Relations between beer distributors and
983	manufacturers.--
984	(2)  DEFINITIONS.--In construing this section, unless the
985	context otherwise requires, the word, phrase, or term:
986	(g)  "Good faith" means honesty in fact in the conduct or
987	transaction concerned as defined and interpreted under s.
988	671.201(20)(19).
989	Section 28.  Paragraph (b) of subsection (3) and paragraph
990	(d) of subsection (16) of section 668.50, Florida Statutes, are
991	amended to read:
992	668.50  Uniform Electronic Transaction Act.--
993	(3)  SCOPE.--
994	(b)  This section does not apply to a transaction to the
995	extent the transaction is governed by:
996	1.  A provision of law governing the creation and execution
997	of wills, codicils, or testamentary trusts;
998	2.  The Uniform Commercial Code other than s. ss. 671.107
999	and 671.206 and chapters 672 and 680;
1000	3.  The Uniform Computer Information Transactions Act; or
1001	4.  Rules relating to judicial procedure.
1002	(16)  TRANSFERABLE RECORDS.--
1003	(d)  Except as otherwise agreed, a person having control of
1004	a transferable record is the holder, as defined in s.
1005	671.201(21)(20), of the transferable record and has the same
1006	rights and defenses as a holder of an equivalent record or
1007	writing under the Uniform Commercial Code, including, if the
1008	applicable statutory requirements under s. 673.3021, s. 677.501,
1009	or s. 679.308 are satisfied, the rights and defenses of a holder
1010	in due course, a holder to which a negotiable document of title
1011	has been duly negotiated, or a purchaser, respectively.
1012	Delivery, possession, and indorsement are not required to obtain
1013	or exercise any of the rights under this paragraph.
1014	Section 29.  Subsection (1) of section 670.106, Florida
1015	Statutes, is amended to read:
1016	670.106  Time payment order is received.--
1017	(1)  The time of receipt of a payment order or
1018	communication canceling or amending a payment order is
1019	determined by the rules applicable to receipt of a notice stated
1020	in s. 671.209 671.201(27). A receiving bank may fix a cut-off
1021	time or times on a funds-transfer business day for the receipt
1022	and processing of payment orders and communications canceling or
1023	amending payment orders. Different cut-off times may apply to
1024	payment orders, cancellations, or amendments or to different
1025	categories of payment orders, cancellations, or amendments. A
1026	cut-off time may apply to senders generally, or different cut-
1027	off times may apply to different senders or categories of
1028	payment orders. If a payment order or communication canceling or
1029	amending a payment order is received after the close of a funds-
1030	transfer business day or after the appropriate cut-off time on a
1031	funds-transfer business day, the receiving bank may treat the
1032	payment order or communication as received at the opening of the
1033	next funds-transfer business day.
1034	Section 30.  Subsection (2) of section 670.204, Florida
1035	Statutes, is amended to read:
1036	670.204  Refund of payment and duty of customer to report
1037	with respect to unauthorized payment order.--
1038	(2)  Reasonable time under subsection (1) may be fixed by
1039	agreement as stated in s. 671.204(1), but the obligation of a
1040	receiving bank to refund payment as stated in subsection (1) may
1041	not otherwise be varied by agreement.
1042	Section 31.  Subsection (3) of section 675.102, Florida
1043	Statutes, is amended to read:
1044	675.102  Scope.--
1045	(3)  With the exception of this subsection, subsections (1)
1046	and (4), ss. 675.103(1)(i) and (j), 675.106(4), and 675.114(4),
1047	and except to the extent prohibited in ss. 671.102(2)(3) and
1048	675.117(4), the effect of this chapter may be varied by
1049	agreement or by a provision stated or incorporated by reference
1050	in an undertaking. A term in an agreement or undertaking
1051	generally excusing liability or generally limiting remedies for
1052	failure to perform obligations is not sufficient to vary
1053	obligations prescribed by this chapter.
1054	Section 32.  Paragraphs (mm) through (aaaa) of subsection
1055	(1) of section 679.1021, Florida Statutes, are redesignated as
1056	paragraphs (ll) through (zzz), respectively, and present
1057	paragraph (ll) of that subsection is amended to read:
1058	679.1021  Definitions and index of definitions.--
1059	(1)  In this chapter, the term:
1060	(ll)  "Filing-office rule" means a rule adopted pursuant to
1061	s. 679.526.
1062	Section 33.  Paragraphs (h), (j), (l), and (m) of
1063	subsection (3) of section 680.1031, Florida Statutes, are
1064	amended to read:
1065	680.1031  Definitions and index of definitions.--
1066	(3)  The following definitions in other chapters of this
1067	code apply to this chapter:
1068	(h)  "General intangible," s. 679.1021(1)(oo)(pp).
1069	(j)  "Instrument," s. 679.1021(1)(tt)(uu).
1070	(l)  "Mortgage," s. 679.1021(1)(bbb)(ccc).
1071	(m)  "Pursuant to a commitment," s. 679.1021(1)(nnn)(ooo).
1072	Section 34.  Subsection (2) of section 680.518, Florida
1073	Statutes, is amended to read:
1074	680.518  Cover; substitute goods.--
1075	(2)  Except as otherwise provided with respect to damages
1076	liquidated in the lease agreement (s. 680.504) or otherwise
1077	determined pursuant to agreement of the parties (ss.
1078	671.102(2)(3) and 680.503), if a lessee's cover is by lease
1079	agreement substantially similar to the original lease agreement
1080	and the new lease agreement is made in good faith and in a
1081	commercially reasonable manner, the lessee may recover from the
1082	lessor as damages:
1083	(a)  The present value, as of the date of the commencement
1084	of the term of the new lease agreement, of the rent under the
1085	new lease agreement and applicable to that period of the new
1086	lease term which is comparable to the then remaining term of the
1087	original lease agreement minus the present value as of the same
1088	date of the total rent for the then remaining lease term of the
1089	original lease agreement; and
1090	(b)  Any incidental or consequential damages, less expenses
1091	saved in consequence of the lessor's default.
1092	Section 35.  Subsection (1) of section 680.519, Florida
1093	Statutes, is amended to read:
1094	680.519  Lessee's damages for nondelivery, repudiation,
1095	default, or breach of warranty in regard to accepted goods.--
1096	(1)  Except as otherwise provided with respect to damages
1097	liquidated in the lease agreement (s. 680.504) or otherwise
1098	determined pursuant to agreement of the parties (ss.
1099	671.102(2)(3) and 680.503), if a lessee elects not to cover or a
1100	lessee elects to cover and the cover is by lease agreement,
1101	whether or not the lease agreement qualifies for treatment under
1102	s. 680.518(2), or is by purchase or otherwise, the measure of
1103	damages for nondelivery or repudiation by the lessor or for
1104	rejection or revocation of acceptance by the lessee is the
1105	present value, as of the date of the default, of the then market
1106	rent minus the present value as of the same date of the original
1107	rent, computed for the remaining lease term of the original
1108	lease agreement, together with incidental and consequential
1109	damages, less expenses saved in consequence of the lessor's
1110	default.
1111	Section 36.  Subsection (2) of section 680.527, Florida
1112	Statutes, is amended to read:
1113	680.527  Lessor's rights to dispose of goods.--
1114	(2)  Except as otherwise provided with respect to damages
1115	liquidated in the lease agreement (s. 680.504) or otherwise
1116	determined pursuant to agreement of the parties (ss.
1117	671.102(2)(3) and 680.503), if the disposition is by lease
1118	agreement substantially similar to the original lease agreement
1119	and the new lease agreement is made in good faith and in a
1120	commercially reasonable manner, the lessor may recover from the
1121	lessee as damages:
1122	(a)  Accrued and unpaid rent as of the date of the
1123	commencement of the term of the new lease agreement;
1124	(b)  The present value, as of the same date, of the
1125	commencement of the term of the new lease agreement of the total
1126	rent for the then remaining lease term of the original lease
1127	agreement minus the present value, as of the same date, of the
1128	rent under the new lease agreement applicable to that period of
1129	the new lease term which is comparable to the then remaining
1130	term of the original lease agreement; and
1131	(c)  Any incidental damages allowed under s. 680.53, less
1132	expenses saved in consequence of the lessee's default.
1133	Section 37.  Subsection (1) of section 680.528, Florida
1134	Statutes, is amended to read:
1135	680.528  Lessor's damages for nonacceptance or
1136	repudiation.--
1137	(1)  Except as otherwise provided with respect to damages
1138	liquidated in the lease agreement (s. 680.504) or otherwise
1139	determined pursuant to agreement of the parties (ss.
1140	671.102(2)(3) and 580.503), if a lessor elects to retain the
1141	goods or a lessor elects to dispose of the goods and the
1142	disposition is by lease agreement that for any reason does not
1143	qualify for treatment under s. 680.527(2), or is by sale or
1144	otherwise, the lessor may recover from the lessee as damages a
1145	default of the type described in s. 680.523(1) or (3)(a), or if
1146	agreed, for other default of the lessee:
1147	(a)  Accrued and unpaid rent as of the date of default if
1148	the lessee has never taken possession of the goods, or, if the
1149	lessee has taken possession of the goods, as of the date the
1150	lessor repossesses the goods or an earlier date on which the
1151	lessee makes a tender of the goods to the lessor.
1152	(b)  The present value as of the date determined under
1153	paragraph (a) of the total rent for the then remaining lease
1154	term of the original lease agreement minus the present value as
1155	of the same date of the market rent at the place where the goods
1156	were located on that date computed for the same lease term.
1157	(c)  Any incidental damages allowed under s. 680.53, less
1158	expenses saved in consequence of the lessee's default.
1159	Section 38.  Subsection (6) of section 713.901, Florida
1160	Statutes, is amended to read:
1161	713.901  Florida Uniform Federal Lien Registration Act.--
1162	(6)  FEES.--The charges or fees of the Secretary of State,
1163	with respect to a notice or certificate filed under this
1164	section, or for searching records with respect thereto, are:
1165	(a)  For filing any financing statement, $25 for the first
1166	page, which fee shall include the cost of filing a termination
1167	statement for the financing statement.
1168	(b)  For filing a continuation, release, amendment,
1169	assignment, or any other writing permitted by chapter 679, $12
1170	for the first page.
1171	(c)  For indexing by multiple debtors or secured parties,
1172	$3 for each additional debtor or secured party.
1173	(d)  For each additional facing page attached to a
1174	financing statement, continuation, release, amendment,
1175	assignment, or any other writing, $3.
1176	(e)  For certifying any record, $10 for the first 10 file
1177	numbers certified and $10 for each subsequent group of 10 file
1178	numbers.
1179	(f)  For use, pursuant to s. 679.525(1)(d), of a
1180	nonapproved form, $3 shall be the same as prescribed in s.
1181	15.091.
1182
1183	The charges or fees of the clerks of the circuit court with
1184	respect to a notice or certificate filed under this section
1185	shall be the same as prescribed in s. 28.24, relating to
1186	instruments recorded in the official records.
1187	Section 39.  This act shall take effect January 1, 2007.

CODING: Words stricken are deletions; words underlined are additions.