CS/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	679.525, F.S.; deleting the filing fees for electronically
41	filing a financing statement or an amendment thereto;
42	amending s. 713.901, F.S.; providing charges and fees of
43	the Secretary of State with respect to notices or
44	certificates filed under the Florida Uniform Federal Lien
45	Registration Act; deleting a cross-reference to conform to
46	changes made by the act; repealing s. 15.091, F.S.,
47	relating to processing fees for filings of financial
48	statements and other written documents under the Uniform
49	Commercial Code; providing an effective date.
50
51	Be It Enacted by the Legislature of the State of Florida:
52
53	Section 1.  Section 671.101, Florida Statutes, is amended
54	to read:
55	671.101  Short title; scope of chapter.--
56	(1)  Chapters 670-680 may be cited as the "Uniform
57	Commercial Code."
58	(2)  This chapter applies to a transaction to the extent
59	that it is governed by another chapter of this code and may be
60	cited as the "Uniform Commercial Code--General Provisions."
61	Section 2.  Section 671.102, Florida Statutes, is amended
62	to read:
63	671.102  Purposes; rules of construction; variation by
64	agreement.--
65	(1)  This code shall be liberally construed and applied to
66	promote its underlying purposes and policies, which.
67	(2)  Underlying purposes and policies of this code are:
68	(a)  To simplify, clarify, and modernize the law governing
69	commercial transactions.;
70	(b)  To permit the continued expansion of commercial
71	practices through custom, usage, and agreement of the parties.;
72	(c)  To make uniform the law among the various
73	jurisdictions.
74	(2)(a)(3)  Except as otherwise provided in this code, the
75	effect of provisions of this code may be varied by agreement.,
76	except as otherwise provided in this code and except that
77	(b)  The obligations of good faith, diligence,
78	reasonableness, and care prescribed by this code may not be
79	disclaimed by agreement, but the parties may by agreement
80	determine the standards by which the performance of such
81	obligations is to be measured if such standards are not
82	manifestly unreasonable. Whenever this code requires an action
83	to be taken within a reasonable time, a time that is not
84	manifestly unreasonable may be fixed by agreement.
85	(c)(4)  The presence in certain provisions of this code of
86	the words "unless otherwise agreed" or words of similar import
87	does not imply that the effect of other provisions may not be
88	varied by agreement under this subsection (3).
89	(3)(5)  In this code, unless the context otherwise
90	requires:
91	(a)  Words in the singular number include the plural, and
92	words in the plural include the singular.;
93	(b)  Gender-specific language includes the other gender and
94	neuter, and when the sense so indicates Words of either the
95	neuter gender also may refer to the other any gender.
96	Section 3.  Subsection (1) of section 671.106, Florida
97	Statutes, is amended to read:
98	671.106  Remedies to be liberally administered.--
99	(1)  The remedies provided by this code must shall be
100	liberally administered to the end that the aggrieved party may
101	be put in as good a position as if the other party had fully
102	performed, but neither consequential or special nor penal
103	damages may be had except as specifically provided in this code
104	or by other rule of law.
105	Section 4.  Section 671.107, Florida Statutes, is amended
106	to read:
107	671.107  Waiver or renunciation of claim or right after
108	breach.--A Any claim or right arising out of an alleged breach
109	can be discharged in whole or in part without consideration by
110	agreement of a written waiver or renunciation signed and
111	delivered by the aggrieved party in an authenticated record.
112	Section 5.  Section 671.201, Florida Statutes, is amended
113	to read:
114	671.201  General definitions.--Unless the context otherwise
115	requires, words or phrases defined in this section, or in the
116	additional definitions contained in other chapters of this code
117	which apply to particular chapters or parts thereof, have the
118	meanings stated. Subject to additional definitions contained in
119	other the subsequent chapters of this code which apply are
120	applicable to particular specific chapters or parts thereof, the
121	term and unless the context otherwise requires, in this code:
122	(1)  "Action," in the sense of a judicial proceeding,
123	includes recoupment, counterclaim, setoff, suit in equity, and
124	any other proceedings in which rights are determined.
125	(2)  "Aggrieved party" means a party entitled to pursue
126	resort to a remedy.
127	(3)  "Agreement," as distinguished from "contract," means
128	the bargain of the parties in fact, as found in their language
129	or inferred by implication from other circumstances, including
130	course of dealing, or usage of trade, or course of performance
131	as provided in this code (ss. 671.205 and 672.208). Whether an
132	agreement has legal consequences is determined by the provisions
133	of this code, if applicable; otherwise by the law of contracts
134	(s. 671.103). (Compare "contract.")
135	(4)  "Bank" means a any person engaged in the business of
136	banking and includes a savings bank, a savings and loan
137	association, a credit union, and a trust company.
138	(5)  "Bearer" means a the person in possession of a
139	negotiable an instrument, document of title, or certificated
140	security that is payable to bearer or indorsed in blank.
141	(6)  "Bill of lading" means a document evidencing the
142	receipt of goods for shipment issued by a person engaged in the
143	business of transporting or forwarding goods, and includes an
144	airbill. "Airbill" means a document serving for air
145	transportation as a bill of lading does for marine or rail
146	transportation, and includes an air consignment note or air
147	waybill.
148	(7)  "Branch" includes a separately incorporated foreign
149	branch of a bank.
150	(8)  "Burden of establishing" a fact means the burden of
151	persuading the triers of fact that the existence of the fact is
152	more probable than its nonexistence.
153	(9)  "Buyer in ordinary course of business" means a person
154	who, in ordinary course, buys goods in good faith, without
155	knowledge that the sale violates the rights of another person in
156	the goods, and in the ordinary course from a person, other than
157	a pawnbroker, in the business of selling goods of that kind. A
158	person buys goods in the ordinary course if the sale to the
159	person comports with the usual or customary practices in the
160	kind of business in which the seller is engaged or with the
161	seller's own usual or customary practices. A person who sells
162	oil, gas, or other minerals at the wellhead or minehead is a
163	person in the business of selling goods of that kind. A buyer in
164	the ordinary course of business may buy for cash, by exchange of
165	other property, or on secured or unsecured credit and may
166	acquire goods or documents of title under a preexisting contract
167	for sale. Only a buyer who takes possession of the goods or has
168	a right to recover the goods from the seller under chapter 672
169	may be a buyer in the ordinary course of business. "Buyer in
170	ordinary course of business" does not include a person who
171	acquires goods in a transfer in bulk or as security for or in
172	total or partial satisfaction of a money debt is not a buyer in
173	the ordinary course of business.
174	(10)  A term or clause is "Conspicuous," with reference to
175	a term, means when it is so written, displayed, or presented
176	that a reasonable person against whom it is to operate ought to
177	have noticed it. Whether a term is "conspicuous" is a decision
178	for the court. Conspicuous terms include the following:
179	(a)  A printed heading in capitals in a size equal to or
180	larger than that of the surrounding text or in a (as:
181	NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the
182	body of a form is conspicuous if it is in larger or other
183	contrasting type, font, or color in contrast to the surrounding
184	text of the same or lesser size.
185	(b)  Language in the body of a record or display in type
186	larger than that of the surrounding text; in a type, font, or
187	color in contrast to the surrounding text of the same size; or
188	set off from surrounding text of the same size by symbols or
189	other marks that call attention to the language. But in a
190	telegram any stated term is conspicuous. Whether a term or
191	clause is conspicuous or not is for decision by the court.
192	(11)  "Consumer" means an individual who enters into a
193	transaction primarily for personal, family, or household
194	purposes.
195	(12)(11)  "Contract," as distinguished from "agreement,"
196	means the total legal obligation that which results from the
197	parties' agreement as determined affected by this code and as
198	supplemented by any other applicable laws rules of law. (Compare
199	"agreement.")
200	(13)(12)  "Creditor" includes a general creditor, a secured
201	creditor, a lien creditor, and any representative of creditors,
202	including an assignee for the benefit of creditors, a trustee in
203	bankruptcy, a receiver in equity, and an executor or
204	administrator of an insolvent debtor's or assignor's estate.
205	(14)(13)  "Defendant" includes a person in the position of
206	defendant in a cross-action or counterclaim, cross-claim, or
207	third-party claim.
208	(15)(14)  "Delivery," with respect to an instrument
209	instruments, document documents of title, or chattel paper, or
210	certificated securities means voluntary transfer of possession.
211	(16)(15)  "Document of title" includes bill of lading, dock
212	warrant, dock receipt, warehouse receipt or order for the
213	delivery of goods, and also any other document that which in the
214	regular course of business or financing is treated as adequately
215	evidencing that the person in possession of it is entitled to
216	receive, hold, and dispose of the document and the goods it
217	covers. To be a document of title, a document must purport to be
218	issued by or addressed to a bailee and purport to cover goods in
219	the bailee's possession which are either identified or are
220	fungible portions of an identified mass.
221	(17)(16)  "Fault" means a default, breach, or wrongful act
222	or, omission or breach.
223	(18)(17)  "Fungible goods" with respect to goods or
224	securities means:
225	(a)  Goods or securities of which any unit is, by nature or
226	usage of trade, is the equivalent of any other like unit; or.
227	(b)  Goods which are not fungible shall be deemed fungible
228	for the purposes of this code to the extent that, by under a
229	particular agreement, or document unlike units are treated as
230	equivalents.
231	(19)(18)  "Genuine" means free of forgery or
232	counterfeiting.
233	(20)(19)  "Good faith," except as otherwise provided in
234	this code, means honesty in fact and in the observance of
235	reasonable commercial standards of fair dealing conduct or
236	transaction concerned.
237	(21)(20)  "Holder," with respect to a negotiable
238	instrument, means:
239	(a)  The person in possession of a negotiable if the
240	instrument that is payable either to bearer or, in the case of
241	an instrument payable to an identified person that is, if the
242	identified person is in possession; or. "Holder," with respect
243	to a document of title, means
244	(b)  The person in possession of a document of title if the
245	goods are deliverable either to bearer or to the order of the
246	person in possession.
247	(21)  To "honor" is to pay or to accept and pay, or where a
248	credit so engages to purchase or discount a draft complying with
249	the terms of the credit.
250	(22)  "Insolvency proceeding proceedings" includes an any
251	assignment for the benefit of creditors or other proceeding
252	proceedings intended to liquidate or rehabilitate the estate of
253	the person involved.
254	(23)  A person is "Insolvent" means:
255	(a)  Having who either has ceased to pay his or her debts
256	in the ordinary course of business other than as a result of a
257	bona fide dispute;
258	(b)  Being unable to or cannot pay his or her debts as they
259	become due; or
260	(c)  Being is insolvent within the meaning of the Federal
261	Bankruptcy Law.
262	(24)  "Money" means a medium of exchange currently
263	authorized or adopted by a domestic or foreign government. The
264	term and includes a monetary unit of account established by an
265	intergovernmental organization or by agreement between two or
266	more countries nations.
267	(25)  A person has "notice" of a fact when
268	(a)  He or she has actual knowledge of it; or
269	(b)  He or she has received a notice or notification of it;
270	or
271	(c)  From all the facts and circumstances known to the
272	person at the time in question he or she has reason to know that
273	it exists.
274
275	A person "knows" or has "knowledge" of a fact when he or she has
276	actual knowledge of it. "Discover" or "learn" or a word or
277	phrase of similar import refers to knowledge rather than to
278	reason to know. The time and circumstances under which a notice
279	or notification may cease to be effective are not determined by
280	this code.
281	(26)  A person "notifies" or "gives" a notice or
282	notification to another by taking such steps as may be
283	reasonably required to inform the other in ordinary course
284	whether or not such other actually comes to know of it. A person
285	"receives" a notice or notification when
286	(a)  It comes to his or her attention; or
287	(b)  It is duly delivered at the place of business through
288	which the contract was made or at any other place held out by
289	the person as the place for receipt of such communications.
290	(27)  Notice, knowledge or a notice or notification
291	received by an organization is effective for a particular
292	transaction from the time when it is brought to the attention of
293	the individual conducting that transaction, and in any event
294	from the time when it would have been brought to his or her
295	attention if the organization had exercised due diligence. An
296	organization exercises due diligence if it maintains reasonable
297	routines for communicating significant information to the person
298	conducting the transaction and there is reasonable compliance
299	with the routines. Due diligence does not require an individual
300	acting for the organization to communicate information unless
301	such communication is part of his or her regular duties or
302	unless the individual has reason to know of the transaction and
303	that the transaction would be materially affected by the
304	information.
305	(25)(28)  "Organization" means a person other than an
306	individual includes a corporation, government or governmental
307	subdivision or agency, business trust, estate, trust,
308	partnership or association, two or more persons having a joint
309	or common interest, or any other legal or commercial entity.
310	(26)(29)  "Party," as distinguished distinct from "third
311	party," means a person who has engaged in a transaction or made
312	an agreement subject to within this code.
313	(27)(30)  "Person" means includes an individual;
314	corporation; business trust; estate; trust; partnership; limited
315	liability company; association; joint venture; government;
316	governmental subdivision, agency, or instrumentality; public
317	corporation; or any other legal or commercial entity or an
318	organization (see s. 671.102).
319	(28)  "Present value" means the amount as of a date certain
320	of one or more sums payable in the future, discounted to the
321	date certain by use of either an interest rate specified by the
322	parties if that rate is not manifestly unreasonable at the time
323	the transaction is entered into or, if an interest rate is not
324	so specified, a commercially reasonable rate that takes into
325	account the facts and circumstances at the time the transaction
326	is entered into.
327	(31)  "Presumption" or "presumed" means that the trier of
328	fact must find the existence of the fact presumed unless and
329	until evidence is introduced which would support a finding of
330	its nonexistence.
331	(29)(32)  "Purchase" means includes taking by sale, lease,
332	discount, negotiation, mortgage, pledge, lien, security
333	interest, issue or reissue, gift, or any other voluntary
334	transaction creating an interest in property.
335	(30)(33)  "Purchaser" means a person who takes by purchase.
336	(31)  "Record" means information that is inscribed on a
337	tangible medium or that is stored in an electronic or other
338	medium and is retrievable in perceivable form.
339	(32)(34)  "Remedy" means any remedial right to which an
340	aggrieved party is entitled with or without resort to a
341	tribunal.
342	(33)(35)  "Representative" means a person empowered to act
343	for another, including includes an agent, an officer of a
344	corporation or association, and a trustee, executor, or
345	administrator of an estate, or any other person empowered to act
346	for another.
347	(34)(36)  "Right Rights" includes "remedy remedies."
348	(35)(37)  "Security interest" means an interest in personal
349	property or fixtures which secures payment or performance of an
350	obligation. "Security interest" The term also includes any
351	interest of a consignor and a buyer of accounts, chattel paper,
352	a payment intangible, or a promissory note in a transaction that
353	which is subject to chapter 679. "Security interest" does not
354	include the special property interest of a buyer of goods on
355	identification of those goods to a contract for sale under s.
356	672.401 is not a security interest, but a buyer may also acquire
357	a security interest by complying with chapter 679. Except as
358	otherwise provided in s. 672.505, the right of a seller or
359	lessor of goods under chapter 672 or chapter 680 to retain or
360	acquire possession of the goods is not a security interest, but
361	a seller or lessor may also acquire a security interest by
362	complying with chapter 679. The retention or reservation of
363	title by a seller of goods, notwithstanding shipment or delivery
364	to the buyer under (s. 672.401), is limited in effect to a
365	reservation of a security interest. Whether a transaction in the
366	form of a lease creates a lease or security interest is
367	determined by the facts of each case; however:
368	(a)  A transaction in the form of a lease creates a
369	security interest if the consideration that the lessee is to pay
370	the lessor for the right to possession and use of the goods is
371	an obligation for the term of the lease not subject to
372	termination by the lessee, and:;
373	1.  The original term of the lease is equal to or greater
374	than the remaining economic life of the goods;
375	2.  The lessee is bound to renew the lease for the
376	remaining economic life of the goods or is bound to become the
377	owner of the goods;
378	3.  The lessee has an option to renew the lease for the
379	remaining economic life of the goods for no additional
380	consideration or nominal additional consideration upon
381	compliance with the lease agreement; or
382	4.  The lessee has an option to become the owner of the
383	goods for no additional consideration or nominal additional
384	consideration upon compliance with the lease agreement.
385	(b)  A transaction does not create a security interest
386	merely because it provides that:
387	1.  The present value of the consideration the lessee is
388	obligated to pay the lessor for the right to possession and use
389	of the goods is substantially equal to or is greater than the
390	fair market value of the goods at the time the lease is entered
391	into;
392	2.  The lessee assumes the risk of loss of the goods or
393	agrees to pay taxes; insurance; filing, recording, or
394	registration fees; or service or maintenance costs with respect
395	to the goods;
396	3.  The lessee agrees to pay, with respect to the goods,
397	taxes; insurance; filing, recording, or registration fees; or
398	service or maintenance costs;
399	4.3.  The lessee has an option to renew the lease or to
400	become the owner of the goods;
401	5.4.  The lessee has an option to renew the lease for a
402	fixed rent that is equal to or greater than the reasonably
403	predictable fair market rent for the use of the goods for the
404	term of the renewal at the time the option is to be performed;
405	or
406	6.5.  The lessee has an option to become the owner of the
407	goods for a fixed price that is equal to or greater than the
408	reasonably predictable fair market value of the goods at the
409	time the option is to be performed.
410	(c)  For purposes of this subsection:
411	1.  Additional consideration is not nominal if it is less
412	than the lessee's reasonably predictable cost of performing
413	under the lease agreement if the option is not exercised.
414	Additional consideration is not nominal if:,
415	1.  When the option to renew the lease is granted to the
416	lessee, the rent is stated to be the fair market rent for the
417	use of the goods for the term of the renewal determined at the
418	time the option is to be performed; or if,
419	2.  When the option to become the owner of the goods is
420	granted to the lessee, the price is stated to be the fair market
421	value of the goods determined at the time the option is to be
422	performed. Additional consideration is nominal if it is less
423	than the lessee's reasonably predictable cost of performing
424	under the lease agreement if the option is not exercised.
425	(d)2.  The "Reasonably predictable" and "remaining economic
426	life of the goods" and "reasonably predictable" fair market
427	rent, fair market value, or cost of performing under the lease
428	agreement must are to be determined with reference to the facts
429	and circumstances at the time the transaction is entered into.
430	3.  "Present value" means the amount as of a date certain
431	of one or more sums payable in the future, discounted to the
432	date certain. The discount is determined by the interest rate
433	specified by the parties if the rate is not manifestly
434	unreasonable at the time the transaction is entered into;
435	otherwise, the discount is determined by a commercially
436	reasonable rate that takes into account the facts and
437	circumstances of each case at the time the transaction was
438	entered into.
439	(36)(38)  "Send," in connection with a any writing, record,
440	or notice, means:
441	(a)  To deposit in the mail or deliver for transmission by
442	any other usual means of communication with postage or cost of
443	transmission provided for and properly addressed and, in the
444	case of an instrument, to an address specified thereon or
445	otherwise agreed, or, if there be none, to any address
446	reasonable under the circumstances; or.
447	(b)  In any other way to cause to be received The receipt
448	of any record writing or notice within the time at which it
449	would have arrived if properly sent has the effect of a proper
450	sending.
451	(37)(39)  "Signed" means bearing includes any symbol
452	executed or adopted by a party with present intention to adopt
453	or accept authenticate a writing.
454	(38)  "State" means a state of the United States, the
455	District of Columbia, Puerto Rico, the United States Virgin
456	Islands, or any territory or insular possession subject to the
457	jurisdiction of the United States.
458	(39)(40)  "Surety" includes a guarantor or other secondary
459	obligor.
460	(41)  "Telegram" includes a message transmitted by radio,
461	teletype, cable, any mechanical method of transmission, or the
462	like.
463	(40)(42)  "Term" means a that portion of an agreement which
464	relates to a particular matter.
465	(41)(43)  "Unauthorized" signature" means a signature one
466	made without actual, implied, or apparent authority. The term
467	and includes a forgery.
468	(44)  "Value." Except as otherwise provided with respect to
469	negotiable instruments and bank collections (ss. 673.3031,
470	674.2101, and 674.2111), a person gives value for rights if he
471	or she acquires them:
472	(a)  In return for a binding commitment to extend credit or
473	for the extension of immediately available credit whether or not
474	drawn upon and whether or not a charge-back is provided for in
475	the event of difficulties in collection;
476	(b)  As security for or in total or partial satisfaction of
477	a preexisting claim;
478	(c)  By accepting delivery pursuant to a preexisting
479	contract for purchase; or
480	(d)  Generally, in return for any consideration sufficient
481	to support a simple contract.
482	(42)(45)  "Warehouse receipt" means a written receipt or an
483	electronic notification of receipt issued by a person engaged in
484	the business of storing goods for hire.
485	(43)(46)  "Written" or "Writing" includes printing,
486	typewriting, or any other intentional reduction to tangible
487	form. "Written" has a corresponding meaning.
488	Section 6.  Section 671.202, Florida Statutes, is amended
489	to read:
490	671.202  Prima facie evidence by third-party documents.--A
491	document in due form purporting to be a bill of lading, policy
492	or certificate of insurance, official weigher's or inspector's
493	certificate, consular invoice, or any other document authorized
494	or required by the contract to be issued by a third party is
495	shall be prima facie evidence of its own authenticity and
496	genuineness and of the facts stated in the document by the third
497	party.
498	Section 7.  Section 671.203, Florida Statutes, is amended
499	to read:
500	671.203  Obligation of good faith.--Every contract or duty
501	within this code imposes an obligation of good faith in its
502	performance and or enforcement.
503	Section 8.  Section 671.204, Florida Statutes, is amended
504	to read:
505	671.204  Actions taken within Time; reasonable time;
506	"seasonably."--
507	(1)  Whether a time for taking an action required by
508	Whenever this code is requires any action to be taken within a
509	reasonable time, any time which is not manifestly unreasonable
510	may be fixed by agreement.
511	(2)  What is a reasonable time for taking any action
512	depends on the nature, purpose, and circumstances of the such
513	action.
514	(2)(3)  An action is taken "seasonably" if when it is taken
515	at or within the time agreed or, if no time is agreed, at or
516	within a reasonable time.
517	Section 9.  Section 671.205, Florida Statutes, is amended
518	to read:
519	671.205  Course of performance; course of dealing; and
520	usage of trade.--
521	(1)  A "course of performance" is a sequence of conduct
522	between the parties to a particular transaction that exists if:
523	(a)  The agreement of the parties with respect to the
524	transaction involves repeated occasions for performance by a
525	party; and
526	(b)  The other party, with knowledge of the nature of the
527	performance and opportunity for objection to it, accepts the
528	performance or acquiesces in it without objection.
529	(2)(1)  A "course of dealing" is a sequence of previous
530	conduct concerning previous transactions between the parties to
531	a particular transaction which is fairly to be regarded as
532	establishing a common basis of understanding for interpreting
533	their expressions and other conduct.
534	(3)(2)  A "usage of trade" is any practice or method of
535	dealing having such regularity of observance in a place,
536	vocation, or trade as to justify an expectation that it will be
537	observed with respect to the transaction in question. The
538	existence and scope of such a usage are to be proved as facts.
539	If it is established that such a usage is embodied in a written
540	trade code or similar record, writing the interpretation of the
541	record writing is a question of law for the court.
542	(4)(3)  A course of performance or a course of dealing
543	between the parties or and any usage of trade in the vocation or
544	trade in which they are engaged or of which they are or should
545	be aware is relevant in ascertaining the give particular meaning
546	of the parties' to and supplement or qualify terms of an
547	agreement, may give particular meaning to specific terms of the
548	agreement, and may supplement or qualify the terms of the
549	agreement. A usage of trade applicable in the place in which
550	part of the performance under the agreement is to occur may be
551	so utilized as to that part of the performance.
552	(5)(4)  Except as otherwise provided in subsection (6), the
553	express terms of an agreement and any an applicable course of
554	performance, course of dealing, or usage of trade must shall be
555	construed whenever wherever reasonable as consistent with each
556	other. If; but when such a construction is unreasonable:
557	(a)  Express terms prevail over control both course of
558	performance, course of dealing, and usage of trade;
559	(b)  Course of performance prevails over course of dealing
560	and usage of trade; and
561	(c)  Course of dealing prevails over controls usage of
562	trade.
563	(6)  A course of performance is relevant to show a waiver
564	or modification of any term inconsistent with the course of
565	performance.
566	(5)  An applicable usage of trade in the place where any
567	part of performance is to occur shall be used in interpreting
568	the agreement as to that part of the performance.
569	(7)(6)  Evidence of a relevant usage of trade offered by
570	one party is not admissible unless that party and until he or
571	she has given the other party such notice that as the court
572	finds sufficient to prevent unfair surprise to the other party
573	latter.
574	Section 10.  Section 671.206, Florida Statutes, is
575	repealed.
576	Section 11.  Section 671.208, Florida Statutes, is amended
577	to read:
578	671.208  Option to accelerate at will.--A term providing
579	that one party or the party's successor in interest may
580	accelerate payment or performance or require collateral or
581	additional collateral "at will" or "when she or he deems herself
582	or himself insecure" or in words of similar import must shall be
583	construed to mean that she or he has shall have power to do so
584	only if she or he in good faith believes that the prospect of
585	payment or performance is impaired. The burden of establishing
586	lack of good faith is on the party against whom the power has
587	been exercised.
588	Section 12.  Section 671.209, Florida Statutes, is created
589	to read:
590	671.209  Notice; knowledge.--
591	(1)  Subject to subsection (6), a person has "notice" of a
592	fact if the person:
593	(a)  Has actual knowledge of it;
594	(b)  Has received a notice or notification of it; or
595	(c)  From all the facts and circumstances known to the
596	person at the time in question, has reason to know that it
597	exists.
598	(2)  "Knowledge" means actual knowledge. "Knows" has a
599	corresponding meaning.
600	(3)  "Discover," "learn," or words of similar import refer
601	to knowledge rather than to reason to know.
602	(4)  A person "notifies" or "gives a notice or notification
603	to" another person by taking such steps as may be reasonably
604	required to inform the other person in ordinary course,
605	regardless of whether the other person actually comes to know of
606	it.
607	(5)  Subject to subsection (6), a person "receives" a
608	notice or notification when:
609	(a)  It comes to that person's attention; or
610	(b)  It is duly delivered in a form reasonable under the
611	circumstances at the place of business through which the
612	contract was made or at another location held out by that person
613	as the place for receipt of such communications.
614	(6)  Notice, knowledge, or a notice or notification
615	received by an organization is effective for a particular
616	transaction from the time it is brought to the attention of the
617	person conducting that transaction and, in any event, from the
618	time it would have been brought to the person's attention if the
619	organization had exercised due diligence. An organization
620	exercises due diligence if it maintains reasonable routines for
621	communicating significant information to the person conducting
622	the transaction and there is reasonable compliance with the
623	routines. Due diligence does not require an individual acting
624	for the organization to communicate information unless the
625	communication is part of the individual's regular duties or the
626	individual has reason to know of the transaction and that the
627	transaction would be materially affected by the information.
628	Section 13.  Section 671.21, Florida Statutes, is created
629	to read:
630	671.21  Presumptions.--Whenever this code creates a
631	"presumption" with respect to a fact or provides that a fact is
632	"presumed," the trier of fact must find the existence of the
633	fact presumed unless evidence is introduced which supports a
634	finding of its nonexistence.
635	Section 14.  Section 671.211, Florida Statutes, is created
636	to read:
637	671.211  Value.--Except as otherwise provided with respect
638	to negotiable instruments and bank collections as provided in
639	ss. 673.3031, 674.2101, and 674.2111, a person gives value for
640	rights if the person acquires them:
641	(1)  In return for a binding commitment to extend credit or
642	for the extension of immediately available credit whether or not
643	drawn upon and whether or not a charge-back is provided for in
644	the event of difficulties in collection;
645	(2)  As security for, or in total or partial satisfaction
646	of, a preexisting claim;
647	(3)  By accepting delivery under a preexisting contract for
648	purchase; or
649	(4)  In return for any consideration sufficient to support
650	a simple contract.
651	Section 15.  Section 671.212, Florida Statutes, is created
652	to read:
653	671.212  Relation to Electronic Signatures in Global and
654	National Commerce Act.--This code modifies, limits, and
655	supersedes the federal Electronic Signatures in Global and
656	National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that
657	nothing in this code modifies, limits, or supersedes s. 7001(c)
658	of that act or authorizes electronic delivery of any of the
659	notices described in s. 7003(b) of that act.
660	Section 16.  Section 671.213, Florida Statutes, is created
661	to read:
662	671.213  Subordinated obligations.--An obligation may be
663	issued as subordinated to performance of another obligation of
664	the person obligated, or a creditor may subordinate its right to
665	performance of an obligation by agreement with either the person
666	obligated or another creditor of the person obligated.
667	Subordination does not create a security interest as against
668	either the common debtor or a subordinated creditor.
669	Section 17.  Subsection (2) of section 559.9232, Florida
670	Statutes, is amended to read:
671	559.9232  Definitions; exclusion of rental-purchase
672	agreements from certain regulations.--
673	(2)  A rental-purchase agreement that complies with this
674	act shall not be construed to be, nor be governed by, any of the
675	following:
676	(a)  A lease or agreement that which constitutes a credit
677	sale as defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of
678	the federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.;
679	(b)  A lease that which constitutes a "consumer lease" as
680	defined in 12 C.F.R. s. 213.2(a)(6);
681	(c)  Any lease for agricultural, business, or commercial
682	purposes;
683	(d)  Any lease made to an organization;
684	(e)  A lease or agreement that which constitutes a "retail
685	installment contract" or "retail installment transaction" as
686	those terms are defined in s. 520.31; or
687	(f)  A security interest as defined in s. 671.201(35) s.
688	671.201(37).
689	Section 18.  Paragraph (g) of subsection (2) of section
690	563.022, Florida Statutes, is amended to read:
691	563.022  Relations between beer distributors and
692	manufacturers.--
693	(2)  DEFINITIONS.--In construing this section, unless the
694	context otherwise requires, the word, phrase, or term:
695	(g)  "Good faith" means honesty in fact in the conduct or
696	transaction concerned as defined and interpreted under s.
697	671.201(20) s. 671.201(19).
698	Section 19.  Paragraph (b) of subsection (3) and paragraph
699	(d) of subsection (16) of section 668.50, Florida Statutes, are
700	amended to read:
701	668.50  Uniform Electronic Transaction Act.--
702	(3)  SCOPE.--
703	(b)  This section does not apply to a transaction to the
704	extent the transaction is governed by:
705	1.  A provision of law governing the creation and execution
706	of wills, codicils, or testamentary trusts;
707	2.  The Uniform Commercial Code other than s. ss. 671.107
708	and 671.206 and chapters 672 and 680;
709	3.  The Uniform Computer Information Transactions Act; or
710	4.  Rules relating to judicial procedure.
711	(16)  TRANSFERABLE RECORDS.--
712	(d)  Except as otherwise agreed, a person having control of
713	a transferable record is the holder, as defined in s.
714	671.201(21) s. 671.201(20), of the transferable record and has
715	the same rights and defenses as a holder of an equivalent record
716	or writing under the Uniform Commercial Code, including, if the
717	applicable statutory requirements under s. 673.3021, s. 677.501,
718	or s. 679.308 are satisfied, the rights and defenses of a holder
719	in due course, a holder to which a negotiable document of title
720	has been duly negotiated, or a purchaser, respectively.
721	Delivery, possession, and indorsement are not required to obtain
722	or exercise any of the rights under this paragraph.
723	Section 20.  Subsection (1) of section 670.106, Florida
724	Statutes, is amended to read:
725	670.106  Time payment order is received.--
726	(1)  The time of receipt of a payment order or
727	communication canceling or amending a payment order is
728	determined by the rules applicable to receipt of a notice stated
729	in s. 671.209 s. 671.201(27). A receiving bank may fix a cut-off
730	time or times on a funds-transfer business day for the receipt
731	and processing of payment orders and communications canceling or
732	amending payment orders. Different cut-off times may apply to
733	payment orders, cancellations, or amendments or to different
734	categories of payment orders, cancellations, or amendments. A
735	cut-off time may apply to senders generally, or different cut-
736	off times may apply to different senders or categories of
737	payment orders. If a payment order or communication canceling or
738	amending a payment order is received after the close of a funds-
739	transfer business day or after the appropriate cut-off time on a
740	funds-transfer business day, the receiving bank may treat the
741	payment order or communication as received at the opening of the
742	next funds-transfer business day.
743	Section 21.  Subsection (2) of section 670.204, Florida
744	Statutes, is amended to read:
745	670.204  Refund of payment and duty of customer to report
746	with respect to unauthorized payment order.--
747	(2)  Reasonable time under subsection (1) may be fixed by
748	agreement as stated in s. 671.204(1), but the obligation of a
749	receiving bank to refund payment as stated in subsection (1) may
750	not otherwise be varied by agreement.
751	Section 22.  Subsection (3) of section 675.102, Florida
752	Statutes, is amended to read:
753	675.102  Scope.--
754	(3)  With the exception of this subsection, subsections (1)
755	and (4), ss. 675.103(1)(i) and (j), 675.106(4), and 675.114(4),
756	and except to the extent prohibited in ss. 671.102(2) ss.
757	671.102(3) and 675.117(4), the effect of this chapter may be
758	varied by agreement or by a provision stated or incorporated by
759	reference in an undertaking. A term in an agreement or
760	undertaking generally excusing liability or generally limiting
761	remedies for failure to perform obligations is not sufficient to
762	vary obligations prescribed by this chapter.
763	Section 23.  Subsection (2) of section 680.518, Florida
764	Statutes, is amended to read:
765	680.518  Cover; substitute goods.--
766	(2)  Except as otherwise provided with respect to damages
767	liquidated in the lease agreement (s. 680.504) or otherwise
768	determined pursuant to agreement of the parties (ss. 671.102(2)
769	ss. 671.102(3) and 680.503), if a lessee's cover is by lease
770	agreement substantially similar to the original lease agreement
771	and the new lease agreement is made in good faith and in a
772	commercially reasonable manner, the lessee may recover from the
773	lessor as damages:
774	(a)  The present value, as of the date of the commencement
775	of the term of the new lease agreement, of the rent under the
776	new lease agreement and applicable to that period of the new
777	lease term which is comparable to the then remaining term of the
778	original lease agreement minus the present value as of the same
779	date of the total rent for the then remaining lease term of the
780	original lease agreement; and
781	(b)  Any incidental or consequential damages, less expenses
782	saved in consequence of the lessor's default.
783	Section 24.  Subsection (1) of section 680.519, Florida
784	Statutes, is amended to read:
785	680.519  Lessee's damages for nondelivery, repudiation,
786	default, or breach of warranty in regard to accepted goods.--
787	(1)  Except as otherwise provided with respect to damages
788	liquidated in the lease agreement (s. 680.504) or otherwise
789	determined pursuant to agreement of the parties (ss. 671.102(2)
790	ss. 671.102(3) and 680.503), if a lessee elects not to cover or
791	a lessee elects to cover and the cover is by lease agreement,
792	whether or not the lease agreement qualifies for treatment under
793	s. 680.518(2), or is by purchase or otherwise, the measure of
794	damages for nondelivery or repudiation by the lessor or for
795	rejection or revocation of acceptance by the lessee is the
796	present value, as of the date of the default, of the then market
797	rent minus the present value as of the same date of the original
798	rent, computed for the remaining lease term of the original
799	lease agreement, together with incidental and consequential
800	damages, less expenses saved in consequence of the lessor's
801	default.
802	Section 25.  Subsection (2) of section 680.527, Florida
803	Statutes, is amended to read:
804	680.527  Lessor's rights to dispose of goods.--
805	(2)  Except as otherwise provided with respect to damages
806	liquidated in the lease agreement (s. 680.504) or otherwise
807	determined pursuant to agreement of the parties (ss. 671.102(2)
808	ss. 671.102(3) and 680.503), if the disposition is by lease
809	agreement substantially similar to the original lease agreement
810	and the new lease agreement is made in good faith and in a
811	commercially reasonable manner, the lessor may recover from the
812	lessee as damages:
813	(a)  Accrued and unpaid rent as of the date of the
814	commencement of the term of the new lease agreement;
815	(b)  The present value, as of the same date, of the
816	commencement of the term of the new lease agreement of the total
817	rent for the then remaining lease term of the original lease
818	agreement minus the present value, as of the same date, of the
819	rent under the new lease agreement applicable to that period of
820	the new lease term which is comparable to the then remaining
821	term of the original lease agreement; and
822	(c)  Any incidental damages allowed under s. 680.53, less
823	expenses saved in consequence of the lessee's default.
824	Section 26.  Subsection (1) of section 680.528, Florida
825	Statutes, is amended to read:
826	680.528  Lessor's damages for nonacceptance or
827	repudiation.--
828	(1)  Except as otherwise provided with respect to damages
829	liquidated in the lease agreement (s. 680.504) or otherwise
830	determined pursuant to agreement of the parties (ss. 671.102(2)
831	ss. 671.102(3) and 580.503), if a lessor elects to retain the
832	goods or a lessor elects to dispose of the goods and the
833	disposition is by lease agreement that for any reason does not
834	qualify for treatment under s. 680.527(2), or is by sale or
835	otherwise, the lessor may recover from the lessee as damages a
836	default of the type described in s. 680.523(1) or (3)(a), or if
837	agreed, for other default of the lessee:
838	(a)  Accrued and unpaid rent as of the date of default if
839	the lessee has never taken possession of the goods, or, if the
840	lessee has taken possession of the goods, as of the date the
841	lessor repossesses the goods or an earlier date on which the
842	lessee makes a tender of the goods to the lessor.
843	(b)  The present value as of the date determined under
844	paragraph (a) of the total rent for the then remaining lease
845	term of the original lease agreement minus the present value as
846	of the same date of the market rent at the place where the goods
847	were located on that date computed for the same lease term.
848	(c)  Any incidental damages allowed under s. 680.53, less
849	expenses saved in consequence of the lessee's default.
850	Section 27.  Subsection (1) of section 679.525, Florida
851	Statutes, is amended to read:
852	679.525  Processing fees.--
853	(1)  Except as otherwise provided in subsection (3), the
854	nonrefundable processing fee for filing and indexing a record
855	under this part, other than an initial financing statement of
856	the kind described in s. 679.5021(3), is:
857	(a)  For filing an initial financing statement, $25 for the
858	first page, which shall include the cost of filing a termination
859	statement for the financing statement;
860	(b)  For filing an amendment, $12 for the first page;
861	(c)  For indexing by additional debtor, secured party, or
862	assignee, $3 per additional name indexed;
863	(d)  For use of a nonapproved form, $5;
864	(e)  For each additional page attached to a record, $3;
865	(f)  For filing a financing statement communicated by an
866	electronic filing process authorized by the filing office, $15
867	with no additional fees for multiple names or attached pages;
868	(g)  For filing an amendment communicated by an electronic
869	filing process authorized by the filing office, $5 with no
870	additional fees for multiple names or attached pages;
871	(f)(h)  For a certified copy of a financing statement and
872	any and all associated amendments, $30; and
873	(g)(i)  For a photocopy of a filed record, $1 per page.
874	Section 28.  Subsection (6) of section 713.901, Florida
875	Statutes, is amended to read:
876	713.901  Florida Uniform Federal Lien Registration Act.--
877	(6)  FEES.--
878	(a)  The charges or fees of the Secretary of State, with
879	respect to a notice or certificate filed under this section, or
880	for searching records with respect thereto, are:
881	1.  For filing a notice of lien, which fee shall include
882	the cost of filing a certificate of release or nonattachment for
883	such notice of lien, $25.
884	2.  For indexing of each additional debtor or secured
885	party, $3.
886	3.  For each additional facing page attached to a notice or
887	certificate, $3.
888	4.  For use of a nonapproved form, $5.
889	5.  For filing a certificate of discharge or subordination,
890	$12.
891	6.  For filing a refiled notice of federal lien, $12.
892	7.  For filing any other document required or permitted to
893	be filed under this section, $12.
894	8.  For certifying any record, $10 shall be the same as
895	prescribed in s. 15.091.
896	(b)  The charges or fees of the clerks of the circuit court
897	with respect to a notice or certificate filed under this section
898	shall be the same as prescribed in s. 28.24, relating to
899	instruments recorded in the official records.
900	Section 29.  Section 15.091, Florida Statutes, is repealed.
901	Section 30.  This act shall take effect January 1, 2008.

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