HB 151

1	A bill to be entitled
2	An act relating to the Uniform Commercial Code; amending
3	s. 671.101, F.S.; providing scope of chapter and a short
4	title; amending s. 671.102, F.S.; authorizing certain
5	timeframes to be fixed by agreement; amending s. 671.106,
6	F.S.; making editorial changes; amending s. 671.107, F.S.;
7	providing for the discharge of a claim or right under
8	certain circumstances; amending s. 671.201, F.S.;
9	providing, revising, and deleting definitions; amending
10	ss. 671.202 and 671.203, F.S.; making editorial changes;
11	amending s. 671.204, F.S.; revising criteria determining
12	when an action is taken within a reasonable time and
13	seasonably; amending s. 671.205, F.S.; defining "course of
14	performance"; revising the definition of "course of
15	dealing"; providing that course of performance and course
16	of dealing may be used for certain purposes; revising uses
17	for express terms of an agreement; specifying when course
18	of performance, course of dealing, or usage of trade
19	prevails; providing that course of performance is relevant
20	to show a waiver or modification in certain circumstances;
21	repealing s. 671.206, F.S., relating to statute of frauds
22	for kinds of personal property not otherwise covered;
23	amending s. 671.208, F.S.; making editorial changes;
24	creating s. 671.209, F.S.; providing definitions;
25	specifying when notice, knowledge, or notification becomes
26	effective with the exercise of due diligence; creating s.
27	671.21, F.S.; providing that whenever the code creates
28	certain presumptions, the trier of fact must find the
29	existence of the fact presumed unless evidence is
30	introduced which supports a finding of its nonexistence;
31	creating s. 671.211, F.S.; providing in what instances a
32	person gives value for rights; creating s. 671.212, F.S.;
33	providing that the code modifies, limits, and supersedes
34	certain provisions of the federal Electronic Signatures in
35	Global and National Commerce Act; creating s. 671.213,
36	F.S.; authorizing the subordination of certain
37	obligations; amending ss. 559.9232, 563.022, 668.50,
38	670.106, 670.204, 675.102, 680.518, 680.519, 680.527, and
39	680.528, F.S.; conforming cross-references; amending s.
40	713.901, F.S.; specifying fees under the Florida Uniform
41	Federal Lien Registration Act previously provided through
42	cross-reference; reducing a fee and deleting a cross-
43	reference to conform to changes made by the act; providing
44	an effective date.
45
46	Be It Enacted by the Legislature of the State of Florida:
47
48	Section 1.  Section 671.101, Florida Statutes, is amended
49	to read:
50	671.101  Short title; scope of chapter.--
51	(1)  Chapters 670-680 may be cited as the "Uniform
52	Commercial Code."
53	(2)  This chapter applies to a transaction to the extent
54	that it is governed by another chapter of this code and may be
55	cited as the "Uniform Commercial Code--General Provisions."
56	Section 2.  Section 671.102, Florida Statutes, is amended
57	to read:
58	671.102  Purposes; rules of construction; variation by
59	agreement.--
60	(1)  This code shall be liberally construed and applied to
61	promote its underlying purposes and policies, which.
62	(2)  Underlying purposes and policies of this code are:
63	(a)  To simplify, clarify, and modernize the law governing
64	commercial transactions.;
65	(b)  To permit the continued expansion of commercial
66	practices through custom, usage, and agreement of the parties.;
67	(c)  To make uniform the law among the various
68	jurisdictions.
69	(2)(a)(3)  Except as otherwise provided in this code, the
70	effect of provisions of this code may be varied by agreement.,
71	except as otherwise provided in this code and except that
72	(b)  The obligations of good faith, diligence,
73	reasonableness, and care prescribed by this code may not be
74	disclaimed by agreement, but the parties may by agreement
75	determine the standards by which the performance of such
76	obligations is to be measured if such standards are not
77	manifestly unreasonable. Whenever this code requires an action
78	to be taken within a reasonable time, a time that is not
79	manifestly unreasonable may be fixed by agreement.
80	(c)(4)  The presence in certain provisions of this code of
81	the words "unless otherwise agreed" or words of similar import
82	does not imply that the effect of other provisions may not be
83	varied by agreement under this subsection (3).
84	(3)(5)  In this code, unless the context otherwise
85	requires:
86	(a)  Words in the singular number include the plural, and
87	words in the plural include the singular.;
88	(b)  Gender-specific language includes the other gender and
89	neuter, and when the sense so indicates Words of either the
90	neuter gender also may refer to the other any gender.
91	Section 3.  Subsection (1) of section 671.106, Florida
92	Statutes, is amended to read:
93	671.106  Remedies to be liberally administered.--
94	(1)  The remedies provided by this code must shall be
95	liberally administered to the end that the aggrieved party may
96	be put in as good a position as if the other party had fully
97	performed, but neither consequential or special nor penal
98	damages may be had except as specifically provided in this code
99	or by other rule of law.
100	Section 4.  Section 671.107, Florida Statutes, is amended
101	to read:
102	671.107  Waiver or renunciation of claim or right after
103	breach.--A Any claim or right arising out of an alleged breach
104	can be discharged in whole or in part without consideration by
105	agreement of a written waiver or renunciation signed and
106	delivered by the aggrieved party in an authenticated record.
107	Section 5.  Section 671.201, Florida Statutes, is amended
108	to read:
109	671.201  General definitions.--Unless the context otherwise
110	requires, words or phrases defined in this section, or in the
111	additional definitions contained in other chapters of this code
112	which apply to particular chapters or parts thereof, have the
113	meanings stated. Subject to additional definitions contained in
114	other the subsequent chapters of this code which apply are
115	applicable to particular specific chapters or parts thereof, the
116	term and unless the context otherwise requires, in this code:
117	(1)  "Action," in the sense of a judicial proceeding,
118	includes recoupment, counterclaim, setoff, suit in equity, and
119	any other proceedings in which rights are determined.
120	(2)  "Aggrieved party" means a party entitled to pursue
121	resort to a remedy.
122	(3)  "Agreement," as distinguished from "contract," means
123	the bargain of the parties in fact, as found in their language
124	or inferred by implication from other circumstances, including
125	course of dealing, or usage of trade, or course of performance
126	as provided in this code (ss. 671.205 and 672.208). Whether an
127	agreement has legal consequences is determined by the provisions
128	of this code, if applicable; otherwise by the law of contracts
129	(s. 671.103). (Compare "contract.")
130	(4)  "Bank" means a any person engaged in the business of
131	banking and includes a savings bank, a savings and loan
132	association, a credit union, and a trust company.
133	(5)  "Bearer" means a the person in possession of a
134	negotiable an instrument, document of title, or certificated
135	security that is payable to bearer or indorsed in blank.
136	(6)  "Bill of lading" means a document evidencing the
137	receipt of goods for shipment issued by a person engaged in the
138	business of transporting or forwarding goods, and includes an
139	airbill. "Airbill" means a document serving for air
140	transportation as a bill of lading does for marine or rail
141	transportation, and includes an air consignment note or air
142	waybill.
143	(7)  "Branch" includes a separately incorporated foreign
144	branch of a bank.
145	(8)  "Burden of establishing" a fact means the burden of
146	persuading the triers of fact that the existence of the fact is
147	more probable than its nonexistence.
148	(9)  "Buyer in ordinary course of business" means a person
149	who, in ordinary course, buys goods in good faith, without
150	knowledge that the sale violates the rights of another person in
151	the goods, and in the ordinary course from a person, other than
152	a pawnbroker, in the business of selling goods of that kind. A
153	person buys goods in the ordinary course if the sale to the
154	person comports with the usual or customary practices in the
155	kind of business in which the seller is engaged or with the
156	seller's own usual or customary practices. A person who sells
157	oil, gas, or other minerals at the wellhead or minehead is a
158	person in the business of selling goods of that kind. A buyer in
159	the ordinary course of business may buy for cash, by exchange of
160	other property, or on secured or unsecured credit and may
161	acquire goods or documents of title under a preexisting contract
162	for sale. Only a buyer who takes possession of the goods or has
163	a right to recover the goods from the seller under chapter 672
164	may be a buyer in the ordinary course of business. "Buyer in
165	ordinary course of business" does not include a person who
166	acquires goods in a transfer in bulk or as security for or in
167	total or partial satisfaction of a money debt is not a buyer in
168	the ordinary course of business.
169	(10)  A term or clause is "Conspicuous," with reference to
170	a term, means when it is so written, displayed, or presented
171	that a reasonable person against whom it is to operate ought to
172	have noticed it. Whether a term is "conspicuous" is a decision
173	for the court. Conspicuous terms include the following:
174	(a)  A printed heading in capitals in a size equal to or
175	larger than that of the surrounding text or in a (as:
176	NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the
177	body of a form is conspicuous if it is in larger or other
178	contrasting type, font, or color in contrast to the surrounding
179	text of the same or lesser size.
180	(b)  Language in the body of a record or display in type
181	larger than that of the surrounding text; in a type, font, or
182	color in contrast to the surrounding text of the same size; or
183	set off from surrounding text of the same size by symbols or
184	other marks that call attention to the language. But in a
185	telegram any stated term is conspicuous. Whether a term or
186	clause is conspicuous or not is for decision by the court.
187	(11)  "Consumer" means an individual who enters into a
188	transaction primarily for personal, family, or household
189	purposes.
190	(12)(11)  "Contract," as distinguished from "agreement,"
191	means the total legal obligation that which results from the
192	parties' agreement as determined affected by this code and as
193	supplemented by any other applicable laws rules of law. (Compare
194	"agreement.")
195	(13)(12)  "Creditor" includes a general creditor, a secured
196	creditor, a lien creditor, and any representative of creditors,
197	including an assignee for the benefit of creditors, a trustee in
198	bankruptcy, a receiver in equity, and an executor or
199	administrator of an insolvent debtor's or assignor's estate.
200	(14)(13)  "Defendant" includes a person in the position of
201	defendant in a cross-action or counterclaim, cross-claim, or
202	third-party claim.
203	(15)(14)  "Delivery," with respect to an instrument
204	instruments, document documents of title, or chattel paper, or
205	certificated securities means voluntary transfer of possession.
206	(16)(15)  "Document of title" includes bill of lading, dock
207	warrant, dock receipt, warehouse receipt or order for the
208	delivery of goods, and also any other document that which in the
209	regular course of business or financing is treated as adequately
210	evidencing that the person in possession of it is entitled to
211	receive, hold, and dispose of the document and the goods it
212	covers. To be a document of title, a document must purport to be
213	issued by or addressed to a bailee and purport to cover goods in
214	the bailee's possession which are either identified or are
215	fungible portions of an identified mass.
216	(17)(16)  "Fault" means a default, breach, or wrongful act
217	or, omission or breach.
218	(18)(17)  "Fungible goods" with respect to goods or
219	securities means:
220	(a)  Goods or securities of which any unit is, by nature or
221	usage of trade, is the equivalent of any other like unit; or.
222	(b)  Goods which are not fungible shall be deemed fungible
223	for the purposes of this code to the extent that, by under a
224	particular agreement, or document unlike units are treated as
225	equivalents.
226	(19)(18)  "Genuine" means free of forgery or
227	counterfeiting.
228	(20)(19)  "Good faith," except as otherwise provided in
229	this code, means honesty in fact and in the observance of
230	reasonable commercial standards of fair dealing conduct or
231	transaction concerned.
232	(21)(20)  "Holder," with respect to a negotiable
233	instrument, means:
234	(a)  The person in possession of a negotiable if the
235	instrument that is payable either to bearer or, in the case of
236	an instrument payable to an identified person that is, if the
237	identified person is in possession; or. "Holder," with respect
238	to a document of title, means
239	(b)  The person in possession of a document of title if the
240	goods are deliverable either to bearer or to the order of the
241	person in possession.
242	(21)  To "honor" is to pay or to accept and pay, or where a
243	credit so engages to purchase or discount a draft complying with
244	the terms of the credit.
245	(22)  "Insolvency proceeding proceedings" includes an any
246	assignment for the benefit of creditors or other proceeding
247	proceedings intended to liquidate or rehabilitate the estate of
248	the person involved.
249	(23)  A person is "Insolvent" means:
250	(a)  Having who either has ceased to pay his or her debts
251	in the ordinary course of business other than as a result of a
252	bona fide dispute;
253	(b)  Being unable to or cannot pay his or her debts as they
254	become due; or
255	(c)  Being is insolvent within the meaning of the Federal
256	Bankruptcy Law.
257	(24)  "Money" means a medium of exchange currently
258	authorized or adopted by a domestic or foreign government. The
259	term and includes a monetary unit of account established by an
260	intergovernmental organization or by agreement between two or
261	more countries nations.
262	(25)  A person has "notice" of a fact when
263	(a)  He or she has actual knowledge of it; or
264	(b)  He or she has received a notice or notification of it;
265	or
266	(c)  From all the facts and circumstances known to the
267	person at the time in question he or she has reason to know that
268	it exists.
269
270	A person "knows" or has "knowledge" of a fact when he or she has
271	actual knowledge of it. "Discover" or "learn" or a word or
272	phrase of similar import refers to knowledge rather than to
273	reason to know. The time and circumstances under which a notice
274	or notification may cease to be effective are not determined by
275	this code.
276	(26)  A person "notifies" or "gives" a notice or
277	notification to another by taking such steps as may be
278	reasonably required to inform the other in ordinary course
279	whether or not such other actually comes to know of it. A person
280	"receives" a notice or notification when
281	(a)  It comes to his or her attention; or
282	(b)  It is duly delivered at the place of business through
283	which the contract was made or at any other place held out by
284	the person as the place for receipt of such communications.
285	(27)  Notice, knowledge or a notice or notification
286	received by an organization is effective for a particular
287	transaction from the time when it is brought to the attention of
288	the individual conducting that transaction, and in any event
289	from the time when it would have been brought to his or her
290	attention if the organization had exercised due diligence. An
291	organization exercises due diligence if it maintains reasonable
292	routines for communicating significant information to the person
293	conducting the transaction and there is reasonable compliance
294	with the routines. Due diligence does not require an individual
295	acting for the organization to communicate information unless
296	such communication is part of his or her regular duties or
297	unless the individual has reason to know of the transaction and
298	that the transaction would be materially affected by the
299	information.
300	(25)(28)  "Organization" means a person other than an
301	individual includes a corporation, government or governmental
302	subdivision or agency, business trust, estate, trust,
303	partnership or association, two or more persons having a joint
304	or common interest, or any other legal or commercial entity.
305	(26)(29)  "Party," as distinguished distinct from "third
306	party," means a person who has engaged in a transaction or made
307	an agreement subject to within this code.
308	(27)(30)  "Person" means includes an individual;
309	corporation; business trust; estate; trust; partnership; limited
310	liability company; association; joint venture; government;
311	governmental subdivision, agency, or instrumentality; public
312	corporation; or any other legal or commercial entity or an
313	organization (see s. 671.102).
314	(28)  "Present value" means the amount as of a date certain
315	of one or more sums payable in the future, discounted to the
316	date certain by use of either an interest rate specified by the
317	parties if that rate is not manifestly unreasonable at the time
318	the transaction is entered into or, if an interest rate is not
319	so specified, a commercially reasonable rate that takes into
320	account the facts and circumstances at the time the transaction
321	is entered into.
322	(31)  "Presumption" or "presumed" means that the trier of
323	fact must find the existence of the fact presumed unless and
324	until evidence is introduced which would support a finding of
325	its nonexistence.
326	(29)(32)  "Purchase" means includes taking by sale, lease,
327	discount, negotiation, mortgage, pledge, lien, security
328	interest, issue or reissue, gift, or any other voluntary
329	transaction creating an interest in property.
330	(30)(33)  "Purchaser" means a person who takes by purchase.
331	(31)  "Record" means information that is inscribed on a
332	tangible medium or that is stored in an electronic or other
333	medium and is retrievable in perceivable form.
334	(32)(34)  "Remedy" means any remedial right to which an
335	aggrieved party is entitled with or without resort to a
336	tribunal.
337	(33)(35)  "Representative" means a person empowered to act
338	for another, including includes an agent, an officer of a
339	corporation or association, and a trustee, executor, or
340	administrator of an estate, or any other person empowered to act
341	for another.
342	(34)(36)  "Right Rights" includes "remedy remedies."
343	(35)(37)  "Security interest" means an interest in personal
344	property or fixtures which secures payment or performance of an
345	obligation. "Security interest" The term also includes any
346	interest of a consignor and a buyer of accounts, chattel paper,
347	a payment intangible, or a promissory note in a transaction that
348	which is subject to chapter 679. "Security interest" does not
349	include the special property interest of a buyer of goods on
350	identification of those goods to a contract for sale under s.
351	672.401 is not a security interest, but a buyer may also acquire
352	a security interest by complying with chapter 679. Except as
353	otherwise provided in s. 672.505, the right of a seller or
354	lessor of goods under chapter 672 or chapter 680 to retain or
355	acquire possession of the goods is not a security interest, but
356	a seller or lessor may also acquire a security interest by
357	complying with chapter 679. The retention or reservation of
358	title by a seller of goods, notwithstanding shipment or delivery
359	to the buyer under (s. 672.401), is limited in effect to a
360	reservation of a security interest. Whether a transaction in the
361	form of a lease creates a lease or security interest is
362	determined by the facts of each case; however:
363	(a)  A transaction in the form of a lease creates a
364	security interest if the consideration that the lessee is to pay
365	the lessor for the right to possession and use of the goods is
366	an obligation for the term of the lease not subject to
367	termination by the lessee, and:;
368	1.  The original term of the lease is equal to or greater
369	than the remaining economic life of the goods;
370	2.  The lessee is bound to renew the lease for the
371	remaining economic life of the goods or is bound to become the
372	owner of the goods;
373	3.  The lessee has an option to renew the lease for the
374	remaining economic life of the goods for no additional
375	consideration or nominal additional consideration upon
376	compliance with the lease agreement; or
377	4.  The lessee has an option to become the owner of the
378	goods for no additional consideration or nominal additional
379	consideration upon compliance with the lease agreement.
380	(b)  A transaction does not create a security interest
381	merely because it provides that:
382	1.  The present value of the consideration the lessee is
383	obligated to pay the lessor for the right to possession and use
384	of the goods is substantially equal to or is greater than the
385	fair market value of the goods at the time the lease is entered
386	into;
387	2.  The lessee assumes the risk of loss of the goods or
388	agrees to pay taxes; insurance; filing, recording, or
389	registration fees; or service or maintenance costs with respect
390	to the goods;
391	3.  The lessee agrees to pay, with respect to the goods,
392	taxes; insurance; filing, recording, or registration fees; or
393	service or maintenance costs;
394	4.3.  The lessee has an option to renew the lease or to
395	become the owner of the goods;
396	5.4.  The lessee has an option to renew the lease for a
397	fixed rent that is equal to or greater than the reasonably
398	predictable fair market rent for the use of the goods for the
399	term of the renewal at the time the option is to be performed;
400	or
401	6.5.  The lessee has an option to become the owner of the
402	goods for a fixed price that is equal to or greater than the
403	reasonably predictable fair market value of the goods at the
404	time the option is to be performed.
405	(c)  For purposes of this subsection:
406	1.  Additional consideration is not nominal if it is less
407	than the lessee's reasonably predictable cost of performing
408	under the lease agreement if the option is not exercised.
409	Additional consideration is not nominal if:,
410	1.  When the option to renew the lease is granted to the
411	lessee, the rent is stated to be the fair market rent for the
412	use of the goods for the term of the renewal determined at the
413	time the option is to be performed; or if,
414	2.  When the option to become the owner of the goods is
415	granted to the lessee, the price is stated to be the fair market
416	value of the goods determined at the time the option is to be
417	performed. Additional consideration is nominal if it is less
418	than the lessee's reasonably predictable cost of performing
419	under the lease agreement if the option is not exercised.
420	(d)2.  The "Reasonably predictable" and "remaining economic
421	life of the goods" and "reasonably predictable" fair market
422	rent, fair market value, or cost of performing under the lease
423	agreement must are to be determined with reference to the facts
424	and circumstances at the time the transaction is entered into.
425	3.  "Present value" means the amount as of a date certain
426	of one or more sums payable in the future, discounted to the
427	date certain. The discount is determined by the interest rate
428	specified by the parties if the rate is not manifestly
429	unreasonable at the time the transaction is entered into;
430	otherwise, the discount is determined by a commercially
431	reasonable rate that takes into account the facts and
432	circumstances of each case at the time the transaction was
433	entered into.
434	(36)(38)  "Send," in connection with a any writing, record,
435	or notice, means:
436	(a)  To deposit in the mail or deliver for transmission by
437	any other usual means of communication with postage or cost of
438	transmission provided for and properly addressed and, in the
439	case of an instrument, to an address specified thereon or
440	otherwise agreed, or, if there be none, to any address
441	reasonable under the circumstances; or.
442	(b)  In any other way to cause to be received The receipt
443	of any record writing or notice within the time at which it
444	would have arrived if properly sent has the effect of a proper
445	sending.
446	(37)(39)  "Signed" means bearing includes any symbol
447	executed or adopted by a party with present intention to adopt
448	or accept authenticate a writing.
449	(38)  "State" means a state of the United States, the
450	District of Columbia, Puerto Rico, the United States Virgin
451	Islands, or any territory or insular possession subject to the
452	jurisdiction of the United States.
453	(39)(40)  "Surety" includes a guarantor or other secondary
454	obligor.
455	(41)  "Telegram" includes a message transmitted by radio,
456	teletype, cable, any mechanical method of transmission, or the
457	like.
458	(40)(42)  "Term" means a that portion of an agreement which
459	relates to a particular matter.
460	(41)(43)  "Unauthorized" signature" means a signature one
461	made without actual, implied, or apparent authority. The term
462	and includes a forgery.
463	(44)  "Value." Except as otherwise provided with respect to
464	negotiable instruments and bank collections (ss. 673.3031,
465	674.2101, and 674.2111), a person gives value for rights if he
466	or she acquires them:
467	(a)  In return for a binding commitment to extend credit or
468	for the extension of immediately available credit whether or not
469	drawn upon and whether or not a charge-back is provided for in
470	the event of difficulties in collection;
471	(b)  As security for or in total or partial satisfaction of
472	a preexisting claim;
473	(c)  By accepting delivery pursuant to a preexisting
474	contract for purchase; or
475	(d)  Generally, in return for any consideration sufficient
476	to support a simple contract.
477	(42)(45)  "Warehouse receipt" means a written receipt or an
478	electronic notification of receipt issued by a person engaged in
479	the business of storing goods for hire.
480	(43)(46)  "Written" or "Writing" includes printing,
481	typewriting, or any other intentional reduction to tangible
482	form. "Written" has a corresponding meaning.
483	Section 6.  Section 671.202, Florida Statutes, is amended
484	to read:
485	671.202  Prima facie evidence by third-party documents.--A
486	document in due form purporting to be a bill of lading, policy
487	or certificate of insurance, official weigher's or inspector's
488	certificate, consular invoice, or any other document authorized
489	or required by the contract to be issued by a third party is
490	shall be prima facie evidence of its own authenticity and
491	genuineness and of the facts stated in the document by the third
492	party.
493	Section 7.  Section 671.203, Florida Statutes, is amended
494	to read:
495	671.203  Obligation of good faith.--Every contract or duty
496	within this code imposes an obligation of good faith in its
497	performance and or enforcement.
498	Section 8.  Section 671.204, Florida Statutes, is amended
499	to read:
500	671.204  Actions taken within Time; reasonable time;
501	"seasonably."--
502	(1)  Whether a time for taking an action required by
503	Whenever this code is requires any action to be taken within a
504	reasonable time, any time which is not manifestly unreasonable
505	may be fixed by agreement.
506	(2)  What is a reasonable time for taking any action
507	depends on the nature, purpose, and circumstances of the such
508	action.
509	(2)(3)  An action is taken "seasonably" if when it is taken
510	at or within the time agreed or, if no time is agreed, at or
511	within a reasonable time.
512	Section 9.  Section 671.205, Florida Statutes, is amended
513	to read:
514	671.205  Course of performance; course of dealing; and
515	usage of trade.--
516	(1)  A "course of performance" is a sequence of conduct
517	between the parties to a particular transaction that exists if:
518	(a)  The agreement of the parties with respect to the
519	transaction involves repeated occasions for performance by a
520	party; and
521	(b)  The other party, with knowledge of the nature of the
522	performance and opportunity for objection to it, accepts the
523	performance or acquiesces in it without objection.
524	(2)(1)  A "course of dealing" is a sequence of previous
525	conduct concerning previous transactions between the parties to
526	a particular transaction which is fairly to be regarded as
527	establishing a common basis of understanding for interpreting
528	their expressions and other conduct.
529	(3)(2)  A "usage of trade" is any practice or method of
530	dealing having such regularity of observance in a place,
531	vocation, or trade as to justify an expectation that it will be
532	observed with respect to the transaction in question. The
533	existence and scope of such a usage are to be proved as facts.
534	If it is established that such a usage is embodied in a written
535	trade code or similar record, writing the interpretation of the
536	record writing is a question of law for the court.
537	(4)(3)  A course of performance or a course of dealing
538	between the parties or and any usage of trade in the vocation or
539	trade in which they are engaged or of which they are or should
540	be aware is relevant in ascertaining the give particular meaning
541	of the parties' to and supplement or qualify terms of an
542	agreement, may give particular meaning to specific terms of the
543	agreement, and may supplement or qualify the terms of the
544	agreement. A usage of trade applicable in the place in which
545	part of the performance under the agreement is to occur may be
546	so utilized as to that part of the performance.
547	(5)(4)  Except as otherwise provided in subsection (6), the
548	express terms of an agreement and any an applicable course of
549	performance, course of dealing, or usage of trade must shall be
550	construed whenever wherever reasonable as consistent with each
551	other. If; but when such a construction is unreasonable:
552	(a)  Express terms prevail over control both course of
553	performance, course of dealing, and usage of trade;
554	(b)  Course of performance prevails over course of dealing
555	and usage of trade; and
556	(c)  Course of dealing prevails over controls usage of
557	trade.
558	(6)  A course of performance is relevant to show a waiver
559	or modification of any term inconsistent with the course of
560	performance.
561	(5)  An applicable usage of trade in the place where any
562	part of performance is to occur shall be used in interpreting
563	the agreement as to that part of the performance.
564	(7)(6)  Evidence of a relevant usage of trade offered by
565	one party is not admissible unless that party and until he or
566	she has given the other party such notice that as the court
567	finds sufficient to prevent unfair surprise to the other party
568	latter.
569	Section 10.  Section 671.206, Florida Statutes, is
570	repealed.
571	Section 11.  Section 671.208, Florida Statutes, is amended
572	to read:
573	671.208  Option to accelerate at will.--A term providing
574	that one party or the party's successor in interest may
575	accelerate payment or performance or require collateral or
576	additional collateral "at will" or "when she or he deems herself
577	or himself insecure" or in words of similar import must shall be
578	construed to mean that she or he has shall have power to do so
579	only if she or he in good faith believes that the prospect of
580	payment or performance is impaired. The burden of establishing
581	lack of good faith is on the party against whom the power has
582	been exercised.
583	Section 12.  Section 671.209, Florida Statutes, is created
584	to read:
585	671.209  Notice; knowledge.--
586	(1)  Subject to subsection (6), a person has "notice" of a
587	fact if the person:
588	(a)  Has actual knowledge of it;
589	(b)  Has received a notice or notification of it; or
590	(c)  From all the facts and circumstances known to the
591	person at the time in question, has reason to know that it
592	exists.
593	(2)  "Knowledge" means actual knowledge. "Knows" has a
594	corresponding meaning.
595	(3)  "Discover," "learn," or words of similar import refer
596	to knowledge rather than to reason to know.
597	(4)  A person "notifies" or "gives a notice or notification
598	to" another person by taking such steps as may be reasonably
599	required to inform the other person in ordinary course,
600	regardless of whether the other person actually comes to know of
601	it.
602	(5)  Subject to subsection (6), a person "receives" a
603	notice or notification when:
604	(a)  It comes to that person's attention; or
605	(b)  It is duly delivered in a form reasonable under the
606	circumstances at the place of business through which the
607	contract was made or at another location held out by that person
608	as the place for receipt of such communications.
609	(6)  Notice, knowledge, or a notice or notification
610	received by an organization is effective for a particular
611	transaction from the time it is brought to the attention of the
612	person conducting that transaction and, in any event, from the
613	time it would have been brought to the person's attention if the
614	organization had exercised due diligence. An organization
615	exercises due diligence if it maintains reasonable routines for
616	communicating significant information to the person conducting
617	the transaction and there is reasonable compliance with the
618	routines. Due diligence does not require an individual acting
619	for the organization to communicate information unless the
620	communication is part of the individual's regular duties or the
621	individual has reason to know of the transaction and that the
622	transaction would be materially affected by the information.
623	Section 13.  Section 671.21, Florida Statutes, is created
624	to read:
625	671.21  Presumptions.--Whenever this code creates a
626	"presumption" with respect to a fact or provides that a fact is
627	"presumed," the trier of fact must find the existence of the
628	fact presumed unless evidence is introduced which supports a
629	finding of its nonexistence.
630	Section 14.  Section 671.211, Florida Statutes, is created
631	to read:
632	671.211  Value.--Except as otherwise provided with respect
633	to negotiable instruments and bank collections as provided in
634	ss. 673.3031, 674.2101, and 674.2111, a person gives value for
635	rights if the person acquires them:
636	(1)  In return for a binding commitment to extend credit or
637	for the extension of immediately available credit whether or not
638	drawn upon and whether or not a charge-back is provided for in
639	the event of difficulties in collection;
640	(2)  As security for, or in total or partial satisfaction
641	of, a preexisting claim;
642	(3)  By accepting delivery under a preexisting contract for
643	purchase; or
644	(4)  In return for any consideration sufficient to support
645	a simple contract.
646	Section 15.  Section 671.212, Florida Statutes, is created
647	to read:
648	671.212  Relation to Electronic Signatures in Global and
649	National Commerce Act.--This code modifies, limits, and
650	supersedes the federal Electronic Signatures in Global and
651	National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that
652	nothing in this code modifies, limits, or supersedes s. 7001(c)
653	of that act or authorizes electronic delivery of any of the
654	notices described in s. 7003(b) of that act.
655	Section 16.  Section 671.213, Florida Statutes, is created
656	to read:
657	671.213  Subordinated obligations.--An obligation may be
658	issued as subordinated to performance of another obligation of
659	the person obligated, or a creditor may subordinate its right to
660	performance of an obligation by agreement with either the person
661	obligated or another creditor of the person obligated.
662	Subordination does not create a security interest as against
663	either the common debtor or a subordinated creditor.
664	Section 17.  Subsection (2) of section 559.9232, Florida
665	Statutes, is amended to read:
666	559.9232  Definitions; exclusion of rental-purchase
667	agreements from certain regulations.--
668	(2)  A rental-purchase agreement that complies with this
669	act shall not be construed to be, nor be governed by, any of the
670	following:
671	(a)  A lease or agreement that which constitutes a credit
672	sale as defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of
673	the federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.;
674	(b)  A lease that which constitutes a "consumer lease" as
675	defined in 12 C.F.R. s. 213.2(a)(6);
676	(c)  Any lease for agricultural, business, or commercial
677	purposes;
678	(d)  Any lease made to an organization;
679	(e)  A lease or agreement that which constitutes a "retail
680	installment contract" or "retail installment transaction" as
681	those terms are defined in s. 520.31; or
682	(f)  A security interest as defined in s. 671.201(35) s.
683	671.201(37).
684	Section 18.  Paragraph (g) of subsection (2) of section
685	563.022, Florida Statutes, is amended to read:
686	563.022  Relations between beer distributors and
687	manufacturers.--
688	(2)  DEFINITIONS.--In construing this section, unless the
689	context otherwise requires, the word, phrase, or term:
690	(g)  "Good faith" means honesty in fact in the conduct or
691	transaction concerned as defined and interpreted under s.
692	671.201(20) s. 671.201(19).
693	Section 19.  Paragraph (b) of subsection (3) and paragraph
694	(d) of subsection (16) of section 668.50, Florida Statutes, are
695	amended to read:
696	668.50  Uniform Electronic Transaction Act.--
697	(3)  SCOPE.--
698	(b)  This section does not apply to a transaction to the
699	extent the transaction is governed by:
700	1.  A provision of law governing the creation and execution
701	of wills, codicils, or testamentary trusts;
702	2.  The Uniform Commercial Code other than s. ss. 671.107
703	and 671.206 and chapters 672 and 680;
704	3.  The Uniform Computer Information Transactions Act; or
705	4.  Rules relating to judicial procedure.
706	(16)  TRANSFERABLE RECORDS.--
707	(d)  Except as otherwise agreed, a person having control of
708	a transferable record is the holder, as defined in s.
709	671.201(21) s. 671.201(20), of the transferable record and has
710	the same rights and defenses as a holder of an equivalent record
711	or writing under the Uniform Commercial Code, including, if the
712	applicable statutory requirements under s. 673.3021, s. 677.501,
713	or s. 679.308 are satisfied, the rights and defenses of a holder
714	in due course, a holder to which a negotiable document of title
715	has been duly negotiated, or a purchaser, respectively.
716	Delivery, possession, and indorsement are not required to obtain
717	or exercise any of the rights under this paragraph.
718	Section 20.  Subsection (1) of section 670.106, Florida
719	Statutes, is amended to read:
720	670.106  Time payment order is received.--
721	(1)  The time of receipt of a payment order or
722	communication canceling or amending a payment order is
723	determined by the rules applicable to receipt of a notice stated
724	in s. 671.209 s. 671.201(27). A receiving bank may fix a cut-off
725	time or times on a funds-transfer business day for the receipt
726	and processing of payment orders and communications canceling or
727	amending payment orders. Different cut-off times may apply to
728	payment orders, cancellations, or amendments or to different
729	categories of payment orders, cancellations, or amendments. A
730	cut-off time may apply to senders generally, or different cut-
731	off times may apply to different senders or categories of
732	payment orders. If a payment order or communication canceling or
733	amending a payment order is received after the close of a funds-
734	transfer business day or after the appropriate cut-off time on a
735	funds-transfer business day, the receiving bank may treat the
736	payment order or communication as received at the opening of the
737	next funds-transfer business day.
738	Section 21.  Subsection (2) of section 670.204, Florida
739	Statutes, is amended to read:
740	670.204  Refund of payment and duty of customer to report
741	with respect to unauthorized payment order.--
742	(2)  Reasonable time under subsection (1) may be fixed by
743	agreement as stated in s. 671.204(1), but the obligation of a
744	receiving bank to refund payment as stated in subsection (1) may
745	not otherwise be varied by agreement.
746	Section 22.  Subsection (3) of section 675.102, Florida
747	Statutes, is amended to read:
748	675.102  Scope.--
749	(3)  With the exception of this subsection, subsections (1)
750	and (4), ss. 675.103(1)(i) and (j), 675.106(4), and 675.114(4),
751	and except to the extent prohibited in ss. 671.102(2) ss.
752	671.102(3) and 675.117(4), the effect of this chapter may be
753	varied by agreement or by a provision stated or incorporated by
754	reference in an undertaking. A term in an agreement or
755	undertaking generally excusing liability or generally limiting
756	remedies for failure to perform obligations is not sufficient to
757	vary obligations prescribed by this chapter.
758	Section 23.  Subsection (2) of section 680.518, Florida
759	Statutes, is amended to read:
760	680.518  Cover; substitute goods.--
761	(2)  Except as otherwise provided with respect to damages
762	liquidated in the lease agreement (s. 680.504) or otherwise
763	determined pursuant to agreement of the parties (ss. 671.102(2)
764	ss. 671.102(3) and 680.503), if a lessee's cover is by lease
765	agreement substantially similar to the original lease agreement
766	and the new lease agreement is made in good faith and in a
767	commercially reasonable manner, the lessee may recover from the
768	lessor as damages:
769	(a)  The present value, as of the date of the commencement
770	of the term of the new lease agreement, of the rent under the
771	new lease agreement and applicable to that period of the new
772	lease term which is comparable to the then remaining term of the
773	original lease agreement minus the present value as of the same
774	date of the total rent for the then remaining lease term of the
775	original lease agreement; and
776	(b)  Any incidental or consequential damages, less expenses
777	saved in consequence of the lessor's default.
778	Section 24.  Subsection (1) of section 680.519, Florida
779	Statutes, is amended to read:
780	680.519  Lessee's damages for nondelivery, repudiation,
781	default, or breach of warranty in regard to accepted goods.--
782	(1)  Except as otherwise provided with respect to damages
783	liquidated in the lease agreement (s. 680.504) or otherwise
784	determined pursuant to agreement of the parties (ss. 671.102(2)
785	ss. 671.102(3) and 680.503), if a lessee elects not to cover or
786	a lessee elects to cover and the cover is by lease agreement,
787	whether or not the lease agreement qualifies for treatment under
788	s. 680.518(2), or is by purchase or otherwise, the measure of
789	damages for nondelivery or repudiation by the lessor or for
790	rejection or revocation of acceptance by the lessee is the
791	present value, as of the date of the default, of the then market
792	rent minus the present value as of the same date of the original
793	rent, computed for the remaining lease term of the original
794	lease agreement, together with incidental and consequential
795	damages, less expenses saved in consequence of the lessor's
796	default.
797	Section 25.  Subsection (2) of section 680.527, Florida
798	Statutes, is amended to read:
799	680.527  Lessor's rights to dispose of goods.--
800	(2)  Except as otherwise provided with respect to damages
801	liquidated in the lease agreement (s. 680.504) or otherwise
802	determined pursuant to agreement of the parties (ss. 671.102(2)
803	ss. 671.102(3) and 680.503), if the disposition is by lease
804	agreement substantially similar to the original lease agreement
805	and the new lease agreement is made in good faith and in a
806	commercially reasonable manner, the lessor may recover from the
807	lessee as damages:
808	(a)  Accrued and unpaid rent as of the date of the
809	commencement of the term of the new lease agreement;
810	(b)  The present value, as of the same date, of the
811	commencement of the term of the new lease agreement of the total
812	rent for the then remaining lease term of the original lease
813	agreement minus the present value, as of the same date, of the
814	rent under the new lease agreement applicable to that period of
815	the new lease term which is comparable to the then remaining
816	term of the original lease agreement; and
817	(c)  Any incidental damages allowed under s. 680.53, less
818	expenses saved in consequence of the lessee's default.
819	Section 26.  Subsection (1) of section 680.528, Florida
820	Statutes, is amended to read:
821	680.528  Lessor's damages for nonacceptance or
822	repudiation.--
823	(1)  Except as otherwise provided with respect to damages
824	liquidated in the lease agreement (s. 680.504) or otherwise
825	determined pursuant to agreement of the parties (ss. 671.102(2)
826	ss. 671.102(3) and 580.503), if a lessor elects to retain the
827	goods or a lessor elects to dispose of the goods and the
828	disposition is by lease agreement that for any reason does not
829	qualify for treatment under s. 680.527(2), or is by sale or
830	otherwise, the lessor may recover from the lessee as damages a
831	default of the type described in s. 680.523(1) or (3)(a), or if
832	agreed, for other default of the lessee:
833	(a)  Accrued and unpaid rent as of the date of default if
834	the lessee has never taken possession of the goods, or, if the
835	lessee has taken possession of the goods, as of the date the
836	lessor repossesses the goods or an earlier date on which the
837	lessee makes a tender of the goods to the lessor.
838	(b)  The present value as of the date determined under
839	paragraph (a) of the total rent for the then remaining lease
840	term of the original lease agreement minus the present value as
841	of the same date of the market rent at the place where the goods
842	were located on that date computed for the same lease term.
843	(c)  Any incidental damages allowed under s. 680.53, less
844	expenses saved in consequence of the lessee's default.
845	Section 27.  Subsection (6) of section 713.901, Florida
846	Statutes, is amended to read:
847	713.901  Florida Uniform Federal Lien Registration Act.--
848	(6)  FEES.--The charges or fees of the Secretary of State,
849	with respect to a notice or certificate filed under this
850	section, or for searching records with respect thereto, are:
851	(a)  For filing any financing statement, $25 for the first
852	page, which fee shall include the cost of filing a termination
853	statement for the financing statement.
854	(b)  For filing a continuation, release, amendment,
855	assignment, or any other writing permitted by chapter 679, $12
856	for the first page.
857	(c)  For indexing by multiple debtors or secured parties,
858	$3 for each additional debtor or secured party.
859	(d)  For each additional facing page attached to a
860	financing statement, continuation, release, amendment,
861	assignment, or any other writing, $3.
862	(e)  For certifying any record, $10 for the first 10 file
863	numbers certified and $10 for each subsequent group of 10 file
864	numbers.
865	(f)  For use, pursuant to s. 679.525(1)(d), of a
866	nonapproved form, $3 shall be the same as prescribed in s.
867	15.091.
868
869	The charges or fees of the clerks of the circuit court with
870	respect to a notice or certificate filed under this section
871	shall be the same as prescribed in s. 28.24, relating to
872	instruments recorded in the official records.
873	Section 28.  This act shall take effect January 1, 2008.

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