Florida Senate - 2006 COMMITTEE AMENDMENT
Bill No. SB 2716
Barcode 975928
CHAMBER ACTION
Senate House
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04/05/2006 04:23 PM .
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11 The Committee on Commerce and Consumer Services (Aronberg)
12 recommended the following amendment:
13
14 Senate Amendment (with title amendment)
15 Delete everything after the enacting clause
16
17 and insert:
18 Section 1. Subsection (3) of section 15.16, Florida
19 Statutes, is amended to read:
20 15.16 Reproduction of records; admissibility in
21 evidence; electronic receipt and transmission of records;
22 certification; acknowledgment.--
23 (3) The Department of State may cause to be received
24 electronically any records that are required to be filed with
25 it pursuant to chapter 55, chapter 606, chapter 607, chapter
26 608, chapter 617, chapter 620, chapter 621, chapter 679,
27 chapter 713, or chapter 865, through facsimile or other
28 electronic transfers, for the purpose of filing such records.
29 The originals of all such electronically transmitted records
30 must be executed in the manner provided in paragraph (5)(b).
31 The receipt of such electronic transfer constitutes delivery
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1 to the department as required by law.
2 Section 2. Subsection (1) of section 285.20, Florida
3 Statutes, is amended to read:
4 285.20 Tribal Secured Transactions Filing Offices.--
5 (1) If the governing body of the Seminole Tribe of
6 Florida or the governing body of the Miccosukee Tribe of
7 Indians adopts or enacts a law or ordinance governing secured
8 transactions arising within or relating to the reservation of
9 such tribe in this state, and if such tribal law or ordinance
10 authorizes financing statements and other records relating to
11 secured transactions to be filed:
12 (a) With the Department of State or such other central
13 filing office as may be established from time to time under
14 the Uniform Commercial Code of this state, then the Department
15 of State or other central filing office, including any private
16 secured transaction registry that may be designated as such in
17 this state, shall accept and process such filings made under
18 the tribal secured transactions law in accordance with this
19 section and the provisions of chapter 679; or
20 (b) With the office of the clerk of circuit court in
21 any county of this state in which the tribal secured
22 transactions law requires a local filing, then such county
23 filing office shall accept and process such filings made under
24 such tribal law in accordance with this section and the
25 provisions of chapter 28.
26 Section 3. Section 671.101, Florida Statutes, is
27 amended to read:
28 671.101 Short title; scope of chapter.--
29 (1) Chapters 670-680 may be cited as the "Uniform
30 Commercial Code."
31 (2) This chapter applies to a transaction to the
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1 extent that it is governed by another chapter of this code and
2 may be cited as the "Uniform Commercial Code--General
3 Provisions."
4 Section 4. Section 671.102, Florida Statutes, is
5 amended to read:
6 671.102 Purposes; rules of construction; variation by
7 agreement.--
8 (1) This code shall be liberally construed and applied
9 to promote its underlying purposes and policies, which.
10 (2) Underlying purposes and policies of this code are:
11 (a) To simplify, clarify, and modernize the law
12 governing commercial transactions.;
13 (b) To permit the continued expansion of commercial
14 practices through custom, usage, and agreement of the
15 parties.;
16 (c) To make uniform the law among the various
17 jurisdictions.
18 (2)(a)(3) Except as otherwise provided in this code,
19 the effect of provisions of this code may be varied by
20 agreement., except as otherwise provided in this code and
21 except that
22 (b) The obligations of good faith, diligence,
23 reasonableness, and care prescribed by this code may not be
24 disclaimed by agreement, but the parties may by agreement
25 determine the standards by which the performance of such
26 obligations is to be measured if such standards are not
27 manifestly unreasonable. Whenever this code requires an action
28 to be taken within a reasonable time, a time that is not
29 manifestly unreasonable may be fixed by agreement.
30 (c)(4) The presence in certain provisions of this code
31 of the words "unless otherwise agreed" or words of similar
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1 import does not imply that the effect of other provisions may
2 not be varied by agreement under this subsection (3).
3 (3)(5) In this code, unless the context otherwise
4 requires:
5 (a) Words in the singular number include the plural,
6 and words in the plural include the singular.;
7 (b) Gender-specific language includes the other gender
8 and neuter, and when the sense so indicates Words of either
9 the neuter gender also may refer to any other any gender.
10 Section 5. Subsection (1) of section 671.106, Florida
11 Statutes, is amended to read:
12 671.106 Remedies to be liberally administered.--
13 (1) The remedies provided by this code must shall be
14 liberally administered to the end that the aggrieved party may
15 be put in as good a position as if the other party had fully
16 performed, but neither consequential or special nor penal
17 damages may be had except as specifically provided in this
18 code or by other rule of law.
19 Section 6. Section 671.107, Florida Statutes, is
20 amended to read:
21 671.107 Waiver or renunciation of claim or right after
22 breach.--A Any claim or right arising out of an alleged breach
23 can be discharged in whole or in part without consideration by
24 agreement of a written waiver or renunciation signed and
25 delivered by the aggrieved party in an authenticated record.
26 Section 7. Section 671.201, Florida Statutes, is
27 amended to read:
28 671.201 General definitions.--Unless the context
29 otherwise requires, words or phrases defined in this section,
30 or in the additional definitions contained in other chapters
31 of this code which apply to particular chapters or parts
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1 thereof, have the meanings stated. Subject to additional
2 definitions contained in other the subsequent chapters of this
3 code which apply which are applicable to particular specific
4 chapters or parts thereof, and unless the context otherwise
5 requires, in this code:
6 (1) "Action," in the sense of a judicial proceeding,
7 includes recoupment, counterclaim, setoff, suit in equity, and
8 any other proceedings in which rights are determined.
9 (2) "Aggrieved party" means a party entitled to pursue
10 resort to a remedy.
11 (3) "Agreement," as distinguished from "contract,"
12 means the bargain of the parties in fact, as found in their
13 language or inferred by implication from other circumstances,
14 including course of dealing, or usage of trade, or course of
15 performance as provided in this code (ss. 671.205 and
16 672.208). Whether an agreement has legal consequences is
17 determined by the provisions of this code, if applicable;
18 otherwise by the law of contracts (s. 671.103). (Compare
19 "contract.")
20 (4) "Bank" means a any person engaged in the business
21 of banking and includes a savings bank, a savings and loan
22 association, a credit union, and a trust company.
23 (5) "Bearer" means a the person in possession of a
24 negotiable an instrument, document of title, or certificated
25 security that is payable to bearer or indorsed in blank.
26 (6) "Bill of lading" means a document evidencing the
27 receipt of goods for shipment issued by a person engaged in
28 the business of transporting or forwarding goods, and includes
29 an airbill. "Airbill" means a document serving for air
30 transportation as a bill of lading does for marine or rail
31 transportation, and includes an air consignment note or air
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1 waybill.
2 (7) "Branch" includes a separately incorporated
3 foreign branch of a bank.
4 (8) "Burden of establishing" a fact means the burden
5 of persuading the triers of fact that the existence of the
6 fact is more probable than its nonexistence.
7 (9) "Buyer in ordinary course of business" means a
8 person who, in ordinary course, buys goods in good faith,
9 without knowledge that the sale violates the rights of another
10 person in the goods, and in the ordinary course from a person,
11 other than a pawnbroker, in the business of selling goods of
12 that kind. A person buys goods in the ordinary course if the
13 sale to the person comports with the usual or customary
14 practices in the kind of business in which the seller is
15 engaged or with the seller's own usual or customary practices.
16 A person who sells oil, gas, or other minerals at the wellhead
17 or minehead is a person in the business of selling goods of
18 that kind. A buyer in the ordinary course of business may buy
19 for cash, by exchange of other property, or on secured or
20 unsecured credit and may acquire goods or documents of title
21 under a preexisting contract for sale. Only a buyer who takes
22 possession of the goods or has a right to recover the goods
23 from the seller under chapter 672 may be a buyer in the
24 ordinary course of business. "Buyer in ordinary course of
25 business" does not include a person who acquires goods in a
26 transfer in bulk or as security for or in total or partial
27 satisfaction of a money debt is not a buyer in the ordinary
28 course of business.
29 (10) A term or clause is "Conspicuous," with reference
30 to a term, means when it is so written, displayed, or
31 presented that a reasonable person against whom it is to
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1 operate ought to have noticed it. Whether a term is
2 "conspicuous" is a decision for the court. Conspicuous terms
3 include the following:
4 (a) A printed heading in capitals in a size equal to
5 or larger than that of the surrounding text or in a (as:
6 NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the
7 body of a form is conspicuous if it is in larger or other
8 contrasting type, font, or color in contrast to the
9 surrounding text of the same or lesser size.
10 (b) Language in the body of a record or display in
11 type larger than that of the surrounding text; in a type,
12 font, or color in contrast to the surrounding text of the same
13 size; or set off from surrounding text of the same size by
14 symbols or other marks that call attention to the language.
15 But in a telegram any stated term is conspicuous. Whether a
16 term or clause is conspicuous or not is for decision by the
17 court.
18 (11) "Consumer" means an individual who enters into a
19 transaction primarily for personal, family, or household
20 purposes.
21 (12)(11) "Contract," as distinguished from
22 "agreement," means the total legal obligation that which
23 results from the parties' agreement as determined affected by
24 this code and as supplemented by any other applicable laws
25 rules of law. (Compare "agreement.")
26 (13)(12) "Creditor" includes a general creditor, a
27 secured creditor, a lien creditor, and any representative of
28 creditors, including an assignee for the benefit of creditors,
29 a trustee in bankruptcy, a receiver in equity, and an executor
30 or administrator of an insolvent debtor's or assignor's
31 estate.
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1 (14)(13) "Defendant" includes a person in the position
2 of defendant in a cross-action or counterclaim, cross-claim,
3 or third-party claim.
4 (15)(14) "Delivery," with respect to an instrument
5 instruments, document documents of title, or chattel paper, or
6 certificated securities means voluntary transfer of
7 possession.
8 (16)(15) "Document of title" includes bill of lading,
9 dock warrant, dock receipt, warehouse receipt or order for the
10 delivery of goods, and also any other document that which in
11 the regular course of business or financing is treated as
12 adequately evidencing that the person in possession of it is
13 entitled to receive, hold, and dispose of the document and the
14 goods it covers. To be a document of title, a document must
15 purport to be issued by or addressed to a bailee and purport
16 to cover goods in the bailee's possession which are either
17 identified or are fungible portions of an identified mass.
18 (17)(16) "Fault" means a default, breach, or wrongful
19 act or, omission or breach.
20 (18)(17) "Fungible goods" with respect to goods or
21 securities means:
22 (a) Goods or securities of which any unit is, by
23 nature or usage of trade, is the equivalent of any other like
24 unit; or.
25 (b) Goods which are not fungible shall be deemed
26 fungible for the purposes of this code to the extent that, by
27 under a particular agreement, or document unlike units are
28 treated as equivalents.
29 (19)(18) "Genuine" means free of forgery or
30 counterfeiting.
31 (20)(19) "Good faith," except as otherwise provided in
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1 this code, means honesty in fact and in the observance of
2 reasonable commercial standards of fair dealing conduct or
3 transaction concerned.
4 (21)(20) "Holder," with respect to a negotiable
5 instrument, means:
6 (a) The person in possession of a negotiable if the
7 instrument that is payable either to bearer or, in the case of
8 an instrument payable to an identified person that is, if the
9 identified person is in possession; or. "Holder," with respect
10 to a document of title, means
11 (b) The person in possession of a document of title if
12 the goods are deliverable either to bearer or to the order of
13 the person in possession.
14 (21) To "honor" is to pay or to accept and pay, or
15 where a credit so engages to purchase or discount a draft
16 complying with the terms of the credit.
17 (22) "Insolvency proceeding proceedings" includes an
18 any assignment for the benefit of creditors or other
19 proceeding proceedings intended to liquidate or rehabilitate
20 the estate of the person involved.
21 (23) A person is "Insolvent" means:
22 (a) Having who either has ceased to pay his or her
23 debts in the ordinary course of business other than as a
24 result of a bona fide dispute;
25 (b) Being unable to or cannot pay his or her debts as
26 they become due; or
27 (c) Being is insolvent within the meaning of the
28 Federal Bankruptcy Law.
29 (24) "Money" means a medium of exchange currently
30 authorized or adopted by a domestic or foreign government. The
31 term and includes a monetary unit of account established by an
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1 intergovernmental organization or by agreement between two or
2 more countries nations.
3 (25) A person has "notice" of a fact when
4 (a) He or she has actual knowledge of it; or
5 (b) He or she has received a notice or notification of
6 it; or
7 (c) From all the facts and circumstances known to the
8 person at the time in question he or she has reason to know
9 that it exists.
10
11 A person "knows" or has "knowledge" of a fact when he or she
12 has actual knowledge of it. "Discover" or "learn" or a word or
13 phrase of similar import refers to knowledge rather than to
14 reason to know. The time and circumstances under which a
15 notice or notification may cease to be effective are not
16 determined by this code.
17 (26) A person "notifies" or "gives" a notice or
18 notification to another by taking such steps as may be
19 reasonably required to inform the other in ordinary course
20 whether or not such other actually comes to know of it. A
21 person "receives" a notice or notification when
22 (a) It comes to his or her attention; or
23 (b) It is duly delivered at the place of business
24 through which the contract was made or at any other place held
25 out by the person as the place for receipt of such
26 communications.
27 (27) Notice, knowledge or a notice or notification
28 received by an organization is effective for a particular
29 transaction from the time when it is brought to the attention
30 of the individual conducting that transaction, and in any
31 event from the time when it would have been brought to his or
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1 her attention if the organization had exercised due diligence.
2 An organization exercises due diligence if it maintains
3 reasonable routines for communicating significant information
4 to the person conducting the transaction and there is
5 reasonable compliance with the routines. Due diligence does
6 not require an individual acting for the organization to
7 communicate information unless such communication is part of
8 his or her regular duties or unless the individual has reason
9 to know of the transaction and that the transaction would be
10 materially affected by the information.
11 (25)(28) "Organization" means a person other than an
12 individual includes a corporation, government or governmental
13 subdivision or agency, business trust, estate, trust,
14 partnership or association, two or more persons having a joint
15 or common interest, or any other legal or commercial entity.
16 (26)(29) "Party," as distinguished distinct from
17 "third party," means a person who has engaged in a transaction
18 or made an agreement subject to within this code.
19 (27)(30) "Person" means includes an individual,
20 corporation, business trust, estate, trust, partnership,
21 limited liability company, association, joint venture,
22 government, governmental subdivision, agency, instrumentality,
23 public corporation, or any other legal or commercial entity or
24 an organization (see s. 671.102).
25 (28) "Present value" means the amount as of a date
26 certain of one or more sums payable in the future, discounted
27 to the date certain by use of either an interest rate
28 specified by the parties if that rate is not manifestly
29 unreasonable at the time the transaction is entered into or,
30 if an interest rate is not so specified, a commercially
31 reasonable rate that takes into account the facts and
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1 circumstances at the time the transaction is entered into.
2 (31) "Presumption" or "presumed" means that the trier
3 of fact must find the existence of the fact presumed unless
4 and until evidence is introduced which would support a finding
5 of its nonexistence.
6 (29)(32) "Purchase" means includes taking by sale,
7 lease, discount, negotiation, mortgage, pledge, lien, security
8 interest, issue or reissue, gift, or any other voluntary
9 transaction creating an interest in property.
10 (30)(33) "Purchaser" means a person who takes by
11 purchase.
12 (31) "Record" means information that is inscribed on a
13 tangible medium or that is stored in an electronic or other
14 medium and is retrievable in perceivable form.
15 (32)(34) "Remedy" means any remedial right to which an
16 aggrieved party is entitled with or without resort to a
17 tribunal.
18 (33)(35) "Representative" means a person empowered to
19 act for another, including includes an agent, an officer of a
20 corporation or association, and a trustee, executor, or
21 administrator of an estate, or any other person empowered to
22 act for another.
23 (34)(36) "Right Rights" includes remedy remedies.
24 (35)(37) "Security interest" means an interest in
25 personal property or fixtures which secures payment or
26 performance of an obligation. "Security interest" The term
27 also includes any interest of a consignor and a buyer of
28 accounts, chattel paper, a payment intangible, or a promissory
29 note in a transaction that which is subject to chapter 679.
30 "Security interest" does not include the special property
31 interest of a buyer of goods on identification of those goods
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1 to a contract for sale under s. 672.401 is not a security
2 interest, but a buyer may also acquire a security interest by
3 complying with chapter 679. Except as otherwise provided in s.
4 672.505, the right of a seller or lessor of goods under
5 chapter 672 or chapter 680 to retain or acquire possession of
6 the goods is not a security interest, but a seller or lessor
7 may also acquire a security interest by complying with chapter
8 679. The retention or reservation of title by a seller of
9 goods, notwithstanding shipment or delivery to the buyer under
10 (s. 672.401), is limited in effect to a reservation of a
11 security interest. Whether a transaction in the form of a
12 lease creates a lease or security interest is determined by
13 the facts of each case; however:
14 (a) A transaction in the form of a lease creates a
15 security interest if the consideration that the lessee is to
16 pay the lessor for the right to possession and use of the
17 goods is an obligation for the term of the lease not subject
18 to termination by the lessee, and:;
19 1. The original term of the lease is equal to or
20 greater than the remaining economic life of the goods;
21 2. The lessee is bound to renew the lease for the
22 remaining economic life of the goods or is bound to become the
23 owner of the goods;
24 3. The lessee has an option to renew the lease for the
25 remaining economic life of the goods for no additional
26 consideration or nominal additional consideration upon
27 compliance with the lease agreement; or
28 4. The lessee has an option to become the owner of the
29 goods for no additional consideration or nominal additional
30 consideration upon compliance with the lease agreement.
31 (b) A transaction does not create a security interest
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1 merely because it provides that:
2 1. The present value of the consideration the lessee
3 is obligated to pay the lessor for the right to possession and
4 use of the goods is substantially equal to or is greater than
5 the fair market value of the goods at the time the lease is
6 entered into;
7 2. The lessee assumes the risk of loss of the goods or
8 agrees to pay taxes; insurance; filing, recording, or
9 registration fees; or service or maintenance costs with
10 respect to the goods;
11 3. The lessee agrees to pay, with respect to the
12 goods, taxes; insurance; filing, recording, or registration
13 fees; or service or maintenance costs;
14 4.3. The lessee has an option to renew the lease or to
15 become the owner of the goods;
16 5.4. The lessee has an option to renew the lease for a
17 fixed rent that is equal to or greater than the reasonably
18 predictable fair market rent for the use of the goods for the
19 term of the renewal at the time the option is to be performed;
20 or
21 6.5. The lessee has an option to become the owner of
22 the goods for a fixed price that is equal to or greater than
23 the reasonably predictable fair market value of the goods at
24 the time the option is to be performed.
25 (c) For purposes of this subsection:
26 1. Additional consideration is not nominal if it is
27 less than the lessee's reasonably predictable cost of
28 performing under the lease agreement if the option is not
29 exercised. Additional consideration is not nominal if:,
30 1. When the option to renew the lease is granted to
31 the lessee, the rent is stated to be the fair market rent for
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1 the use of the goods for the term of the renewal determined at
2 the time the option is to be performed; or if,
3 2. When the option to become the owner of the goods is
4 granted to the lessee, the price is stated to be the fair
5 market value of the goods determined at the time the option is
6 to be performed. Additional consideration is nominal if it is
7 less than the lessee's reasonably predictable cost of
8 performing under the lease agreement if the option is not
9 exercised.
10 (d)2. The "Reasonably predictable" and "remaining
11 economic life of the goods" and "reasonably predictable" fair
12 market rent, fair market value, or cost of performing under
13 the lease agreement must are to be determined with reference
14 to the facts and circumstances at the time the transaction is
15 entered into.
16 3. "Present value" means the amount as of a date
17 certain of one or more sums payable in the future, discounted
18 to the date certain. The discount is determined by the
19 interest rate specified by the parties if the rate is not
20 manifestly unreasonable at the time the transaction is entered
21 into; otherwise, the discount is determined by a commercially
22 reasonable rate that takes into account the facts and
23 circumstances of each case at the time the transaction was
24 entered into.
25 (36)(38) "Send," in connection with a any writing,
26 record, or notice, means:
27 (a) To deposit in the mail or deliver for transmission
28 by any other usual means of communication with postage or cost
29 of transmission provided for and properly addressed and, in
30 the case of an instrument, to an address specified thereon or
31 otherwise agreed, or, if there be none, to any address
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1 reasonable under the circumstances; or.
2 (b) In any other way to cause to be received The
3 receipt of any record writing or notice within the time at
4 which it would have arrived if properly sent has the effect of
5 a proper sending.
6 (37)(39) "Signed" means bearing includes any symbol
7 executed or adopted by a party with present intention to adopt
8 or accept authenticate a writing.
9 (38) "State" means a state of the United States, the
10 District of Columbia, Puerto Rico, the United States Virgin
11 Islands, or any territory or insular possession subject to the
12 jurisdiction of the United States.
13 (39)(40) "Surety" includes a guarantor or other
14 secondary obligor.
15 (41) "Telegram" includes a message transmitted by
16 radio, teletype, cable, any mechanical method of transmission,
17 or the like.
18 (40)(42) "Term" means a that portion of an agreement
19 that which relates to a particular matter.
20 (41)(43) "Unauthorized" signature" means a signature
21 one made without actual, implied, or apparent authority. The
22 term and includes a forgery.
23 (44) "Value." Except as otherwise provided with
24 respect to negotiable instruments and bank collections (ss.
25 673.3031, 674.2101, and 674.2111), a person gives value for
26 rights if he or she acquires them:
27 (a) In return for a binding commitment to extend
28 credit or for the extension of immediately available credit
29 whether or not drawn upon and whether or not a charge-back is
30 provided for in the event of difficulties in collection;
31 (b) As security for or in total or partial
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1 satisfaction of a preexisting claim;
2 (c) By accepting delivery pursuant to a preexisting
3 contract for purchase; or
4 (d) Generally, in return for any consideration
5 sufficient to support a simple contract.
6 (42)(45) "Warehouse receipt" means a written receipt
7 or an electronic notification of receipt issued by a person
8 engaged in the business of storing goods for hire.
9 (43)(46) "Written" or "Writing" includes printing,
10 typewriting, or any other intentional reduction to tangible
11 form. "Written" has a corresponding meaning.
12 Section 8. Section 671.202, Florida Statutes, is
13 amended to read:
14 671.202 Prima facie evidence by third-party
15 documents.--A document in due form purporting to be a bill of
16 lading, policy or certificate of insurance, official weigher's
17 or inspector's certificate, consular invoice, or any other
18 document authorized or required by the contract to be issued
19 by a third party is shall be prima facie evidence of its own
20 authenticity and genuineness and of the facts stated in the
21 document by the third party.
22 Section 9. Section 671.203, Florida Statutes, is
23 amended to read:
24 671.203 Obligation of good faith.--Every contract or
25 duty within this code imposes an obligation of good faith in
26 its performance and or enforcement.
27 Section 10. Section 671.204, Florida Statutes, is
28 amended to read:
29 671.204 Actions taken within Time; reasonable time;
30 "seasonably."--
31 (1) Whether a time for taking an action required by
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1 Whenever this code is requires any action to be taken within a
2 reasonable time, any time which is not manifestly unreasonable
3 may be fixed by agreement.
4 (2) What is a reasonable time for taking any action
5 depends on the nature, purpose, and circumstances of the such
6 action.
7 (2)(3) An action is taken "seasonably" if when it is
8 taken at or within the time agreed or, if no time is agreed,
9 at or within a reasonable time.
10 Section 11. Section 671.205, Florida Statutes, is
11 amended to read:
12 671.205 Course of performance; course of dealing; and
13 usage of trade.--
14 (1) A "course of performance" is a sequence of conduct
15 between the parties to a particular transaction that exists
16 if:
17 (a) The agreement of the parties with respect to the
18 transaction involves repeated occasions for performance by a
19 party; and
20 (b) The other party, with knowledge of the nature of
21 the performance and opportunity for objection to it, accepts
22 the performance or acquiesces in it without objection.
23 (2)(1) A "course of dealing" is a sequence of previous
24 conduct concerning previous transactions between the parties
25 to a particular transaction which is fairly to be regarded as
26 establishing a common basis of understanding for interpreting
27 their expressions and other conduct.
28 (3)(2) A "usage of trade" is any practice or method of
29 dealing having such regularity of observance in a place,
30 vocation, or trade as to justify an expectation that it will
31 be observed with respect to the transaction in question. The
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1 existence and scope of such a usage are to be proved as facts.
2 If it is established that such a usage is embodied in a
3 written trade code or similar record, writing the
4 interpretation of the record writing is a question of law for
5 the court.
6 (4)(3) A course of performance or a course of dealing
7 between the parties or and any usage of trade in the vocation
8 or trade in which they are engaged or of which they are or
9 should be aware is relevant in ascertaining the give
10 particular meaning of the parties' to and supplement or
11 qualify terms of an agreement, may give particular meaning to
12 specific terms of the agreement, and may supplement or qualify
13 the terms of the agreement. A usage of trade applicable in the
14 place in which part of the performance under the agreement is
15 to occur may be so utilized as to that part of the
16 performance.
17 (5)(4) Except as otherwise provided in subsection (6),
18 the express terms of an agreement and any an applicable course
19 of performance, course of dealing, or usage of trade must
20 shall be construed whenever wherever reasonable as consistent
21 with each other. If; but when such a construction is
22 unreasonable:
23 (a) Express terms prevail over control both course of
24 performance, course of dealing, and usage of trade;
25 (b) Course of performance prevails over course of
26 dealing and usage of trade; and
27 (c) Course of dealing prevails over controls usage of
28 trade.
29 (6) A course of performance is relevant to show a
30 waiver or modification of any term inconsistent with the
31 course of performance.
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1 (5) An applicable usage of trade in the place where
2 any part of performance is to occur shall be used in
3 interpreting the agreement as to that part of the performance.
4 (7)(6) Evidence of a relevant usage of trade offered
5 by one party is not admissible unless that party and until he
6 or she has given the other party such notice that as the court
7 finds sufficient to prevent unfair surprise to the other party
8 latter.
9 Section 12. Section 671.206, Florida Statutes, is
10 repealed.
11 Section 13. Section 671.208, Florida Statutes, is
12 amended to read:
13 671.208 Option to accelerate at will.--A term
14 providing that one party or the party's successor in interest
15 may accelerate payment or performance or require collateral or
16 additional collateral "at will" or "when she or he deems
17 herself or himself insecure" or in words of similar import
18 must shall be construed to mean that she or he has shall have
19 power to do so only if she or he in good faith believes that
20 the prospect of payment or performance is impaired. The burden
21 of establishing lack of good faith is on the party against
22 whom the power has been exercised.
23 Section 14. Section 671.209, Florida Statutes, is
24 created to read:
25 671.209 Notice; knowledge.--
26 (1) Subject to subsection (6), a person has "notice"
27 of a fact if the person:
28 (a) Has actual knowledge of it;
29 (b) Has received a notice or notification of it; or
30 (c) From all the facts and circumstances known to the
31 person at the time in question, has reason to know that it
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1 exists.
2 (2) "Knowledge" means actual knowledge. "Knows" has a
3 corresponding meaning.
4 (3) "Discover," "learn," or words of similar import
5 refer to knowledge rather than to reason to know.
6 (4) A person "notifies" or "gives a notice or
7 notification to" another person by taking such steps as may be
8 reasonably required to inform the other person in ordinary
9 course, regardless of whether the other person actually comes
10 to know of it.
11 (5) Subject to subsection (6), a person "receives" a
12 notice or notification when:
13 (a) It comes to that person's attention; or
14 (b) It is duly delivered in a form reasonable under
15 the circumstances at the place of business through which the
16 contract was made or at another location held out by that
17 person as the place for receipt of such communications.
18 (6) Notice, knowledge, or a notice or notification
19 received by an organization is effective for a particular
20 transaction from the time it is brought to the attention of
21 the person conducting that transaction and, in any event, from
22 the time it would have been brought to the person's attention
23 if the organization had exercised due diligence. An
24 organization exercises due diligence if it maintains
25 reasonable routines for communicating significant information
26 to the person conducting the transaction and there is
27 reasonable compliance with the routines. Due diligence does
28 not require an individual acting for the organization to
29 communicate information unless the communication is part of
30 the individual's regular duties or the individual has reason
31 to know of the transaction and that the transaction would be
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1 materially affected by the information.
2 Section 15. Section 671.210, Florida Statutes, is
3 created to read:
4 671.210 Presumptions.--Whenever this code creates a
5 "presumption" with respect to a fact or provides that a fact
6 is "presumed," the trier of fact must find the existence of
7 the fact presumed unless and until evidence is introduced that
8 supports a finding of its nonexistence.
9 Section 16. Section 671.211, Florida Statutes, is
10 created to read:
11 671.211 Value.--Except as otherwise provided with
12 respect to negotiable instruments and bank collections as
13 provided in ss. 673.3031, 674.2101, and 674.2111, a person
14 gives value for rights if the person acquires them:
15 (1) In return for a binding commitment to extend
16 credit or for the extension of immediately available credit
17 whether or not drawn upon and whether or not a charge-back is
18 provided for in the event of difficulties in collection;
19 (2) As security for, or in total or partial
20 satisfaction of, a preexisting claim;
21 (3) By accepting delivery under a preexisting contract
22 for purchase; or
23 (4) In return for any consideration sufficient to
24 support a simple contract.
25 Section 17. Section 671.212, Florida Statutes, is
26 created to read:
27 671.212 Relation to Electronic Signatures in Global
28 and National Commerce Act.--This code modifies, limits, and
29 supersedes the federal Electronic Signatures in Global and
30 National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that
31 nothing in this code modifies, limits, or supersedes s.
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1 7001(c) of that act or authorizes electronic delivery of any
2 of the notices described in s. 7003(b) of that act.
3 Section 18. Section 671.213, Florida Statutes, is
4 created to read:
5 671.213 Subordinated obligations.--An obligation may
6 be issued as subordinated to performance of another obligation
7 of the person obligated, or a creditor may subordinate its
8 right to performance of an obligation by agreement with either
9 the person obligated or another creditor of the person
10 obligated. Subordination does not create a security interest
11 as against either the common debtor or a subordinated
12 creditor.
13 Section 19. Subsection (1) of section 671.301, Florida
14 Statutes, is amended to read:
15 671.301 Effective date; provision for transition;
16 preservation of old transition provision.--
17 (1) This act shall take effect at 12:01 a.m. on
18 January 1, 2007 1980.
19 Section 20. Subsection (2) of section 679.5011,
20 Florida Statutes, is amended, and subsection (3) is added to
21 that section, to read:
22 679.5011 Filing office.--
23 (2) The office in which to file a financing statement
24 to perfect a security interest in collateral, including
25 fixtures, of a transmitting utility is the Office of the
26 Secretary of State, or the filing office authorized by s.
27 679.527 to accept filings for the Florida Secured Transaction
28 Registry. The financing statement also constitutes a fixture
29 filing as to the collateral indicated in the financing
30 statement which is or is to become fixtures.
31 (3) The Florida Secured Transaction Registry may
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1 certify a copy of a financing statement, or an amendment
2 thereto, which shall be admissible in a state or federal court
3 or in a proceeding before any other tribunal.
4 Section 21. Section 679.525, Florida Statutes, is
5 amended to read:
6 679.525 Processing fees.--
7 (1) Except as otherwise provided in subsection (3),
8 the nonrefundable processing fee for filing and indexing a
9 record under this part, other than an initial financing
10 statement of the kind described in s. 679.5021(3), is:
11 (a) For filing an initial financing statement, $15 $25
12 for the first page, which shall include the cost of filing a
13 termination statement for the financing statement;
14 (b) For filing an amendment, $8 $12 for the first
15 page;
16 (c) For indexing by additional debtor, secured party,
17 or assignee, $2 $3 per additional name indexed;
18 (d) For use of a nonapproved form, $3 $5;
19 (e) For each additional page attached to a record, $2
20 $3;
21 (f) For filing a financing statement communicated by
22 an electronic filing process authorized by the filing office,
23 $15 with no additional fees for multiple names or attached
24 pages;
25 (g) For filing an amendment communicated by an
26 electronic filing process authorized by the filing office, $3
27 $5 with no additional fees for multiple names or attached
28 pages;
29 (h) For a certified copy of a financing statement and
30 any and all associated amendments, $15 $30; and
31 (i) For a photocopy of a filed record, $1 per page.
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1 (2) Except as otherwise provided in subsection (3),
2 the fee for filing and indexing an initial financing statement
3 of the kind described in s. 679.5021(3) is the amount
4 specified in chapter 28.
5 (3) This section does not require a fee with respect
6 to a mortgage that is effective as a financing statement filed
7 as a fixture filing or as a financing statement covering
8 as-extracted collateral or timber to be cut under s.
9 679.5021(3). However, the recording and satisfaction fees that
10 otherwise would be applicable to the mortgage apply.
11 (4) The Florida Secured Transaction Registry shall use
12 the fees collected to fund its operations.
13 Section 22. Section 679.527, Florida Statutes, is
14 amended to read:
15 679.527 Florida Secured Transaction Registry.--
16 (1) As used in this section, the term:
17 (a) The "Florida Secured Transaction Registry" or
18 "registry" means the centralized database in which all initial
19 financing statements, amendments, assignments, and other
20 statements of change authorized to be filed under this chapter
21 are filed, maintained, and retrieved. The term does not apply
22 to documents that are filed under this chapter with the clerk
23 of a circuit court.
24 (b) "Department" means the Department of State.
25 (c) "Materials and records" includes, but is not
26 limited to databases, source or object codes, and any software
27 relating to the Florida Secured Transaction Registry or other
28 filing system for centralized filing under this chapter,
29 regardless of the original source of its creation or
30 maintenance.
31 (2) Under chapter 287, The department has the
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1 authority to determine, and select, and appoint the central
2 filing office for the secured transaction registry. There
3 shall be only one central filing office and filing officer
4 appointed by the department at any one time. Any current
5 appointment or renewal of appointment in existence on the
6 effective date of this act shall continue until the expiration
7 of such appointment or renewal of appointment the most
8 qualified respondents to the request for qualifications and to
9 negotiate and enter into one or more contracts as provided in
10 this section. The contract may not be assignable or otherwise
11 transferable without the express written consent of the
12 department, notwithstanding any limitations imposed by s.
13 679.4061 or s. 679.4081.
14 (3) The central filing office may not modify the forms
15 for the initial financing statement or the amended financing
16 statement in effect on the January 1, 2007, without the
17 approval of the department. The department shall perform the
18 duties, as filing officer and filing office under this
19 chapter, for the Florida Secured Transaction Registry until
20 October 1, 2001, or until the effective date of a contract
21 executed by the department to administer and operate the
22 registry for the performance of these duties, whichever occurs
23 later. At that time, the department shall cease serving as the
24 designated filing officer and filing office for the registry
25 under this chapter, and thereafter, except to the extent the
26 department may reclaim those duties as provided below, the
27 department shall not be responsible for the performance of the
28 duties of the filing office or officer under this chapter,
29 including determining whether documents tendered for filing
30 under this chapter satisfy the requirements of law. The
31 department shall retain authority under this chapter to
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1 approve the forms required to be filed under this chapter. If
2 authorized by the contract with the department, the entity
3 performing the duties of the filing office may certify a copy
4 of a financing statement, or an amendment thereto, which shall
5 be admissible in a state or federal court or in a proceeding
6 before any other tribunal.
7 (4) Notwithstanding the terms and conditions of any
8 contract to perform the administrative and operational
9 functions of the filing office or filing officer under this
10 part for the Florida Secured Transaction Registry, the
11 department and the state shall retain sole and exclusive
12 ownership of the materials and records of the registry, shall
13 have the right to inspect and make copies of the materials and
14 records of the registry, and shall have the right to
15 immediately reclaim and take possession and control of the
16 original materials and records of the registry if the central
17 filing office any entity under contract with the department to
18 administer and operate the registry does not, or cannot,
19 perform the terms and conditions of the contract for any
20 reason or commences or is adjudicated a debtor in an
21 insolvency proceeding. If the central filing office does not
22 perform the terms and conditions of the contract, the
23 department may immediately select a successor central filing
24 office and central filing officer who may immediately take
25 possession and, thereafter, control of the original materials
26 and records of the registry and fulfill the duties of the
27 central filing office under this chapter. If the department
28 reclaims control of the materials and records of the registry,
29 the department shall provide for the uninterrupted fulfillment
30 of the duties of the filing office and filing officer under
31 this chapter by administration and operation by the department
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1 until a subsequent contract for such duties can be executed.
2 The department is shall be entitled to injunctive relief if
3 the entity fails to turn over the materials and records upon
4 demand, and the Circuit Court for Leon County, Florida, shall
5 have exclusive original jurisdiction to adjudicate any
6 disputes pertaining to this section or any contract entered
7 into under this section.
8 (5) When appointing the registry, the department shall
9 require that the central filing office: The Department of
10 State shall immediately develop and issue a Request for
11 Qualifications seeking capable entities to perform both the
12 duties currently being performed by the department as a filing
13 officer and filing office under this chapter.
14 (a) The qualifications shall, at a minimum, Provide
15 for the organization and maintenance of the Florida Secured
16 Transaction Registry as the centralized Uniform Commercial
17 Code filing and retrieval system, which:
18 1. Is comparable and compatible with the department's
19 existing filing system.
20 (b)2. Be Is open to the public and accessible through
21 the Internet, to permit the review of all existing filings of
22 the department and all future filings in the registry, in
23 compliance with chapter 119.
24 3. Provides for oversight and compliance audits by the
25 department.
26 4. Requires records maintenance in compliance with
27 this chapter and chapter 119.
28 5. Maintains the current level of filing fees and
29 procedures for the deposit of revenues with the department as
30 specified in chapter 15, net of operating costs, for a period
31 of 5 years.
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1 (b) The Department of State shall develop performance
2 standards to ensure that the Florida Secured Transaction
3 Registry is accurate and complete and that the users thereof
4 are being well-served. Periodically, the department shall
5 verify that these performance standards are being met or
6 modified as may be needed from time to time.
7 (6) The central filing office may not assign or
8 otherwise transfer the rights granted to it by this section
9 without the express written approval of the department,
10 notwithstanding any limitations imposed by s. 679.4061 or s.
11 479.4081.
12 (7) The central filing office is a private
13 nongovernmental entity and is not subject to the provisions of
14 law that apply to government operations.
15 Section 23. Subsection (3) of section 679.705, Florida
16 Statutes, is amended to read:
17 679.705 Effectiveness of action taken before effective
18 date.--
19 (3) This act does not render ineffective an effective
20 financing statement that, before this act takes effect, is
21 filed and satisfies the applicable requirements for perfection
22 under the law of the jurisdiction governing perfection as
23 provided in s. 679.103, Florida Statutes 2000. However, except
24 as otherwise provided in subsections (4) and (5) and s.
25 679.706, the financing statement ceases to be effective at the
26 earlier of:
27 (a) The time the financing statement would have ceased
28 to be effective under the law of the jurisdiction in which it
29 is filed; or
30 (b) December 31 June 30, 2006.
31 Section 24. Sections 15.091, 679.521, and 679.526,
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1 Florida Statutes, are repealed.
2 Section 25. Subsection (2) and paragraph (b) of
3 subsection (3) of section 319.27, Florida Statutes, are
4 amended to read:
5 319.27 Notice of lien on motor vehicles or mobile
6 homes; notation on certificate; recording of lien.--
7 (2) No lien for purchase money or as security for a
8 debt in the form of a security agreement, retain title
9 contract, conditional bill of sale, chattel mortgage, or other
10 similar instrument or any other nonpossessory lien, including
11 a lien for child support, upon a motor vehicle or mobile home
12 upon which a Florida certificate of title has been issued
13 shall be enforceable in any of the courts of this state
14 against creditors or subsequent purchasers for a valuable
15 consideration and without notice, unless a sworn notice of
16 such lien has been filed in the department and such lien has
17 been noted upon the certificate of title of the motor vehicle
18 or mobile home. Such notice shall be effective as constructive
19 notice when filed. The interest of a statutory nonpossessory
20 lienor; the interest of a nonpossessory execution, attachment,
21 or equitable lienor; or the interest of a lien creditor as
22 defined in s. 679.1021(1)(yy)(zz), if nonpossessory, shall not
23 be enforceable against creditors or subsequent purchasers for
24 a valuable consideration unless such interest becomes a
25 possessory lien or is noted upon the certificate of title for
26 the subject motor vehicle or mobile home prior to the
27 occurrence of the subsequent transaction. Provided the
28 provisions of this subsection relating to a nonpossessory
29 statutory lienor; a nonpossessory execution, attachment, or
30 equitable lienor; or the interest of a lien creditor as
31 defined in s. 679.1021(1)(yy)(zz) shall not apply to liens
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1 validly perfected prior to October 1, 1988. The notice of lien
2 shall provide the following information:
3 (a) The date of the lien if a security agreement,
4 retain title contract, conditional bill of sale, chattel
5 mortgage, or other similar instrument was executed prior to
6 the filing of the notice of lien;
7 (b) The name and address of the registered owner;
8 (c) A description of the motor vehicle or mobile home,
9 showing the make, type, and vehicle identification number; and
10 (d) The name and address of the lienholder.
11 (3)
12 (b) As applied to a determination of the respective
13 rights of a secured party under this chapter and a lien
14 creditor as defined by s. 679.1021(1)(yy)(zz), or a
15 nonpossessory statutory lienor, a security interest under this
16 chapter shall be perfected upon the filing of the notice of
17 lien with the department, the county tax collector, or their
18 agents. Provided, however, the date of perfection of a
19 security interest of such secured party shall be the same date
20 as the execution of the security agreement or other similar
21 instrument if the notice of lien is filed in accordance with
22 this subsection within 15 days after the debtor receives
23 possession of the motor vehicle or mobile home and executes
24 such security agreement or other similar instrument. The date
25 of filing of the notice of lien shall be the date of its
26 receipt by the department central office in Tallahassee, if
27 first filed there, or otherwise by the office of the county
28 tax collector, or their agents.
29 Section 26. Paragraph (f) of subsection (2) of section
30 559.9232, Florida Statutes, is amended to read:
31 559.9232 Definitions; exclusion of rental-purchase
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1 agreements from certain regulations.--
2 (2) A rental-purchase agreement that complies with
3 this act shall not be construed to be, nor be governed by, any
4 of the following:
5 (f) A security interest as defined in s.
6 671.201(35)(37).
7 Section 27. Paragraph (g) of subsection (2) of section
8 563.022, Florida Statutes, is amended to read:
9 563.022 Relations between beer distributors and
10 manufacturers.--
11 (2) DEFINITIONS.--In construing this section, unless
12 the context otherwise requires, the word, phrase, or term:
13 (g) "Good faith" means honesty in fact in the conduct
14 or transaction concerned as defined and interpreted under s.
15 671.201(20)(19).
16 Section 28. Paragraph (b) of subsection (3) and
17 paragraph (d) of subsection (16) of section 668.50, Florida
18 Statutes, are amended to read:
19 668.50 Uniform Electronic Transaction Act.--
20 (3) SCOPE.--
21 (b) This section does not apply to a transaction to
22 the extent the transaction is governed by:
23 1. A provision of law governing the creation and
24 execution of wills, codicils, or testamentary trusts;
25 2. The Uniform Commercial Code other than s. ss.
26 671.107 and 671.206 and chapters 672 and 680;
27 3. The Uniform Computer Information Transactions Act;
28 or
29 4. Rules relating to judicial procedure.
30 (16) TRANSFERABLE RECORDS.--
31 (d) Except as otherwise agreed, a person having
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1 control of a transferable record is the holder, as defined in
2 s. 671.201(21)(20), of the transferable record and has the
3 same rights and defenses as a holder of an equivalent record
4 or writing under the Uniform Commercial Code, including, if
5 the applicable statutory requirements under s. 673.3021, s.
6 677.501, or s. 679.308 are satisfied, the rights and defenses
7 of a holder in due course, a holder to which a negotiable
8 document of title has been duly negotiated, or a purchaser,
9 respectively. Delivery, possession, and indorsement are not
10 required to obtain or exercise any of the rights under this
11 paragraph.
12 Section 29. Subsection (1) of section 670.106, Florida
13 Statutes, is amended to read:
14 670.106 Time payment order is received.--
15 (1) The time of receipt of a payment order or
16 communication canceling or amending a payment order is
17 determined by the rules applicable to receipt of a notice
18 stated in s. 671.209 671.201(27). A receiving bank may fix a
19 cut-off time or times on a funds-transfer business day for the
20 receipt and processing of payment orders and communications
21 canceling or amending payment orders. Different cut-off times
22 may apply to payment orders, cancellations, or amendments or
23 to different categories of payment orders, cancellations, or
24 amendments. A cut-off time may apply to senders generally, or
25 different cut-off times may apply to different senders or
26 categories of payment orders. If a payment order or
27 communication canceling or amending a payment order is
28 received after the close of a funds-transfer business day or
29 after the appropriate cut-off time on a funds-transfer
30 business day, the receiving bank may treat the payment order
31 or communication as received at the opening of the next
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1 funds-transfer business day.
2 Section 30. Subsection (2) of section 670.204, Florida
3 Statutes, is amended to read:
4 670.204 Refund of payment and duty of customer to
5 report with respect to unauthorized payment order.--
6 (2) Reasonable time under subsection (1) may be fixed
7 by agreement as stated in s. 671.204(1), but the obligation of
8 a receiving bank to refund payment as stated in subsection (1)
9 may not otherwise be varied by agreement.
10 Section 31. Subsection (3) of section 675.102, Florida
11 Statutes, is amended to read:
12 675.102 Scope.--
13 (3) With the exception of this subsection, subsections
14 (1) and (4), ss. 675.103(1)(i) and (j), 675.106(4), and
15 675.114(4), and except to the extent prohibited in ss.
16 671.102(2)(3) and 675.117(4), the effect of this chapter may
17 be varied by agreement or by a provision stated or
18 incorporated by reference in an undertaking. A term in an
19 agreement or undertaking generally excusing liability or
20 generally limiting remedies for failure to perform obligations
21 is not sufficient to vary obligations prescribed by this
22 chapter.
23 Section 32. Paragraphs (mm) through (aaaa) of
24 subsection (1) of section 679.1021, Florida Statutes, are
25 redesignated as paragraphs (ll) through (zzz), respectively,
26 and present paragraph (ll) of that subsection is amended to
27 read:
28 679.1021 Definitions and index of definitions.--
29 (1) In this chapter, the term:
30 (ll) "Filing-office rule" means a rule adopted
31 pursuant to s. 679.526.
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1 Section 33. Paragraphs (h), (j), (l), and (m) of
2 subsection (3) of section 680.1031, Florida Statutes, are
3 amended to read:
4 680.1031 Definitions and index of definitions.--
5 (3) The following definitions in other chapters of
6 this code apply to this chapter:
7 (h) "General intangible," s. 679.1021(1)(oo)(pp).
8 (j) "Instrument," s. 679.1021(1)(tt)(uu).
9 (l) "Mortgage," s. 679.1021(1)(bbb)(ccc).
10 (m) "Pursuant to a commitment," s.
11 679.1021(1)(nnn)(ooo).
12 Section 34. Subsection (2) of section 680.518, Florida
13 Statutes, is amended to read:
14 680.518 Cover; substitute goods.--
15 (2) Except as otherwise provided with respect to
16 damages liquidated in the lease agreement (s. 680.504) or
17 otherwise determined pursuant to agreement of the parties (ss.
18 671.102(2)(3) and 680.503), if a lessee's cover is by lease
19 agreement substantially similar to the original lease
20 agreement and the new lease agreement is made in good faith
21 and in a commercially reasonable manner, the lessee may
22 recover from the lessor as damages:
23 (a) The present value, as of the date of the
24 commencement of the term of the new lease agreement, of the
25 rent under the new lease agreement and applicable to that
26 period of the new lease term which is comparable to the then
27 remaining term of the original lease agreement minus the
28 present value as of the same date of the total rent for the
29 then remaining lease term of the original lease agreement; and
30 (b) Any incidental or consequential damages, less
31 expenses saved in consequence of the lessor's default.
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1 Section 35. Subsection (1) of section 680.519, Florida
2 Statutes, is amended to read:
3 680.519 Lessee's damages for nondelivery, repudiation,
4 default, or breach of warranty in regard to accepted goods.--
5 (1) Except as otherwise provided with respect to
6 damages liquidated in the lease agreement (s. 680.504) or
7 otherwise determined pursuant to agreement of the parties (ss.
8 671.102(2)(3) and 680.503), if a lessee elects not to cover or
9 a lessee elects to cover and the cover is by lease agreement,
10 whether or not the lease agreement qualifies for treatment
11 under s. 680.518(2), or is by purchase or otherwise, the
12 measure of damages for nondelivery or repudiation by the
13 lessor or for rejection or revocation of acceptance by the
14 lessee is the present value, as of the date of the default, of
15 the then market rent minus the present value as of the same
16 date of the original rent, computed for the remaining lease
17 term of the original lease agreement, together with incidental
18 and consequential damages, less expenses saved in consequence
19 of the lessor's default.
20 Section 36. Subsection (2) of section 680.527, Florida
21 Statutes, is amended to read:
22 680.527 Lessor's rights to dispose of goods.--
23 (2) Except as otherwise provided with respect to
24 damages liquidated in the lease agreement (s. 680.504) or
25 otherwise determined pursuant to agreement of the parties (ss.
26 671.102(2)(3) and 680.503), if the disposition is by lease
27 agreement substantially similar to the original lease
28 agreement and the new lease agreement is made in good faith
29 and in a commercially reasonable manner, the lessor may
30 recover from the lessee as damages:
31 (a) Accrued and unpaid rent as of the date of the
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1 commencement of the term of the new lease agreement;
2 (b) The present value, as of the same date, of the
3 commencement of the term of the new lease agreement of the
4 total rent for the then remaining lease term of the original
5 lease agreement minus the present value, as of the same date,
6 of the rent under the new lease agreement applicable to that
7 period of the new lease term which is comparable to the then
8 remaining term of the original lease agreement; and
9 (c) Any incidental damages allowed under s. 680.53,
10 less expenses saved in consequence of the lessee's default.
11 Section 37. Subsection (1) of section 680.528, Florida
12 Statutes, is amended to read:
13 680.528 Lessor's damages for nonacceptance or
14 repudiation.--
15 (1) Except as otherwise provided with respect to
16 damages liquidated in the lease agreement (s. 680.504) or
17 otherwise determined pursuant to agreement of the parties (ss.
18 671.102(2)(3) and 580.503), if a lessor elects to retain the
19 goods or a lessor elects to dispose of the goods and the
20 disposition is by lease agreement that for any reason does not
21 qualify for treatment under s. 680.527(2), or is by sale or
22 otherwise, the lessor may recover from the lessee as damages a
23 default of the type described in s. 680.523(1) or (3)(a), or
24 if agreed, for other default of the lessee:
25 (a) Accrued and unpaid rent as of the date of default
26 if the lessee has never taken possession of the goods, or, if
27 the lessee has taken possession of the goods, as of the date
28 the lessor repossesses the goods or an earlier date on which
29 the lessee makes a tender of the goods to the lessor.
30 (b) The present value as of the date determined under
31 paragraph (a) of the total rent for the then remaining lease
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1 term of the original lease agreement minus the present value
2 as of the same date of the market rent at the place where the
3 goods were located on that date computed for the same lease
4 term.
5 (c) Any incidental damages allowed under s. 680.53,
6 less expenses saved in consequence of the lessee's default.
7 Section 38. Subsection (6) of section 713.901, Florida
8 Statutes, is amended to read:
9 713.901 Florida Uniform Federal Lien Registration
10 Act.--
11 (6) FEES.--The charges or fees of the Secretary of
12 State, with respect to a notice or certificate filed under
13 this section, or for searching records with respect thereto,
14 are:
15 (a) For filing any financing statement, $25 for the
16 first page, which fee shall include the cost of filing a
17 termination statement for the financing statement.
18 (b) For filing a continuation, release, amendment,
19 assignment, or any other writing permitted by chapter 679, $12
20 for the first page.
21 (c) For indexing by multiple debtors or secured
22 parties, $3 for each additional debtor or secured party.
23 (d) For each additional facing page attached to a
24 financing statement, continuation, release, amendment,
25 assignment, or any other writing, $3.
26 (e) For certifying any record, $10 for the first 10
27 file numbers certified and $10 for each subsequent group of 10
28 file numbers.
29 (f) For use, pursuant to s. 679.525(1)(d), of a
30 nonapproved form, $3 shall be the same as prescribed in s.
31 15.091.
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1
2 The charges or fees of the clerks of the circuit court with
3 respect to a notice or certificate filed under this section
4 shall be the same as prescribed in s. 28.24, relating to
5 instruments recorded in the official records.
6 Section 39. This act shall take effect January 1,
7 2007.
8
9
10 ================ T I T L E A M E N D M E N T ===============
11 And the title is amended as follows:
12 Delete everything before the enacting clause
13
14 and insert:
15 A bill to be entitled
16 An act relating to the Uniform Commercial
17 Code; amending s. 15.16, F.S.; removing
18 provision requiring certain records to be filed
19 with the Department of State; amending s.
20 285.20, F.S.; requiring the governing body of
21 the Seminole Tribe of Florida or the Miccosukee
22 Tribe of Indians to file certain records with
23 the central filing office; amending s. 671.101,
24 F.S.; providing scope of chapter and a short
25 title; amending s. 671.102, F.S.; authorizing
26 certain timeframes to be fixed by agreement;
27 amending s. 671.106, F.S.; making editorial
28 changes; amending s. 671.107, F.S.; providing
29 for the discharge of a claim or right under
30 certain circumstances; amending s. 671.201,
31 F.S.; providing, revising, and deleting
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1 definitions; amending ss. 671.202 and 671.203,
2 F.S.; making editorial changes; amending s.
3 671.204, F.S.; revising criteria determining
4 when an action is taken within a reasonable
5 time and seasonably; amending s. 671.205, F.S.;
6 defining "course of performance"; revising the
7 definition of "course of dealing"; providing
8 that course of performance and course of
9 dealing may be used for certain purposes;
10 revising uses for express terms of an
11 agreement; specifying when course of
12 performance, course of dealing, or usage of
13 trade prevails; providing that course of
14 performance is relevant to show a waiver or
15 modification in certain circumstances;
16 repealing s. 671.206, F.S., relating to statute
17 of frauds for kinds of personal property not
18 otherwise covered; amending s. 671.208, F.S.;
19 making editorial changes; creating s. 671.209,
20 F.S.; providing definitions; specifying when
21 notice, knowledge, or notification becomes
22 effective with the exercise of due diligence;
23 creating s. 671.210, F.S.; providing that
24 whenever the code creates certain presumptions,
25 the trier of fact must find the existence of
26 the fact presumed unless and until evidence is
27 introduced that supports a finding of its
28 nonexistence; creating s. 671.211, F.S.;
29 providing in what instances a person gives
30 value for rights; creating s. 671.212, F.S.;
31 providing that the code modifies, limits, and
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1 supersedes certain provisions of the federal
2 Electronic Signatures in Global and National
3 Commerce Act; creating s. 671.213, F.S.;
4 authorizing the subordination of certain
5 obligations; amending s. 671.301, F.S.;
6 revising the effective date of the act;
7 amending s. 679.5011, F.S.; requiring certain
8 financing statements to be filed with the
9 central filing office; authorizing the Florida
10 Secured Transaction Registry to certify a copy
11 of certain financing statements; providing the
12 admissability of such documents; amending s.
13 679.525, F.S.; reducing the amount of certain
14 processing fees; authorizing the registry to
15 use the fees collected to fund its operations;
16 amending s. 679.527, F.S., relating to the
17 Florida Secured Transaction Registry; revising
18 the duties of the Department of State;
19 providing requirements for a central filing
20 office; providing that the central filing
21 office shall be a private nongovernmental
22 entity and shall not be subject to the
23 provisions of law that apply to government
24 operations; amending s. 679.705, F.S.;
25 extending the time that a financing statement
26 filed under previous law is effective;
27 repealing s. 15.091, F.S., relating to
28 processing fees for filing certain statements
29 under ch. 679, F.S.; repealing s. 679.521,
30 F.S., relating to the uniform form of written
31 financing statements and amendments; repealing
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1 s. 679.526, F.S., relating to filing-office
2 rules; amending ss. 319.27, 559.9232, 563.022,
3 668.50, 670.106, 670.204, 675.102, 679.1021,
4 680.1031, 680.518, 680.519, 680.527, and
5 680.528, F.S.; conforming cross-references;
6 amending s. 713.901, F.S.; specifying fees
7 under the Florida Uniform Federal Lien
8 Registration Act previously provided through
9 cross-reference; reducing a fee and deleting a
10 cross-reference to conform to changes made by
11 the act; providing an effective date.
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
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