CS/HB 731

1	A bill to be entitled
2	An act relating to the Uniform Commercial Code; revising
3	and providing provisions of the Uniform Commercial Code
4	relating to electronic documents of title, warehouse
5	receipts, bills of lading, and other documents of title to
6	conform to the revised Article 7 of the Uniform Commercial
7	Code as prepared by the National Conference of
8	Commissioners on Uniform State Laws; amending ss. 668.50
9	and 671.304, F.S.; correcting cross-references; amending
10	ss. 671.201, 672.103, 672.104, 674.104, 677.102, and
11	679.1021, F.S.; revising and providing definitions;
12	revising provisions pertaining to definitions applicable
13	to certain provisions of the code, to conform cross-
14	references to revisions made by this act; amending s.
15	672.310, F.S.; revising time when certain delivery
16	payments are due; amending ss. 559.9232, 672.323, 672.401,
17	672.503, 672.505, 672.506, 672.509, 672.605, 672.705,
18	674.2101, 677.201, 677.202, 677.203, 677.205, 677.206,
19	677.207, 677.208, 677.301, 677.302, 677.304, 677.305,
20	677.401, 677.402, 677.403, 677.404, 677.502, 677.503,
21	677.505, 677.506, 677.507, 677.508, 677.509, 677.602,
22	677.603, 679.2031, 679.2071, 679.3011, 679.3101, 679.3121,
23	679.3131, 679.3141, 679.3171, 679.338, 680.1031, 680.514,
24	and 680.526, F.S.; revising provisions to conform to
25	changes made by this act; making editorial changes;
26	amending s. 677.103, F.S.; revising and providing
27	application in relation of chapter to treaty, statute,
28	classification, or regulation; amending s. 677.104, F.S.;
29	providing when certain documents of title are
30	nonnegotiable; amending s. 677.105, F.S.; authorizing an
31	issuer of the electronic document to issue a tangible
32	document of title as a substitute for the electronic
33	document under certain conditions; authorizing an issuer
34	of a tangible document to issue an electronic document of
35	title as a substitute for the tangible document under
36	certain conditions; creating s. 677.106, F.S.; providing
37	when certain persons have control of an electronic
38	document of title; amending s. 677.204, F.S.; revising
39	liability of certain damages; authorizing a warehouse
40	receipt or storage agreement to provide certain
41	requirements; amending s. 677.209, F.S.; revising
42	conditions for a warehouse to establish a lien against a
43	bailor; providing when and against whom the lien is
44	effective; amending s. 677.210, F.S.; revising provisions
45	relating to the enforcement of warehouse's liens; amending
46	s. 677.303, F.S.; prohibiting liability for certain
47	carriers; amending s. 677.307, F.S.; revising conditions
48	under which a carrier has a lien on goods covered by a
49	bill of lading; amending s. 677.308, F.S.; revising
50	provisions relating to the enforcement of a carrier's
51	lien; amending s. 677.309, F.S.; revising provisions
52	relating to the contractual limitation of a carrier's
53	liability; amending s. 677.501, F.S.; providing
54	requirements for negotiable tangible documents of title
55	and negotiable electronic documents of title; amending s.
56	677.504, F.S.; providing condition under which the rights
57	of the transferee may be defeated; amending s. 677.601,
58	F.S.; revising provisions relating to lost, stolen, or
59	destroyed documents of title; amending s. 678.1031, F.S.;
60	providing that certain documents of title are not
61	financial assets; amending s. 679.2081, F.S.; providing
62	requirements for secured parties having control of an
63	electronic document; providing an effective date.
64
65	Be It Enacted by the Legislature of the State of Florida:
66
67	Section 1.  Paragraph (f) of subsection (2) of section
68	559.9232, Florida Statutes, is amended to read:
69	559.9232  Definitions; exclusion of rental-purchase
70	agreements from certain regulations.-
71	(2)  A rental-purchase agreement that complies with this
72	act shall not be construed to be, nor be governed by, any of the
73	following:
74	(f)  A security interest as defined in s. 671.201(38)(35).
75	Section 2.  Paragraph (d) of subsection (16) of section
76	668.50, Florida Statutes, is amended to read:
77	668.50  Uniform Electronic Transaction Act.-
78	(16)  TRANSFERABLE RECORDS.-
79	(d)  Except as otherwise agreed, a person having control of
80	a transferable record is the holder, as defined in s.
81	671.201(21), of the transferable record and has the same rights
82	and defenses as a holder of an equivalent record or writing
83	under the Uniform Commercial Code, including, if the applicable
84	statutory requirements under s. 673.3021, s. 677.501, or s.
85	679.330 679.308 are satisfied, the rights and defenses of a
86	holder in due course, a holder to which a negotiable document of
87	title has been duly negotiated, or a purchaser, respectively.
88	Delivery, possession, and indorsement are not required to obtain
89	or exercise any of the rights under this paragraph.
90	Section 3.  Present subsections (25) through (43) of
91	section 671.201, Florida Statutes, are renumbered as subsections
92	(28) through (46), respectively, new subsections (25), (26), and
93	(27) are added to that section, and present subsections (5),
94	(6), (10), (15), (16), (21), and (42) are amended, to read:
95	671.201  General definitions.-Unless the context otherwise
96	requires, words or phrases defined in this section, or in the
97	additional definitions contained in other chapters of this code
98	which apply to particular chapters or parts thereof, have the
99	meanings stated. Subject to definitions contained in other
100	chapters of this code which apply to particular chapters or
101	parts thereof, the term:
102	(5)  "Bearer" means a person in control of a negotiable
103	electronic document of title or a person in possession of a
104	negotiable instrument, a negotiable tangible document of title,
105	or a certificated security that is payable to bearer or indorsed
106	in blank.
107	(6)  "Bill of lading" means a document of title evidencing
108	the receipt of goods for shipment issued by a person engaged in
109	the business of directly or indirectly transporting or
110	forwarding goods. The term does not include a warehouse receipt.
111	(10)  "Conspicuous," with reference to a term, means so
112	written, displayed, or presented that a reasonable person
113	against which whom it is to operate ought to have noticed it.
114	Whether a term is "conspicuous" is a decision for the court.
115	Conspicuous terms include the following:
116	(a)  A heading in capitals in a size equal to or greater in
117	size larger than that of the surrounding text, or in contrasting
118	a type, font, or color in contrast to the surrounding text of
119	the same or lesser size; and.
120	(b)  Language in the body of a record or display in larger
121	type larger than that of the surrounding text; in a type, font,
122	or color in contrast to the surrounding text of the same size;
123	or set off from surrounding text of the same size by symbols or
124	other marks that call attention to the language.
125	(15)  "Delivery," with respect to an electronic document of
126	title, means voluntary transfer of control and "delivery," with
127	respect to instruments instrument, tangible document of title,
128	or chattel paper, or certificated securities, means voluntary
129	transfer of possession.
130	(16)  "Document of title" means a record:
131	(a) includes bill of lading, dock warrant, dock receipt,
132	warehouse receipt or order for the delivery of goods, and any
133	other document That in the regular course of business or
134	financing is treated as adequately evidencing that the person in
135	possession or control of the record it is entitled to receive,
136	control, hold, and dispose of the record document and the goods
137	the record it covers; and
138	(b)  That purports to be issued by or addressed to a bailee
139	and to cover goods in the bailee's possession which are either
140	identified or are fungible portions of an identified mass. The
141	term includes a bill of lading, transport document, dock
142	warrant, dock receipt, warehouse receipt, and order for delivery
143	of goods. An electronic document of title means a document of
144	title evidenced by a record consisting of information stored in
145	an electronic medium. A tangible document of title means a
146	document of title evidenced by a record consisting of
147	information that is inscribed on a tangible medium. To be a
148	document of title, a document must purport to be issued by or
149	addressed to a bailee and purport to cover goods in the bailee's
150	possession which are either identified or are fungible portions
151	of an identified mass.
152	(21)  "Holder" means:
153	(a)  The person in possession of a negotiable instrument
154	that is payable either to bearer or to an identified person that
155	is the person in possession; or
156	(b)  The person in possession of a negotiable tangible
157	document of title if the goods are deliverable either to bearer
158	or to the order of the person in possession; or.
159	(c)  The person in control of a negotiable electronic
160	document of title.
161	(25)  Subject to subsection (27), a person has "notice" of
162	a fact if the person:
163	(a)  Has actual knowledge of it;
164	(b)  Has received a notice or notification of it; or
165	(c)  From all the facts and circumstances known to the
166	person at the time in question, has reason to know that it
167	exists. A person "knows" or has "knowledge" of a fact when the
168	person has actual knowledge of it. "Discover" or "learn" or a
169	word or phrase of similar import refers to knowledge rather than
170	to reason to know. The time and circumstances under which a
171	notice or notification may cease to be effective are not
172	determined by this section.
173	(26)  A person "notifies" or "gives" a notice or
174	notification to another person by taking such steps as may be
175	reasonably required to inform the other person in ordinary
176	course, whether or not the other person actually comes to know
177	of it. Subject to subsection (27), a person "receives" a notice
178	or notification when:
179	(a)  It comes to that person's attention; or
180	(b)  It is duly delivered in a form reasonable under the
181	circumstances at the place of business through which the
182	contract was made or at another location held out by that person
183	as the place for receipt of such communications.
184	(27)  Notice, knowledge, or a notice or notification
185	received by an organization is effective for a particular
186	transaction from the time when it is brought to the attention of
187	the individual conducting that transaction, and, in any event,
188	from the time when it would have been brought to the
189	individual's attention if the organization had exercised due
190	diligence. An organization exercises due diligence if it
191	maintains reasonable routines for communicating significant
192	information to the person conducting the transaction and there
193	is reasonable compliance with the routines. Due diligence does
194	not require an individual acting for the organization to
195	communicate information unless such communication is part of the
196	individual's regular duties or the individual has reason to know
197	of the transaction and that the transaction would be materially
198	affected by the information.
199	(45)(42)  "Warehouse receipt" means a document of title
200	receipt issued by a person engaged in the business of storing
201	goods for hire.
202	Section 4.  Subsection (5) of section 671.304, Florida
203	Statutes, is amended to read:
204	671.304  Laws not repealed; precedence where code
205	provisions in conflict with other laws; certain statutory
206	remedies retained.-
207	(5)  The effectiveness of any financing statement or
208	continuation statement filed prior to January 1, 1980, or any
209	continuation statement filed on or after October 1, 1984, which
210	states that the debtor is a transmitting utility as provided in
211	s. 679.515(6) 679.403(6) shall continue until a termination
212	statement is filed, except that if this act requires a filing in
213	an office where there was no previous financing statement, a new
214	financing statement conforming to s. 680.109(4), Florida
215	Statutes 1979, shall be filed in that office.
216	Section 5.  Subsection (3) of section 672.103, Florida
217	Statutes, is amended to read:
218	672.103  Definitions and index of definitions.-
219	(3)  The following definitions in other chapters apply to
220	this chapter:
221	"Check," s. 673.1041.
222	"Consignee," s. 677.102.
223	"Consignor," s. 677.102.
224	"Consumer goods," s. 679.1021.
225	"Control," s. 677.106.
226	"Dishonor," s. 673.5021.
227	"Draft," s. 673.1041.
228	Section 6.  Subsection (2) of section 672.104, Florida
229	Statutes, is amended to read:
230	672.104  Definitions: "merchant"; "between merchants";
231	"financing agency."-
232	(2)  "Financing agency" means a bank, finance company or
233	other person who in the ordinary course of business makes
234	advances against goods or documents of title or who by
235	arrangement with either the seller or the buyer intervenes in
236	ordinary course to make or collect payment due or claimed under
237	the contract for sale, as by purchasing or paying the seller's
238	draft or making advances against it or by merely taking it for
239	collection whether or not documents of title accompany or are
240	associated with the draft. "Financing agency" includes also a
241	bank or other person who similarly intervenes between persons
242	who are in the position of seller and buyer in respect to the
243	goods (s. 672.707).
244	Section 7.  Subsection (3) of section 672.310, Florida
245	Statutes, is amended to read:
246	672.310  Open time for payment or running of credit;
247	authority to ship under reservation.-Unless otherwise agreed:
248	(3)  If delivery is authorized and made by way of documents
249	of title otherwise than by subsection (2) then payment is due
250	regardless of where the goods are to be received at the time and
251	place at which the buyer is to receive delivery of the tangible
252	documents or at the time the buyer is to receive delivery of the
253	electronic documents and at the seller's place of business or,
254	if none, the seller's residence regardless of where the goods
255	are to be received; and
256	Section 8.  Section 672.323, Florida Statutes, is amended
257	to read:
258	672.323  Form of bill of lading required in overseas
259	shipment; "overseas."-
260	(1)  Where the contract contemplates overseas shipment and
261	contains a term "C.I.F." or "C. & F. or F.O.B. vessel," the
262	seller unless otherwise agreed shall must obtain a negotiable
263	bill of lading stating that the goods have been loaded in on
264	board or, in the case of a term "C.I.F." or "C. & F.," received
265	for shipment.
266	(2)  Where in a case within subsection (1) a tangible bill
267	of lading has been issued in a set of parts, unless otherwise
268	agreed if the documents are not to be sent from abroad the buyer
269	may demand tender of the full set; otherwise only one part of
270	the bill of lading need be tendered. Even if the agreement
271	expressly requires a full set:
272	(a)  Due tender of a single part is acceptable within the
273	provisions of this chapter on cure of improper delivery (s.
274	672.508(1)); and
275	(b)  Even though the full set is demanded, if the documents
276	are sent from abroad the person tendering an incomplete set may
277	nevertheless require payment upon furnishing an indemnity which
278	the buyer in good faith deems adequate.
279	(3)  A shipment by water or by air or a contract
280	contemplating such shipment is "overseas" insofar as by usage of
281	trade or agreement it is subject to the commercial, financing or
282	shipping practices characteristic of international deepwater
283	commerce.
284	Section 9.  Subsections (2) and (3) of section 672.401,
285	Florida Statutes, are amended to read:
286	672.401  Passing of title; reservation for security;
287	limited application of this section.-Each provision of this
288	chapter with regard to the rights, obligations and remedies of
289	the seller, the buyer, purchasers or other third parties applies
290	irrespective of title to the goods except where the provision
291	refers to such title. Insofar as situations are not covered by
292	the other provisions of this chapter and matters concerning
293	title become material the following rules apply:
294	(2)  Unless otherwise explicitly agreed title passes to the
295	buyer at the time and place at which the seller completes her or
296	his performance with reference to the physical delivery of the
297	goods, despite any reservation of a security interest and even
298	though a document of title is to be delivered at a different
299	time or place; and in particular and despite any reservation of
300	a security interest by the bill of lading:
301	(a)  If the contract requires or authorizes the seller to
302	send the goods to the buyer but does not require him or her the
303	seller to deliver them at destination, title passes to the buyer
304	at the time and place of shipment; but
305	(b)  If the contract requires delivery at destination,
306	title passes on tender there.
307	(3)  Unless otherwise explicitly agreed where delivery is
308	to be made without moving the goods:
309	(a)  If the seller is to deliver a tangible document of
310	title, title passes at the time when and the place where he or
311	she the seller delivers such documents and if the seller is to
312	deliver an electronic document of title, title passes when the
313	seller delivers the document; or
314	(b)  If the goods are at the time of contracting already
315	identified and no documents of title are to be delivered, title
316	passes at the time and place of contracting.
317	Section 10.  Subsections (4) and (5) of section 672.503,
318	Florida Statutes, are amended to read:
319	672.503  Manner of seller's tender of delivery.-
320	(4)  Where goods are in the possession of a bailee and are
321	to be delivered without being moved:
322	(a)  Tender requires that the seller either tender a
323	negotiable document of title covering such goods or procure
324	acknowledgment by the bailee of the buyer's right to possession
325	of the goods; but
326	(b)  Tender to the buyer of a nonnegotiable document of
327	title or of a record directing written direction to the bailee
328	to deliver is sufficient tender unless the buyer seasonably
329	objects, and, except as otherwise provided in chapter 679,
330	receipt by the bailee of notification of the buyer's rights
331	fixes those rights as against the bailee and all third persons;
332	but risk of loss of the goods and of any failure by the bailee
333	to honor the nonnegotiable document of title or to obey the
334	direction remains on the seller until the buyer has had a
335	reasonable time to present the document or direction, and a
336	refusal by the bailee to honor the document or to obey the
337	direction defeats the tender.
338	(5)  Where the contract requires the seller to deliver
339	documents:
340	(a)  He or she shall must tender all such documents in
341	correct form, except as provided in this chapter with respect to
342	bills of lading in a set (s. 672.323(2)); and
343	(b)  Tender through customary banking channels is
344	sufficient and dishonor of a draft accompanying or associated
345	with the documents constitutes nonacceptance or rejection.
346	Section 11.  Section 672.505, Florida Statutes, is amended
347	to read:
348	672.505  Seller's shipment under reservation.-
349	(1)  Where the seller has identified goods to the contract
350	by or before shipment:
351	(a)  His or her The seller's procurement of a negotiable
352	bill of lading to his or her own order or otherwise reserves in
353	him or her the seller a security interest in the goods. His or
354	her procurement of the bill to the order of a financing agency
355	or of the buyer indicates in addition only the seller's
356	expectation of transferring that interest to the person named.
357	(b)  A nonnegotiable bill of lading to himself or herself
358	or his or her nominee reserves possession of the goods as
359	security but except in a case of conditional delivery (s.
360	672.507(2)) a nonnegotiable bill of lading naming the buyer as
361	consignee reserves no security interest even though the seller
362	retains possession or control of the bill of lading.
363	(2)  When shipment by the seller with reservation of a
364	security interest is in violation of the contract for sale it
365	constitutes an improper contract for transportation within the
366	preceding section but impairs neither the rights given to the
367	buyer by shipment and identification of the goods to the
368	contract nor the seller's powers as a holder of a negotiable
369	document of title.
370	Section 12.  Subsection (2) of section 672.506, Florida
371	Statutes, is amended to read:
372	672.506  Rights of financing agency.-
373	(2)  The right to reimbursement of a financing agency which
374	has in good faith honored or purchased the draft under
375	commitment to or authority from the buyer is not impaired by
376	subsequent discovery of defects with reference to any relevant
377	document which was apparently regular on its face.
378	Section 13.  Subsection (2) of section 672.509, Florida
379	Statutes, is amended to read:
380	672.509  Risk of loss in the absence of breach.-
381	(2)  Where the goods are held by a bailee to be delivered
382	without being moved, the risk of loss passes to the buyer:
383	(a)  On her or his receipt of possession or control of a
384	negotiable document of title covering the goods; or
385	(b)  On acknowledgment by the bailee of the buyer's right
386	to possession of the goods; or
387	(c)  After her or his receipt of possession or control of a
388	nonnegotiable document of title or other written direction to
389	deliver in a record, as provided in s. 672.503(4)(b).
390	Section 14.  Subsection (2) of section 672.605, Florida
391	Statutes, is amended to read:
392	672.605  Waiver of buyer's objections by failure to
393	particularize.-
394	(2)  Payment against documents made without reservation of
395	rights precludes recovery of the payment for defects apparent in
396	on the face of the documents.
397	Section 15.  Subsections (2) and (3) of section 672.705,
398	Florida Statutes, are amended to read:
399	672.705  Seller's stoppage of delivery in transit or
400	otherwise.-
401	(2)  As against such buyer the seller may stop delivery
402	until:
403	(a)  Receipt of the goods by the buyer; or
404	(b)  Acknowledgment to the buyer by any bailee of the goods
405	except a carrier that the bailee holds the goods for the buyer;
406	or
407	(c)  Such acknowledgment to the buyer by a carrier by
408	reshipment or as a warehouse warehouseman; or
409	(d)  Negotiation to the buyer of any negotiable document of
410	title covering the goods.
411	(3)(a)  To stop delivery the seller shall must so notify as
412	to enable the bailee by reasonable diligence to prevent delivery
413	of the goods.
414	(b)  After such notification the bailee shall must hold and
415	deliver the goods according to the directions of the seller but
416	the seller is liable to the bailee for any ensuing charges or
417	damages.
418	(c)  If a negotiable document of title has been issued for
419	goods the bailee is not obliged to obey a notification to stop
420	until surrender of possession or control of the document.
421	(d)  A carrier who has issued a nonnegotiable bill of
422	lading is not obliged to obey a notification to stop received
423	from a person other than the consignor.
424	Section 16.  Subsection (3) of section 674.104, Florida
425	Statutes, is amended to read:
426	674.104  Definitions and index of definitions.-
427	(3)  The following definitions in other chapters apply to
428	this chapter:
429	"Acceptance," s. 673.4091.
430	"Alteration," s. 673.4071.
431	"Cashier's check," s. 673.1041.
432	"Certificate of deposit," s. 673.1041.
433	"Certified check," s. 673.4091.
434	"Check," s. 673.1041.
435	"Control," s. 677.106.
436	"Good faith," s. 673.1031.
437	"Holder in due course," s. 673.3021.
438	"Instrument," s. 673.1041.
439	"Notice of dishonor," s. 673.5031.
440	"Order," s. 673.1031.
441	"Ordinary care," s. 673.1031.
442	"Person entitled to enforce," s. 673.3011.
443	"Presentment," s. 673.5011.
444	"Promise," s. 673.1031.
445	"Prove," s. 673.1031.
446	"Teller's check," s. 673.1041.
447	"Unauthorized signature," s. 673.4031.
448	Section 17.  Subsection (3) of section 674.2101, Florida
449	Statutes, is amended to read:
450	674.2101  Security interest of collecting bank in items,
451	accompanying documents, and proceeds.-
452	(3)  Receipt by a collecting bank of a final settlement for
453	an item is a realization on its security interest in the item,
454	accompanying documents, and proceeds. So long as the bank does
455	not receive final settlement for the item or give up possession
456	of the item or possession or control of the accompanying or
457	associated documents for purposes other than collection, the
458	security interest continues to that extent and is subject to
459	chapter 679, but:
460	(a)  No security agreement is necessary to make the
461	security interest enforceable (s. 679.2031(2)(c)1.);
462	(b)  No filing is required to perfect the security
463	interest; and
464	(c)  The security interest has priority over conflicting
465	perfected security interests in the item, accompanying
466	documents, or proceeds.
467	Section 18.  Section 677.102, Florida Statutes, is amended
468	to read:
469	677.102  Definitions and index of definitions.-
470	(1)  In this chapter, unless the context otherwise
471	requires:
472	(a)  "Bailee" means a the person that who by a warehouse
473	receipt, bill of lading or other document of title acknowledges
474	possession of goods and contracts to deliver them.
475	(b)  "Carrier"  means a person that issues a bill of
476	lading.
477	(c)(b)  "Consignee" means a the person named in a bill of
478	lading to which whom or to whose order the bill promises
479	delivery.
480	(d)(c)  "Consignor" means a the person named in a bill of
481	lading as the person from which whom the goods have been
482	received for shipment.
483	(e)(d)  "Delivery order" means a record that contains an
484	written order to deliver goods directed to a warehouse
485	warehouseman, carrier, or other person that who in the ordinary
486	course of business issues warehouse receipts or bills of lading.
487	(f)  "Good faith" means honesty in fact and the observance
488	of reasonable commercial standards of fair dealing.
489	(e)  "Document" means document of title as defined in the
490	general definitions in chapter 671 (s. 671.201).
491	(g)(f)  "Goods" means all things that which are treated as
492	movable for the purposes of a contract of storage or
493	transportation.
494	(h)(g)  "Issuer" means a bailee who issues a document of
495	title or, in the case of except that in relation to an
496	unaccepted delivery order, it means the person who orders the
497	possessor of goods to deliver. The term Issuer includes a any
498	person for which whom an agent or employee purports to act in
499	issuing a document if the agent or employee has real or apparent
500	authority to issue documents, notwithstanding that the issuer
501	received no goods or that the goods were misdescribed or that in
502	any other respect the agent or employee violated his or her
503	instructions.
504	(i)  "Person entitled under the document" means the holder,
505	in the case of a negotiable document of title, or the person to
506	which delivery of the goods is to be made by the terms of, or
507	pursuant to instructions in a record under, a nonnegotiable
508	document of title.
509	(j)  "Record" means information that is inscribed on a
510	tangible medium or that is stored in an electronic or other
511	medium and is retrievable in perceivable form.
512	(k)  "Shipper" means a person that enters into a contract
513	of transportation with a carrier.
514	(l)  "Sign" means, with present intent to authenticate or
515	adopt a record:
516	1.  To execute or adopt a tangible symbol; or
517	2.  To attach to or logically associate with the record an
518	electronic sound, symbol, or process.
519	(m)(h)  "Warehouse" means "Warehouseman" is a person
520	engaged in the business of storing goods for hire.
521	(2)  Other definitions applying to this chapter or to
522	specified parts thereof, and the sections in which they appear
523	are:
524	"Duly negotiate," s. 677.501.
525	"Person entitled under the document," s. 677.403(4).
526	(3)  Definitions in other chapters applying to this chapter
527	and the sections in which they appear are:
528	"Contract for sale," s. 672.106.
529	"Overseas," s. 672.323.
530	"Lessee in ordinary course of business," s. 680.1031.
531	"Receipt" of goods, s. 672.103.
532	(3)(4)  In addition, chapter 671 contains general
533	definitions and principles of construction and interpretation
534	applicable throughout this chapter.
535	Section 19.  Section 677.103, Florida Statutes, is amended
536	to read:
537	677.103  Relation of chapter to treaty, statute, tariff,
538	classification, or regulation.-
539	(1)  Except as otherwise provided in this chapter, this
540	chapter is subject to the extent that any treaty or statute of
541	the United States to the extent the treaty or statute,
542	regulatory statute of this state or tariff, classification or
543	regulation filed or issued pursuant thereto is applicable, the
544	provisions of this chapter are subject thereto.
545	(2)  This chapter does not modify or repeal any law
546	prescribing the form or content of a document of title or the
547	services or facilities to be afforded by a bailee, or otherwise
548	regulating a bailee's business in respects not specifically
549	treated in this chapter. However, a violation of such a law does
550	not affect the status of a document of title that otherwise is
551	within the definition of a document of title.
552	(3)  This chapter modifies, limits, and supersedes the
553	federal Electronic Signatures in Global and National Commerce
554	Act, 15 U.S.C. ss. 7001, et seq., but does not modify, limit, or
555	supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or
556	authorize electronic delivery of any of the notices described in
557	s. 103(b) of that act, 15 U.S.C. s. 7003(b).
558	(4)  To the extent that there is a conflict between any
559	provisions of the laws of this state regarding electronic
560	transactions and this chapter, this chapter governs.
561	Section 20.  Section 677.104, Florida Statutes, is amended
562	to read:
563	677.104  Negotiable and nonnegotiable warehouse receipt,
564	bill of lading or other document of title.-
565	(1)  Except as otherwise provided in subsection (3), a
566	warehouse receipt, bill of lading or other document of title is
567	negotiable:
568	(a)  if by its terms the goods are to be delivered to
569	bearer or to the order of a named person; or
570	(b)  Where recognized in overseas trade, if it runs to a
571	named person or assigns.
572	(2)  A document of title other than one described in
573	subsection (1) Any other document is nonnegotiable. A bill of
574	lading that states in which it is stated that the goods are
575	consigned to a named person is not made negotiable by a
576	provision that the goods are to be delivered only against an a
577	written order in a record signed by the same or another named
578	person.
579	(3)  A document of title is nonnegotiable if, at the time
580	it is issued, the document has a conspicuous legend, however
581	expressed, that it is nonnegotiable.
582	Section 21.  Section 677.105, Florida Statutes, is amended
583	to read:
584	677.105  Reissuance in alternative medium Construction
585	against negative implication.-
586	(1)  Upon request of a person entitled under an electronic
587	document of title, the issuer of the electronic document may
588	issue a tangible document of title as a substitute for the
589	electronic document if:
590	(a)  The person entitled under the electronic document
591	surrenders control of the document to the issuer; and
592	(b)  The tangible document when issued contains a statement
593	that it is issued in substitution for the electronic document.
594	(2)  Upon issuance of a tangible document of title in
595	substitution for an electronic document of title in accordance
596	with subsection (1):
597	(a)  The electronic document ceases to have any effect or
598	validity; and
599	(b)  The person that procured issuance of the tangible
600	document warrants to all subsequent persons entitled under the
601	tangible document that the warrantor was a person entitled under
602	the electronic document when the warrantor surrendered control
603	of the electronic document to the issuer.
604	(3)  Upon request of a person entitled under a tangible
605	document of title, the issuer of the tangible document may issue
606	an electronic document of title as a substitute for the tangible
607	document if:
608	(a)  The person entitled under the tangible document
609	surrenders possession of the document to the issuer; and
610	(b)  The electronic document when issued contains a
611	statement that it is issued in substitution for the tangible
612	document.
613	(4)  Upon issuance of an electronic document of title in
614	substitution for a tangible document of title is accordance with
615	subsection (3):
616	(a)  The tangible document ceases to have any effect or
617	validity; and
618	(b)  The person that procured issuance of the electronic
619	document warrants to all subsequent persons entitled under the
620	electronic document that the warrantor was a person entitled
621	under the tangible document when the warrantor surrendered
622	possession of the tangible document to the issuer. The omission
623	from either part II or part III of this chapter of a provision
624	corresponding to a provision made in the other part does not
625	imply that a corresponding rule of law is not applicable.
626	Section 22.  Section 677.106, Florida Statutes, is created
627	to read:
628	677.106  Control of electronic document of title.-
629	(1)  A person has control of an electronic document of
630	title if a system employed for evidencing the transfer of
631	interests in the electronic document reliably establishes that
632	person as the person to which the electronic document was issued
633	or transferred.
634	(2)  A system satisfies subsection (1), and a person is
635	deemed to have control of an electronic document of title, if
636	the document is created, stored, and assigned in a manner that:
637	(a)  A single authoritative copy of the document exists
638	which is unique, identifiable, and, except as otherwise provided
639	in paragraphs (d), (e), and (f), unalterable;
640	(b)  The authoritative copy identifies the person asserting
641	control as:
642	1.  The person to which the document was issued; or
643	2.  If the authoritative copy indicates that the document
644	has been transferred, the person to which the document was most
645	recently transferred;
646	(c)  The authoritative copy is communicated to and
647	maintained by the person asserting control or its designated
648	custodian;
649	(d)  Copies or amendments that add or change an identified
650	assignee of the authoritative copy can be made only with the
651	consent of the person asserting control;
652	(e)  Each copy of the authoritative copy and any copy of a
653	copy is readily identifiable as a copy that is not the
654	authoritative copy; and
655	(f)  Any amendment of the authoritative copy is readily
656	identifiable as authorized or unauthorized.
657	Section 23.  Section 677.201, Florida Statutes, is amended
658	to read:
659	677.201  Persons that Who may issue a warehouse receipt;
660	storage under government bond.-
661	(1)  A warehouse receipt may be issued by any warehouse
662	warehouseman.
663	(2)  If Where goods, including distilled spirits and
664	agricultural commodities, are stored under a statute requiring a
665	bond against withdrawal or a license for the issuance of
666	receipts in the nature of warehouse receipts, a receipt issued
667	for the goods is deemed to be has like effect as a warehouse
668	receipt even if though issued by a person that who is the owner
669	of the goods and is not a warehouse warehouseman.
670	Section 24.  Section 677.202, Florida Statutes, is amended
671	to read:
672	677.202  Form of warehouse receipt; effect of omission
673	essential terms; optional terms.-
674	(1)  A warehouse receipt need not be in any particular
675	form.
676	(2)  Unless a warehouse receipt provides for embodies
677	within its written or printed terms each of the following, the
678	warehouse warehouseman is liable for damages caused to a person
679	injured by its by the omission to a person injured thereby:
680	(a)  A statement of the location of the warehouse facility
681	where the goods are stored;
682	(b)  The date of issue of the receipt;
683	(c)  The unique identification code consecutive number of
684	the receipt;
685	(d)  A statement whether the goods received will be
686	delivered to the bearer, to a named specified person, or to a
687	named specified person or its his or her order;
688	(e)  The rate of storage and handling charges, unless
689	except that where goods are stored under a field warehousing
690	arrangement, in which case a statement of that fact is
691	sufficient on a nonnegotiable receipt;
692	(f)  A description of the goods or of the packages
693	containing them;
694	(g)  The signature of the warehouse or its warehouseman,
695	which may be made by his or her authorized agent;
696	(h)  If the receipt is issued for goods that the warehouse
697	owns of which the warehouseman is owner, either solely, or
698	jointly, or in common with others, a statement of the fact of
699	that such ownership; and
700	(i)  A statement of the amount of advances made and of
701	liabilities incurred for which the warehouse warehouseman claims
702	a lien or security interest, unless (s. 677.209). If the precise
703	amount of such advances made or of such liabilities incurred is,
704	at the time of the issue of the receipt is, unknown to the
705	warehouse warehouseman or to its his or her agent that issued
706	the receipt, in which case who issues it, a statement of the
707	fact that advances have been made or liabilities incurred and
708	the purpose of the advances or liabilities thereof is
709	sufficient.
710	(3)  A warehouse warehouseman may insert in its his or her
711	receipt any other terms that which are not contrary to the
712	provisions of this code and do not impair its his or her
713	obligation of delivery under s. 677.403 (s. 677.403) or its his
714	or her duty of care under s. 677.204 (s. 677.204). Any contrary
715	provision is provisions shall be ineffective.
716	Section 25.  Section 677.203, Florida Statutes, is amended
717	to read:
718	677.203  Liability of nonreceipt or misdescription.-A party
719	to or purchaser for value in good faith of a document of title,
720	other than a bill of lading, that relies relying in either case
721	upon the description therein of the goods in the document may
722	recover from the issuer damages caused by the nonreceipt or
723	misdescription of the goods, except to the extent that:
724	(1)  The document conspicuously indicates that the issuer
725	does not know whether all or any part or all of the goods in
726	fact were received or conform to the description, such as a case
727	in which as where the description is in terms of marks or labels
728	or kind, quantity or condition, or the receipt or description is
729	qualified by "contents, condition and quality unknown," "said to
730	contain," or words of similar import the like, if such
731	indication is be true;, or
732	(2)  The party or purchaser otherwise has notice of the
733	nonreceipt or misdescription.
734	Section 26.  Section 677.204, Florida Statutes, is amended
735	to read:
736	677.204  Duty of care; contractual limitation of
737	warehouse's warehouseman's liability.-
738	(1)  A warehouse warehouseman is liable for damages for
739	loss of or injury to the goods caused by its his or her failure
740	to exercise such care with in regard to the goods that them as a
741	reasonably careful person would exercise under similar like
742	circumstances. but Unless otherwise agreed, the warehouse he or
743	she is not liable for damages that which could not have been
744	avoided by the exercise of that such care.
745	(2)  Damages may be limited by a term in the warehouse
746	receipt or storage agreement limiting the amount of liability in
747	case of loss or damage, and setting forth a specific liability
748	per article or item, or value per unit of weight, or any other
749	negotiated limitation of damages as agreed upon between the
750	parties beyond which the warehouse is warehouseman shall not be
751	liable. Such a limitation is not effective with respect to the
752	warehouse's liability for conversion to its own use. On;
753	provided, however, that such liability may on written request of
754	the bailor in a record at the time of signing the such storage
755	agreement or within a reasonable time after
756	warehouse receipt, the warehouse's liability may
757	part or all of the goods covered by the storage agreement or the
758	warehouse receipt. In this event, thereunder, in which event
759	increased rates may be charged based on an such increased
760	valuation of the goods, but that no such increase shall be
761	permitted contrary to a lawful limitation of liability contained
762	in the warehouseman's tariff, if any. No such limitation is
763	effective with respect to the warehouseman's liability for
764	conversion to his or her own use.
765	(3)  Reasonable provisions as to the time and manner of
766	presenting claims and commencing actions based on the bailment
767	may be included in the warehouse receipt or storage agreement.
768	(4)(3)  This section does not impair or repeal any statute
769	which imposes a higher responsibility upon the warehouse
770	warehouseman or invalidates contractual limitations which would
771	be permissible under this chapter.
772	Section 27.  Section 677.205, Florida Statutes, is amended
773	to read:
774	677.205  Title under warehouse receipt defeated in certain
775	cases.-A buyer in the ordinary course of business of fungible
776	goods sold and delivered by a warehouse that warehouseman who is
777	also in the business of buying and selling such goods takes the
778	goods free of any claim under a warehouse receipt even if the
779	receipt is negotiable and though it has been duly negotiated.
780	Section 28.  Section 677.206, Florida Statutes, is amended
781	to read:
782	677.206  Termination of storage at warehouse's
783	warehouseman's option.-
784	(1)  A warehouse, by giving notice to warehouseman may on
785	notifying the person on whose account the goods are held and any
786	other person known to claim an interest in the goods, may
787	require payment of any charges and removal of the goods from the
788	warehouse at the termination of the period of storage fixed by
789	the document of title or by a nonnegotiable warehouse receipt,
790	or, if a no period is not fixed, within a stated period not less
791	than 30 days after the warehouse gives notice notification. If
792	the goods are not removed before the date specified in the
793	notice notification, the warehouse warehouseman may sell them
794	pursuant to s. 677.210 in accordance with the provisions of the
795	section on enforcement of a warehouseman's lien (s. 677.210).
796	(2)  If a warehouse warehouseman in good faith believes
797	that the goods are about to deteriorate or decline in value to
798	less than the amount of its his or her lien within the time
799	provided prescribed in subsection (1) and s. 677.210 for
800	notification, advertisement and sale, the warehouse warehouseman
801	may specify in the notice given under subsection (1)
802	notification any reasonable shorter time for removal of the
803	goods and, if in case the goods are not removed, may sell them
804	at public sale held not less than 1 week after a single
805	advertisement or posting.
806	(3)  If, as a result of a quality or condition of the goods
807	of which the warehouse did not have warehouseman had no notice
808	at the time of deposit, the goods are a hazard to other
809	property, or to the warehouse facilities, or other to persons,
810	the warehouse warehouseman may sell the goods at public or
811	private sale without advertisement or posting on reasonable
812	notification to all persons known to claim an interest in the
813	goods. If the warehouse, warehouseman after a reasonable effort,
814	is unable to sell the goods, it he or she may dispose of them in
815	any lawful manner and does not shall incur no liability by
816	reason of that such disposition.
817	(4)  A warehouse shall The warehouseman must deliver the
818	goods to any person entitled to them under this chapter upon due
819	demand made at any time before prior to sale or other
820	disposition under this section.
821	(5)  A warehouse The warehouseman may satisfy its his or
822	her lien from the proceeds of any sale or disposition under this
823	section but shall must hold the balance for delivery on the
824	demand of any person to which the warehouse whom he or she would
825	have been bound to deliver the goods.
826	Section 29.  Section 677.207, Florida Statutes, is amended
827	to read:
828	677.207  Goods shall must be kept separate; fungible
829	goods.-
830	(1)  Unless the warehouse receipt otherwise provides
831	otherwise, a warehouse shall warehouseman must keep separate the
832	goods covered by each receipt so as to permit at all times
833	identification and delivery of those goods. However, except that
834	different lots of fungible goods may be commingled.
835	(2)  If different lots of fungible goods are so commingled,
836	the goods are owned in common by the persons entitled thereto
837	and the warehouse warehouseman is severally liable to each owner
838	for that owner's share. If, Where because of overissue, a mass
839	of fungible goods is insufficient to meet all the receipts which
840	the warehouse warehouseman has issued against it, the persons
841	entitled include all holders to whom overissued receipts have
842	been duly negotiated.
843	Section 30.  Section 677.208, Florida Statutes, is amended
844	to read:
845	677.208  Altered warehouse receipts.-If Where a blank in a
846	negotiable warehouse receipt has been filled in without
847	authority, a good faith purchaser for value and without notice
848	of the lack want of authority may treat the insertion as
849	authorized. Any other unauthorized alteration leaves any
850	tangible or electronic warehouse receipt enforceable against the
851	issuer according to its original tenor.
852	Section 31.  Section 677.209, Florida Statutes, is amended
853	to read:
854	677.209  Lien of warehouse warehouseman.-
855	(1)  A warehouse warehouseman has a lien against the bailor
856	on the goods covered by a warehouse receipt or storage agreement
857	or on the proceeds thereof in its his or her possession for
858	charges for storage or transportation, including demurrage and
859	terminal charges (including demurrage and terminal charges),
860	insurance, labor, or other charges, present or future, in
861	relation to the goods, and for expenses necessary for
862	preservation of the goods or reasonably incurred in their sale
863	pursuant to law. If the person on whose account the goods are
864	held is liable for similar like charges or expenses in relation
865	to other goods whenever deposited and it is stated in the
866	warehouse receipt or storage agreement that a lien is claimed
867	for charges and expenses in relation to other goods, the
868	warehouse warehouseman also has a lien against the goods covered
869	by the warehouse receipt or storage agreement or on the proceeds
870	thereof in its possession him or her for those such charges and
871	expenses, whether or not the other goods have been delivered by
872	the warehouse warehouseman. However, as But against a person to
873	which whom a negotiable warehouse receipt is duly negotiated, a
874	warehouse's warehouseman's lien is limited to charges in an
875	amount or at a rate specified in on the warehouse receipt or, if
876	no charges are so specified, then to a reasonable charge for
877	storage of the specific goods covered by the receipt subsequent
878	to the date of the receipt.
879	(2)  A warehouse The warehouseman may also reserve a
880	security interest against the bailor for the a maximum amount
881	specified on the receipt for charges other than those specified
882	in subsection (1), such as for money advanced and interest. The
883	Such a security interest is governed by chapter 679 the chapter
884	on secured transactions (chapter 679).
885	(3)  A warehouse's warehouseman's lien for charges and
886	expenses under subsection (1) or a security interest under
887	subsection (2) is also effective against any person that who so
888	entrusted the bailor with possession of the goods that a pledge
889	of them by the bailor him or her to a good faith good faith
890	purchaser for value would have been valid. However, the lien or
891	security interest but is not effective against a person that
892	before issuance of a document of title had a legal interest or a
893	perfected security interest in the goods and that did not:
894	(a)  Deliver or entrust the goods or any document of title
895	covering the goods to the bailor or the bailor's nominee with:
896	1.  Actual or apparent authority to ship, store, or sell;
897	2.  Power to obtain delivery under s. 677.403; or
898	3.  Power of disposition under s. 672.403, s. 680.304(2),
899	s. 680.305(2), s. 679.320, or s. 679.321(3) or other statute or
900	rule of law; or
901	(b)  Acquiesce in the procurement by the bailor or its
902	nominee of any document as to whom the document confers no right
903	in the goods covered by it under s. 677.503.
904	(4)  A warehouse's lien on household goods for charges and
905	expenses in relation to the goods under subsection (1) is also
906	effective against all persons if the depositor was the legal
907	possessor of the goods at the time of deposit. In this
908	subsection, the term "household goods" means furniture,
909	furnishings, or personal effects used by the depositor in a
910	dwelling.
911	(5)(4)  A warehouse warehouseman loses its his or her lien
912	on any goods that it which he or she voluntarily delivers or
913	which he or she unjustifiably refuses to deliver.
914	Section 32.  Section 677.210, Florida Statutes, is amended
915	to read:
916	677.210  Enforcement of warehouse's warehouseman's lien.-
917	(1)  Except as provided in subsection (2), a warehouse's
918	warehouseman's lien may be enforced by public or private sale of
919	the goods, in bulk or in packages in block or in parcels, at any
920	time or place and on any terms that which are commercially
921	reasonable, after notifying all persons known to claim an
922	interest in the goods. The Such notification shall must include
923	a statement of the amount due, the nature of the proposed sale,
924	and the time and place of any public sale. The fact that a
925	better price could have been obtained by a sale at a different
926	time or in a different method from that selected by the
927	warehouse warehouseman is not of itself sufficient to establish
928	that the sale was not made in a commercially reasonable manner.
929	The warehouse sells in a commercially reasonable manner if the
930	warehouse If the warehouseman either sells the goods in the
931	usual manner in any recognized market therefor, or if he or she
932	sells at the price current in that such market at the time of
933	the his or her sale, or if he or she has otherwise sells sold in
934	conformity with commercially reasonable practices among dealers
935	in the type of goods sold, he or she has sold in a commercially
936	reasonable manner. A sale of more goods than apparently
937	necessary to be offered to ensure satisfaction of the obligation
938	is not commercially reasonable except in cases covered by the
939	preceding sentence.
940	(2)  A warehouse may enforce its warehouseman's lien on
941	goods, other than goods stored by a merchant in the course of
942	its his or her business, only if the following requirements are
943	satisfied may be enforced only as follows:
944	(a)  All persons known to claim an interest in the goods
945	shall must be notified.
946	(b)  The notification must be delivered in person or sent
947	by registered or certified letter to the last known address of
948	any person to be notified.
949	(c)  The notification shall must include an itemized
950	statement of the claim, a description of the goods subject to
951	the lien, a demand for payment within a specified time not less
952	than 10 days after receipt of the notification, and a
953	conspicuous statement that unless the claim is paid within that
954	time the goods will be advertised for sale and sold by auction
955	at a specified time and place.
956	(d)  The sale shall must conform to the terms of the
957	notification.
958	(e)  The sale shall must be held at the nearest suitable
959	place to 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
980	sale 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
987	her lien from the proceeds of any sale pursuant to this section
988	but shall must hold the balance, if any, for delivery on demand
989	to any person to which the warehouse whom he or she would have
990	been 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
995	the course of its his or her business, the lien may be enforced
996	in 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
1007	who 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
1107	of 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
1112	consignee he or she is entitled as against the consignor to
1113	dispose of the 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
1150	at 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)
1174	on goods that which the carrier was required by law to receive
1175	for transportation is effective against the consignor or any
1176	person entitled to the goods unless the carrier had notice that
1177	the consignor lacked authority to subject the goods to those
1178	such charges and expenses. Any other lien under subsection (1)
1179	is 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
1218	this 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
1355	whom he or she delivered the goods did not have had no authority
1356	to 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
1370	by delivery alone when by its original terms run it runs to
1371	bearer, 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
1381	if "duly negotiated" when it is negotiated in the manner stated
1382	in 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
1436	negotiation 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
1448	a 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;
1455	or 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),
1459	s. 680.305(2), s. 679.320, or s. 679.321(3) this code (ss.
1460	672.403 and 679.320) or other statute or rule of law; or nor
1461	(b)(b)  Acquiesce Acquiesced in the procurement by the
1462	bailor 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
1480	negotiable or nonnegotiable, to which whom the document has been
1481	delivered but not duly negotiated, acquires the title and rights
1482	that its which his or her transferor had or had actual authority
1483	to 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
1500	by the consignor in a nonnegotiable bill of lading which causes
1501	the bailee not to deliver to the consignee defeats the
1502	consignee's title to the goods if the goods they have been
1503	delivered to a buyer or a lessee in ordinary course of business
1504	and, in any event, defeats the consignee's rights against the
1505	bailee.
1506	(4)  Delivery of the goods pursuant to a nonnegotiable
1507	document of title may be stopped by a seller under s. 672.705 or
1508	by a lessor under s. 680.526, and subject to the requirements
1509	requirement of due notification there provided. A bailee that
1510	honors honoring the seller's or lessor's instructions is
1511	entitled to be indemnified by the seller or lessor against any
1512	resulting loss or expense.
1513	Section 49.  Section 677.505, Florida Statutes, is amended
1514	to read:
1515	677.505  Indorser not a guarantor for other parties.-The
1516	indorsement of a tangible document of title issued by a bailee
1517	does not make the indorser liable for any default by the bailee
1518	or by previous indorsers.
1519	Section 50.  Section 677.506, Florida Statutes, is amended
1520	to read:
1521	677.506  Delivery without indorsement; right to compel
1522	indorsement.-The transferee of a negotiable tangible document of
1523	title has a specifically enforceable right to have its his or
1524	her transferor supply any necessary indorsement but the transfer
1525	becomes a negotiation only as of the time the indorsement is
1526	supplied.
1527	Section 51.  Section 677.507, Florida Statutes, is amended
1528	to read:
1529	677.507  Warranties on negotiation or delivery of document
1530	of title transfer of receipt or bill.-If Where a person
1531	negotiates or delivers transfers a document of title for value,
1532	otherwise than as a mere intermediary under the next following
1533	section, then unless otherwise agreed, the transferor, in
1534	addition to any warranty made in selling or leasing the goods,
1535	person warrants to its his or her immediate purchaser only that
1536	in addition to any warranty made in selling the goods:
1537	(1)  That The document is genuine; and
1538	(2)  The transferor does not have That he or she has no
1539	knowledge of any fact that which would impair the
1540	validity or worth; and
1541	(3)  The That his or her negotiation or delivery transfer
1542	is rightful and fully effective with respect to the title to the
1543	document and the goods it represents.
1544	Section 52.  Section 677.508, Florida Statutes, is amended
1545	to read:
1546	677.508  Warranties of collecting bank as to documents of
1547	title.-A collecting bank or other intermediary known to be
1548	entrusted with documents of title on behalf of another or with
1549	collection of a draft or other claim against delivery of
1550	documents warrants by the such delivery of the documents only
1551	its own good faith and authority. This rule applies even if
1552	though the collecting bank or other intermediary has purchased
1553	or made advances against the claim or draft to be collected.
1554	Section 53.  Section 677.509, Florida Statutes, is amended
1555	to read:
1556	677.509  Receipt or bill; when Adequate compliance with
1557	commercial contract.-The question Whether a document of title is
1558	adequate to fulfill the obligations of a contract for sale, or
1559	the conditions of a letter of credit, or a contract for lease is
1560	determined governed by chapter 672, chapter 675, or chapter 680
1561	the chapters on sales (chapter 672) and on letters of credit
1562	(chapter 675).
1563	Section 54.  Section 677.601, Florida Statutes, is amended
1564	to read:
1565	677.601  Lost, stolen, or destroyed and missing documents
1566	of title.-
1567	(1)  If a document of title is has been lost, stolen, or
1568	destroyed, a court may order delivery of the goods or issuance
1569	of a substitute document and the bailee may without liability to
1570	any person comply with the such order. If the document was
1571	negotiable, a court may not order delivery of the goods or the
1572	issuance of a substitute document without the claimant's posting
1573	claimant must post security unless it finds that approved by the
1574	court to indemnify any person that who may suffer loss as a
1575	result of nonsurrender of possession or control of the document
1576	is adequately protected against the loss. If the document was
1577	nonnegotiable not negotiable, the court such security may
1578	require security be required at the discretion of the court. The
1579	court may also in its discretion order payment of the bailee's
1580	reasonable costs and attorney's counsel fees in any action under
1581	this subsection.
1582	(2)  A bailee that, who without a court order, delivers
1583	goods to a person claiming under a missing negotiable document
1584	of title is liable to any person injured thereby., and If the
1585	delivery is not in good faith, the bailee is becomes liable for
1586	conversion. Delivery in good faith is not conversion if made in
1587	accordance with a filed classification or tariff or, where no
1588	classification or tariff is filed, if the claimant posts
1589	security with the bailee in an amount at least double the value
1590	of the goods at the time of posting to indemnify any person
1591	injured by the delivery which who files a notice of claim within
1592	1 year after the delivery.
1593	Section 55.  Section 677.602, Florida Statutes, is amended
1594	to read:
1595	677.602  Judicial process against Attachment of goods
1596	covered by a negotiable document of title.-Unless a Except where
1597	the document of title was originally issued upon delivery of the
1598	goods by a person that did not have who had no power to dispose
1599	of them, a no lien does not attach attaches by virtue of any
1600	judicial process to goods in the possession of a bailee for
1601	which a negotiable document of title is outstanding unless
1602	possession or control of the document is be first surrendered to
1603	the bailee or the document's its negotiation is enjoined., and
1604	The bailee may shall not be compelled to deliver the goods
1605	pursuant to process until possession or control of the document
1606	is surrendered to the bailee or to him or her or impounded by
1607	the court. A purchaser of One who purchases the document for
1608	value without notice of the process or injunction takes free of
1609	the lien imposed by judicial process.
1610	Section 56.  Section 677.603, Florida Statutes, is amended
1611	to read:
1612	677.603  Conflicting claims; interpleader.-If more than one
1613	person claims title to or possession of the goods, the bailee is
1614	excused from delivery until the bailee he or she has had a
1615	reasonable time to ascertain the validity of the adverse claims
1616	or to commence bring an action for to compel all claimants to
1617	interplead and may compel such interpleader. The bailee may
1618	assert an interpleader, either in defending an action for
1619	nondelivery of the goods, or by original action, whichever is
1620	appropriate.
1621	Section 57.  Subsection (7) is added to section 678.1031,
1622	Florida Statutes, to read:
1623	678.1031  Rules for determining whether certain obligations
1624	and interests are securities or financial assets.-
1625	(7)  A document of title is not a financial asset unless s.
1626	678.1021(1)(i)2. applies.
1627	Section 58.  Subsection (2) of section 679.1021, Florida
1628	Statutes, is amended to read:
1629	679.1021  Definitions and index of definitions.-
1630	(2)  The following definitions in other chapters apply to
1631	this chapter:
1632	"Applicant"     s. 675.103.
1633	"Beneficiary"     s. 675.103.
1634	"Broker"     s. 678.1021.
1635	"Certificated security"     s. 678.1021.
1636	"Check"     s. 673.1041.
1637	"Clearing corporation"     s. 678.1021.
1638	"Contract for sale"     s. 672.106.
1639	"Control"      s. 677.106.
1640	"Customer"     s. 674.104.
1641	"Entitlement holder"     s. 678.1021.
1642	"Financial asset"     s. 678.1021.
1643	"Holder in due course"     s. 673.3021.
1644	"Issuer" (with respect to a letter of credit
1645	or letter-of-credit right)     s. 675.103.
1646	"Issuer" (with respect to a security)     s. 678.2011.
1647	"Issuer" (with respect to documents of title)     s.
1648	677.102.
1649	"Lease"     s. 680.1031.
1650	"Lease agreement"     s. 680.1031.
1651	"Lease contract"     s. 680.1031.
1652	"Leasehold interest"     s. 680.1031.
1653	"Lessee"     s. 680.1031.
1654	"Lessee in ordinary course of
1655	business"     s. 680.1031.
1656	"Lessor"     s. 680.1031.
1657	"Lessor's residual interest"     s. 680.1031.
1658	"Letter of credit"     s. 675.103.
1659	"Merchant"     s. 672.104.
1660	"Negotiable instrument"     s. 673.1041.
1661	"Nominated person"     s. 675.103.
1662	"Note"     s. 673.1041.
1663	"Proceeds of a letter of credit"     s. 675.114.
1664	"Prove"     s. 673.1031.
1665	"Sale"     s. 672.106.
1666	"Securities account"     s. 678.5011.
1667	"Securities intermediary"     s. 678.1021.
1668	"Security"     s. 678.1021.
1669	"Security certificate"     s. 678.1021.
1670	"Security entitlement"     s. 678.1021.
1671	"Uncertificated security"     s. 678.1021.
1672	Section 59.  Subsection (2) of section 679.2031, Florida
1673	Statutes, is amended to read:
1674	679.2031  Attachment and enforceability of security
1675	interest; proceeds; supporting obligations; formal requisites.-
1676	(2)  Except as otherwise provided in subsections (3)
1677	through (10), a security interest is enforceable against the
1678	debtor and third parties with respect to the collateral only if:
1679	(a)  Value has been given;
1680	(b)  The debtor has rights in the collateral or the power
1681	to transfer rights in the collateral to a secured party; and
1682	(c)  One of the following conditions is met:
1683	1.  The debtor has authenticated a security agreement that
1684	provides a description of the collateral and, if the security
1685	interest covers timber to be cut, a description of the land
1686	concerned;
1687	2.  The collateral is not a certificated security and is in
1688	the possession of the secured party under s. 679.3131 pursuant
1689	to the debtor's security agreement;
1690	3.  The collateral is a certificated security in registered
1691	form and the security certificate has been delivered to the
1692	secured party under s. 678.3011 pursuant to the debtor's
1693	security agreement; or
1694	4.  The collateral is deposit accounts, electronic chattel
1695	paper, investment property, or letter-of-credit rights, or
1696	electronic documents, and the secured party has control under s.
1697	677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071
1698	pursuant to the debtor's security agreement.
1699	Section 60.  Subsection (3) of section 679.2071, Florida
1700	Statutes, is amended to read:
1701	679.2071  Rights and duties of secured party having
1702	possession or control of collateral.-
1703	(3)  Except as otherwise provided in subsection (4), a
1704	secured party having possession of collateral or control of
1705	collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
1706	679.1061, or s. 679.1071:
1707	(a)  May hold as additional security any proceeds, except
1708	money or funds, received from the collateral;
1709	(b)  Shall apply money or funds received from the
1710	collateral to reduce the secured obligation, unless remitted to
1711	the debtor; and
1712	(c)  May create a security interest in the collateral.
1713	Section 61.  Subsection (2) of section 679.2081, Florida
1714	Statutes, is amended to read:
1715	679.2081  Additional duties of secured party having control
1716	of collateral.-
1717	(2)  Within 10 days after receiving an authenticated demand
1718	by the debtor:
1719	(a)  A secured party having control of a deposit account
1720	under s. 679.1041(1)(b) shall send to the bank with which the
1721	deposit account is maintained an authenticated statement that
1722	releases the bank from any further obligation to comply with
1723	instructions originated by the secured party;
1724	(b)  A secured party having control of a deposit account
1725	under s. 679.1041(1)(c) shall:
1726	1.  Pay the debtor the balance on deposit in the deposit
1727	account; or
1728	2.  Transfer the balance on deposit into a deposit account
1729	in the debtor's name;
1730	(c)  A secured party, other than a buyer, having control of
1731	electronic chattel paper under s. 679.1051 shall:
1732	1.  Communicate the authoritative copy of the electronic
1733	chattel paper to the debtor or its designated custodian;
1734	2.  If the debtor designates a custodian that is the
1735	designated custodian with which the authoritative copy of the
1736	electronic chattel paper is maintained for the secured party,
1737	communicate to the custodian an authenticated record releasing
1738	the designated custodian from any further obligation to comply
1739	with instructions originated by the secured party and
1740	instructing the custodian to comply with instructions originated
1741	by the debtor; and
1742	3.  Take appropriate action to enable the debtor or the
1743	debtor's designated custodian to make copies of or revisions to
1744	the authoritative copy which add or change an identified
1745	assignee of the authoritative copy without the consent of the
1746	secured party;
1747	(d)  A secured party having control of investment property
1748	under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
1749	securities intermediary or commodity intermediary with which the
1750	security entitlement or commodity contract is maintained an
1751	authenticated record that releases the securities intermediary
1752	or commodity intermediary from any further obligation to comply
1753	with entitlement orders or directions originated by the secured
1754	party; and
1755	(e)  A secured party having control of a letter-of-credit
1756	right under s. 679.1071 shall send to each person having an
1757	unfulfilled obligation to pay or deliver proceeds of the letter
1758	of credit to the secured party an authenticated release from any
1759	further obligation to pay or deliver proceeds of the letter of
1760	credit to the secured party; and.
1761	(f)  A secured party having control of an electronic
1762	document shall:
1763	1.  Give control of the electronic document to the debtor
1764	or its designated custodian;
1765	2.  If the debtor designates a custodian that is the
1766	designated custodian with which the authoritative copy of the
1767	electronic document is maintained for the secured party,
1768	communicate to the custodian an authenticated record releasing
1769	the designated custodian from any further obligation to comply
1770	with instructions originated by the secured party and
1771	instructing the custodian to comply with instructions originated
1772	by the debtor; and
1773	3.  Take appropriate action to enable the debtor or its
1774	designated custodian to make copies of or revisions to the
1775	authenticated copy which add or change an identified assignee of
1776	the authoritative copy without the consent of the secured party.
1777	Section 62.  Subsection (3) of section 679.3011, Florida
1778	Statutes, is amended to read:
1779	679.3011  Law governing perfection and priority of security
1780	interests.-Except as otherwise provided in ss. 679.1091,
1781	679.3031, 679.3041, 679.3051, and 679.3061, the following rules
1782	determine the law governing perfection, the effect of perfection
1783	or nonperfection, and the priority of a security interest in
1784	collateral:
1785	(3)  Except as otherwise provided in subsections (4) and
1786	(5), while tangible negotiable documents, goods, instruments,
1787	money, or tangible chattel paper is located in a jurisdiction,
1788	the local law of that jurisdiction governs:
1789	(a)  Perfection of a security interest in the goods by
1790	filing a fixture filing;
1791	(b)  Perfection of a security interest in timber to be cut;
1792	and
1793	(c)  The effect of perfection or nonperfection and the
1794	priority of a nonpossessory security interest in the collateral.
1795	Section 63.  Subsection (2) of section 679.3101, Florida
1796	Statutes, is amended to read:
1797	679.3101  When filing required to perfect security interest
1798	or agricultural lien; security interests and agricultural liens
1799	to which filing provisions do not apply.-
1800	(2)  The filing of a financing statement is not necessary
1801	to perfect a security interest:
1802	(a)  That is perfected under s. 679.3081(4), (5), (6), or
1803	(7);
1804	(b)  That is perfected under s. 679.3091 when it attaches;
1805	(c)  In property subject to a statute, regulation, or
1806	treaty described in s. 679.3111(1);
1807	(d)  In goods in possession of a bailee which is perfected
1808	under s. 679.3121(4)(a) or (b);
1809	(e)  In certificated securities, documents, goods, or
1810	instruments which is perfected without filing, control, or
1811	possession under s. 679.3121(5), (6), or (7);
1812	(f)  In collateral in the secured party's possession under
1813	s. 679.3131;
1814	(g)  In a certificated security which is perfected by
1815	delivery of the security certificate to the secured party under
1816	s. 679.3131;
1817	(h)  In deposit accounts, electronic chattel paper,
1818	electronic documents, investment property, or letter-of-credit
1819	rights which is perfected by control under s. 679.3141;
1820	(i)  In proceeds which is perfected under s. 679.3151; or
1821	(j)  That is perfected under s. 679.3161.
1822	Section 64.  Subsection (5) of section 679.3121, Florida
1823	Statutes, is amended to read:
1824	679.3121  Perfection of security interests in chattel
1825	paper, deposit accounts, documents, goods covered by documents,
1826	instruments, investment property, letter-of-credit rights, and
1827	money; perfection by permissive filing; temporary perfection
1828	without filing or transfer of possession.-
1829	(5)  A security interest in certificated securities,
1830	negotiable documents, or instruments is perfected without filing
1831	or the taking of possession or control for a period of 20 days
1832	from the time it attaches to the extent that it arises for new
1833	value given under an authenticated security agreement.
1834	Section 65.  Subsection (1) of section 679.3131, Florida
1835	Statutes, is amended to read:
1836	679.3131  When possession by or delivery to secured party
1837	perfects security interest without filing.-
1838	(1)  Except as otherwise provided in subsection (2), a
1839	secured party may perfect a security interest in tangible
1840	negotiable documents, goods, instruments, money, or tangible
1841	chattel paper by taking possession of the collateral. A secured
1842	party may perfect a security interest in certificated securities
1843	by taking delivery of the certificated securities under s.
1844	678.3011.
1845	Section 66.  Subsections (1) and (2) of section 679.3141,
1846	Florida Statutes, are amended to read:
1847	679.3141  Perfection by control.-
1848	(1)  A security interest in investment property, deposit
1849	accounts, letter-of-credit rights, or electronic chattel paper,
1850	or electronic documents may be perfected by control of the
1851	collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
1852	679.1061, or s. 679.1071.
1853	(2)  A security interest in deposit accounts, electronic
1854	chattel paper, or letter-of-credit rights, or electronic
1855	documents is perfected by control under s. 677.106, s. 679.1041,
1856	s. 679.1051, or s. 679.1071 when the secured party obtains
1857	control and remains perfected by control only while the secured
1858	party retains control.
1859	Section 67.  Subsections (2) and (4) of section 679.3171,
1860	Florida Statutes, are amended to read:
1861	679.3171  Interests that take priority over or take free of
1862	security interest or agricultural lien.-
1863	(2)  Except as otherwise provided in subsection (5), a
1864	buyer, other than a secured party, of tangible chattel paper,
1865	tangible documents, goods, instruments, or a security
1866	certificate takes free of a security interest or agricultural
1867	lien if the buyer gives value and receives delivery of the
1868	collateral without knowledge of the security interest or
1869	agricultural lien and before it is perfected.
1870	(4)  A licensee of a general intangible or a buyer, other
1871	than a secured party, of accounts, electronic chattel paper,
1872	electronic documents, general intangibles, or investment
1873	property other than a certificated security takes free of a
1874	security interest if the licensee or buyer gives value without
1875	knowledge of the security interest and before it is perfected.
1876	Section 68.  Subsection (2) of section 679.338, Florida
1877	Statutes, is amended to read:
1878	679.338  Priority of security interest or agricultural lien
1879	perfected by filed financing statement providing certain
1880	incorrect information.-If a security interest or agricultural
1881	lien is perfected by a filed financing statement providing
1882	information described in s. 679.516(2)(d) which is incorrect at
1883	the time the financing statement is filed:
1884	(2)  A purchaser, other than a secured party, of the
1885	collateral takes free of the security interest or agricultural
1886	lien to the extent that, in reasonable reliance upon the
1887	incorrect information, the purchaser gives value and, in the
1888	case of tangible chattel paper, tangible documents, goods,
1889	instruments, or a security certificate, receives delivery of the
1890	collateral.
1891	Section 69.  Paragraphs (a) and (o) of subsection (1) of
1892	section 680.1031, Florida Statutes, are amended to read:
1893	680.1031  Definitions and index of definitions.-
1894	(1)  In this chapter, unless the context otherwise
1895	requires:
1896	(a)  "Buyer in ordinary course of business" means a person
1897	who in good faith and without knowledge that the sale to him or
1898	her is in violation of the ownership rights or security interest
1899	or leasehold interest of a third party in the goods buys in
1900	ordinary course from a person in the business of selling goods
1901	of that kind but does not include a pawnbroker. Buying may be
1902	for cash or by exchange of other property or on secured or
1903	unsecured credit and includes acquiring receiving goods or
1904	documents of title under a preexisting contract for sale but
1905	does not include a transfer in bulk or as security for or in
1906	total or partial satisfaction of a money debt.
1907	(o)  "Lessee in ordinary course of business" means a person
1908	who in good faith and without knowledge that the lease to him or
1909	her is in violation of the ownership rights or security interest
1910	or leasehold interest of a third party in the goods leases in
1911	ordinary course from a person in the business of selling or
1912	leasing goods of that kind but does not include a pawnbroker.
1913	Leasing may be for cash or by exchange of other property or on
1914	secured or unsecured credit and includes acquiring receiving
1915	goods or documents of title under a preexisting lease contract
1916	but does not include a transfer in bulk or as security for or in
1917	total or partial satisfaction of a money debt.
1918	Section 70.  Subsection (2) of section 680.514, Florida
1919	Statutes, is amended to read:
1920	680.514  Waiver of lessee's objections.-
1921	(2)  A lessee's failure to reserve rights when paying rent
1922	or other consideration against documents precludes recovery of
1923	the payment for defects apparent in on the face of the
1924	documents.
1925	Section 71.  Subsection (2) of section 680.526, Florida
1926	Statutes, is amended to read:
1927	680.526  Lessor's stoppage of delivery in transit or
1928	otherwise.-
1929	(2)  In pursuing her or his remedies under subsection (1),
1930	the lessor may stop delivery until:
1931	(a)  Receipt of the goods by the lessee;
1932	(b)  Acknowledgment to the lessee by any bailee of the
1933	goods, except a carrier, that the bailee holds the goods for the
1934	lessee; or
1935	(c)  Such an acknowledgment to the lessee by a carrier via
1936	reshipment or as a warehouse warehouseman.
1937	Section 72.  This act shall take effect July 1, 2010.

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