Florida Senate - 2010 CS for SB 1366
By the Committee on Banking and Insurance; and Senator Wise
597-04371-10 20101366c1
1 A bill to be entitled
2 An act relating to the Uniform Commercial Code;
3 revising and providing provisions of the Uniform
4 Commercial Code relating to electronic documents of
5 title, warehouse receipts, bills of lading, and other
6 documents of title to conform to the revised Article 7
7 of the Uniform Commercial Code as prepared by the
8 National Conference of Commissioners on Uniform State
9 Laws; amending ss. 668.50 and 671.304, F.S.;
10 correcting cross-references; amending ss. 671.201,
11 672.103, 672.104, 674.104, 677.102, and 679.1021,
12 F.S.; revising and providing definitions; revising
13 provisions pertaining to definitions applicable to
14 certain provisions of the code, to conform cross
15 references to revisions made by this act; amending s.
16 672.310, F.S.; revising time when certain delivery
17 payments are due; amending ss. 559.9232, 672.323,
18 672.401, 672.503, 672.505, 672.506, 672.509, 672.605,
19 672.705, 674.2101, 677.201, 677.202, 677.203, 677.205,
20 677.206, 677.207, 677.208, 677.301, 677.302, 677.304,
21 677.305, 677.401, 677.402, 677.403, 677.404, 677.502,
22 677.503, 677.505, 677.506, 677.507, 677.508, 677.509,
23 677.602, 677.603, 679.2031, 679.2071, 679.3011,
24 679.3101, 679.3121, 679.3131, 679.3141, 679.3171,
25 679.338, 680.1031, 680.514, and 680.526, F.S.;
26 revising provisions to conform to changes made by this
27 act; making editorial changes; amending s. 677.103,
28 F.S.; revising and providing application in relation
29 of chapter to treaty, statute, tariff, classification,
30 or regulation; amending s. 677.104, F.S.; providing
31 when certain documents of title are nonnegotiable;
32 amending s. 677.105, F.S.; authorizing an issuer of
33 the electronic document to issue a tangible document
34 of title as a substitute for the electronic document
35 under certain conditions; authorizing an issuer of a
36 tangible document to issue an electronic document of
37 title as a substitute for the tangible document under
38 certain conditions; creating s. 677.106, F.S.;
39 providing when certain persons have control of an
40 electronic document of title; amending s. 677.204,
41 F.S.; revising liability of certain damages;
42 authorizing a warehouse receipt or storage agreement
43 to provide certain requirements; amending s. 677.209,
44 F.S.; revising conditions for a warehouse to establish
45 a lien against a bailor; providing when and against
46 whom the lien is effective; amending s. 677.210, F.S.;
47 revising provisions relating to the enforcement of
48 liens; amending s. 677.303, F.S.; prohibiting
49 liability for certain carriers; amending s. 677.307,
50 F.S.; revising conditions under which a carrier has a
51 lien on goods covered by a bill of lading; amending s.
52 677.308, F.S.; revising provisions relating to the
53 enforcement of a carrier’s lien; amending s. 677.309,
54 F.S.; revising provisions relating to the contractual
55 limitation of a carrier’s liability; amending s.
56 677.501, F.S.; providing requirements for negotiable
57 tangible documents of title and negotiable electronic
58 documents of title; amending s. 677.504, F.S.;
59 providing condition under which the rights of the
60 transferee may be defeated; amending s. 677.601, F.S.;
61 revising provisions relating to lost, stolen, or
62 destroyed documents of title; amending s. 678.1031,
63 F.S.; providing that certain documents of title are
64 not financial assets; amending s. 679.2081, F.S.;
65 providing requirements for secured parties having
66 control of an electronic document; providing an
67 effective date.
68
69 Be It Enacted by the Legislature of the State of Florida:
70
71 Section 1. Paragraph (f) of subsection (2) of section
72 559.9232, Florida Statutes, is amended to read:
73 559.9232 Definitions; exclusion of rental-purchase
74 agreements from certain regulations.—
75 (2) A rental-purchase agreement that complies with this act
76 shall not be construed to be, nor be governed by, any of the
77 following:
78 (f) A security interest as defined in s. 671.201(38)(35).
79 Section 2. Present subsections (25) through (43) of section
80 671.201, Florida Statutes, are renumbered as subsections (28)
81 through (46), respectively, new subsections (25), (26), and (27)
82 are added to that section, and present subsections (5), (6),
83 (10), (15), (16), (21), and (42) are amended, to read:
84 671.201 General definitions.—Unless the context otherwise
85 requires, words or phrases defined in this section, or in the
86 additional definitions contained in other chapters of this code
87 which apply to particular chapters or parts thereof, have the
88 meanings stated. Subject to definitions contained in other
89 chapters of this code which apply to particular chapters or
90 parts thereof, the term:
91 (5) “Bearer” means a person in control of a negotiable
92 electronic document of title or a person in possession of a
93 negotiable instrument, a negotiable tangible document of title,
94 or a certificated security that is payable to bearer or indorsed
95 in blank.
96 (6) “Bill of lading” means a document of title evidencing
97 the receipt of goods for shipment issued by a person engaged in
98 the business of directly or indirectly transporting or
99 forwarding goods. The term does not include a warehouse receipt.
100 (10) “Conspicuous,” with reference to a term, means so
101 written, displayed, or presented that a reasonable person
102 against which whom it is to operate ought to have noticed it.
103 Whether a term is “conspicuous” is a decision for the court.
104 Conspicuous terms include the following:
105 (a) A heading in capitals in a size equal to or greater in
106 size larger than that of the surrounding text, or in contrasting
107 a type, font, or color in contrast to the surrounding text of
108 the same or lesser size; and.
109 (b) Language in the body of a record or display in larger
110 type larger than that of the surrounding text; in a type, font,
111 or color in contrast to the surrounding text of the same size;
112 or set off from surrounding text of the same size by symbols or
113 other marks that call attention to the language.
114 (15) “Delivery,” with respect to an electronic document of
115 title, means voluntary transfer of control and “delivery,” with
116 respect to instruments instrument, tangible document of title,
117 or chattel paper, or certificated securities, means voluntary
118 transfer of possession.
119 (16) “Document of title” means a record:
120 (a) includes bill of lading, dock warrant, dock receipt,
121 warehouse receipt or order for the delivery of goods, and any
122 other document That in the regular course of business or
123 financing is treated as adequately evidencing that the person in
124 possession or control of the record it is entitled to receive,
125 control, hold, and dispose of the record document and the goods
126 the record it covers; and
127 (b) That purports to be issued by or addressed to a bailee
128 and to cover goods in the bailee’s possession which are either
129 identified or are fungible portions of an identified mass. The
130 term includes a bill of lading, transport document, dock
131 warrant, dock receipt, warehouse receipt, and order for delivery
132 of goods. An electronic document of title means a document of
133 title evidenced by a record consisting of information stored in
134 an electronic medium. A tangible document of title means a
135 document of title evidenced by a record consisting of
136 information that is inscribed on a tangible medium. To be a
137 document of title, a document must purport to be issued by or
138 addressed to a bailee and purport to cover goods in the bailee’s
139 possession which are either identified or are fungible portions
140 of an identified mass.
141 (21) “Holder” means:
142 (a) The person in possession of a negotiable instrument
143 that is payable either to bearer or to an identified person that
144 is the person in possession; or
145 (b) The person in possession of a negotiable tangible
146 document of title if the goods are deliverable either to bearer
147 or to the order of the person in possession; or.
148 (c) The person in control of a negotiable electronic
149 document of title.
150 (25) Subject to subsection (27), a person has “notice” of a
151 fact if the person:
152 (a) Has actual knowledge of it;
153 (b) Has received a notice or notification of it; or
154 (c) From all the facts and circumstances known to the
155 person at the time in question, has reason to know that it
156 exists. A person “knows” or has “knowledge” of a fact when the
157 person has actual knowledge of it. “Discover” or “learn” or a
158 word or phrase of similar import refers to knowledge rather than
159 to reason to know. The time and circumstances under which a
160 notice or notification may cease to be effective are not
161 determined by this section.
162 (26) A person “notifies” or “gives” a notice or
163 notification to another person by taking such steps as may be
164 reasonably required to inform the other person in ordinary
165 course, whether or not the other person actually comes to know
166 of it. Subject to subsection (27), a person “receives” a notice
167 or notification when:
168 (a) It comes to that person’s attention; or
169 (b) It is duly delivered in a form reasonable under the
170 circumstances at the place of business through which the
171 contract was made or at another location held out by that person
172 as the place for receipt of such communications.
173 (27) Notice, knowledge, or a notice or notification
174 received by an organization is effective for a particular
175 transaction from the time when it is brought to the attention of
176 the individual conducting that transaction, and, in any event,
177 from the time when it would have been brought to the
178 individual’s attention if the organization had exercised due
179 diligence. An organization exercises due diligence if it
180 maintains reasonable routines for communicating significant
181 information to the person conducting the transaction and there
182 is reasonable compliance with the routines. Due diligence does
183 not require an individual acting for the organization to
184 communicate information unless such communication is part of the
185 individual’s regular duties or the individual has reason to know
186 of the transaction and that the transaction would be materially
187 affected by the information.
188 (45)(42) “Warehouse receipt” means a document of title
189 receipt issued by a person engaged in the business of storing
190 goods for hire.
191 Section 3. Paragraph (d) of subsection (16) of section
192 668.50, Florida Statutes, is amended to read:
193 668.50 Uniform Electronic Transaction Act.—
194 (16) TRANSFERABLE RECORDS.—
195 (d) Except as otherwise agreed, a person having control of
196 a transferable record is the holder, as defined in s.
197 671.201(21), of the transferable record and has the same rights
198 and defenses as a holder of an equivalent record or writing
199 under the Uniform Commercial Code, including, if the applicable
200 statutory requirements under s. 673.3021, s. 677.501, or s.
201 679.330 679.308 are satisfied, the rights and defenses of a
202 holder in due course, a holder to which a negotiable document of
203 title has been duly negotiated, or a purchaser, respectively.
204 Delivery, possession, and indorsement are not required to obtain
205 or exercise any of the rights under this paragraph.
206 Section 4. Subsection (5) of section 671.304, Florida
207 Statutes, is amended to read:
208 671.304 Laws not repealed; precedence where code provisions
209 in conflict with other laws; certain statutory remedies
210 retained.—
211 (5) The effectiveness of any financing statement or
212 continuation statement filed before prior to January 1, 1980, or
213 any continuation statement filed on or after October 1, 1984,
214 which states that the debtor is a transmitting utility as
215 provided in s. 679.515(6) continues 679.403(6) shall continue
216 until a termination statement is filed, except that if this act
217 requires a filing in an office where there was no previous
218 financing statement, a new financing statement conforming to s.
219 680.109(4), Florida Statutes 1979, shall be filed in that
220 office.
221 Section 5. Subsection (3) of section 672.103, Florida
222 Statutes, is amended to read:
223 672.103 Definitions and index of definitions.—
224 (3) The following definitions in other chapters apply to
225 this chapter:
226 “Check,” s. 673.1041.
227 “Consignee,” s. 677.102.
228 “Consignor,” s. 677.102.
229 “Consumer goods,” s. 679.1021.
230 “Control,” s. 677.106.
231 “Dishonor,” s. 673.5021.
232 “Draft,” s. 673.1041.
233 Section 6. Subsection (2) of section 672.104, Florida
234 Statutes, is amended to read:
235 672.104 Definitions: “merchant”; “between merchants”;
236 “financing agency.”—
237 (2) “Financing agency” means a bank, finance company or
238 other person who in the ordinary course of business makes
239 advances against goods or documents of title or who by
240 arrangement with either the seller or the buyer intervenes in
241 ordinary course to make or collect payment due or claimed under
242 the contract for sale, as by purchasing or paying the seller’s
243 draft or making advances against it or by merely taking it for
244 collection whether or not documents of title accompany or are
245 associated with the draft. “Financing agency” includes also a
246 bank or other person who similarly intervenes between persons
247 who are in the position of seller and buyer in respect to the
248 goods (s. 672.707).
249 Section 7. Subsection (3) of section 672.310, Florida
250 Statutes, is amended to read:
251 672.310 Open time for payment or running of credit;
252 authority to ship under reservation.—Unless otherwise agreed:
253 (3) If delivery is authorized and made by way of documents
254 of title otherwise than by subsection (2) then payment is due
255 regardless of where the goods are to be received at the time and
256 place at which the buyer is to receive delivery of the tangible
257 documents or at the time the buyer is to receive delivery of the
258 electronic documents and at the seller’s place of business or,
259 if none, the seller’s residence regardless of where the goods
260 are to be received; and
261 Section 8. Section 672.323, Florida Statutes, is amended to
262 read:
263 672.323 Form of bill of lading required in overseas
264 shipment; “overseas.”—
265 (1) Where the contract contemplates overseas shipment and
266 contains a term “C.I.F.” or “C. & F. or F.O.B. vessel,” the
267 seller unless otherwise agreed shall must obtain a negotiable
268 bill of lading stating that the goods have been loaded in on
269 board or, in the case of a term “C.I.F.” or “C. & F.,” received
270 for shipment.
271 (2) Where in a case within subsection (1) a tangible bill
272 of lading has been issued in a set of parts, unless otherwise
273 agreed if the documents are not to be sent from abroad the buyer
274 may demand tender of the full set; otherwise only one part of
275 the bill of lading need be tendered. Even if the agreement
276 expressly requires a full set:
277 (a) Due tender of a single part is acceptable within the
278 provisions of this chapter on cure of improper delivery (s.
279 672.508(1)); and
280 (b) Even though the full set is demanded, if the documents
281 are sent from abroad the person tendering an incomplete set may
282 nevertheless require payment upon furnishing an indemnity which
283 the buyer in good faith deems adequate.
284 (3) A shipment by water or by air or a contract
285 contemplating such shipment is “overseas” insofar as by usage of
286 trade or agreement it is subject to the commercial, financing or
287 shipping practices characteristic of international deepwater
288 commerce.
289 Section 9. Subsections (2) and (3) of section 672.401,
290 Florida Statutes, are amended to read:
291 672.401 Passing of title; reservation for security; limited
292 application of this section.—Each provision of this chapter with
293 regard to the rights, obligations and remedies of the seller,
294 the buyer, purchasers or other third parties applies
295 irrespective of title to the goods except where the provision
296 refers to such title. Insofar as situations are not covered by
297 the other provisions of this chapter and matters concerning
298 title become material the following rules apply:
299 (2) Unless otherwise explicitly agreed title passes to the
300 buyer at the time and place at which the seller completes her or
301 his performance with reference to the physical delivery of the
302 goods, despite any reservation of a security interest and even
303 though a document of title is to be delivered at a different
304 time or place; and in particular and despite any reservation of
305 a security interest by the bill of lading:
306 (a) If the contract requires or authorizes the seller to
307 send the goods to the buyer but does not require him or her the
308 seller to deliver them at destination, title passes to the buyer
309 at the time and place of shipment; but
310 (b) If the contract requires delivery at destination, title
311 passes on tender there.
312 (3) Unless otherwise explicitly agreed where delivery is to
313 be made without moving the goods:
314 (a) If the seller is to deliver a tangible document of
315 title, title passes at the time when and the place where he or
316 she the seller delivers such documents and if the seller is to
317 deliver an electronic document of title, title passes when the
318 seller delivers the document; or
319 (b) If the goods are at the time of contracting already
320 identified and no documents of title are to be delivered, title
321 passes at the time and place of contracting.
322 Section 10. Subsections (4) and (5) of section 672.503,
323 Florida Statutes, are amended to read:
324 672.503 Manner of seller’s tender of delivery.—
325 (4) Where goods are in the possession of a bailee and are
326 to be delivered without being moved:
327 (a) Tender requires that the seller either tender a
328 negotiable document of title covering such goods or procure
329 acknowledgment by the bailee of the buyer’s right to possession
330 of the goods; but
331 (b) Tender to the buyer of a nonnegotiable document of
332 title or of a record directing written direction to the bailee
333 to deliver is sufficient tender unless the buyer seasonably
334 objects, and, except as otherwise provided in chapter 679,
335 receipt by the bailee of notification of the buyer’s rights
336 fixes those rights as against the bailee and all third persons;
337 but risk of loss of the goods and of any failure by the bailee
338 to honor the nonnegotiable document of title or to obey the
339 direction remains on the seller until the buyer has had a
340 reasonable time to present the document or direction, and a
341 refusal by the bailee to honor the document or to obey the
342 direction defeats the tender.
343 (5) Where the contract requires the seller to deliver
344 documents:
345 (a) He or she shall must tender all such documents in
346 correct form, except as provided in this chapter with respect to
347 bills of lading in a set (s. 672.323(2)); and
348 (b) Tender through customary banking channels is sufficient
349 and dishonor of a draft accompanying or associated with the
350 documents constitutes nonacceptance or rejection.
351 Section 11. Section 672.505, Florida Statutes, is amended
352 to read:
353 672.505 Seller’s shipment under reservation.—
354 (1) Where the seller has identified goods to the contract
355 by or before shipment:
356 (a) His or her The seller’s procurement of a negotiable
357 bill of lading to his or her own order or otherwise reserves in
358 him or her the seller a security interest in the goods. His or
359 her procurement of the bill to the order of a financing agency
360 or of the buyer indicates in addition only the seller’s
361 expectation of transferring that interest to the person named.
362 (b) A nonnegotiable bill of lading to himself or herself or
363 his or her nominee reserves possession of the goods as security
364 but except in a case of conditional delivery (s. 672.507(2)) a
365 nonnegotiable bill of lading naming the buyer as consignee
366 reserves no security interest even though the seller retains
367 possession or control of the bill of lading.
368 (2) When shipment by the seller with reservation of a
369 security interest is in violation of the contract for sale it
370 constitutes an improper contract for transportation within the
371 preceding section but impairs neither the rights given to the
372 buyer by shipment and identification of the goods to the
373 contract nor the seller’s powers as a holder of a negotiable
374 document of title.
375 Section 12. Subsection (2) of section 672.506, Florida
376 Statutes, is amended to read:
377 672.506 Rights of financing agency.—
378 (2) The right to reimbursement of a financing agency which
379 has in good faith honored or purchased the draft under
380 commitment to or authority from the buyer is not impaired by
381 subsequent discovery of defects with reference to any relevant
382 document which was apparently regular on its face.
383 Section 13. Subsection (2) of section 672.509, Florida
384 Statutes, is amended to read:
385 672.509 Risk of loss in the absence of breach.—
386 (2) Where the goods are held by a bailee to be delivered
387 without being moved, the risk of loss passes to the buyer:
388 (a) On her or his receipt of possession or control of a
389 negotiable document of title covering the goods; or
390 (b) On acknowledgment by the bailee of the buyer’s right to
391 possession of the goods; or
392 (c) After her or his receipt of possession or control of a
393 nonnegotiable document of title or other written direction to
394 deliver in a record, as provided in s. 672.503(4)(b).
395 Section 14. Subsection (2) of section 672.605, Florida
396 Statutes, is amended to read:
397 672.605 Waiver of buyer’s objections by failure to
398 particularize.—
399 (2) Payment against documents made without reservation of
400 rights precludes recovery of the payment for defects apparent in
401 on the face of the documents.
402 Section 15. Subsections (2) and (3) of section 672.705,
403 Florida Statutes, are amended to read:
404 672.705 Seller’s stoppage of delivery in transit or
405 otherwise.—
406 (2) As against such buyer the seller may stop delivery
407 until:
408 (a) Receipt of the goods by the buyer; or
409 (b) Acknowledgment to the buyer by any bailee of the goods
410 except a carrier that the bailee holds the goods for the buyer;
411 or
412 (c) Such acknowledgment to the buyer by a carrier by
413 reshipment or as a warehouse warehouseman; or
414 (d) Negotiation to the buyer of any negotiable document of
415 title covering the goods.
416 (3)(a) To stop delivery the seller shall must so notify as
417 to enable the bailee by reasonable diligence to prevent delivery
418 of the goods.
419 (b) After such notification the bailee shall must hold and
420 deliver the goods according to the directions of the seller but
421 the seller is liable to the bailee for any ensuing charges or
422 damages.
423 (c) If a negotiable document of title has been issued for
424 goods the bailee is not obliged to obey a notification to stop
425 until surrender of possession or control of the document.
426 (d) A carrier who has issued a nonnegotiable bill of lading
427 is not obliged to obey a notification to stop received from a
428 person other than the consignor.
429 Section 16. Subsection (3) of section 674.104, Florida
430 Statutes, is amended to read:
431 674.104 Definitions and index of definitions.—
432 (3) The following definitions in other chapters apply to
433 this chapter:
434 “Acceptance,” s. 673.4091.
435 “Alteration,” s. 673.4071.
436 “Cashier’s check,” s. 673.1041.
437 “Certificate of deposit,” s. 673.1041.
438 “Certified check,” s. 673.4091.
439 “Check,” s. 673.1041.
440 “Control,” s. 677.106.
441 “Good faith,” s. 673.1031.
442 “Holder in due course,” s. 673.3021.
443 “Instrument,” s. 673.1041.
444 “Notice of dishonor,” s. 673.5031.
445 “Order,” s. 673.1031.
446 “Ordinary care,” s. 673.1031.
447 “Person entitled to enforce,” s. 673.3011.
448 “Presentment,” s. 673.5011.
449 “Promise,” s. 673.1031.
450 “Prove,” s. 673.1031.
451 “Teller’s check,” s. 673.1041.
452 “Unauthorized signature,” s. 673.4031.
453 Section 17. Subsection (3) of section 674.2101, Florida
454 Statutes, is amended to read:
455 674.2101 Security interest of collecting bank in items,
456 accompanying documents, and proceeds.—
457 (3) Receipt by a collecting bank of a final settlement for
458 an item is a realization on its security interest in the item,
459 accompanying documents, and proceeds. So long as the bank does
460 not receive final settlement for the item or give up possession
461 of the item or possession or control of the accompanying or
462 associated documents for purposes other than collection, the
463 security interest continues to that extent and is subject to
464 chapter 679, but:
465 (a) No security agreement is necessary to make the security
466 interest enforceable (s. 679.2031(2)(c)1.);
467 (b) No filing is required to perfect the security interest;
468 and
469 (c) The security interest has priority over conflicting
470 perfected security interests in the item, accompanying
471 documents, or proceeds.
472 Section 18. Section 677.102, Florida Statutes, is amended
473 to read:
474 677.102 Definitions and index of definitions.—
475 (1) In this chapter, unless the context otherwise requires:
476 (a) “Bailee” means a the person that who by a warehouse
477 receipt, bill of lading or other document of title acknowledges
478 possession of goods and contracts to deliver them.
479 (b) “Carrier” means a person that issues a bill of lading.
480 (c)(b) “Consignee” means a the person named in a bill of
481 lading to which whom or to whose order the bill promises
482 delivery.
483 (d)(c) “Consignor” means a the person named in a bill of
484 lading as the person from which whom the goods have been
485 received for shipment.
486 (e)(d) “Delivery order” means a record that contains an
487 written order to deliver goods directed to a warehouse
488 warehouseman, carrier, or other person that who in the ordinary
489 course of business issues warehouse receipts or bills of lading.
490 (f) “Good faith” means honesty in fact and the observance
491 of reasonable commercial standards of fair dealing.
492 (e) “Document” means document of title as defined in the
493 general definitions in chapter 671 (s. 671.201).
494 (g)(f) “Goods” means all things that which are treated as
495 movable for the purposes of a contract of storage or
496 transportation.
497 (h)(g) “Issuer” means a bailee who issues a document of
498 title or, in the case of except that in relation to an
499 unaccepted delivery order, it means the person who orders the
500 possessor of goods to deliver. The term Issuer includes a any
501 person for which whom an agent or employee purports to act in
502 issuing a document if the agent or employee has real or apparent
503 authority to issue documents, notwithstanding that the issuer
504 received no goods or that the goods were misdescribed or that in
505 any other respect the agent or employee violated his or her
506 instructions.
507 (i) “Person entitled under the document” means the holder,
508 in the case of a negotiable document of title, or the person to
509 which delivery of the goods is to be made by the terms of, or
510 pursuant to instructions in a record under, a nonnegotiable
511 document of title.
512 (j) “Record” means information that is inscribed on a
513 tangible medium or that is stored in an electronic or other
514 medium and is retrievable in perceivable form.
515 (k) “Shipper” means a person that enters into a contract of
516 transportation with a carrier.
517 (l) “Sign” means, with present intent to authenticate or
518 adopt a record:
519 1. To execute or adopt a tangible symbol; or
520 2. To attach to or logically associate with the record an
521 electronic sound, symbol, or process.
522 (m)(h) “Warehouse” means “Warehouseman” is a person engaged
523 in the business of storing goods for hire.
524 (2) Other definitions applying to this chapter or to
525 specified parts thereof, and the sections in which they appear
526 are:
527 “Duly negotiate,” s. 677.501.
528 “Person entitled under the document,” s. 677.403(4).
529 (3) Definitions in other chapters applying to this chapter
530 and the sections in which they appear are:
531 “Contract for sale,” s. 672.106.
532 “Overseas,” s. 672.323.
533 “Lessee in ordinary course of business,” s. 680.1031.
534 “Receipt” of goods, s. 672.103.
535 (3)(4) In addition, chapter 671 contains general
536 definitions and principles of construction and interpretation
537 applicable throughout this chapter.
538 Section 19. Section 677.103, Florida Statutes, is amended
539 to read:
540 677.103 Relation of chapter to treaty, statute, tariff,
541 classification, or regulation.—
542 (1) Except as otherwise provided in this chapter, this
543 chapter is subject to the extent that any treaty or statute of
544 the United States to the extent the treaty or statute,
545 regulatory statute of this state or tariff, classification or
546 regulation filed or issued pursuant thereto is applicable, the
547 provisions of this chapter are subject thereto.
548 (2) This chapter does not modify or repeal any law
549 prescribing the form or content of a document of title or the
550 services or facilities to be afforded by a bailee, or otherwise
551 regulating a bailee’s business in respects not specifically
552 treated in this chapter. However, a violation of such a law does
553 not affect the status of a document of title that otherwise is
554 within the definition of a document of title.
555 (3) This chapter modifies, limits, and supersedes the
556 federal Electronic Signatures in Global and National Commerce
557 Act, 15 U.S.C. ss. 7001, et seq., but does not modify, limit, or
558 supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or
559 authorize electronic delivery of any of the notices described in
560 s. 103(b) of that act, 15 U.S.C. s. 7003(b).
561 (4) To the extent that there is a conflict between any
562 provisions of the laws of this state regarding electronic
563 transactions and this chapter, this chapter governs.
564 Section 20. Section 677.104, Florida Statutes, is amended
565 to read:
566 677.104 Negotiable and nonnegotiable warehouse receipt,
567 bill of lading or other document of title.—
568 (1) Except as otherwise provided in subsection (3), a
569 warehouse receipt, bill of lading or other document of title is
570 negotiable:
571 (a) if by its terms the goods are to be delivered to bearer
572 or to the order of a named person; or
573 (b) Where recognized in overseas trade, if it runs to a
574 named person or assigns.
575 (2) A document of title other than one described in
576 subsection (1) Any other document is nonnegotiable. A bill of
577 lading that states in which it is stated that the goods are
578 consigned to a named person is not made negotiable by a
579 provision that the goods are to be delivered only against an a
580 written order in a record signed by the same or another named
581 person.
582 (3) A document of title is nonnegotiable if, at the time it
583 is issued, the document has a conspicuous legend, however
584 expressed, that it is nonnegotiable.
585 Section 21. Section 677.105, Florida Statutes, is amended
586 to read:
587 677.105 Reissuance in alternative medium Construction
588 against negative implication.—
589 (1) Upon request of a person entitled under an electronic
590 document of title, the issuer of the electronic document may
591 issue a tangible document of title as a substitute for the
592 electronic document if:
593 (a) The person entitled under the electronic document
594 surrenders control of the document to the issuer; and
595 (b) The tangible document when issued contains a statement
596 that it is issued in substitution for the electronic document.
597 (2) Upon issuance of a tangible document of title in
598 substitution for an electronic document of title in accordance
599 with subsection (1):
600 (a) The electronic document ceases to have any effect or
601 validity; and
602 (b) The person that procured issuance of the tangible
603 document warrants to all subsequent persons entitled under the
604 tangible document that the warrantor was a person entitled under
605 the electronic document when the warrantor surrendered control
606 of the electronic document to the issuer.
607 (3) Upon request of a person entitled under a tangible
608 document of title, the issuer of the tangible document may issue
609 an electronic document of title as a substitute for the tangible
610 document if:
611 (a) The person entitled under the tangible document
612 surrenders possession of the document to the issuer; and
613 (b) The electronic document when issued contains a
614 statement that it is issued in substitution for the tangible
615 document.
616 (4) Upon issuance of an electronic document of title in
617 substitution for a tangible document of title is accordance with
618 subsection (3):
619 (a) The tangible document ceases to have any effect or
620 validity; and
621 (b) The person that procured issuance of the electronic
622 document warrants to all subsequent persons entitled under the
623 electronic document that the warrantor was a person entitled
624 under the tangible document when the warrantor surrendered
625 possession of the tangible document to the issuer. The omission
626 from either part II or part III of this chapter of a provision
627 corresponding to a provision made in the other part does not
628 imply that a corresponding rule of law is not applicable.
629 Section 22. Section 677.106, Florida Statutes, is created
630 to read:
631 677.106 Control of electronic document of title.—
632 (1) A person has control of an electronic document of title
633 if a system employed for evidencing the transfer of interests in
634 the electronic document reliably establishes that person as the
635 person to which the electronic document was issued or
636 transferred.
637 (2) A system satisfies subsection (1), and a person is
638 deemed to have control of an electronic document of title, if
639 the document is created, stored, and assigned in a manner that:
640 (a) A single authoritative copy of the document exists
641 which is unique, identifiable, and, except as otherwise provided
642 in paragraphs (d), (e), and (f), unalterable;
643 (b) The authoritative copy identifies the person asserting
644 control as:
645 1. The person to which the document was issued; or
646 2. If the authoritative copy indicates that the document
647 has been transferred, the person to which the document was most
648 recently transferred;
649 (c) The authoritative copy is communicated to and
650 maintained by the person asserting control or its designated
651 custodian;
652 (d) Copies or amendments that add or change an identified
653 assignee of the authoritative copy can be made only with the
654 consent of the person asserting control;
655 (e) Each copy of the authoritative copy and any copy of a
656 copy is readily identifiable as a copy that is not the
657 authoritative copy; and
658 (f) Any amendment of the authoritative copy is readily
659 identifiable as authorized or unauthorized.
660 Section 23. Section 677.201, Florida Statutes, is amended
661 to read:
662 677.201 Persons that Who may issue a warehouse receipt;
663 storage under government bond.—
664 (1) A warehouse receipt may be issued by any warehouse
665 warehouseman.
666 (2) If Where goods, including distilled spirits and
667 agricultural commodities, are stored under a statute requiring a
668 bond against withdrawal or a license for the issuance of
669 receipts in the nature of warehouse receipts, a receipt issued
670 for the goods is deemed to be has like effect as a warehouse
671 receipt even if though issued by a person that who is the owner
672 of the goods and is not a warehouse warehouseman.
673 Section 24. Section 677.202, Florida Statutes, is amended
674 to read:
675 677.202 Form of warehouse receipt; effect of omission
676 essential terms; optional terms.—
677 (1) A warehouse receipt need not be in any particular form.
678 (2) Unless a warehouse receipt provides for embodies within
679 its written or printed terms each of the following, the
680 warehouse warehouseman is liable for damages caused to a person
681 injured by its by the omission to a person injured thereby:
682 (a) A statement of the location of the warehouse facility
683 where the goods are stored;
684 (b) The date of issue of the receipt;
685 (c) The unique identification code consecutive number of
686 the receipt;
687 (d) A statement whether the goods received will be
688 delivered to the bearer, to a named specified person, or to a
689 named specified person or its his or her order;
690 (e) The rate of storage and handling charges, unless except
691 that where goods are stored under a field warehousing
692 arrangement, in which case a statement of that fact is
693 sufficient on a nonnegotiable receipt;
694 (f) A description of the goods or of the packages
695 containing them;
696 (g) The signature of the warehouse or its warehouseman,
697 which may be made by his or her authorized agent;
698 (h) If the receipt is issued for goods that the warehouse
699 owns of which the warehouseman is owner, either solely, or
700 jointly, or in common with others, a statement of the fact of
701 that such ownership; and
702 (i) A statement of the amount of advances made and of
703 liabilities incurred for which the warehouse warehouseman claims
704 a lien or security interest, unless (s. 677.209). If the precise
705 amount of such advances made or of such liabilities incurred is,
706 at the time of the issue of the receipt is, unknown to the
707 warehouse warehouseman or to its his or her agent that issued
708 the receipt, in which case who issues it, a statement of the
709 fact that advances have been made or liabilities incurred and
710 the purpose of the advances or liabilities thereof is
711 sufficient.
712 (3) A warehouse warehouseman may insert in its his or her
713 receipt any other terms that which are not contrary to the
714 provisions of this code and do not impair its his or her
715 obligation of delivery under s. 677.403 (s. 677.403) or its his
716 or her duty of care under s. 677.204 (s. 677.204). Any contrary
717 provision is provisions shall be ineffective.
718 Section 25. Section 677.203, Florida Statutes, is amended
719 to read:
720 677.203 Liability of nonreceipt or misdescription.—A party
721 to or purchaser for value in good faith of a document of title,
722 other than a bill of lading, that relies relying in either case
723 upon the description therein of the goods in the document may
724 recover from the issuer damages caused by the nonreceipt or
725 misdescription of the goods, except to the extent that:
726 (1) The document conspicuously indicates that the issuer
727 does not know whether all or any part or all of the goods in
728 fact were received or conform to the description, such as a case
729 in which as where the description is in terms of marks or labels
730 or kind, quantity or condition, or the receipt or description is
731 qualified by “contents, condition and quality unknown,” “said to
732 contain,” or words of similar import the like, if such
733 indication is be true;, or
734 (2) The party or purchaser otherwise has notice of the
735 nonreceipt or misdescription.
736 Section 26. Section 677.204, Florida Statutes, is amended
737 to read:
738 677.204 Duty of care; contractual limitation of warehouse’s
739 warehouseman’s liability.—
740 (1) A warehouse warehouseman is liable for damages for loss
741 of or injury to the goods caused by its his or her failure to
742 exercise such care with in regard to the goods that them as a
743 reasonably careful person would exercise under similar like
744 circumstances. but Unless otherwise agreed, the warehouse he or
745 she is not liable for damages that which could not have been
746 avoided by the exercise of that such care.
747 (2) Damages may be limited by a term in the warehouse
748 receipt or storage agreement limiting the amount of liability in
749 case of loss or damage, and setting forth a specific liability
750 per article or item, or value per unit of weight, or any other
751 negotiated limitation of damages as agreed between the parties
752 beyond which the warehouse is warehouseman shall not be liable;
753 provided, however, that such liability may on written. Such a
754 limitation is not effective with respect to the warehouse’s
755 liability for conversion to its own use. On request of the
756 bailor in a record at the time of signing the such storage
757 agreement or within a reasonable time after receipt of the
758 warehouse receipt, the warehouse’s liability may be increased on
759 part or all of the goods covered by the storage agreement or the
760 warehouse receipt. In this event, thereunder, in which event
761 increased rates may be charged based on an such increased
762 valuation of the goods, but that no such increase shall be
763 permitted contrary to a lawful limitation of liability contained
764 in the warehouseman’s tariff, if any. No such limitation is
765 effective with respect to the warehouseman’s liability for
766 conversion to his or her own use.
767 (3) Reasonable provisions as to the time and manner of
768 presenting claims and commencing actions based on the bailment
769 may be included in the warehouse receipt or storage agreement.
770 (4)(3) This section does not impair or repeal any statute
771 which imposes a higher responsibility upon the warehouse
772 warehouseman or invalidates contractual limitations which would
773 be permissible under this chapter.
774 Section 27. Section 677.205, Florida Statutes, is amended
775 to read:
776 677.205 Title under warehouse receipt defeated in certain
777 cases.—A buyer in the ordinary course of business of fungible
778 goods sold and delivered by a warehouse that warehouseman who is
779 also in the business of buying and selling such goods takes the
780 goods free of any claim under a warehouse receipt even if the
781 receipt is negotiable and though it has been duly negotiated.
782 Section 28. Section 677.206, Florida Statutes, is amended
783 to read:
784 677.206 Termination of storage at warehouse’s
785 warehouseman’s option.—
786 (1) A warehouse, by giving notice to warehouseman may on
787 notifying the person on whose account the goods are held and any
788 other person known to claim an interest in the goods, may
789 require payment of any charges and removal of the goods from the
790 warehouse at the termination of the period of storage fixed by
791 the document of title, including nonnegotiable warehouse
792 receipt, or, if a no period is not fixed, within a stated period
793 not less than 30 days after the warehouse gives notice
794 notification. If the goods are not removed before the date
795 specified in the notice notification, the warehouse warehouseman
796 may sell them pursuant to s. 677.210 in accordance with the
797 provisions of the section on enforcement of a warehouseman’s
798 lien (s. 677.210).
799 (2) If a warehouse warehouseman in good faith believes that
800 the goods are about to deteriorate or decline in value to less
801 than the amount of its his or her lien within the time provided
802 prescribed in subsection (1) and s. 677.210 for notification,
803 advertisement and sale, the warehouse warehouseman may specify
804 in the notice given under subsection (1) notification any
805 reasonable shorter time for removal of the goods and, if in case
806 the goods are not removed, may sell them at public sale held not
807 less than 1 week after a single advertisement or posting.
808 (3) If, as a result of a quality or condition of the goods
809 of which the warehouse did not have warehouseman had no notice
810 at the time of deposit, the goods are a hazard to other
811 property, or to the warehouse facilities, or other to persons,
812 the warehouse warehouseman may sell the goods at public or
813 private sale without advertisement or posting on reasonable
814 notification to all persons known to claim an interest in the
815 goods. If the warehouse, warehouseman after a reasonable effort,
816 is unable to sell the goods, it he or she may dispose of them in
817 any lawful manner and does not shall incur no liability by
818 reason of that such disposition.
819 (4) A warehouse shall The warehouseman must deliver the
820 goods to any person entitled to them under this chapter upon due
821 demand made at any time before prior to sale or other
822 disposition under this section.
823 (5) A warehouse The warehouseman may satisfy its his or her
824 lien from the proceeds of any sale or disposition under this
825 section but shall must hold the balance for delivery on the
826 demand of any person to which the warehouse whom he or she would
827 have been bound to deliver the goods.
828 Section 29. Section 677.207, Florida Statutes, is amended
829 to read:
830 677.207 Goods shall must be kept separate; fungible goods.—
831 (1) Unless the warehouse receipt otherwise provides
832 otherwise, a warehouse shall warehouseman must keep separate the
833 goods covered by each receipt so as to permit at all times
834 identification and delivery of those goods. However, except that
835 different lots of fungible goods may be commingled.
836 (2) If different lots of fungible goods are so commingled,
837 the goods are owned in common by the persons entitled thereto
838 and the warehouse warehouseman is severally liable to each owner
839 for that owner’s share. If, Where because of overissue, a mass
840 of fungible goods is insufficient to meet all the receipts which
841 the warehouse warehouseman has issued against it, the persons
842 entitled include all holders to whom overissued receipts have
843 been duly negotiated.
844 Section 30. Section 677.208, Florida Statutes, is amended
845 to read:
846 677.208 Altered warehouse receipts.—If Where a blank in a
847 negotiable warehouse receipt has been filled in without
848 authority, a good faith purchaser for value and without notice
849 of the lack want of authority may treat the insertion as
850 authorized. Any other unauthorized alteration leaves any
851 tangible or electronic warehouse receipt enforceable against the
852 issuer according to its original tenor.
853 Section 31. Section 677.209, Florida Statutes, is amended
854 to read:
855 677.209 Lien of warehouse warehouseman.—
856 (1) A warehouse warehouseman has a lien against the bailor
857 on the goods covered by a warehouse receipt or storage agreement
858 or on the proceeds thereof in its his or her possession for
859 charges for storage or transportation, including demurrage and
860 terminal charges (including demurrage and terminal charges),
861 insurance, labor, or other charges, present or future, in
862 relation to the goods, and for expenses necessary for
863 preservation of the goods or reasonably incurred in their sale
864 pursuant to law. If the person on whose account the goods are
865 held is liable for similar like charges or expenses in relation
866 to other goods whenever deposited and it is stated in the
867 warehouse receipt or storage agreement that a lien is claimed
868 for charges and expenses in relation to other goods, the
869 warehouse warehouseman also has a lien against the goods covered
870 by the warehouse receipt or storage agreement or on the proceeds
871 thereof in its possession him or her for those such charges and
872 expenses, whether or not the other goods have been delivered by
873 the warehouse warehouseman. However, as But against a person to
874 which whom a negotiable warehouse receipt is duly negotiated, a
875 warehouse’s warehouseman’s lien is limited to charges in an
876 amount or at a rate specified in on the warehouse receipt or, if
877 no charges are so specified, then to a reasonable charge for
878 storage of the specific goods covered by the receipt subsequent
879 to the date of the receipt.
880 (2) A warehouse The warehouseman may also reserve a
881 security interest against the bailor for the a maximum amount
882 specified on the receipt for charges other than those specified
883 in subsection (1), such as for money advanced and interest. The
884 Such a security interest is governed by chapter 679 the chapter
885 on secured transactions (chapter 679).
886 (3) A warehouse’s warehouseman’s lien for charges and
887 expenses under subsection (1) or a security interest under
888 subsection (2) is also effective against any person that who so
889 entrusted the bailor with possession of the goods that a pledge
890 of them by the bailor him or her to a good faith good faith
891 purchaser for value would have been valid. However, the lien or
892 security interest but is not effective against a person that
893 before issuance of a document of title had a legal interest or a
894 perfected security interest in the goods and that did not:
895 (a) Deliver or entrust the goods or any document of title
896 covering the goods to the bailor or the bailor’s nominee with:
897 1. Actual or apparent authority to ship, store, or sell;
898 2. Power to obtain delivery under s. 677.403; or
899 3. Power of disposition under s. 672.403, s. 680.304(2), s.
900 680.305(2), s. 679.320, or s. 679.321(3) or other statute or
901 rule of law; or
902 (b) Acquiesce in the procurement by the bailor or its
903 nominee of any document as to whom the document confers no right
904 in the goods covered by it under s. 677.503.
905 (4) A warehouse’s lien on household goods for charges and
906 expenses in relation to the goods under subsection (1) is also
907 effective against all persons if the depositor was the legal
908 possessor of the goods at the time of deposit. In this
909 subsection, the term “household goods” means furniture,
910 furnishings, or personal effects used by the depositor in a
911 dwelling.
912 (5)(4) A warehouse warehouseman loses its his or her lien
913 on any goods that it which he or she voluntarily delivers or
914 which he or she unjustifiably refuses to deliver.
915 Section 32. Section 677.210, Florida Statutes, is amended
916 to read:
917 677.210 Enforcement of warehouse’s warehouseman’s lien.—
918 (1) Except as provided in subsection (2), a warehouse’s
919 warehouseman’s lien may be enforced by public or private sale of
920 the goods, in bulk or in packages in block or in parcels, at any
921 time or place and on any terms that which are commercially
922 reasonable, after notifying all persons known to claim an
923 interest in the goods. The Such notification shall must include
924 a statement of the amount due, the nature of the proposed sale,
925 and the time and place of any public sale. The fact that a
926 better price could have been obtained by a sale at a different
927 time or in a different method from that selected by the
928 warehouse warehouseman is not of itself sufficient to establish
929 that the sale was not made in a commercially reasonable manner.
930 The warehouse sells in a commercially reasonable manner if the
931 warehouse If the warehouseman either sells the goods in the
932 usual manner in any recognized market therefor, or if he or she
933 sells at the price current in that such market at the time of
934 the his or her sale, or if he or she has otherwise sells sold in
935 conformity with commercially reasonable practices among dealers
936 in the type of goods sold, he or she has sold in a commercially
937 reasonable manner. A sale of more goods than apparently
938 necessary to be offered to ensure satisfaction of the obligation
939 is not commercially reasonable except in cases covered by the
940 preceding sentence.
941 (2) A warehouse may enforce its warehouseman’s lien on
942 goods, other than goods stored by a merchant in the course of
943 its his or her business, only if the following requirements are
944 satisfied may be enforced only as follows:
945 (a) All persons known to claim an interest in the goods
946 shall must be notified.
947 (b) The notification must be delivered in person or sent by
948 registered or certified letter to the last known address of any
949 person to be notified.
950 (c) The notification must include an itemized statement of
951 the claim, a description of the goods subject to the lien, a
952 demand for payment within a specified time not less than 10 days
953 after receipt of the notification, and a conspicuous statement
954 that unless the claim is paid within that time the goods will be
955 advertised for sale and sold by auction at a specified time and
956 place.
957 (d) The sale must conform to the terms of the notification.
958 (e) The sale must be held at the nearest suitable place to
959 that where the goods are held or stored.
960 (f) After the expiration of the time given in the
961 notification, an advertisement of the sale shall must be
962 published once a week for 2 weeks consecutively in a newspaper
963 of general circulation where the sale is to be held. The
964 advertisement shall must include a description of the goods, the
965 name of the person on whose account they are being held, and the
966 time and place of the sale. The sale shall must take place at
967 least 15 days after the first publication. If there is no
968 newspaper of general circulation where the sale is to be held,
969 the advertisement shall must be posted at least 10 days before
970 the sale in not fewer less than 6 conspicuous places in the
971 neighborhood of the proposed sale.
972 (3) Before any sale pursuant to this section any person
973 claiming a right in the goods may pay the amount necessary to
974 satisfy the lien and the reasonable expenses incurred in
975 complying with under this section. In that event, the goods may
976 must not be sold, but shall must be retained by the warehouse
977 warehouseman subject to the terms of the receipt and this
978 chapter.
979 (4) A warehouse The warehouseman may buy at any public sale
980 held pursuant to this section.
981 (5) A purchaser in good faith of goods sold to enforce a
982 warehouse’s warehouseman’s lien takes the goods free of any
983 rights of persons against which whom the lien was valid, despite
984 the warehouse’s noncompliance by the warehouseman with the
985 requirements of this section.
986 (6) A warehouse The warehouseman may satisfy its his or her
987 lien from the proceeds of any sale pursuant to this section but
988 shall must hold the balance, if any, for delivery on demand to
989 any person to which the warehouse whom he or she would have been
990 bound to deliver the goods.
991 (7) The rights provided by this section shall be in
992 addition to all other rights allowed by law to a creditor
993 against a his or her debtor.
994 (8) If Where a lien is on goods stored by a merchant in the
995 course of its his or her business, the lien may be enforced in
996 accordance with either subsection (1) or subsection (2).
997 (9) A warehouse The warehouseman is liable for damages
998 caused by failure to comply with the requirements for sale under
999 this section, and in case of willful violation, is liable for
1000 conversion.
1001 Section 33. Section 677.301, Florida Statutes, is amended
1002 to read:
1003 677.301 Liability for nonreceipt or misdescription; “said
1004 to contain”; “shipper’s weight, load, and count”; improper
1005 handling.—
1006 (1) A consignee of a nonnegotiable bill of lading which who
1007 has given value in good faith, or a holder to which whom a
1008 negotiable bill has been duly negotiated, relying in either case
1009 upon the description therein of the goods in the bill, or upon
1010 the date therein shown in the bill, may recover from the issuer
1011 damages caused by the misdating of the bill or the nonreceipt or
1012 misdescription of the goods, except to the extent that the bill
1013 document indicates that the issuer does not know whether any
1014 part or all of the goods in fact were received or conform to the
1015 description, such as in the case in which where the description
1016 is in terms of marks or labels or kind, quantity, or condition
1017 or the receipt or description is qualified by “contents or
1018 condition of contents of packages unknown,” “said to contain,”
1019 “shipper’s weight, load, and count” or words of similar import
1020 the like, if that such indication is be true.
1021 (2) If When goods are loaded by the an issuer of a bill of
1022 lading: who is a common carrier,
1023 (a) The issuer shall must count the packages of goods if
1024 shipped in packages package freight and ascertain the kind and
1025 quantity if shipped in bulk; and freight.
1026 (b) Words In such as cases “shipper’s weight, load, and
1027 count” or other words of similar import indicating that the
1028 description was made by the shipper are ineffective except as to
1029 goods freight concealed in by packages.
1030 (3) If When bulk goods are freight is loaded by a shipper
1031 that who makes available to the issuer of a bill of lading
1032 adequate facilities for weighing those goods, the such freight,
1033 an issuer shall who is a common carrier must ascertain the kind
1034 and quantity within a reasonable time after receiving the
1035 shipper’s written request of the shipper to do so. In that case
1036 such cases “shipper’s weight, load, and count” or other words of
1037 similar import like purport are ineffective.
1038 (4) The issuer of a bill of lading, may by including
1039 inserting in the bill the words “shipper’s weight, load, and
1040 count” or other words of similar import, may like purport
1041 indicate that the goods were loaded by the shipper,; and if that
1042 such statement is be true, the issuer is shall not be liable for
1043 damages caused by the improper loading. However, But their
1044 omission of such words does not imply liability for such damages
1045 caused by improper loading.
1046 (5) A The shipper guarantees shall be deemed to have
1047 guaranteed to an the issuer the accuracy at the time of shipment
1048 of the description, marks, labels, number, kind, quantity,
1049 condition and weight, as furnished by the shipper, him or her;
1050 and the shipper shall indemnify the issuer against damage caused
1051 by inaccuracies in those such particulars. This The right of the
1052 issuer to such indemnity does not shall in no way limit the
1053 issuer’s his or her responsibility or and liability under the
1054 contract of carriage to any person other than the shipper.
1055 Section 34. Section 677.302, Florida Statutes, is amended
1056 to read:
1057 677.302 Through bills of lading and similar documents of
1058 title.—
1059 (1) The issuer of a through bill of lading, or other
1060 document of title embodying an undertaking to be performed in
1061 part by a person persons acting as its agent agents or by a
1062 performing carrier, connecting carriers is liable to any person
1063 anyone entitled to recover on the bill or other document for any
1064 breach by the such other person persons or the performing by a
1065 connecting carrier of its obligation under the bill or other
1066 document. However, but to the extent that the bill or other
1067 document covers an undertaking to be performed overseas or in
1068 territory not contiguous to the continental United States or an
1069 undertaking including matters other than transportation, this
1070 liability for breach by the other person or the performing
1071 carrier may be varied by agreement of the parties.
1072 (2) If Where goods covered by a through bill of lading or
1073 other document of title embodying an undertaking to be performed
1074 in part by a person persons other than the issuer are received
1075 by that any such person, the person he or she is subject, with
1076 respect to its his or her own performance while the goods are in
1077 its his or her possession, to the obligation of the issuer. The
1078 person’s His or her obligation is discharged by delivery of the
1079 goods to another such person pursuant to the bill or other
1080 document, and does not include liability for breach by any other
1081 person such persons or by the issuer.
1082 (3) The issuer of a such through bill of lading or other
1083 document of title described in subsection (1) is shall be
1084 entitled to recover from the performing connecting carrier, or
1085 such other person in possession of the goods when the breach of
1086 the obligation under the bill or other document occurred:,
1087 (a) The amount it may be required to pay to any person
1088 anyone entitled to recover on the bill or other document for the
1089 breach therefor, as may be evidenced by any receipt, judgment,
1090 or transcript of judgment; thereof, and
1091 (b) The amount of any expense reasonably incurred by the
1092 insurer it in defending any action commenced brought by any
1093 person anyone entitled to recover on the bill or other document
1094 for the breach therefor.
1095 Section 35. Section 677.303, Florida Statutes, is amended
1096 to read:
1097 677.303 Diversion; reconsignment; change of instructions.—
1098 (1) Unless the bill of lading otherwise provides, a the
1099 carrier may deliver the goods to a person or destination other
1100 than that stated in the bill or may otherwise dispose of the
1101 goods, without liability for misdelivery, on instructions from:
1102 (a) The holder of a negotiable bill; or
1103 (b) The consignor on a nonnegotiable bill, even if the
1104 consignee has given notwithstanding contrary instructions from
1105 the consignee; or
1106 (c) The consignee on a nonnegotiable bill in the absence of
1107 contrary instructions from the consignor, if the goods have
1108 arrived at the billed destination or if the consignee is in
1109 possession of the tangible bill or in control of the electronic
1110 bill; or
1111 (d) The consignee on a nonnegotiable bill, if the consignee
1112 he or she is entitled as against the consignor to dispose of the
1113 goods them.
1114 (2) Unless such instructions described in subsection (1)
1115 are included in noted on a negotiable bill of lading, a person
1116 to which whom the bill is duly negotiated may can hold the
1117 bailee according to the original terms.
1118 Section 36. Section 677.304, Florida Statutes, is amended
1119 to read:
1120 677.304 Tangible bills of lading in a set.—
1121 (1) Except as where customary in international overseas
1122 transportation, a tangible bill of lading may must not be issued
1123 in a set of parts. The issuer is liable for damages caused by
1124 violation of this subsection.
1125 (2) If Where a tangible bill of lading is lawfully issued
1126 drawn in a set of parts, each of which contains an
1127 identification code is numbered and is expressed to be valid
1128 only if the goods have not been delivered against any other
1129 part, the whole of the parts constitutes constitute one bill.
1130 (3) If Where a tangible negotiable bill of lading is
1131 lawfully issued in a set of parts and different parts are
1132 negotiated to different persons, the title of the holder to
1133 which whom the first due negotiation is made prevails as to both
1134 the document of title and the goods even if though any later
1135 holder may have received the goods from the carrier in good
1136 faith and discharged the carrier’s obligation by surrendering
1137 its surrender of his or her part.
1138 (4) A Any person that who negotiates or transfers a single
1139 part of a tangible bill of lading issued drawn in a set is
1140 liable to holders of that part as if it were the whole set.
1141 (5) The bailee shall is obliged to deliver in accordance
1142 with part IV of this chapter against the first presented part of
1143 a tangible bill of lading lawfully drawn in a set. Such Delivery
1144 in this manner discharges the bailee’s obligation on the whole
1145 bill.
1146 Section 37. Section 677.305, Florida Statutes, is amended
1147 to read:
1148 677.305 Destination bills.—
1149 (1) Instead of issuing a bill of lading to the consignor at
1150 the place of shipment, a carrier, may at the request of the
1151 consignor, may procure the bill to be issued at destination or
1152 at any other place designated in the request.
1153 (2) Upon request of any person anyone entitled as against
1154 the carrier to control the goods while in transit and on
1155 surrender of possession or control of any outstanding bill of
1156 lading or other receipt covering such goods, the issuer, subject
1157 to s. 677.105, may procure a substitute bill to be issued at any
1158 place designated in the request.
1159 Section 38. Section 677.307, Florida Statutes, is amended
1160 to read:
1161 677.307 Lien of carrier.—
1162 (1) A carrier has a lien on the goods covered by a bill of
1163 lading or on the proceeds thereof in its possession for charges
1164 after subsequent to the date of the carrier’s its receipt of the
1165 goods for storage or transportation, including demurrage and
1166 terminal charges, (including demurrage and terminal charges) and
1167 for expenses necessary for preservation of the goods incident to
1168 their transportation or reasonably incurred in their sale
1169 pursuant to law. However, But against a purchaser for value of a
1170 negotiable bill of lading, a carrier’s lien is limited to
1171 charges stated in the bill or the applicable tariffs, or, if no
1172 charges are stated, then to a reasonable charge.
1173 (2) A lien for charges and expenses under subsection (1) on
1174 goods that which the carrier was required by law to receive for
1175 transportation is effective against the consignor or any person
1176 entitled to the goods unless the carrier had notice that the
1177 consignor lacked authority to subject the goods to those such
1178 charges and expenses. Any other lien under subsection (1) is
1179 effective against the consignor and any person that who
1180 permitted the bailor to have control or possession of the goods
1181 unless the carrier had notice that the bailor lacked such
1182 authority.
1183 (3) A carrier loses its his or her lien on any goods that
1184 it which the carrier voluntarily delivers or which he or she
1185 unjustifiably refuses to deliver.
1186 Section 39. Section 677.308, Florida Statutes, is amended
1187 to read:
1188 677.308 Enforcement of carrier’s lien.—
1189 (1) A carrier’s lien on goods may be enforced by public or
1190 private sale of the goods, in bulk block or in packages parcels,
1191 at any time or place and on any terms that which are
1192 commercially reasonable, after notifying all persons known to
1193 claim an interest in the goods. The Such notification shall must
1194 include a statement of the amount due, the nature of the
1195 proposed sale, and the time and place of any public sale. The
1196 fact that a better price could have been obtained by a sale at a
1197 different time or in a method different method from that
1198 selected by the carrier is not of itself sufficient to establish
1199 that the sale was not made in a commercially reasonable manner.
1200 If The carrier either sells the goods in a commercially
1201 reasonable the usual manner in any recognized market therefor or
1202 if the carrier he or she sells the goods in the usual manner in
1203 any recognized market therefor, sells at the price current in
1204 that such market at the time of the his or her sale, or if the
1205 carrier has otherwise sells sold in conformity with commercially
1206 reasonable practices among dealers in the type of goods sold he
1207 or she has sold in a commercially reasonable manner. A sale of
1208 more goods than apparently necessary to be offered to ensure
1209 satisfaction of the obligation is not commercially reasonable,
1210 except in cases covered by the preceding sentence.
1211 (2) Before any sale pursuant to this section, any person
1212 claiming a right in the goods may pay the amount necessary to
1213 satisfy the lien and the reasonable expenses incurred in
1214 complying with under this section. In that event, the goods may
1215 must not be sold, but shall must be retained by the carrier,
1216 subject to the terms of the bill of lading and this chapter.
1217 (3) The carrier may buy at any public sale pursuant to this
1218 section.
1219 (4) A purchaser in good faith of goods sold to enforce a
1220 carrier’s lien takes the goods free of any rights of persons
1221 against which whom the lien was valid, despite the carrier’s
1222 noncompliance by the carrier with the requirements of this
1223 section.
1224 (5) A The carrier may satisfy its his or her lien from the
1225 proceeds of any sale pursuant to this section but shall must
1226 hold the balance, if any, for delivery on demand to any person
1227 to which whom the carrier would have been bound to deliver the
1228 goods.
1229 (6) The rights provided by this section are shall be in
1230 addition to all other rights allowed by law to a creditor
1231 against a his or her debtor.
1232 (7) A carrier’s lien may be enforced pursuant to in
1233 accordance with either subsection (1) or the procedure set forth
1234 in s. 677.210(2).
1235 (8) A The carrier is liable for damages caused by failure
1236 to comply with the requirements for sale under this section and,
1237 in case of willful violation, is liable for conversion.
1238 Section 40. Section 677.309, Florida Statutes, is amended
1239 to read:
1240 677.309 Duty of care; contractual limitation of carrier’s
1241 liability.—
1242 (1) A carrier that who issues a bill of lading, whether
1243 negotiable or nonnegotiable, shall must exercise the degree of
1244 care in relation to the goods which a reasonably careful person
1245 would exercise under similar like circumstances. This subsection
1246 does not affect repeal or change any statute, regulation, law or
1247 rule of law that which imposes liability upon a common carrier
1248 for damages not caused by its negligence.
1249 (2) Damages may be limited by a term in the bill of lading
1250 or in a transportation agreement provision that the carrier’s
1251 liability may shall not exceed a value stated in the bill or
1252 transportation agreement document if the carrier’s rates are
1253 dependent upon value and the consignor by the carrier’s tariff
1254 is afforded an opportunity to declare a higher value and the
1255 consignor or a value as lawfully provided in the tariff, or
1256 where no tariff is filed he or she is otherwise advised of the
1257 such opportunity. However,; but no such a limitation is not
1258 effective with respect to the carrier’s liability for conversion
1259 to its own use.
1260 (3) Reasonable provisions as to the time and manner of
1261 presenting claims and commencing instituting actions based on
1262 the shipment may be included in the bill of lading or a
1263 transportation agreement tariff.
1264 Section 41. Section 677.401, Florida Statutes, is amended
1265 to read:
1266 677.401 Irregularities in issue of receipt or bill or
1267 conduct of issuer.—The obligations imposed by this chapter on an
1268 issuer apply to a document of title even if regardless of the
1269 fact that:
1270 (1) The document does may not comply with the requirements
1271 of this chapter or of any other statute, rule of law, law or
1272 regulation regarding its issuance issue, form, or content; or
1273 (2) The issuer may have violated laws regulating the
1274 conduct of its his or her business; or
1275 (3) The goods covered by the document were owned by the
1276 bailee when at the time the document was issued; or
1277 (4) The person issuing the document is not a warehouse but
1278 the document does not come within the definition of warehouseman
1279 if it purports to be a warehouse receipt.
1280 Section 42. Section 677.402, Florida Statutes, is amended
1281 to read:
1282 677.402 Duplicate document of title receipt or bill;
1283 overissue.—Neither A duplicate or nor any other document of
1284 title purporting to cover goods already represented by an
1285 outstanding document of the same issuer does not confer confers
1286 any right in the goods, except as provided in the case of
1287 tangible bills of lading in a set of parts, overissue of
1288 documents for fungible goods, and substitutes for lost, stolen
1289 or destroyed documents, or substitute documents issued pursuant
1290 to s. 677.105. But The issuer is liable for damages caused by
1291 its his or her overissue or failure to identify a duplicate
1292 document as such by a conspicuous notation on its face.
1293 Section 43. Section 677.403, Florida Statutes, is amended
1294 to read:
1295 677.403 Obligation of bailee warehouseman or carrier to
1296 deliver; excuse.—
1297 (1) A The bailee shall must deliver the goods to a person
1298 entitled under a the document of title if the person who
1299 complies with subsections (2) and (3), unless and to the extent
1300 that the bailee establishes any of the following:
1301 (a) Delivery of the goods to a person whose receipt was
1302 rightful as against the claimant;
1303 (b) Damage to or delay, loss or destruction of the goods
1304 for which the bailee is not liable, but the burden of
1305 establishing negligence in such cases when value of such damage,
1306 delay, loss, or destruction exceeds $10,000 is on the person
1307 entitled under the document;.
1308 (c) Previous sale or other disposition of the goods in
1309 lawful enforcement of a lien or on a warehouse’s warehouseman’s
1310 lawful termination of storage;
1311 (d) The exercise by a seller of its his or her right to
1312 stop delivery pursuant to s. 672.705 or by a lessor of its right
1313 to stop delivery pursuant to s. 680.526 the provisions of the
1314 chapter on sales (s. 672.705);
1315 (e) A diversion, reconsignment, or other disposition
1316 pursuant to s. 677.303 the provisions of this chapter (s.
1317 677.303) or tariff regulating such right;
1318 (f) Release, satisfaction, or any other fact affording a
1319 personal defense against the claimant; or
1320 (g) Any other lawful excuse.
1321 (2) A person claiming goods covered by a document of title
1322 shall must satisfy the bailee’s lien if where the bailee so
1323 requests or if where the bailee is prohibited by law from
1324 delivering the goods until the charges are paid.
1325 (3) Unless a the person claiming the goods is a person one
1326 against which whom the document of title does not confer a
1327 confers no right under s. 677.503(1):,
1328 (a) The person claiming under a document shall he or she
1329 must surrender possession or control of any outstanding
1330 negotiable document covering the goods for cancellation or
1331 indication of partial deliveries; and
1332 (b) for cancellation or notation of partial deliveries any
1333 outstanding negotiable document covering the goods, and The
1334 bailee shall must cancel the document or conspicuously indicate
1335 in the document note the partial delivery thereon or the bailee
1336 is be liable to any person to which whom the document is duly
1337 negotiated.
1338 (4) “Person entitled under the document” means holder in
1339 the case of a negotiable document, or the person to whom
1340 delivery is to be made by the terms of or pursuant to written
1341 instructions under a nonnegotiable document.
1342 Section 44. Section 677.404, Florida Statutes, is amended
1343 to read:
1344 677.404 No liability for good faith delivery pursuant to
1345 document of title receipt or bill.—A bailee that who in good
1346 faith including observance of reasonable commercial standards
1347 has received goods and delivered or otherwise disposed of the
1348 goods them according to the terms of the document of title or
1349 pursuant to this chapter is not liable for the goods therefor.
1350 This rule applies even if:
1351 (1) though The person from which the bailee whom he or she
1352 received the goods did not have had no authority to procure the
1353 document or to dispose of the goods; or
1354 (2) The and even though the person to which the bailee whom
1355 he or she delivered the goods did not have had no authority to
1356 receive the goods them.
1357 Section 45. Section 677.501, Florida Statutes, is amended
1358 to read:
1359 677.501 Form of negotiation and requirements of “due
1360 negotiation.”—
1361 (1) The following rules apply to a negotiable tangible
1362 document of title:
1363 (a) If the document’s original terms run running to the
1364 order of a named person, the document is negotiated by the named
1365 person’s indorsement and delivery. After the named person’s his
1366 or her indorsement in blank or to bearer, any person may can
1367 negotiate the document it by delivery alone.
1368 (b) If the document’s original
1369 (2)(a) A negotiable document of title is also negotiated by
1370 delivery alone when by its original terms run it runs to bearer,
1371 it is negotiated by delivery alone.
1372 (c) If the document’s original terms run
1373 (b) When a document running to the order of a named person
1374 and it is delivered to the named person, him or her the effect
1375 is the same as if the document had been negotiated.
1376 (d)(3) Negotiation of the a negotiable document of title
1377 after it has been indorsed to a named specified person requires
1378 indorsement by the named person and special indorsee as well as
1379 delivery.
1380 (e)(4) A negotiable document of title is duly negotiated if
1381 “duly negotiated” when it is negotiated in the manner stated in
1382 this subsection section to a holder that who purchases it in
1383 good faith, without notice of any defense against or claim to it
1384 on the part of any person, and for value, unless it is
1385 established that the negotiation is not in the regular course of
1386 business or financing or involves receiving the document in
1387 settlement or payment of a money obligation.
1388 (2) The following rules apply to a negotiable electronic
1389 document of title:
1390 (a) If the document’s original terms run to the order of a
1391 named person or to bearer, the document is negotiated by
1392 delivery of the document to another person. Indorsement by the
1393 named person is not required to negotiate the document.
1394 (b) If the document’s original terms run to the order of a
1395 named person and the named person has control of the document,
1396 the effect is the same as if the document had been negotiated.
1397 (c) A document is duly negotiated if it is negotiated in
1398 the manner stated in this subsection to a holder that purchases
1399 it in good faith, without notice of any defense against or claim
1400 to it on the part of any person, and for value, unless it is
1401 established that the negotiation is not in the regular course of
1402 business or financing or involves taking delivery of the
1403 document in settlement or payment of a monetary obligation.
1404 (3)(5) Indorsement of a nonnegotiable document of title
1405 neither makes it negotiable nor adds to the transferee’s rights.
1406 (4)(6) The naming in a negotiable bill of lading of a
1407 person to be notified of the arrival of the goods does not limit
1408 the negotiability of the bill or nor constitute notice to a
1409 purchaser of the bill thereof of any interest of that such
1410 person in the goods.
1411 Section 46. Section 677.502, Florida Statutes, is amended
1412 to read:
1413 677.502 Rights acquired by due negotiation.—
1414 (1) Subject to ss. the following section and to the
1415 provisions of s. 677.205 and 677.503 on fungible goods, a holder
1416 to which whom a negotiable document of title has been duly
1417 negotiated acquires thereby:
1418 (a) Title to the document;
1419 (b) Title to the goods;
1420 (c) All rights accruing under the law of agency or
1421 estoppel, including rights to goods delivered to the bailee
1422 after the document was issued; and
1423 (d) The direct obligation of the issuer to hold or deliver
1424 the goods according to the terms of the document free of any
1425 defense or claim by the issuer him or her except those arising
1426 under the terms of the document or under this chapter, but. in
1427 the case of a delivery order, the bailee’s obligation accrues
1428 only upon the bailee’s acceptance of the delivery order and the
1429 obligation acquired by the holder is that the issuer and any
1430 indorser will procure the acceptance of the bailee.
1431 (2) Subject to the following section, title and rights so
1432 acquired by due negotiation are not defeated by any stoppage of
1433 the goods represented by the document of title or by surrender
1434 of the such goods by the bailee, and are not impaired even if:
1435 (a) though The due negotiation or any prior due negotiation
1436 constituted a breach of duty; or even though
1437 (b) Any person has been deprived of possession of a
1438 negotiable tangible the document or control of a negotiable
1439 electronic document by misrepresentation, fraud, accident,
1440 mistake, duress, loss, theft, or conversion;, or even though
1441 (c) A previous sale or other transfer of the goods or
1442 document has been made to a third person.
1443 Section 47. Section 677.503, Florida Statutes, is amended
1444 to read:
1445 677.503 Document of title to goods defeated in certain
1446 cases.—
1447 (1) A document of title confers no right in goods against a
1448 person that who before issuance of the document had a legal
1449 interest or a perfected security interest in the goods them and
1450 that did not who neither:
1451 (a) Deliver or entrust the goods Delivered or entrusted
1452 them or any document of title covering the goods them to the
1453 bailor or the bailor’s nominee with:
1454 1. Actual or apparent authority to ship, store, or sell; or
1455 with
1456 2. Power to obtain delivery under s. 677.403; this chapter
1457 (s. 677.403) or with
1458 3. Power of disposition under s. 672.403, s. 680.304(2), s.
1459 680.305(2), s. 679.320, or s. 679.321(3) this code (ss. 672.403
1460 and 679.320) or other statute or rule of law; or nor
1461 (b) Acquiesce Acquiesced in the procurement by the bailor
1462 or its the bailor’s nominee of any document of title.
1463 (2) Title to goods based upon an unaccepted delivery order
1464 is subject to the rights of any person anyone to which whom a
1465 negotiable warehouse receipt or bill of lading covering the
1466 goods has been duly negotiated. That Such a title may be
1467 defeated under the next section to the same extent as the rights
1468 of the issuer or a transferee from the issuer.
1469 (3) Title to goods based upon a bill of lading issued to a
1470 freight forwarder is subject to the rights of any person anyone
1471 to which whom a bill issued by the freight forwarder is duly
1472 negotiated. However,; but delivery by the carrier in accordance
1473 with part IV of this chapter pursuant to its own bill of lading
1474 discharges the carrier’s obligation to deliver.
1475 Section 48. Section 677.504, Florida Statutes, is amended
1476 to read:
1477 677.504 Rights acquired in the absence of due negotiation;
1478 effect of diversion; seller’s stoppage of delivery.—
1479 (1) A transferee of a document of title, whether negotiable
1480 or nonnegotiable, to which whom the document has been delivered
1481 but not duly negotiated, acquires the title and rights that its
1482 which his or her transferor had or had actual authority to
1483 convey.
1484 (2) In the case of a transfer of a nonnegotiable document
1485 of title, until but not after the bailee receives notice
1486 notification of the transfer, the rights of the transferee may
1487 be defeated:
1488 (a) By those creditors of the transferor which who could
1489 treat the transfer sale as void under s. 672.402 or s. 680.308;
1490 or
1491 (b) By a buyer from the transferor in ordinary course of
1492 business if the bailee has delivered the goods to the buyer or
1493 received notification of the buyer’s his or her rights; or
1494 (c) By a lessee from the transferor in ordinary course of
1495 business if the bailee has delivered the goods to the lessee or
1496 received notification of the lessee’s rights; or
1497 (d)(c) As against the bailee, by good-faith good faith
1498 dealings of the bailee with the transferor.
1499 (3) A diversion or other change of shipping instructions by
1500 the consignor in a nonnegotiable bill of lading which causes the
1501 bailee not to deliver to the consignee defeats the consignee’s
1502 title to the goods if the goods they have been delivered to a
1503 buyer or a lessee in ordinary course of business and, in any
1504 event, defeats the consignee’s rights against the bailee.
1505 (4) Delivery of the goods pursuant to a nonnegotiable
1506 document of title may be stopped by a seller under s. 672.705 or
1507 by a lessor under s. 680.526, and subject to the requirements
1508 requirement of due notification there provided. A bailee that
1509 honors honoring the seller’s or lessor’s instructions is
1510 entitled to be indemnified by the seller or lessor against any
1511 resulting loss or expense.
1512 Section 49. Section 677.505, Florida Statutes, is amended
1513 to read:
1514 677.505 Indorser not a guarantor for other parties.—The
1515 indorsement of a tangible document of title issued by a bailee
1516 does not make the indorser liable for any default by the bailee
1517 or by previous indorsers.
1518 Section 50. Section 677.506, Florida Statutes, is amended
1519 to read:
1520 677.506 Delivery without indorsement; right to compel
1521 indorsement.—The transferee of a negotiable tangible document of
1522 title has a specifically enforceable right to have its his or
1523 her transferor supply any necessary indorsement but the transfer
1524 becomes a negotiation only as of the time the indorsement is
1525 supplied.
1526 Section 51. Section 677.507, Florida Statutes, is amended
1527 to read:
1528 677.507 Warranties on negotiation or delivery of document
1529 of title transfer of receipt or bill.—If Where a person
1530 negotiates or delivers transfers a document of title for value,
1531 otherwise than as a mere intermediary under the next following
1532 section, then unless otherwise agreed, the transferor, in
1533 addition to any warranty made in selling or leasing the goods,
1534 person warrants to its his or her immediate purchaser only that
1535 in addition to any warranty made in selling the goods:
1536 (1) That The document is genuine; and
1537 (2) The transferor does not have That he or she has no
1538 knowledge of any fact that which would impair the document’s its
1539 validity or worth; and
1540 (3) The That his or her negotiation or delivery transfer is
1541 rightful and fully effective with respect to the title to the
1542 document and the goods it represents.
1543 Section 52. Section 677.508, Florida Statutes, is amended
1544 to read:
1545 677.508 Warranties of collecting bank as to documents of
1546 title.—A collecting bank or other intermediary known to be
1547 entrusted with documents of title on behalf of another or with
1548 collection of a draft or other claim against delivery of
1549 documents warrants by the such delivery of the documents only
1550 its own good faith and authority. This rule applies even if
1551 though the collecting bank or other intermediary has purchased
1552 or made advances against the claim or draft to be collected.
1553 Section 53. Section 677.509, Florida Statutes, is amended
1554 to read:
1555 677.509 Receipt or bill; when Adequate compliance with
1556 commercial contract.—The question Whether a document of title is
1557 adequate to fulfill the obligations of a contract for sale, or
1558 the conditions of a letter of credit, or a contract for lease is
1559 determined governed by chapter 672, chapter 675, or chapter 680
1560 the chapters on sales (chapter 672) and on letters of credit
1561 (chapter 675).
1562 Section 54. Section 677.601, Florida Statutes, is amended
1563 to read:
1564 677.601 Lost, stolen, or destroyed and missing documents of
1565 title.—
1566 (1) If a document of title is has been lost, stolen, or
1567 destroyed, a court may order delivery of the goods or issuance
1568 of a substitute document and the bailee may without liability to
1569 any person comply with the such order. If the document was
1570 negotiable, a court may not order delivery of the goods or the
1571 issuance of a substitute document without the claimant’s posting
1572 claimant must post security unless it finds that approved by the
1573 court to indemnify any person that who may suffer loss as a
1574 result of nonsurrender of possession or control of the document
1575 is adequately protected against the loss. If the document was
1576 nonnegotiable not negotiable, the court such security may
1577 require security be required at the discretion of the court. The
1578 court may also in its discretion order payment of the bailee’s
1579 reasonable costs and attorney’s counsel fees in any action under
1580 this subsection.
1581 (2) A bailee that, who without a court order, delivers
1582 goods to a person claiming under a missing negotiable document
1583 of title is liable to any person injured thereby., and If the
1584 delivery is not in good faith, the bailee is becomes liable for
1585 conversion. Delivery in good faith is not conversion if made in
1586 accordance with a filed classification or tariff or, where no
1587 classification or tariff is filed, if the claimant posts
1588 security with the bailee in an amount at least double the value
1589 of the goods at the time of posting to indemnify any person
1590 injured by the delivery which who files a notice of claim within
1591 1 year after the delivery.
1592 Section 55. Section 677.602, Florida Statutes, is amended
1593 to read:
1594 677.602 Judicial process against Attachment of goods
1595 covered by a negotiable document of title.—Unless a Except where
1596 the document of title was originally issued upon delivery of the
1597 goods by a person that did not have who had no power to dispose
1598 of them, a no lien does not attach attaches by virtue of any
1599 judicial process to goods in the possession of a bailee for
1600 which a negotiable document of title is outstanding unless
1601 possession or control of the document is be first surrendered to
1602 the bailee or the document’s its negotiation is enjoined., and
1603 The bailee may shall not be compelled to deliver the goods
1604 pursuant to process until possession or control of the document
1605 is surrendered to the bailee or to him or her or impounded by
1606 the court. A purchaser of One who purchases the document for
1607 value without notice of the process or injunction takes free of
1608 the lien imposed by judicial process.
1609 Section 56. Section 677.603, Florida Statutes, is amended
1610 to read:
1611 677.603 Conflicting claims; interpleader.—If more than one
1612 person claims title to or possession of the goods, the bailee is
1613 excused from delivery until the bailee he or she has had a
1614 reasonable time to ascertain the validity of the adverse claims
1615 or to commence bring an action for to compel all claimants to
1616 interplead and may compel such interpleader. The bailee may
1617 assert an interpleader, either in defending an action for
1618 nondelivery of the goods, or by original action, whichever is
1619 appropriate.
1620 Section 57. Subsection (7) is added to section 678.1031,
1621 Florida Statutes, to read:
1622 678.1031 Rules for determining whether certain obligations
1623 and interests are securities or financial assets.—
1624 (7) A document of title is not a financial asset unless s.
1625 678.1021(1)(i)2. applies.
1626 Section 58. Subsection (2) of section 679.1021, Florida
1627 Statutes, is amended to read:
1628 679.1021 Definitions and index of definitions.—
1629 (2) The following definitions in other chapters apply to
1630 this chapter:
1631 “Applicant” s. 675.103.
1632 “Beneficiary” s. 675.103.
1633 “Broker” s. 678.1021.
1634 “Certificated security” s. 678.1021.
1635 “Check” s. 673.1041.
1636 “Clearing corporation” s. 678.1021.
1637 “Contract for sale” s. 672.106.
1638 “Control” s. 677.106.
1639 “Customer” s. 674.104.
1640 “Entitlement holder” s. 678.1021.
1641 “Financial asset” s. 678.1021.
1642 “Holder in due course” s. 673.3021.
1643 “Issuer” (with respect to a letter of credit
1644 or letter-of-credit right) s. 675.103.
1645 “Issuer” (with respect to a security) s. 678.2011.
1646 “Issuer” (with respect to documents of title) s. 677.102.
1647 “Lease” s. 680.1031.
1648 “Lease agreement” s. 680.1031.
1649 “Lease contract” s. 680.1031.
1650 “Leasehold interest” s. 680.1031.
1651 “Lessee” s. 680.1031.
1652 “Lessee in ordinary course of
1653 business” s. 680.1031.
1654 “Lessor” s. 680.1031.
1655 “Lessor’s residual interest” s. 680.1031.
1656 “Letter of credit” s. 675.103.
1657 “Merchant” s. 672.104.
1658 “Negotiable instrument” s. 673.1041.
1659 “Nominated person” s. 675.103.
1660 “Note” s. 673.1041.
1661 “Proceeds of a letter of credit” s. 675.114.
1662 “Prove” s. 673.1031.
1663 “Sale” s. 672.106.
1664 “Securities account” s. 678.5011.
1665 “Securities intermediary” s. 678.1021.
1666 “Security” s. 678.1021.
1667 “Security certificate” s. 678.1021.
1668 “Security entitlement” s. 678.1021.
1669 “Uncertificated security” s. 678.1021.
1670 Section 59. Subsection (2) of section 679.2031, Florida
1671 Statutes, is amended to read:
1672 679.2031 Attachment and enforceability of security
1673 interest; proceeds; supporting obligations; formal requisites.—
1674 (2) Except as otherwise provided in subsections (3) through
1675 (10), a security interest is enforceable against the debtor and
1676 third parties with respect to the collateral only if:
1677 (a) Value has been given;
1678 (b) The debtor has rights in the collateral or the power to
1679 transfer rights in the collateral to a secured party; and
1680 (c) One of the following conditions is met:
1681 1. The debtor has authenticated a security agreement that
1682 provides a description of the collateral and, if the security
1683 interest covers timber to be cut, a description of the land
1684 concerned;
1685 2. The collateral is not a certificated security and is in
1686 the possession of the secured party under s. 679.3131 pursuant
1687 to the debtor’s security agreement;
1688 3. The collateral is a certificated security in registered
1689 form and the security certificate has been delivered to the
1690 secured party under s. 678.3011 pursuant to the debtor’s
1691 security agreement; or
1692 4. The collateral is deposit accounts, electronic chattel
1693 paper, investment property, or letter-of-credit rights, or
1694 electronic documents, and the secured party has control under s.
1695 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071
1696 pursuant to the debtor’s security agreement.
1697 Section 60. Subsection (3) of section 679.2071, Florida
1698 Statutes, is amended to read:
1699 679.2071 Rights and duties of secured party having
1700 possession or control of collateral.—
1701 (3) Except as otherwise provided in subsection (4), a
1702 secured party having possession of collateral or control of
1703 collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
1704 679.1061, or s. 679.1071:
1705 (a) May hold as additional security any proceeds, except
1706 money or funds, received from the collateral;
1707 (b) Shall apply money or funds received from the collateral
1708 to reduce the secured obligation, unless remitted to the debtor;
1709 and
1710 (c) May create a security interest in the collateral.
1711 Section 61. Subsection (2) of section 679.2081, Florida
1712 Statutes, is amended to read:
1713 679.2081 Additional duties of secured party having control
1714 of collateral.—
1715 (2) Within 10 days after receiving an authenticated demand
1716 by the debtor:
1717 (a) A secured party having control of a deposit account
1718 under s. 679.1041(1)(b) shall send to the bank with which the
1719 deposit account is maintained an authenticated statement that
1720 releases the bank from any further obligation to comply with
1721 instructions originated by the secured party;
1722 (b) A secured party having control of a deposit account
1723 under s. 679.1041(1)(c) shall:
1724 1. Pay the debtor the balance on deposit in the deposit
1725 account; or
1726 2. Transfer the balance on deposit into a deposit account
1727 in the debtor’s name;
1728 (c) A secured party, other than a buyer, having control of
1729 electronic chattel paper under s. 679.1051 shall:
1730 1. Communicate the authoritative copy of the electronic
1731 chattel paper to the debtor or its designated custodian;
1732 2. If the debtor designates a custodian that is the
1733 designated custodian with which the authoritative copy of the
1734 electronic chattel paper is maintained for the secured party,
1735 communicate to the custodian an authenticated record releasing
1736 the designated custodian from any further obligation to comply
1737 with instructions originated by the secured party and
1738 instructing the custodian to comply with instructions originated
1739 by the debtor; and
1740 3. Take appropriate action to enable the debtor or the
1741 debtor’s designated custodian to make copies of or revisions to
1742 the authoritative copy which add or change an identified
1743 assignee of the authoritative copy without the consent of the
1744 secured party;
1745 (d) A secured party having control of investment property
1746 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
1747 securities intermediary or commodity intermediary with which the
1748 security entitlement or commodity contract is maintained an
1749 authenticated record that releases the securities intermediary
1750 or commodity intermediary from any further obligation to comply
1751 with entitlement orders or directions originated by the secured
1752 party; and
1753 (e) A secured party having control of a letter-of-credit
1754 right under s. 679.1071 shall send to each person having an
1755 unfulfilled obligation to pay or deliver proceeds of the letter
1756 of credit to the secured party an authenticated release from any
1757 further obligation to pay or deliver proceeds of the letter of
1758 credit to the secured party; and.
1759 (f) A secured party having control of an electronic
1760 document shall:
1761 1. Give control of the electronic document to the debtor or
1762 its designated custodian;
1763 2. If the debtor designates a custodian that is the
1764 designated custodian with which the authoritative copy of the
1765 electronic document is maintained for the secured party,
1766 communicate to the custodian an authenticated record releasing
1767 the designated custodian from any further obligation to comply
1768 with instructions originated by the secured party and
1769 instructing the custodian to comply with instructions originated
1770 by the debtor; and
1771 3. Take appropriate action to enable the debtor or its
1772 designated custodian to make copies of or revisions to the
1773 authenticated copy which add or change an identified assignee of
1774 the authoritative copy without the consent of the secured party.
1775 Section 62. Subsection (3) of section 679.3011, Florida
1776 Statutes, is amended to read:
1777 679.3011 Law governing perfection and priority of security
1778 interests.—Except as otherwise provided in ss. 679.1091,
1779 679.3031, 679.3041, 679.3051, and 679.3061, the following rules
1780 determine the law governing perfection, the effect of perfection
1781 or nonperfection, and the priority of a security interest in
1782 collateral:
1783 (3) Except as otherwise provided in subsections (4) and
1784 (5), while tangible negotiable documents, goods, instruments,
1785 money, or tangible chattel paper is located in a jurisdiction,
1786 the local law of that jurisdiction governs:
1787 (a) Perfection of a security interest in the goods by
1788 filing a fixture filing;
1789 (b) Perfection of a security interest in timber to be cut;
1790 and
1791 (c) The effect of perfection or nonperfection and the
1792 priority of a nonpossessory security interest in the collateral.
1793 Section 63. Subsection (2) of section 679.3101, Florida
1794 Statutes, is amended to read:
1795 679.3101 When filing required to perfect security interest
1796 or agricultural lien; security interests and agricultural liens
1797 to which filing provisions do not apply.—
1798 (2) The filing of a financing statement is not necessary to
1799 perfect a security interest:
1800 (a) That is perfected under s. 679.3081(4), (5), (6), or
1801 (7);
1802 (b) That is perfected under s. 679.3091 when it attaches;
1803 (c) In property subject to a statute, regulation, or treaty
1804 described in s. 679.3111(1);
1805 (d) In goods in possession of a bailee which is perfected
1806 under s. 679.3121(4)(a) or (b);
1807 (e) In certificated securities, documents, goods, or
1808 instruments which is perfected without filing, control, or
1809 possession under s. 679.3121(5), (6), or (7);
1810 (f) In collateral in the secured party’s possession under
1811 s. 679.3131;
1812 (g) In a certificated security which is perfected by
1813 delivery of the security certificate to the secured party under
1814 s. 679.3131;
1815 (h) In deposit accounts, electronic chattel paper,
1816 electronic documents, investment property, or letter-of-credit
1817 rights which is perfected by control under s. 679.3141;
1818 (i) In proceeds which is perfected under s. 679.3151; or
1819 (j) That is perfected under s. 679.3161.
1820 Section 64. Subsection (5) of section 679.3121, Florida
1821 Statutes, is amended to read:
1822 679.3121 Perfection of security interests in chattel paper,
1823 deposit accounts, documents, goods covered by documents,
1824 instruments, investment property, letter-of-credit rights, and
1825 money; perfection by permissive filing; temporary perfection
1826 without filing or transfer of possession.—
1827 (5) A security interest in certificated securities,
1828 negotiable documents, or instruments is perfected without filing
1829 or the taking of possession or control for a period of 20 days
1830 from the time it attaches to the extent that it arises for new
1831 value given under an authenticated security agreement.
1832 Section 65. Subsection (1) of section 679.3131, Florida
1833 Statutes, is amended to read:
1834 679.3131 When possession by or delivery to secured party
1835 perfects security interest without filing.—
1836 (1) Except as otherwise provided in subsection (2), a
1837 secured party may perfect a security interest in tangible
1838 negotiable documents, goods, instruments, money, or tangible
1839 chattel paper by taking possession of the collateral. A secured
1840 party may perfect a security interest in certificated securities
1841 by taking delivery of the certificated securities under s.
1842 678.3011.
1843 Section 66. Subsections (1) and (2) of section 679.3141,
1844 Florida Statutes, are amended to read:
1845 679.3141 Perfection by control.—
1846 (1) A security interest in investment property, deposit
1847 accounts, letter-of-credit rights, or electronic chattel paper,
1848 or electronic documents may be perfected by control of the
1849 collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
1850 679.1061, or s. 679.1071.
1851 (2) A security interest in deposit accounts, electronic
1852 chattel paper, or letter-of-credit rights, or electronic
1853 documents is perfected by control under s. 677.106, s. 679.1041,
1854 s. 679.1051, or s. 679.1071 when the secured party obtains
1855 control and remains perfected by control only while the secured
1856 party retains control.
1857 Section 67. Subsections (2) and (4) of section 679.3171,
1858 Florida Statutes, are amended to read:
1859 679.3171 Interests that take priority over or take free of
1860 security interest or agricultural lien.—
1861 (2) Except as otherwise provided in subsection (5), a
1862 buyer, other than a secured party, of tangible chattel paper,
1863 tangible documents, goods, instruments, or a security
1864 certificate takes free of a security interest or agricultural
1865 lien if the buyer gives value and receives delivery of the
1866 collateral without knowledge of the security interest or
1867 agricultural lien and before it is perfected.
1868 (4) A licensee of a general intangible or a buyer, other
1869 than a secured party, of accounts, electronic chattel paper,
1870 electronic documents, general intangibles, or investment
1871 property other than a certificated security takes free of a
1872 security interest if the licensee or buyer gives value without
1873 knowledge of the security interest and before it is perfected.
1874 Section 68. Subsection (2) of section 679.338, Florida
1875 Statutes, is amended to read:
1876 679.338 Priority of security interest or agricultural lien
1877 perfected by filed financing statement providing certain
1878 incorrect information.—If a security interest or agricultural
1879 lien is perfected by a filed financing statement providing
1880 information described in s. 679.516(2)(d) which is incorrect at
1881 the time the financing statement is filed:
1882 (2) A purchaser, other than a secured party, of the
1883 collateral takes free of the security interest or agricultural
1884 lien to the extent that, in reasonable reliance upon the
1885 incorrect information, the purchaser gives value and, in the
1886 case of tangible chattel paper, tangible documents, goods,
1887 instruments, or a security certificate, receives delivery of the
1888 collateral.
1889 Section 69. Paragraphs (a) and (o) of subsection (1) of
1890 section 680.1031, Florida Statutes, are amended to read:
1891 680.1031 Definitions and index of definitions.—
1892 (1) In this chapter, unless the context otherwise requires:
1893 (a) “Buyer in ordinary course of business” means a person
1894 who in good faith and without knowledge that the sale to him or
1895 her is in violation of the ownership rights or security interest
1896 or leasehold interest of a third party in the goods buys in
1897 ordinary course from a person in the business of selling goods
1898 of that kind but does not include a pawnbroker. Buying may be
1899 for cash or by exchange of other property or on secured or
1900 unsecured credit and includes acquiring receiving goods or
1901 documents of title under a preexisting contract for sale but
1902 does not include a transfer in bulk or as security for or in
1903 total or partial satisfaction of a money debt.
1904 (o) “Lessee in ordinary course of business” means a person
1905 who in good faith and without knowledge that the lease to him or
1906 her is in violation of the ownership rights or security interest
1907 or leasehold interest of a third party in the goods leases in
1908 ordinary course from a person in the business of selling or
1909 leasing goods of that kind but does not include a pawnbroker.
1910 Leasing may be for cash or by exchange of other property or on
1911 secured or unsecured credit and includes acquiring receiving
1912 goods or documents of title under a preexisting lease contract
1913 but does not include a transfer in bulk or as security for or in
1914 total or partial satisfaction of a money debt.
1915 Section 70. Subsection (2) of section 680.514, Florida
1916 Statutes, is amended to read:
1917 680.514 Waiver of lessee’s objections.—
1918 (2) A lessee’s failure to reserve rights when paying rent
1919 or other consideration against documents precludes recovery of
1920 the payment for defects apparent in on the face of the
1921 documents.
1922 Section 71. Subsection (2) of section 680.526, Florida
1923 Statutes, is amended to read:
1924 680.526 Lessor’s stoppage of delivery in transit or
1925 otherwise.—
1926 (2) In pursuing her or his remedies under subsection (1),
1927 the lessor may stop delivery until:
1928 (a) Receipt of the goods by the lessee;
1929 (b) Acknowledgment to the lessee by any bailee of the
1930 goods, except a carrier, that the bailee holds the goods for the
1931 lessee; or
1932 (c) Such an acknowledgment to the lessee by a carrier via
1933 reshipment or as a warehouse warehouseman.
1934 Section 72. This act shall take effect July 1, 2010.