Florida Senate - 2025                             CS for SB 1666
       
       
        
       By the Committee on Commerce and Tourism; and Senator Grall
       
       
       
       
       
       577-02477-25                                          20251666c1
    1                        A bill to be entitled                      
    2         An act relating to the Uniform Commercial Code;
    3         providing a directive to the Division of Law Revision;
    4         creating part I of ch. 669, F.S., relating to
    5         controllable electronic records; creating s. 669.101,
    6         F.S.; providing a short title; creating s. 669.102,
    7         F.S.; defining terms; providing construction; creating
    8         s. 669.103, F.S.; providing construction; creating s.
    9         669.104, F.S.; providing applicability; specifying
   10         when a purchaser of a controllable account or
   11         controllable payment intangible is a qualifying
   12         purchaser; specifying rights acquired relating to
   13         controllable electronic records; prohibiting actions
   14         from being asserted against qualifying purchasers
   15         under certain circumstances; specifying that filing a
   16         certain financial statement is not notice of a claim
   17         of a property right in a controllable electronic
   18         record; creating s. 669.105, F.S.; specifying when a
   19         person has control of a controllable electronic
   20         record; providing when a person’s power relating to
   21         controllable electronic records is or is not
   22         exclusive; providing that a person who has control of
   23         a controllable electronic record is not required to
   24         acknowledge such control; specifying that a person
   25         that acknowledges control of a controllable electronic
   26         record does not owe any duty to the other person and
   27         is not required to confirm the acknowledgment to any
   28         other person; creating s. 669.106, F.S.; authorizing
   29         account debtors on a controllable account or
   30         controllable payment intangible to discharge
   31         obligations under certain circumstances; providing
   32         requirements for such discharge; prohibiting account
   33         debtors from waiving or varying certain rights and
   34         options; providing construction; creating s. 669.107,
   35         F.S.; specifying the governing laws and jurisdictions
   36         relating to controllable electronic records; creating
   37         part II of ch. 669, F.S., relating to transitional
   38         provisions; creating s. 669.501, F.S.; providing a
   39         short title; creating s. 669.502, F.S.; defining
   40         terms; creating ss. 669.601 and 669.701, F.S.;
   41         providing saving clauses for certain transactions;
   42         providing applicability; providing construction;
   43         creating s. 669.702, F.S.; specifying requirements for
   44         perfecting security interests that are enforceable and
   45         perfected before a specified date; creating s.
   46         669.703, F.S.; specifying requirements for security
   47         interests that were unperfected before a specified
   48         date; creating s. 669.704, F.S.; specifying the
   49         effectiveness of certain actions relating to security
   50         interests taken before a specified date; creating ss.
   51         669.705 and 669.706, F.S.; providing priority for
   52         conflicting claims to collateral; amending s. 670.103,
   53         F.S.; revising the definition of the term “payment
   54         order”; amending s. 670.201, F.S.; revising
   55         authorizations and requirements relating to security
   56         procedures; amending s. 670.202, F.S.; revising the
   57         circumstances under which payment orders received by
   58         banks are effective as the order of a customer; making
   59         technical changes; amending s. 670.203, F.S.; revising
   60         rules that apply to payment orders that are not
   61         authorized orders of certain customers; amending ss.
   62         670.207, 670.208, 670.21, and 670.211, F.S.; making
   63         technical changes; amending s. 670.305, F.S.; revising
   64         liability requirements relating to payment orders;
   65         creating part VI of ch. 670, F.S., relating to
   66         transitional provisions; creating s. 670.601, F.S.;
   67         providing applicability; amending s. 671.101, F.S.;
   68         making technical changes; amending s. 671.105, F.S.;
   69         revising applicability; amending s. 671.107, F.S.;
   70         making a technical change; amending s. 671.201, F.S.;
   71         revising definitions; defining terms; amending s.
   72         671.211, F.S.; conforming a cross-reference; creating
   73         part IV of ch. 671, F.S., relating to transitional
   74         provisions; creating s. 671.401, F.S.; providing
   75         applicability; amending s. 672.102, F.S.; revising
   76         applicability; amending s. 672.106, F.S.; defining the
   77         term “hybrid transaction”; making technical changes;
   78         amending ss. 672.201, 672.202, 672.203, and 672.205,
   79         F.S.; making technical changes; amending s. 672.209,
   80         F.S.; revising a prohibition on modifying or
   81         rescinding a signed agreement that excludes
   82         modification or rescission; creating part VIII of ch.
   83         672, F.S., relating to transitional provisions;
   84         creating s. 672.801, F.S.; providing applicability;
   85         amending s. 673.1041, F.S.; revising the definition of
   86         the term “negotiable instrument”; amending s.
   87         673.1051, F.S.; revising the definition of the term
   88         “issue”; amending s. 673.4011, F.S.; conforming
   89         provisions to changes made by the act; amending s.
   90         673.6041, F.S.; specifying that the obligation of a
   91         party to pay a check is not discharged solely by
   92         destruction of the check in connection with a
   93         specified process; creating part VII of ch. 673, F.S.,
   94         relating to transitional provisions; creating s.
   95         673.702, F.S.; providing applicability; amending s.
   96         675.104, F.S.; conforming provisions to changes made
   97         by the act; amending s. 675.116, F.S.; providing that
   98         a branch of a bank is considered to be located at the
   99         address indicated in the branch’s undertaking or, if
  100         more than one address is indicated, the address from
  101         which the undertaking was issued; making technical
  102         changes; creating s. 675.119, F.S.; providing
  103         applicability; amending s. 677.102, F.S.; deleting
  104         definitions of the terms “record” and “sign”; amending
  105         s. 677.106, F.S.; specifying when a system satisfies
  106         certain requirements and a person has control of an
  107         electronic document of title; specifying when certain
  108         powers are or are not exclusive; providing that a
  109         person that has control of an electronic document or
  110         title does not need to acknowledge that it has control
  111         on behalf of another person; specifying that a person
  112         does not owe any duty to another person under certain
  113         circumstances; creating part VII of ch. 677, F.S.,
  114         related to transitional provisions; creating s.
  115         677.701, F.S.; providing applicability; amending s.
  116         678.1021, F.S.; revising definitions; revising the
  117         applicability of definitions; amending s. 678.1031,
  118         F.S.; specifying that a controllable account,
  119         controllable electronic record, or controllable
  120         payment intangible is not a financial asset under
  121         certain circumstances; conforming a cross-reference;
  122         amending s. 678.1061, F.S.; revising the circumstances
  123         under which purchasers have control of security
  124         entitlements; specifying that a person that has such
  125         control is not required to acknowledge such control on
  126         behalf of a purchaser; specifying that certain persons
  127         do not owe any duty to purchasers and are not required
  128         to confirm certain acknowledgment under certain
  129         circumstances; amending s. 678.1101, F.S.; providing
  130         applicability; amending s. 678.3031, F.S; specifying
  131         that protected purchasers acquire interest in a
  132         security free of any adverse claim; creating part VI
  133         of ch. 678, F.S., relating to transitional provisions;
  134         creating s. 678.601, F.S.; providing applicability;
  135         amending s. 679.1021, F.S.; defining terms; revising
  136         and deleting definitions; revising the applicability
  137         of definitions; amending s. 679.1041, F.S.; revising
  138         the circumstances under which a secured party has
  139         control of a deposit account; making a technical
  140         change; amending s. 679.1051, F.S.; revising when a
  141         person has control of electronic chattel paper;
  142         specifying when power of such control is or is not
  143         exclusive; creating s. 679.1052, F.S.; specifying when
  144         a person has control of electronic money; specifying
  145         when power of such control is or is not exclusive;
  146         creating s. 679.1053, F.S.; specifying when a person
  147         has control of controllable electronic records,
  148         controllable accounts, or controllable payment
  149         intangibles; creating s. 679.1054, F.S.; providing
  150         that specified persons with certain control are not
  151         required to acknowledge such control; specifying that
  152         such persons do not owe any duty to certain persons
  153         and are not required to confirm acknowledgment to any
  154         other person; amending s. 679.2031, F.S.; revising the
  155         circumstances under which a security interest is
  156         enforceable against a debtor and third parties;
  157         conforming provisions to changes made by the act;
  158         amending s. 679.2041, F.S.; revising the circumstances
  159         under which a security interest does not attach under
  160         a term constituting an after-acquired property clause;
  161         amending s. 679.2071, F.S.; conforming a provision to
  162         changes made by the act; amending s. 679.2081, F.S.;
  163         revising duties relating to secured parties having
  164         control of collateral; amending s. 679.209, F.S.;
  165         revising duties relating to secured parties if an
  166         account debtor has been notified of an assignment;
  167         revising cross-references; amending s. 679.210, F.S.;
  168         conforming provisions to changes made by the act;
  169         amending s. 679.3011, F.S.; revising requirements
  170         relating to laws governing perfection and priority of
  171         security interests; revising a cross-reference;
  172         amending s. 679.3041, F.S.; specifying that the local
  173         law of a bank’s jurisdiction governs even if a
  174         transaction does not bear any relation to the bank’s
  175         jurisdiction; amending s. 679.3051, F.S.; revising
  176         applicability; creating s. 679.3062, F.S.; specifying
  177         which laws govern the perfection and priority of
  178         security interests in chattel paper; creating s.
  179         679.3063, F.S.; specifying which laws govern the
  180         perfection and priority of security interests in
  181         controllable accounts, controllable electronic
  182         records, and controllable payment intangibles;
  183         amending s. 679.3101, F.S.; revising the circumstances
  184         under which the filing of a financing statement is not
  185         necessary to perfect a security interest; amending s.
  186         679.3121, F.S.; providing requirements for perfecting
  187         a security interest in controllable accounts,
  188         controllable electronic records, and controllable
  189         payment intangibles; amending s. 679.3131, F.S.;
  190         conforming provisions to changes made by the act;
  191         amending s. 679.3141, F.S.; revising requirements for
  192         perfection by control; creating s. 679.3152, F.S.;
  193         providing requirements for perfecting a security
  194         interest in chattel paper by possession and control;
  195         amending s. 679.3161, F.S.; revising requirements
  196         relating to maintaining perfection of security
  197         interests following a change in governing law;
  198         revising cross-references; amending s. 679.3171, F.S.;
  199         revising the circumstances under which persons take
  200         free of a security interest or agricultural lien;
  201         amending s. 679.323, F.S.; revising the circumstances
  202         under which a buyer or lessee of goods takes free of a
  203         security interest or leasehold; amending s. 679.324,
  204         F.S.; conforming provisions to changes made by the
  205         act; creating s. 679.3251, F.S.; specifying that
  206         certain security interests in controllable accounts,
  207         controllable electronic records, or controllable
  208         payment intangibles have priority over conflicting
  209         security interests; amending s. 679.330, F.S.;
  210         revising the circumstances under which purchasers of
  211         chattel paper have priority over certain security
  212         interests in the chattel paper; revising
  213         applicability; making a technical change; amending s.
  214         679.331, F.S.; revising construction; amending s.
  215         679.332, F.S.; revising the circumstances under which
  216         a transferee takes money or funds free of a security
  217         interest; amending ss. 679.341 and 679.4041, F.S.;
  218         conforming provisions to changes made by the act;
  219         amending s. 679.4061, F.S.; defining the term
  220         “promissory note”; conforming provisions to changes
  221         made by the act; revising applicability; amending s.
  222         679.4081, F.S.; defining the term “promissory note”;
  223         amending ss. 679.509, 679.513, 679.601, and 679.604,
  224         F.S.; conforming provisions to changes made by the
  225         act; amending s. 679.605, F.S.; specifying when a
  226         secured party owes a duty to a person based on the
  227         party’s status as a secured party; amending ss.
  228         679.608 and 679.611, F.S.; conforming provisions to
  229         changes made by the act; making technical changes;
  230         amending s. 679.613, F.S.; revising the form for
  231         notification of the disposition of collateral;
  232         providing requirements relating to such form; amending
  233         s. 679.614, F.S.; revising form requirements for
  234         notice of a plan to sell property; providing
  235         requirements relating to such form; amending ss.
  236         679.615, 679.616, 679.619, 679.620, 679.621, 679.624,
  237         and 679.625, F.S.; conforming provisions to changes
  238         made by the act; amending s. 679.628, F.S.; providing
  239         applicability; creating part IX of ch. 679, F.S.,
  240         relating to transitional provisions; creating ss.
  241         679.901 and 679.902, F.S.; providing construction;
  242         amending s. 680.1021, F.S.; revising applicability;
  243         amending s. 680.1031, F.S.; defining the term “hybrid
  244         lease”; conforming cross-references; amending ss.
  245         680.1071, 680.201, 680.202, 680.203, 680.205, and
  246         680.208, F.S.; conforming provisions to changes made
  247         by the act; creating part VI of ch. 680, F.S.,
  248         relating to transitional provisions; creating s.
  249         680.601, F.S.; providing applicability; amending ss.
  250         55.205, 319.27, 328.0015, 517.061, 559.9232, 563.022,
  251         and 668.50, F.S.; conforming cross-references;
  252         reenacting ss. 655.55(1) and (2) and 685.101(2), F.S.,
  253         relating to law applicable to deposits in and
  254         contracts relating to extensions of credit by a
  255         deposit or lending institution located in this state
  256         and choice of law, respectively, to incorporate the
  257         amendment made to s. 671.105, F.S., in references
  258         thereto; reenacting ss. 90.953(1), 673.1061(1), (3),
  259         and (4), and 673.1151(2), F.S., relating to
  260         admissibility of duplicates, unconditional promise or
  261         order, and incomplete instruments, respectively, to
  262         incorporate the amendment made to s. 673.1041, F.S.,
  263         in references thereto; reenacting s. 673.6051(2),
  264         F.S., relating to discharge of indorsers and
  265         accommodation parties, to incorporate the amendment
  266         made to s. 673.6041, F.S., in a reference thereto;
  267         reenacting s. 673.1031(2), F.S., relating to
  268         definitions, to incorporate the amendments made to ss.
  269         673.1041 and 673.1051, F.S., in references thereto;
  270         reenacting s. 675.103(1)(j), F.S., relating to
  271         definitions, to incorporate the amendment made to s.
  272         675.104, F.S., in a reference thereto; reenacting s.
  273         679.3061(2), F.S., relating to law governing
  274         perfection and priority of security interests in
  275         letter-of-credit rights, to incorporate the amendment
  276         made to s. 675.116, F.S., in a reference thereto;
  277         reenacting ss. 672.103(3) and 674.104(3), F.S.,
  278         relating to definitions and index of definitions, to
  279         incorporate the amendment made to s. 677.106, F.S., in
  280         references thereto; reenacting ss. 678.5101(3) and
  281         679.1061(1), F.S., relating to rights of purchaser of
  282         security entitlement from entitlement holder and
  283         control of investment property, respectively, to
  284         incorporate the amendment made to s. 678.1061, F.S.,
  285         in references thereto; reenacting ss. 674.2101(3),
  286         675.1181(2), and 679.1101, F.S., relating to security
  287         interest of collecting bank in items, accompanying
  288         documents, and proceeds; security interest of issuer
  289         or nominated person; and security interests arising
  290         under ch. 672, F.S., or ch. 680, F.S., respectively,
  291         to incorporate the amendment made to s. 679.2031,
  292         F.S., in references thereto; reenacting s. 679.709(2),
  293         F.S., relating to priority, to incorporate the
  294         amendment made to s. 679.2031, F.S., in a reference
  295         thereto; reenacting s. 679.602(2), F.S., relating to
  296         waiver and variance of rights and duties, to
  297         incorporate the amendment made to s. 679.210, F.S., in
  298         a reference thereto; reenacting s. 679.329(2), F.S.,
  299         relating to priority of security interests in deposit
  300         account and priority of security interests in letter
  301         of-credit right, respectively, to incorporate the
  302         amendment made to s. 679.3141, F.S., in a reference
  303         thereto; reenacting s. 679.320(3), F.S., relating to
  304         buyer of goods, to incorporate the amendment made to
  305         s. 679.3161, F.S., in a reference thereto; reenacting
  306         s. 727.109(8)(b), F.S., relating to power of the
  307         court, to incorporate the amendment made to s.
  308         679.3171, F.S., in a reference thereto; reenacting s.
  309         680.307(3), F.S., relating to priority of liens
  310         arising by attachment or levy on, security interests
  311         in, and other claims to goods, to incorporate the
  312         amendments made to ss. 679.3171 and 679.323, F.S., in
  313         references thereto; reenacting s. 679.328(2), (5), and
  314         (7), F.S., relating to priority of security interests
  315         in investment property, to incorporate the amendments
  316         made to ss. 678.1061, 679.3131, 679.3141, and 679.323,
  317         F.S., in references thereto; reenacting s. 679.327(1)
  318         and (2), F.S., relating to priority of security
  319         interests in deposit account, to incorporate the
  320         amendments made to ss. 679.1041 and 679.3141, F.S., in
  321         references thereto; reenacting s. 679.1091(4), F.S.,
  322         relating to scope, to incorporate the amendments made
  323         to ss. 679.2031 and 679.4041, F.S., in references
  324         thereto; reenacting s. 679.626(3), F.S., relating to
  325         action in which deficiency or surplus is in issue, to
  326         incorporate the amendment made to s. 679.628, F.S., in
  327         a reference thereto; providing an effective date.
  328          
  329  Be It Enacted by the Legislature of the State of Florida:
  330  
  331         Section 1. The Division of Law Revision is directed to
  332  create chapter 669, Florida Statutes, to be entitled “Uniform
  333  Commercial Code: Controllable Electronic Records and
  334  Transitional Provisions.”
  335         Section 2. Part I of chapter 669, Florida Statutes,
  336  consisting of ss. 669.101-669.107, Florida Statutes, is created
  337  and entitled “Controllable Electronic Records.”
  338         Section 3. Section 669.101, Florida Statutes, is created to
  339  read:
  340         669.101 Short title.—This part may be cited as “Uniform
  341  Commercial CodeControllable Electronic Records.”
  342         Section 4. Section 669.102, Florida Statutes, is created to
  343  read:
  344         669.102 Definitions.—
  345         (1)As used in this part, the term:
  346         (a)“Controllable electronic record” means a record in an
  347  electronic medium, subject to control under s. 669.105. The term
  348  does not include a controllable account, a controllable payment
  349  intangible, a deposit account, an electronic chattel paper, an
  350  electronic document of title, electronic money, investment
  351  property, or a transferable record.
  352         (b)“Qualifying purchaser” means a purchaser of a
  353  controllable electronic record or an interest in a controllable
  354  electronic record which obtains control of the controllable
  355  electronic record for value, in good faith, and without notice
  356  of a claim of a property right in the controllable electronic
  357  record.
  358         (c)“Transferable record” has the same meaning as provided
  359  in:
  360         1.Section 201(a)(1) of the Electronic Signatures in Global
  361  and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or
  362         2.Section 668.50(16)(a).
  363         (d)“Value” has the meaning provided in s. 673.3031(1), as
  364  if references in that subsection to an “instrument” were
  365  references to a controllable account, controllable electronic
  366  record, or controllable payment intangible. A controllable
  367  electronic record is subject to control as specified in s.
  368  669.105.
  369         (2)The definitions in s. 679.1021 for the terms “account
  370  debtor,” “chattel paper,” “controllable account,” “controllable
  371  payment intangible, “deposit account,” “electronic money,” and
  372  “investment property” apply to this part.
  373         (3)Chapter 671 contains general definitions and principles
  374  of construction and interpretation applicable throughout this
  375  part.
  376         Section 5. Section 669.103, Florida Statutes, is created to
  377  read:
  378         669.103Relation to chapter 679 and consumer laws.—
  379         (1)If there is conflict between this part and chapter 679,
  380  chapter 679 governs.
  381         (2)A transaction subject to this part is subject to any
  382  applicable rule of law that establishes a different rule for
  383  consumers; any other law or regulation that regulates the rates,
  384  charges, agreements, and practices for loans, credit sales, or
  385  other extensions of credit; and chapter 501.
  386         Section 6. Section 669.104, Florida Statutes, is created to
  387  read:
  388         669.104 Rights in controllable account, controllable
  389  electronic record, and controllable payment intangible.—
  390         (1)This section applies to the acquisition and purchase of
  391  rights in a controllable account or controllable payment
  392  intangible, including the rights and benefits under subsections
  393  (3), (4), (5), (7), and (8) of a purchaser and qualifying
  394  purchaser, in the same manner in which this section applies to a
  395  controllable electronic record.
  396         (2)In determining whether a purchaser of a controllable
  397  account or a controllable payment intangible is a qualifying
  398  purchaser, the purchaser obtains control of the account or
  399  payment intangible if it obtains control of the controllable
  400  electronic record that evidences the account or payment
  401  intangible.
  402         (3)Except as provided in this section, law other than this
  403  part determines whether a person acquires a right in a
  404  controllable electronic record and the right that the person
  405  acquires.
  406         (4)A purchaser of a controllable electronic record
  407  acquires all rights in the controllable electronic record which
  408  the transferor had, or had power to transfer, except that a
  409  purchaser of a limited interest in a controllable electronic
  410  record acquires rights only to the extent of the interest
  411  purchased.
  412         (5)A qualifying purchaser acquires its rights in the
  413  controllable electronic record free of a claim of a property
  414  right in the controllable electronic record.
  415         (6)Except as provided in subsections (1) and (5) for a
  416  controllable account and a controllable payment intangible or in
  417  law other than this part, a qualifying purchaser takes a right
  418  to payment, right to performance, or other interest in property
  419  evidenced by the controllable electronic record subject to a
  420  claim of a property right in the right to payment, right to
  421  performance, or other interest in property.
  422         (7)An action may not be asserted against a qualifying
  423  purchaser based on both a purchase by the qualifying purchaser
  424  of a controllable electronic record and a claim of a property
  425  right in another controllable electronic record, regardless of
  426  whether the action is framed in conversion, replevin,
  427  constructive trust, equitable lien, or other theory.
  428         (8)Filing of a financing statement under chapter 679 is
  429  not notice of a claim of a property right in a controllable
  430  electronic record.
  431         Section 7. Section 669.105, Florida Statutes, is created to
  432  read:
  433         669.105 Control of controllable electronic record.—
  434         (1)A person has control of a controllable electronic
  435  record if the electronic record, a record attached to or
  436  logically associated with the electronic record, or a system in
  437  which the electronic record is recorded:
  438         (a)Gives the person:
  439         1.Power to avail itself of substantially all of the
  440  benefit from the electronic record; and
  441         2.Exclusive power, subject to paragraph (b), to:
  442         a.Prevent others from availing themselves of substantially
  443  all of the benefit from the electronic record; and
  444         b.Transfer control of the electronic record to another
  445  person or cause another person to obtain control of another
  446  controllable electronic record as a result of the transfer of
  447  the electronic record; and
  448         (b)Enables the person to identify itself readily in any
  449  way, including by name, identifying number, cryptographic key,
  450  office, or account number, as having the powers specified in
  451  paragraph (a).
  452         (2)Except as provided in subsection (3), a power is
  453  exclusive under sub-subparagraphs (1)(a)2.a. and b. even if:
  454         (a)The controllable electronic record, a record attached
  455  to or logically associated with the electronic record, or a
  456  system in which the electronic record is recorded limits the use
  457  of the electronic record or has a protocol programmed to cause a
  458  change, including a transfer or loss of control or a
  459  modification of benefits afforded by the electronic record; or
  460         (b)The power is shared with another person.
  461         (3)A power of a person is not shared with another person
  462  under paragraph (2)(b) and the person’s power is not exclusive
  463  if:
  464         (a)The person can exercise the power only if the power
  465  also is exercised by the other person; and
  466         (b)The other person:
  467         1.Can exercise the power without exercise of the power by
  468  the person; or
  469         2.Is the transferor to the person of an interest in the
  470  controllable electronic record or a controllable account or
  471  controllable payment intangible evidenced by the controllable
  472  electronic record.
  473         (4)If a person has the powers specified in sub
  474  subparagraphs (1)(a)2.a. and b., the powers are presumed to be
  475  exclusive.
  476         (5)A person has control of a controllable electronic
  477  record if another person, other than the transferor to the
  478  person of an interest in the controllable electronic record or a
  479  controllable account or controllable payment intangible
  480  evidenced by the controllable electronic record:
  481         (a)Has control of the electronic record and acknowledges
  482  that it has control on behalf of the person; or
  483         (b)Obtains control of the electronic record after having
  484  acknowledged that it will obtain control of the electronic
  485  record on behalf of the person.
  486         (6)A person that has control under this section is not
  487  required to acknowledge that it has control on behalf of another
  488  person unless the person otherwise agrees or law other than this
  489  part or chapter 679 provides otherwise.
  490         (7)If a person acknowledges that it has or will obtain
  491  control on behalf of another person, the person does not owe any
  492  duty to the other person and is not required to confirm the
  493  acknowledgment to any other person.
  494         Section 8. Section 669.106, Florida Statutes, is created to
  495  read:
  496         669.106 Discharge of account debtor on controllable account
  497  or controllable payment intangible.—
  498         (1)An account debtor on a controllable account or
  499  controllable payment intangible may discharge its obligation by
  500  paying:
  501         (a)The person having control of the controllable
  502  electronic record that evidences the controllable account or
  503  controllable payment intangible; or
  504         (b)Except as provided in subsection (2), a person that
  505  formerly had control of the controllable electronic record.
  506         (2)Subject to subsection (4), the account debtor may not
  507  discharge its obligation by paying a person that formerly had
  508  control of the controllable electronic record if the account
  509  debtor receives a notification that:
  510         (a)Is signed by a person that formerly had control or the
  511  person to which control was transferred;
  512         (b)Reasonably identifies the controllable account or
  513  controllable payment intangible;
  514         (c)Notifies the account debtor that control of the
  515  controllable electronic record that evidences the controllable
  516  account or controllable payment intangible was transferred;
  517         (d)Identifies the transferee, in any reasonable way,
  518  including by name, identifying number, cryptographic key,
  519  office, or account number; and
  520         (e)Provides a commercially reasonable method by which the
  521  account debtor is to pay the transferee.
  522         (3)After receipt of a notification that complies with
  523  subsection (2), the account debtor may discharge its obligation
  524  by paying in accordance with the notification and may not
  525  discharge the obligation by paying a person that formerly had
  526  control.
  527         (4)Subject to subsection (8), notification is ineffective
  528  under subsection (2):
  529         (a)Unless, before the notification is sent, the account
  530  debtor and the person that, at that time, had control of the
  531  controllable electronic record that evidences the controllable
  532  account or controllable payment intangible agree in a signed
  533  record to a commercially reasonable method by which a person may
  534  furnish reasonable proof that control has been transferred;
  535         (b)To the extent an agreement between the account debtor
  536  and seller of a payment intangible limits the account debtor’s
  537  duty to pay a person other than the seller and the limitation is
  538  effective under law other than this part; or
  539         (c)At the option of the account debtor, if the
  540  notification notifies the account debtor to:
  541         1.Divide a payment;
  542         2.Make less than the full amount of an installment or
  543  other periodic payment; or
  544         3.Pay any part of a payment by more than one method or to
  545  more than one person.
  546         (5)Subject to subsection (8), if requested by the account
  547  debtor, the person giving the notification under subsection (2)
  548  must seasonably furnish reasonable proof that, using the method
  549  in the agreement referred to in paragraph (4)(a), control of the
  550  controllable electronic record has been transferred. Unless the
  551  person complies with the request, the account debtor may
  552  discharge its obligation by paying a person that formerly had
  553  control, even if the account debtor has received a notification
  554  under subsection (2).
  555         (6)A person furnishes reasonable proof under subsection
  556  (5) that control has been transferred if the person demonstrates
  557  that, using the method in an agreement made under paragraph
  558  (4)(a), the transferee has the power to:
  559         (a)Avail itself of substantially all the benefit from the
  560  controllable electronic record;
  561         (b)Prevent others from availing themselves of
  562  substantially all the benefit from the controllable electronic
  563  record; and
  564         (c)Transfer the powers specified in paragraphs (a) and (b)
  565  to another person.
  566         (7)Subject to subsection (8), an account debtor may not
  567  waive or vary its rights under paragraph (4)(a) and subsection
  568  (5) or its option under paragraph (4)(c).
  569         (8)This section is subject to law other than this part
  570  which establishes a different rule for an account debtor who is
  571  an individual and who incurred the obligation primarily for
  572  personal, family, or household purposes.
  573         Section 9. Section 669.107, Florida Statutes, is created to
  574  read:
  575         669.107 Governing law.—
  576         (1)Except as provided in subsection (2), the local law of
  577  a controllable electronic record’s jurisdiction governs a matter
  578  covered by this part.
  579         (2)For a controllable electronic record that evidences a
  580  controllable account or controllable payment intangible, the
  581  local law of the controllable electronic record’s jurisdiction
  582  governs a matter covered by s. 669.106 unless an effective
  583  agreement determines that the local law of another jurisdiction
  584  governs.
  585         (3)The following rules determine a controllable electronic
  586  record’s jurisdiction under this section:
  587         (a)If the controllable electronic record, or a record
  588  attached to or logically associated with the controllable
  589  electronic record and readily available for review, expressly
  590  provides that a particular jurisdiction is the controllable
  591  electronic record’s jurisdiction for purposes of this part or
  592  the Uniform Commercial Code, that jurisdiction is the
  593  controllable electronic record’s jurisdiction.
  594         (b)If paragraph (a) does not apply and the rules of the
  595  system in which the controllable electronic record is recorded
  596  are readily available for review and expressly provide that a
  597  particular jurisdiction is the controllable electronic record’s
  598  jurisdiction for purposes of this part or the Uniform Commercial
  599  Code, that jurisdiction is the controllable electronic record’s
  600  jurisdiction.
  601         (c)If paragraphs (a) and (b) do not apply and the
  602  controllable electronic record, or a record attached to or
  603  logically associated with the controllable electronic record and
  604  readily available for review, expressly provides that the
  605  controllable electronic record is governed by the law of a
  606  particular jurisdiction, that jurisdiction is the controllable
  607  electronic record’s jurisdiction.
  608         (d)If paragraphs (a), (b), and (c) do not apply and the
  609  rules of the system in which the controllable electronic record
  610  is recorded are readily available for review and expressly
  611  provide that the controllable electronic record or the system is
  612  governed by the law of a particular jurisdiction, that
  613  jurisdiction is the controllable electronic record’s
  614  jurisdiction.
  615         (e)If paragraphs (a)-(d) do not apply, the controllable
  616  electronic record’s jurisdiction is the District of Columbia.
  617         (4)If paragraph (3)(e) applies, and Article 12 is not in
  618  effect without material modification in the District of
  619  Columbia, the governing law for a matter subject to this part is
  620  the law of the District of Columbia as though Article 12 were in
  621  effect without material modification in the District of
  622  Columbia. For the purposes of this subsection, the term “Article
  623  12” means Article 12 of the Uniform Commercial Code Amendments
  624  (2022).
  625         (5)To the extent subsections (1) and (2) provide that the
  626  local law of the controllable electronic record’s jurisdiction
  627  governs a matter covered by this part, that law governs even if
  628  the matter or a transaction to which the matter relates does not
  629  bear any relation to the controllable electronic record’s
  630  jurisdiction.
  631         (6)The rights acquired under s. 669.104 by a purchaser or
  632  qualifying purchaser are governed by the law applicable under
  633  this section at the time of purchase.
  634         Section 10. Part II of chapter 669, Florida Statutes,
  635  consisting of ss. 669.501-669.706, Florida Statutes, is created
  636  and entitled “Transitional Provisions.”
  637         Section 11. Section 669.501, Florida Statutes, is created
  638  to read:
  639         669.501 Short title.—This part may be cited as “Uniform
  640  Commercial Code-Controllable Electronic Records.”
  641         Section 12. Section 669.502, Florida Statutes, is created
  642  to read:
  643         669.502 Definitions.—As used in this part:
  644         (1)(a)“Adjustment date” means July 1, 2026.
  645         (b)“Article 12” means Article 12 of the Uniform Commercial
  646  Code.
  647         (c)“Article 12 property” means a controllable account,
  648  controllable electronic record, or controllable payment
  649  intangible.
  650         (2)Other definitions applying to this chapter and the
  651  sections in which they appear are:
  652         “Controllable account,s. 679.1021.
  653         “Controllable electronic record,s. 669.102.
  654         “Controllable payment intangible,s. 679.1021.
  655         “Electronic money,” s. 679.1021.
  656         “Financing statement,” s. 679.1021.
  657         (3)The general definitions and principles of construction
  658  and interpretation contained in chapter 671 apply to this part.
  659         Section 13. Section 669.601, Florida Statutes, is created
  660  to read:
  661         669.601 Saving clause.—Except as otherwise provided in this
  662  part, a transaction validly entered into before July 1, 2025,
  663  and the rights, duties, and interests flowing from such
  664  transaction remain valid thereafter and may be terminated,
  665  completed, consummated, or enforced as required or permitted by
  666  law other than the Uniform Commercial Code or, if applicable, by
  667  the Uniform Commercial Code as though this act had not taken
  668  effect.
  669         Section 14. Section 669.701, Florida Statutes, is created
  670  to read:
  671         669.701 Saving clause.—
  672         (1)Except as provided in this part, chapter 679 as it
  673  existed on July 1, 2025, and Article 12 apply to a transaction,
  674  lien, or other interest in property, even if the transaction,
  675  lien, or interest was entered into, created, or acquired before
  676  July 1, 2025.
  677         (2)Except as provided in subsection (3) and ss. 669.702
  678  669.706, both of the following apply:
  679         (a)A transaction, lien, or interest in property that was
  680  validly entered into, created, or transferred before July 1,
  681  2025, and that was not governed by the Uniform Commercial Code
  682  but would be subject to chapter 679 as it existed on July 1,
  683  2025, or to Article 12 if the transaction had been entered into,
  684  created, or transferred on or after July 1, 2025, including the
  685  rights, duties, and interests flowing from the transaction,
  686  lien, or interest, remains valid on and after July 1, 2025.
  687         (b)The transaction, lien, or interest may be terminated,
  688  completed, consummated, and enforced as required or permitted by
  689  this part or by the law that would apply if this part had not
  690  taken effect.
  691         (3)This section does not affect an action, a case, or a
  692  proceeding commenced before July 1, 2025.
  693         Section 15. Section 669.702, Florida Statutes, is created
  694  to read:
  695         669.702 Security interest perfected before effective date.—
  696         (1)A security interest that is enforceable and perfected
  697  immediately before July 1, 2025, is a perfected security
  698  interest under this act if, on July 1, 2025, the requirements
  699  for enforceability and perfection under this section are fully
  700  satisfied without further action.
  701         (2)If a security interest is enforceable and perfected
  702  immediately before July 1, 2025, but the requirements for
  703  enforceability or perfection under this act are not satisfied by
  704  July 1, 2025, all of the following apply to the security
  705  interest:
  706         (a)It is a perfected security interest until the earlier
  707  of the time perfection would have ceased under the law in effect
  708  immediately before July 1, 2025, or the adjustment date.
  709         (b)It remains enforceable thereafter only if the security
  710  interest satisfies the requirements for enforceability under s.
  711  679.2031, as it existed on July 1, 2025, before the adjustment
  712  date.
  713         (c)It remains perfected thereafter only if the
  714  requirements for perfection under this section are satisfied
  715  immediately before July 1, 2025.
  716         Section 16. Section 669.703, Florida Statutes, is created
  717  to read:
  718         669.703 Security interest unperfected before effective
  719  date.—A security interest that is enforceable immediately before
  720  July 1, 2025, but is unperfected by that date:
  721         (1)Remains an enforceable security interest until the
  722  adjustment date;
  723         (2)Remains enforceable thereafter if the security interest
  724  becomes enforceable under s. 679.2031, as it existed on July 1,
  725  2025, or before the adjustment date; and
  726         (3)Becomes perfected:
  727         (a)Without further action, by July 1, 2025, if the
  728  requirements for perfection under this act are satisfied on or
  729  before that date; or
  730         (b)When the requirements for perfection are satisfied, if
  731  satisfaction occurs after July 1, 2025.
  732         Section 17. Section 669.704, Florida Statutes, is created
  733  to read:
  734         669.704 Effectiveness of actions taken before effective
  735  date.—
  736         (1)If action, other than the filing of a financing
  737  statement, is taken before July 1, 2025, and the action would
  738  have resulted in perfection of the security interest had the
  739  security interest become enforceable before July 1, 2025, the
  740  action is effective to perfect a security interest that attaches
  741  under this part before the adjustment date. An attached security
  742  interest becomes unperfected on the adjustment date unless the
  743  security interest becomes a perfected security interest under
  744  this part before the adjustment date.
  745         (2)The filing of a financing statement before July 1,
  746  2025, is effective to perfect a security interest on July 1,
  747  2025, to the extent the filing would satisfy the requirements
  748  for perfection under this part.
  749         (3)Action taken before July 1, 2025, is sufficient for the
  750  enforceability of a security interest as of July 1, 2025, if the
  751  action satisfies the requirements for enforceability under this
  752  part.
  753         Section 18. Section 669.705, Florida Statutes, is created
  754  to read:
  755         669.705 Priority.—
  756         (1)Subject to subsections (2) and (3), this section
  757  determines the priority of conflicting claims to collateral.
  758         (2)Subject to subsection (3), if the priority of claims to
  759  collateral was established before July 1, 2025, chapter 679 as
  760  in effect before July 1, 2025, determines priority.
  761         (3)On the adjustment date, to the extent the priorities
  762  determined by chapter 679 as amended by this part modify the
  763  priorities established before July 1, 2025, the priorities of
  764  claims to Article 12 property and electronic money established
  765  before July 1, 2025, cease to apply.
  766         Section 19. Section 669.706, Florida Statutes, is created
  767  to read:
  768         669.706 Priority of claims when priority rules of chapter
  769  679 do not apply.—
  770         (1)Subject to subsections (2) and (3), Article 12
  771  determines the priority of conflicting claims to Article 12
  772  property when the priority rules of chapter 679 as amended by
  773  this act do not apply.
  774         (2)Subject to subsection (3), when the priority rules of
  775  chapter 679 as amended by this act do not apply and the
  776  priorities of claims to Article 12 property were established
  777  before July 1, 2025, law other than Article 12 determines
  778  priority.
  779         (3)When the priority rules of chapter 679 as amended by
  780  this part do not apply, to the extent the priorities determined
  781  by this act modify the priorities established as of July 1,
  782  2025, the priorities of claims to Article 12 property
  783  established before July 1, 2025, cease to apply on the
  784  adjustment date.
  785         Section 20. Paragraph (c) of subsection (1) of section
  786  670.103, Florida Statutes, is amended to read:
  787         670.103 Payment order: definitions.—
  788         (1) In this chapter, the term:
  789         (c) “Payment order” means an instruction of a sender to a
  790  receiving bank, transmitted orally or in a record,
  791  electronically, or in writing, to pay, or to cause another bank
  792  to pay, a fixed or determinable amount of money to a beneficiary
  793  if:
  794         1. The instruction does not state a condition to payment to
  795  the beneficiary other than time of payment;
  796         2. The receiving bank is to be reimbursed by debiting an
  797  account of, or otherwise receiving payment from, the sender; and
  798         3. The instruction is transmitted by the sender directly to
  799  the receiving bank or to an agent, funds-transfer system, or
  800  communication system for transmittal to the receiving bank.
  801         Section 21. Section 670.201, Florida Statutes, is amended
  802  to read:
  803         670.201 Security procedure.—For purposes of this section,
  804  the term “security procedure” means a procedure established by
  805  agreement of a customer and a receiving bank for the purpose of:
  806         (1) Verifying that a payment order or communication
  807  amending or canceling a payment order is that of the customer;
  808  or
  809         (2) Detecting error in the transmission or the content of
  810  the payment order or communication.
  811  
  812  A security procedure may impose an obligation on the receiving
  813  bank or the customer and may require the use of algorithms or
  814  other codes, identifying words, or numbers, symbols, sounds,
  815  biometrics, encryption, callback procedures, or similar security
  816  devices. Comparison of a signature on a payment order or
  817  communication with an authorized specimen signature of the
  818  customer or requiring a payment order to be sent from a known e
  819  mail address, Internet protocol address, or telephone number is
  820  not by itself a security procedure.
  821         Section 22. Subsections (2) and (3) of section 670.202,
  822  Florida Statutes, are amended, and subsection (6) of that
  823  section is republished, to read:
  824         670.202 Authorized and verified payment orders.—
  825         (2) If a bank and its customer have agreed that the
  826  authenticity of payment orders issued to the bank in the name of
  827  the customer as sender will be verified pursuant to a security
  828  procedure, a payment order received by the receiving bank is
  829  effective as the order of the customer, whether or not
  830  authorized, if the security procedure is a commercially
  831  reasonable method of providing security against unauthorized
  832  payment orders and the bank proves that it accepted the payment
  833  order in good faith and in compliance with the bank’s
  834  obligations under the security procedure and any written
  835  agreement or instruction of the customer, evidenced by a record,
  836  restricting acceptance of payment orders issued in the name of
  837  the customer. The bank is not required to follow an instruction
  838  that violates an a written agreement with the customer,
  839  evidenced by a record, or notice of which is not received at a
  840  time and in a manner affording the bank a reasonable opportunity
  841  to act on it before the payment order is accepted.
  842         (3) The commercial reasonableness of a security procedure
  843  is a question of law to be determined by considering the wishes
  844  of the customer expressed to the bank; the circumstances of the
  845  customer known to the bank, including the size, type, and
  846  frequency of payment orders normally issued by the customer to
  847  the bank; alternative security procedures offered to the
  848  customer; and security procedures in general use by customers
  849  and receiving banks similarly situated. A security procedure is
  850  deemed to be commercially reasonable if:
  851         (a) The security procedure was chosen by the customer after
  852  the bank offered, and the customer refused, a security procedure
  853  that was commercially reasonable for that customer; and
  854         (b) The customer expressly agreed in a record writing to be
  855  bound by any payment order, whether or not authorized, issued in
  856  its name and accepted by the bank in compliance with the bank’s
  857  obligations under the security procedure chosen by the customer.
  858         (6) Except as provided in this section and in s.
  859  670.203(1)(a), rights and obligations arising under this section
  860  or s. 670.203 may not be varied by agreement.
  861         Section 23. Paragraph (a) of subsection (1) of section
  862  670.203, Florida Statutes, is amended to read:
  863         670.203 Unenforceability of certain verified payment
  864  orders.—
  865         (1) If an accepted payment order is not, under s.
  866  670.202(1), an authorized order of a customer identified as
  867  sender, but is effective as an order of the customer pursuant to
  868  s. 670.202(2), the following rules apply:
  869         (a) By express written agreement evidenced by a record, the
  870  receiving bank may limit the extent to which it is entitled to
  871  enforce or retain payment of the payment order.
  872         Section 24. Paragraph (b) of subsection (3) of section
  873  670.207, Florida Statutes, is amended to read:
  874         670.207 Misdescription of beneficiary.—
  875         (3) If a payment order described in subsection (2) is
  876  accepted, the originator’s payment order described the
  877  beneficiary inconsistently by name and number, and the
  878  beneficiary’s bank pays the person identified by number as
  879  permitted by paragraph (2)(a), the following rules apply:
  880         (b) If the originator is not a bank and proves that the
  881  person identified by number was not entitled to receive payment
  882  from the originator, the originator is not obliged to pay its
  883  order unless the originator’s bank proves that the originator,
  884  before acceptance of the originator’s order, had notice that
  885  payment of a payment order issued by the originator might be
  886  made by the beneficiary’s bank on the basis of an identifying or
  887  bank account number even if it identifies a person different
  888  from the named beneficiary. Proof of notice may be made by any
  889  admissible evidence. The originator’s bank satisfies the burden
  890  of proof if it proves that the originator, before the payment
  891  order was accepted, signed a record writing stating the
  892  information to which the notice relates.
  893         Section 25. Paragraph (b) of subsection (2) of section
  894  670.208, Florida Statutes, is amended to read:
  895         670.208 Misdescription of intermediary bank or
  896  beneficiary’s bank.—
  897         (2) This subsection applies to a payment order identifying
  898  an intermediary bank or the beneficiary’s bank both by name and
  899  an identifying number if the name and number identify different
  900  persons.
  901         (b) If the sender is not a bank and the receiving bank
  902  proves that the sender, before the payment order was accepted,
  903  had notice that the receiving bank might rely on the number as
  904  the proper identification of the intermediary or beneficiary’s
  905  bank even if it identifies a person different from the bank
  906  identified by name, the rights and obligations of the sender and
  907  the receiving bank are governed by paragraph (a), as though the
  908  sender were a bank. Proof of notice may be made by any
  909  admissible evidence. The receiving bank satisfies the burden of
  910  proof if it proves that the sender, before the payment order was
  911  accepted, signed a record writing stating the information to
  912  which the notice relates.
  913         Section 26. Subsection (1) of section 670.21, Florida
  914  Statutes, is amended to read:
  915         670.21 Rejection of payment order.—
  916         (1) A payment order is rejected by the receiving bank by a
  917  notice of rejection transmitted to the sender orally,
  918  electronically, or in a record writing. A notice of rejection
  919  need not use any particular words and is sufficient if it
  920  indicates that the receiving bank is rejecting the order or will
  921  not execute or pay the order. Rejection is effective when the
  922  notice is given if transmission is by a means that is reasonable
  923  in the circumstances. If notice of rejection is given by a means
  924  that is not reasonable, rejection is effective when the notice
  925  is received. If an agreement of the sender and receiving bank
  926  establishes the means to be used to reject a payment order:
  927         (a) Any means complying with the agreement is reasonable;
  928  and
  929         (b) Any means not complying is not reasonable unless no
  930  significant delay in receipt of the notice resulted from the use
  931  of the noncomplying means.
  932         Section 27. Subsection (1) of section 670.211, Florida
  933  Statutes, is amended to read:
  934         670.211 Cancellation and amendment of payment order.—
  935         (1) A communication of the sender of a payment order
  936  canceling or amending the order may be transmitted to the
  937  receiving bank orally, electronically, or in a record writing.
  938  If a security procedure is in effect between the sender and the
  939  receiving bank, the communication is not effective to cancel or
  940  amend the order unless the communication is verified pursuant to
  941  the security procedure or the bank agrees to the cancellation or
  942  amendment.
  943         Section 28. Subsections (3) and (4) of section 670.305,
  944  Florida Statutes, are amended to read:
  945         670.305 Liability for late or improper execution or failure
  946  to execute payment order.—
  947         (3) In addition to the amounts payable under subsections
  948  (1) and (2), damages, including consequential damages, are
  949  recoverable to the extent provided in an express written
  950  agreement of the receiving bank, evidenced by a record.
  951         (4) If a receiving bank fails to execute a payment order it
  952  was obliged by express agreement to execute, the receiving bank
  953  is liable to the sender for its expenses in the transaction and
  954  for incidental expenses and interest losses resulting from the
  955  failure to execute. Additional damages, including consequential
  956  damages, are recoverable to the extent provided in an express
  957  written agreement of the receiving bank, evidenced by a record,
  958  but are not otherwise recoverable.
  959         Section 29. Part VI of chapter 670, Florida Statutes,
  960  consisting of s. 670.601, Florida Statutes, is created and
  961  entitled “Transitional Provisions.”
  962         Section 30. Section 670.601, Florida Statutes, is created
  963  to read:
  964         670.601Saving clause.—Except as provided in ss. 669.501
  965  669.706, a transaction validly entered into before July 1, 2025,
  966  and the rights, duties, and interests flowing from such
  967  transaction remain valid thereafter and may be terminated,
  968  completed, consummated, or enforced as required or permitted by
  969  law other than the Uniform Commercial Code or, if applicable,
  970  the Uniform Commercial Code as though this act had not taken
  971  effect.
  972         Section 31. Subsection (1) of section 671.101, Florida
  973  Statutes, is amended to read:
  974         671.101 Short title; scope of chapter.—
  975         (1) Chapters 669-680 670-680 may be cited as the “Uniform
  976  Commercial Code” or “code.”
  977         Section 32. Present paragraphs (a) through (g) of
  978  subsection (2) of section 671.105, Florida Statutes, are
  979  redesignated as paragraphs (b) through (h), respectively, a new
  980  paragraph (a) is added to that subsection, and present
  981  paragraphs (d) and (e) of that subsection are reenacted, to
  982  read:
  983         671.105 Territorial application of the code; parties’ power
  984  to choose applicable law.—
  985         (2) When one of the following provisions of this code
  986  specifies the applicable law, that provision governs; and a
  987  contrary agreement is effective only to the extent permitted by
  988  the law (including the conflict-of-laws rules) so specified:
  989         (a) Governing law in the chapter on controllable electronic
  990  records. (s. 669.107).
  991         (e)(d) Applicability of the chapter on letters of credit.
  992  (s. 675.116)
  993         (f)(e) Applicability of the chapter on investment
  994  securities. (s. 678.1101)
  995         Section 33. Section 671.107, Florida Statutes, is amended
  996  to read:
  997         671.107 Waiver or renunciation of claim or right after
  998  breach.—A claim or right arising out of an alleged breach can be
  999  discharged in whole or in part without consideration by
 1000  agreement of the aggrieved party in a signed an authenticated
 1001  record.
 1002         Section 34. Present subsections (18) through (47) of
 1003  section 671.201, Florida Statutes, are redesignated as
 1004  subsections (19) through (48), respectively, a new subsection
 1005  (18) is added to that section, and subsections (11) and (16) and
 1006  present subsections (22), (26), (27), (31), (40), and (41) of
 1007  that section are amended, to read:
 1008         671.201 General definitions.—Unless the context otherwise
 1009  requires, words or phrases defined in this section, or in the
 1010  additional definitions contained in other chapters of this code
 1011  which apply to particular chapters or parts thereof, have the
 1012  meanings stated. Subject to definitions contained in other
 1013  chapters of this code which apply to particular chapters or
 1014  parts thereof, the term:
 1015         (11) “Conspicuous,” with reference to a term, means so
 1016  written, displayed, or presented that, based on the totality of
 1017  the circumstances, a reasonable person against which it is to
 1018  operate ought to have noticed it. Whether a term is
 1019  “conspicuous” is a decision for the court. Conspicuous terms
 1020  include the following:
 1021         (a) A heading in capitals equal to or greater in size than
 1022  the surrounding text, or in contrasting type, font, or color to
 1023  the surrounding text of the same or lesser size; and
 1024         (b) Language in the body of a record or display in larger
 1025  type than the surrounding text or set off from surrounding text
 1026  of the same size by symbols or other marks that call attention
 1027  to the language.
 1028         (16) “Delivery,” with respect to an electronic document of
 1029  title, means voluntary transfer of control and, “delivery,” with
 1030  respect to instruments, tangible document of title, or an
 1031  authoritative tangible copy of a record evidencing chattel
 1032  paper, or certificated securities, means voluntary transfer of
 1033  possession.
 1034         (18)“Electronic” means relating to technology having
 1035  electrical, digital, magnetic, wireless, optical,
 1036  electromagnetic, or similar capabilities.
 1037         (23)(22) “Holder” means:
 1038         (a) The person in possession of a negotiable instrument
 1039  that is payable either to bearer or to an identified person that
 1040  is the person in possession;
 1041         (b) The person in possession of a negotiable tangible
 1042  document of title if the goods are deliverable either to bearer
 1043  or to the order of the person in possession; or
 1044         (c) The person in control, other than pursuant to s.
 1045  677.106(7), of a negotiable electronic document of title.
 1046         (27)(26) Subject to subsection (29) (28), a person has
 1047  “notice” of a fact if the person:
 1048         (a) Has actual knowledge of it;
 1049         (b) Has received a notice or notification of it; or
 1050         (c) From all the facts and circumstances known to the
 1051  person at the time in question, has reason to know that it
 1052  exists. A person “knows” or has “knowledge” of a fact when the
 1053  person has actual knowledge of it. “Discover” or “learn” or a
 1054  word or phrase of similar import refers to knowledge rather than
 1055  to reason to know. The time and circumstances under which a
 1056  notice or notification may cease to be effective are not
 1057  determined by this section.
 1058         (28)(27) A person “notifies” or “gives” a notice or
 1059  notification to another person by taking such steps as may be
 1060  reasonably required to inform the other person in ordinary
 1061  course, whether or not the other person actually comes to know
 1062  of it. Subject to subsection (29) (28), a person “receives” a
 1063  notice or notification when:
 1064         (a) It comes to that person’s attention; or
 1065         (b) It is duly delivered in a form reasonable under the
 1066  circumstances at the place of business through which the
 1067  contract was made or at another location held out by that person
 1068  as the place for receipt of such communications.
 1069         (32)(31) “Person” means an individual; corporation;
 1070  business trust; estate; trust; partnership; limited liability
 1071  company; association; joint venture; government; governmental
 1072  subdivision, agency, or instrumentality; public corporation; or
 1073  any other legal or commercial entity. The term includes a
 1074  protected series, however denominated, of an entity if the
 1075  protected series is established under law other than the Uniform
 1076  Commercial Code which limits, or conditionally limits if
 1077  conditions specified under the law are satisfied, the ability of
 1078  a creditor of the entity or of any other protected series of the
 1079  entity to satisfy a claim from assets of the protected series.
 1080         (41)(40) “Send,” in connection with a writing, record, or
 1081  notification notice, means:
 1082         (a) To deposit in the mail, or deliver for transmission, or
 1083  transmit by any other usual means of communication, with postage
 1084  or cost of transmission provided for and properly addressed and,
 1085  in the case of an instrument, to an address specified thereon or
 1086  otherwise agreed or, if there be none, to any address reasonable
 1087  under the circumstances; or
 1088         (b) To cause the record or notification to be received
 1089  within the time it would have been received if properly sent
 1090  under paragraph (a) In any other way to cause to be received any
 1091  record or notice within the time it would have arrived if
 1092  properly sent.
 1093         (42)(41)“Sign,” “signing,” “signed,or “signature” means,
 1094  with present intent to authenticate or adopt a record, to:
 1095         (a)Execute or adopt a tangible symbol; or
 1096         (b)Attach to or logically associate with the record an
 1097  electronic symbol, sound, or process means bearing any symbol
 1098  executed or adopted by a party with present intention to adopt
 1099  or accept a writing.
 1100         Section 35. Section 671.211, Florida Statutes, is amended
 1101  to read:
 1102         671.211 Value.—Except as otherwise provided with respect to
 1103  negotiable instruments and bank collections as provided in
 1104  chapter 669 and ss. 673.3031, 674.2101, and 674.2111, a person
 1105  gives value for rights if the person acquires them:
 1106         (1) In return for a binding commitment to extend credit or
 1107  for the extension of immediately available credit whether or not
 1108  drawn upon and whether or not a charge-back is provided for in
 1109  the event of difficulties in collection;
 1110         (2) As security for, or in total or partial satisfaction
 1111  of, a preexisting claim;
 1112         (3) By accepting delivery under a preexisting contract for
 1113  purchase; or
 1114         (4) In return for any consideration sufficient to support a
 1115  simple contract.
 1116         Section 36. Part IV of chapter 671, Florida Statutes,
 1117  consisting of s. 671.401, Florida Statutes, is created and
 1118  entitled “Transitional Provisions.”
 1119         Section 37. Section 671.401, Florida Statutes, is created
 1120  to read:
 1121         671.401 Saving clause.—Except as provided in ss. 669.501
 1122  669.706, a transaction validly entered into before July 1, 2025,
 1123  and the rights, duties, and interests flowing from such
 1124  transaction remain valid thereafter and may be terminated,
 1125  completed, consummated, or enforced as required or permitted by
 1126  law other than the Uniform Commercial Code or, if applicable, by
 1127  the Uniform Commercial Code as though this act had not taken
 1128  effect.
 1129         Section 38. Section 672.102, Florida Statutes, is amended
 1130  to read:
 1131         672.102 Scope; certain security and other transactions
 1132  excluded from this chapter.—
 1133         (1) Unless the context otherwise requires, and except as
 1134  provided in subsection (2), this chapter applies to transactions
 1135  in goods and, in the case of a hybrid transaction:
 1136         (a)If the sale-of-goods aspects do not predominate, only
 1137  those provisions of this chapter which relate primarily to the
 1138  sale-of-goods aspects of the transaction apply, and those
 1139  provisions that relate primarily to the transaction as a whole
 1140  do not apply.
 1141         (b)If the sale-of-goods aspects predominate, this chapter
 1142  applies to the transaction but does not preclude application in
 1143  appropriate circumstances of other law to aspects of the
 1144  transaction which do not relate to the sale of goods.
 1145         (2)This chapter does not do the following:
 1146         (a)Apply to a transaction that, even though in the form of
 1147  an unconditional contract to sell or present sale, operates only
 1148  to create a security interest.
 1149         (b)Impair or repeal a statute regulating sales to
 1150  consumers, farmers, or other specified classes of buyers; it
 1151  does not apply to any transaction which although in the form of
 1152  an unconditional contract to sell or present sale is intended to
 1153  operate only as a security transaction nor does this chapter
 1154  impair or repeal any statute regulating sales to consumers,
 1155  farmers or other specified classes of buyers.
 1156         Section 39. Section 672.106, Florida Statutes, is amended
 1157  to read:
 1158         672.106 Definitions: “contract”; “agreement”; “contract for
 1159  sale”; “sale”; “present sale”; “conforming” to contract;
 1160  “termination”; “cancellation.; “hybrid transaction.”—
 1161         (1) In this chapter, unless the context clearly requires
 1162  otherwise, the meaning of the terms requires “contract” and
 1163  “agreement” is are limited to those contracts and agreements
 1164  relating to the present or future sale of goods. The term
 1165  “contract for sale” includes both a present sale of goods and a
 1166  contract to sell goods at a future time. A “sale” consists in
 1167  the passing of title from the seller to the buyer for a price
 1168  (s. 672.401). A “present sale” means a sale which is
 1169  accomplished by the making of the contract.
 1170         (2) Goods or conduct including any part of a performance
 1171  are “conforming” or conform to the contract when they are in
 1172  accordance with the obligations under the contract.
 1173         (3) “Termination” occurs when either party pursuant to a
 1174  power created by agreement or law puts an end to the contract
 1175  otherwise than for its breach. Upon On termination, all
 1176  obligations that which are still executory on both sides are
 1177  discharged but any right based on prior breach or performance
 1178  survives.
 1179         (4) “Cancellation” occurs when either party puts an end to
 1180  the contract for breach by the other and its effect is the same
 1181  as that of “termination” except that the canceling party also
 1182  retains any remedy for breach of the whole contract or any
 1183  unperformed balance.
 1184         (5)The term “hybrid transaction” means a single
 1185  transaction involving a sale of goods and any of the following:
 1186         (a)The provision of services.
 1187         (b)A lease of other goods.
 1188         (c)A sale, lease, or license of property other than goods.
 1189         Section 40. Subsections (1) and (2) of section 672.201,
 1190  Florida Statutes, are amended to read:
 1191         672.201 Formal requirements; statute of frauds.—
 1192         (1) Except as otherwise provided in this section a contract
 1193  for the sale of goods for the price of $500 or more is not
 1194  enforceable by way of action or defense unless there is a record
 1195  some writing sufficient to indicate that a contract for sale has
 1196  been made between the parties and signed by the party against
 1197  whom enforcement is sought or by the party’s his or her
 1198  authorized agent or broker. A record writing is not insufficient
 1199  because it omits or incorrectly states a term agreed upon but
 1200  the contract is not enforceable under this subsection paragraph
 1201  beyond the quantity of goods shown in the record such writing.
 1202         (2) Between merchants if within a reasonable time a record
 1203  writing in confirmation of the contract and sufficient against
 1204  the sender is received and the party receiving it has reason to
 1205  know its contents, it satisfies the requirements of subsection
 1206  (1) against the such party unless written notice in a record of
 1207  objection to its contents is given within 10 days after it is
 1208  received.
 1209         Section 41. Section 672.202, Florida Statutes, is amended
 1210  to read:
 1211         672.202 Final written expression; parol or extrinsic
 1212  evidence.—Terms with respect to which the confirmatory memoranda
 1213  of the parties agree or which are otherwise set forth in a
 1214  record writing intended by the parties as a final expression of
 1215  their agreement with respect to such terms as are included
 1216  therein may not be contradicted by evidence of any prior
 1217  agreement or of a contemporaneous oral agreement but may be
 1218  explained or supplemented:
 1219         (1) By course of dealing or usage of trade (s. 671.205) or
 1220  by course of performance (s. 672.208); and
 1221         (2) By evidence of consistent additional terms unless the
 1222  court finds the record writing to have been intended also as a
 1223  complete and exclusive statement of the terms of the agreement.
 1224         Section 42. Section 672.203, Florida Statutes, is amended
 1225  to read:
 1226         672.203 Seals inoperative.—The affixing of a seal to a
 1227  record writing evidencing a contract for sale or an offer to buy
 1228  or sell goods does not constitute a record the writing a sealed
 1229  instrument and the law with respect to sealed instruments does
 1230  not apply to such a contract or offer.
 1231         Section 43. Section 672.205, Florida Statutes, is amended
 1232  to read:
 1233         672.205 Firm offers.—An offer by a merchant to buy or sell
 1234  goods in a signed record writing which by its terms gives
 1235  assurance that it will be held open is not revocable, for lack
 1236  of consideration, during the time stated or if no time is stated
 1237  for a reasonable time, but in no event may such period of
 1238  irrevocability exceed 3 months; but any such term of assurance
 1239  on a form supplied by the offeree must be separately signed by
 1240  the offeror.
 1241         Section 44. Subsection (2) of section 672.209, Florida
 1242  Statutes, is amended to read:
 1243         672.209 Modification, rescission, and waiver.—
 1244         (2) A signed agreement which excludes modification or
 1245  rescission except by a signed writing or other signed record
 1246  cannot be otherwise modified or rescinded, but except as between
 1247  merchants such a requirement on a form supplied by the merchant
 1248  must be separately signed by the other party.
 1249         Section 45. Part VIII of chapter 672, Florida Statutes,
 1250  consisting of s. 672.801, Florida Statutes, is created and
 1251  entitled “Transitional Provisions.”
 1252         Section 46. Section 672.801, Florida Statutes, is created
 1253  to read:
 1254         672.801 Saving clause.—Except as provided in ss. 669.501
 1255  669.706, a transaction validly entered into before July 1, 2025,
 1256  and the rights, duties, and interests flowing from such
 1257  transaction remain valid thereafter and may be terminated,
 1258  completed, consummated, or enforced as required or permitted by
 1259  law other than the Uniform Commercial Code or, if applicable, by
 1260  the Uniform Commercial Code as though this act had not taken
 1261  effect.
 1262         Section 47. Subsection (1) of section 673.1041, Florida
 1263  Statutes, is amended to read:
 1264         673.1041 Negotiable instrument.—
 1265         (1) Except as provided in subsections (3), (4), and (11),
 1266  the term “negotiable instrument” means an unconditional promise
 1267  or order to pay a fixed amount of money, with or without
 1268  interest or other charges described in the promise or order, if
 1269  it:
 1270         (a) Is payable to bearer or to order at the time it is
 1271  issued or first comes into possession of a holder;
 1272         (b) Is payable on demand or at a definite time; and
 1273         (c) Does not state any other undertaking or instruction by
 1274  the person promising or ordering payment to do any act in
 1275  addition to the payment of money, but the promise or order may
 1276  contain:
 1277         1. An undertaking or power to give, maintain, or protect
 1278  collateral to secure payment;
 1279         2. An authorization or power to the holder to confess
 1280  judgment or realize on or dispose of collateral; or
 1281         3. A waiver of the benefit of any law intended for the
 1282  advantage or protection of an obligor;
 1283         4.A term that specifies the law that governs the promise
 1284  or order; or
 1285         5.An undertaking to resolve, in a specified forum, a
 1286  dispute concerning the promise or order.
 1287         Section 48. Subsection (1) of section 673.1051, Florida
 1288  Statutes, is amended to read:
 1289         673.1051 Issue of instrument.—
 1290         (1) The term “issue” means:
 1291         (a) The first delivery of an instrument by the maker or
 1292  drawer, whether to a holder or nonholder, for the purpose of
 1293  giving rights on the instrument to any person; or
 1294         (b)If agreed to by the payee, the first transmission by
 1295  the drawer to the payee of an image of an item and information
 1296  derived from the item which enables the depositary bank to
 1297  collect the item under federal law by transferring or presenting
 1298  an electronic check.
 1299         Section 49. Section 673.4011, Florida Statutes, is amended
 1300  to read:
 1301         673.4011 Signature.—
 1302         (1) A person is not liable on an instrument unless:
 1303         (a) the person signed the instrument; or
 1304         (b) the person is represented by an agent or representative
 1305  who signed the instrument, and the signature is binding on the
 1306  represented person under s. 673.4021.
 1307         (2) A signature may be made:
 1308         (a) Manually or by means of a device or machine; and
 1309         (b) By the use of any name, including a trade or assumed
 1310  name, or by a word, mark, or symbol executed or adopted by a
 1311  person with present intention to authenticate a writing.
 1312         Section 50. Subsection (1) of section 673.6041, Florida
 1313  Statutes, is amended to read:
 1314         673.6041 Discharge by cancellation or renunciation.—
 1315         (1) A person entitled to enforce an instrument, with or
 1316  without consideration, may discharge the obligation of a party
 1317  to pay the instrument:
 1318         (a) By an intentional voluntary act, such as:
 1319         1. Surrender of the instrument to the party;
 1320         2. Destruction, mutilation, or cancellation of the
 1321  instrument;
 1322         3. Cancellation or striking out of the party’s signature;
 1323  or
 1324         4. Addition of words to the instrument indicating
 1325  discharge; or
 1326         (b) By agreeing not to sue or otherwise renouncing rights
 1327  against the party by a signed writing.
 1328  
 1329  The obligation of a party to pay a check is not discharged
 1330  solely by destruction of the check in connection with a process
 1331  that involves the extraction of information from the check and
 1332  an image of the check is made and, subsequently, the information
 1333  and image are transmitted for payment.
 1334         Section 51. Part VII of chapter 673, Florida Statutes,
 1335  consisting of s. 673.702, Florida Statutes, is created and
 1336  entitled “Transitional Provisions.”
 1337         Section 52. Section 673.702, Florida Statutes, is created
 1338  to read:
 1339         673.702 Savings clause.—Except as provided in ss. 669.501
 1340  669.706, a transaction validly entered into before July 1, 2025,
 1341  and the rights, duties, and interests flowing from such
 1342  transaction remain valid thereafter and may be terminated,
 1343  completed, consummated, or enforced as required or permitted by
 1344  law other than the Uniform Commercial Code or, if applicable, by
 1345  the Uniform Commercial Code as though this act had not taken
 1346  effect.
 1347         Section 53. Section 675.104, Florida Statutes, is amended
 1348  to read:
 1349         675.104 Formal requirements.—A letter of credit,
 1350  confirmation, advice, transfer, amendment, or cancellation may
 1351  be issued in any form that is a signed record and is
 1352  authenticated by a signature or in accordance with the agreement
 1353  of the parties or the standard practice referred to in s.
 1354  675.108(5).
 1355         Section 54. Section 675.116, Florida Statutes, is amended
 1356  to read:
 1357         675.116 Choice of law and forum.—
 1358         (1) The liability of an issuer, nominated person, or
 1359  adviser for action or omission is governed by the law of the
 1360  jurisdiction chosen by an agreement in the form of a record
 1361  signed or otherwise authenticated by the affected parties in the
 1362  manner provided in s. 675.104 or by a provision in the person’s
 1363  letter of credit, confirmation, or other undertaking. The
 1364  jurisdiction whose law is chosen need not bear any relation to
 1365  the transaction.
 1366         (2) Unless subsection (1) applies, the liability of an
 1367  issuer, nominated person, or adviser for action or omission is
 1368  governed by the law of the jurisdiction in which the person is
 1369  located. The person is considered to be located at the address
 1370  indicated in the person’s undertaking. If more than one address
 1371  is indicated, the person is considered to be located at the
 1372  address from which the person’s undertaking was issued.
 1373         (a) For the purpose of jurisdiction, choice of law, and
 1374  recognition of interbranch letters of credit, but not
 1375  enforcement of a judgment, all branches of a bank are considered
 1376  separate juridical entities and a bank is considered to be
 1377  located at the place where its relevant branch is considered to
 1378  be located under paragraph (b) this subsection.
 1379         (b) A bank branch is considered to be located at the
 1380  address indicated in the branch’s undertaking. If more than one
 1381  address is indicated, the branch is considered to be located at
 1382  the address from which the undertaking was issued.
 1383         (c)(3) Except as otherwise provided in this paragraph
 1384  subsection, the liability of an issuer, nominated person, or
 1385  adviser is governed by any rules of custom or practice, such as
 1386  the Uniform Customs and Practice for Documentary Credits, to
 1387  which the letter of credit, confirmation, or other undertaking
 1388  is expressly made subject. If this chapter governs the liability
 1389  of an issuer, nominated person, or adviser under subsection (1)
 1390  or this subsection (2), the relevant undertaking incorporates
 1391  rules of custom or practice, and there is conflict between this
 1392  chapter and such rules as applied to that undertaking, such
 1393  rules govern except to the extent of any conflict with the
 1394  nonvariable provisions specified in s. 675.102(3).
 1395         (3)(4) This chapter governs to the extent of any conflict
 1396  between this chapter and chapter 670, chapter 673, chapter 674,
 1397  or chapter 679.
 1398         (4)(5) The forum for settling disputes arising out of an
 1399  undertaking within this chapter may be chosen in the manner and
 1400  with the binding effect that governing law may be chosen in
 1401  accordance with subsection (1).
 1402         Section 55. Section 675.119, Florida Statutes, is created
 1403  to read:
 1404         675.119 Saving clause.—Except as provided in ss. 669.501
 1405  669.706, a transaction validly entered into before July 1, 2025,
 1406  and the rights, duties, and interests flowing from such
 1407  transaction remain valid thereafter and may be terminated,
 1408  completed, consummated, or enforced as required or permitted by
 1409  law other than the Uniform Commercial Code or, if applicable, by
 1410  the Uniform Commercial Code as though this act had not taken
 1411  effect.
 1412         Section 56. Paragraphs (j) and (l) of subsection (1) of
 1413  section 677.102, Florida Statutes, are amended to read:
 1414         677.102 Definitions and index of definitions.—
 1415         (1) In this chapter, unless the context otherwise requires:
 1416         (j) “Record” means information that is inscribed on a
 1417  tangible medium or that is stored in an electronic or other
 1418  medium and is retrievable in perceivable form.
 1419         (l) “Sign” means, with present intent to authenticate or
 1420  adopt a record:
 1421         1. To execute or adopt a tangible symbol; or
 1422         2. To attach to or logically associate with the record an
 1423  electronic sound, symbol, or process.
 1424         Section 57. Subsection (2) of section 677.106, Florida
 1425  Statutes, is amended, and subsections (3) through (9) are added
 1426  to that section, to read:
 1427         677.106 Control of electronic document of title.—
 1428         (2) A system satisfies subsection (1), and a person has is
 1429  deemed to have control of an electronic document of title, if
 1430  the document is created, stored, and transferred assigned in a
 1431  manner that:
 1432         (a) A single authoritative copy of the document exists
 1433  which is unique, identifiable, and, except as otherwise provided
 1434  in paragraphs (d), (e), and (f), unalterable;
 1435         (b) The authoritative copy identifies the person asserting
 1436  control as:
 1437         1. The person to which the document was issued; or
 1438         2. If the authoritative copy indicates that the document
 1439  has been transferred, the person to which the document was most
 1440  recently transferred;
 1441         (c) The authoritative copy is communicated to and
 1442  maintained by the person asserting control or its designated
 1443  custodian;
 1444         (d) Copies or amendments that add or change an identified
 1445  transferee assignee of the authoritative copy can be made only
 1446  with the consent of the person asserting control;
 1447         (e) Each copy of the authoritative copy and any copy of a
 1448  copy is readily identifiable as a copy that is not the
 1449  authoritative copy; and
 1450         (f) Any amendment of the authoritative copy is readily
 1451  identifiable as authorized or unauthorized.
 1452         (3)A system satisfies subsection (1), and a person has
 1453  control of an electronic document of title, if an authoritative
 1454  electronic copy of the document, a record attached to or
 1455  logically associated with the electronic copy, or a system in
 1456  which the electronic copy is recorded:
 1457         (a)Enables the person to readily identify each electronic
 1458  copy as either an authoritative copy or a nonauthoritative copy;
 1459         (b)Enables the person to readily identify itself in any
 1460  way, including by name, identifying number, cryptographic key,
 1461  office, or account number, as the person to which each
 1462  authoritative electronic copy was issued or transferred; and
 1463         (c)Gives the person exclusive power, subject to subsection
 1464  (4), to:
 1465         1.Prevent others from adding or changing the person to
 1466  which each authoritative electronic copy has been issued or
 1467  transferred; and
 1468         2.Transfer control of each authoritative electronic copy.
 1469         (4)Subject to subsection (5), a power is exclusive under
 1470  subparagraphs (3)(c)1. and 2. even if:
 1471         (a)The authoritative electronic copy, a record attached to
 1472  or logically associated with the authoritative electronic copy,
 1473  or a system in which the authoritative electronic copy is
 1474  recorded limits the use of the document of title or has a
 1475  protocol that is programmed to cause a change, including a
 1476  transfer or loss of control; or
 1477         (b)The power is shared with another person.
 1478         (5)A power of a person is not shared with another person
 1479  under paragraph (4)(b) and the person’s power is not exclusive
 1480  if:
 1481         (a)The person can exercise the power only if the power
 1482  also is exercised by the other person; and
 1483         (b)The other person:
 1484         1.Can exercise the power without exercise of the power by
 1485  the person; or
 1486         2.Is the transferor to the person of an interest in the
 1487  document of title.
 1488         (6)If a person has the powers specified in subparagraphs
 1489  (3)(c)1. and 2., the powers are presumed to be exclusive.
 1490         (7)A person has control of an electronic document of title
 1491  if another person, other than the transferor to the person of an
 1492  interest in the document:
 1493         (a)Has control of the document and acknowledges that it
 1494  has control on behalf of the person; or
 1495         (b)Obtains control of the document after having
 1496  acknowledged that it will obtain control of the document on
 1497  behalf of the person.
 1498         (8)A person that has control as provided under this
 1499  section is not required to acknowledge that it has control on
 1500  behalf of another person.
 1501         (9)If a person acknowledges that it has or will obtain
 1502  control on behalf of another person, unless the person otherwise
 1503  agrees or law other than this chapter or chapter 679 otherwise
 1504  provides, the person does not owe any duty to the other person
 1505  and is not required to confirm the acknowledgment to any other
 1506  person.
 1507         Section 58. Part VII of chapter 677, Florida Statutes,
 1508  consisting of s. 677.701, Florida Statutes, is created and
 1509  entitled “Transitional Provisions.”
 1510         Section 59. Section 677.701, Florida Statutes, is created
 1511  to read:
 1512         677.701 Saving clause.—Except as provided in ss. 669.501
 1513  669.706, a transaction validly entered into before July 1, 2025,
 1514  and the rights, duties, and interests flowing from such
 1515  transaction remain valid thereafter and may be terminated,
 1516  completed, consummated, or enforced as required or permitted by
 1517  law other than the Uniform Commercial Code or, if applicable, by
 1518  the Uniform Commercial Code as though this act had not have
 1519  taken effect.
 1520         Section 60. Paragraph (f) of subsection (1) and subsection
 1521  (2) of section 678.1021, Florida Statutes, are amended, and
 1522  paragraph (i) of subsection (1) of that section is republished,
 1523  to read:
 1524         678.1021 Definitions.—
 1525         (1) In this chapter:
 1526         (f) “Communicate” means to:
 1527         1. Send a signed record writing; or
 1528         2. Transmit information by any mechanism agreed upon by the
 1529  persons transmitting and receiving the information.
 1530         (i) “Financial asset,” except as otherwise provided in s.
 1531  678.1031, means:
 1532         1. A security;
 1533         2. An obligation of a person or a share, participation, or
 1534  other interest in a person or in property or an enterprise of a
 1535  person, which is, or is of a type, dealt in or traded on
 1536  financial markets, or which is recognized in any area in which
 1537  it is issued or dealt in as a medium for investment; or
 1538         3. Any property that is held by a securities intermediary
 1539  for another person in a securities account if the securities
 1540  intermediary has expressly agreed with the other person that the
 1541  property is to be treated as a financial asset under this
 1542  chapter. As context requires, the term means either the interest
 1543  itself or the means by which a person’s claim to it is
 1544  evidenced, including a certificated or uncertificated security,
 1545  a security certificate, or a security entitlement.
 1546         (2) The following Other definitions in applying to this
 1547  chapter and other chapters apply to this section the sections in
 1548  which they appear are:
 1549         “Appropriate person,” s. 678.1071.
 1550         “Control,” s. 678.1061.
 1551         “Controllable account,” s. 679.1021.
 1552         “Controllable electronic record,” s. 669.102.
 1553         “Controllable payment intangible,” s. 679.1021.
 1554         “Delivery,” s. 678.3011.
 1555         “Investment company security,” s. 678.1031(2).
 1556         “Issuer,” s. 678.2011.
 1557         “Overissue,” s. 678.2101.
 1558         “Protected purchaser,” s. 678.3031.
 1559         “Securities account,” s. 678.5011.
 1560         Section 61. Subsection (6) of section 678.1031, Florida
 1561  Statutes, is amended, and subsection (8) is added to that
 1562  section, to read:
 1563         678.1031 Rules for determining whether certain obligations
 1564  and interests are securities or financial assets.—
 1565         (6) A commodity contract, as defined in s. 679.1021(1) s.
 1566  679.1021(1)(o), is not a security or a financial asset.
 1567         (8) A controllable account, controllable electronic record,
 1568  or controllable payment intangible is not a financial asset
 1569  unless s. 678.1021(1)(i) applies.
 1570         Section 62. Subsection (4) of section 678.1061, Florida
 1571  Statutes, is amended, and subsections (8) and (9) are added to
 1572  that section, to read:
 1573         678.1061 Control.—
 1574         (4) A purchaser has “control” of a security entitlement if:
 1575         (a) The purchaser becomes the entitlement holder;
 1576         (b) The securities intermediary has agreed that it will
 1577  comply with entitlement orders originated by the purchaser
 1578  without further consent by the entitlement holder; or
 1579         (c) Another person, other than the transferor to the
 1580  purchaser of an interest in the security entitlement:
 1581         1. Has control of the security entitlement and acknowledges
 1582  that it has control on behalf of the purchaser; or
 1583         2. Obtains control of the security entitlement after having
 1584  acknowledged that it will obtain control of the security
 1585  entitlement on behalf of the purchaser has control of the
 1586  security entitlement on behalf of the purchaser or, having
 1587  previously acquired control of the security entitlement,
 1588  acknowledges that the person has control on behalf of the
 1589  purchaser.
 1590         (8) A person that has control under this section is not
 1591  required to acknowledge that it has control on behalf of a
 1592  purchaser.
 1593         (9) If a person acknowledges that it has or will obtain
 1594  control on behalf of a purchaser unless the person otherwise
 1595  agrees, or law other than this section or chapter 679 otherwise
 1596  provides, the person does not owe any duty to the purchaser and
 1597  is not required to confirm the acknowledgment to any other
 1598  person.
 1599         Section 63. Subsection (7) is added to section 678.1101,
 1600  Florida Statutes, to read:
 1601         678.1101 Applicability; choice of law.—
 1602         (7) The local law of the issuer’s jurisdiction or the
 1603  securities intermediary’s jurisdiction governs a matter or
 1604  transaction specified in subsection (1) or subsection (2) even
 1605  if the matter or transaction does not bear any relation to the
 1606  jurisdiction.
 1607         Section 64. Subsection (2) of section 678.3031, Florida
 1608  Statutes, is amended to read:
 1609         678.3031 Protected purchaser.—
 1610         (2) In addition to acquiring the rights of a purchaser, A
 1611  protected purchaser also acquires its interest in the security
 1612  free of any adverse claim.
 1613         Section 65. Part VI of chapter 678, Florida Statutes,
 1614  consisting of s. 678.601, Florida Statutes, is created and
 1615  entitled “Transitional Provisions.”
 1616         Section 66. Section 678.601, Florida Statutes, is created
 1617  to read:
 1618         678.601 Saving clause.—Except as provided in ss. 669.501
 1619  669.706, a transaction validly entered into before July 1, 2025,
 1620  and the rights, duties, and interests flowing from such
 1621  transaction remain valid thereafter and may be terminated,
 1622  completed, consummated, or enforced as required or permitted by
 1623  law other than the Uniform Commercial Code, or if applicable, by
 1624  the Uniform Commercial Code as though this act had not taken
 1625  effect.
 1626         Section 67. Present paragraphs (h) through (aa), (bb)
 1627  through (bbb), (ccc) through (uuu), and (www) through (bbbb) of
 1628  subsection (1) of section 679.1021, Florida Statutes, are
 1629  redesignated as paragraphs (i) through (bb), (ee) through (eee),
 1630  (ggg) through (yyy), and (zzz) through (eeee), respectively, new
 1631  paragraphs (h), (cc), (dd), and (fff) are added to that
 1632  subsection, and paragraphs (b), (c), (d), and (g) and present
 1633  paragraphs (k), (ee), (pp), (uu), (iii), (nnn), (vvv), and (zzz)
 1634  of subsection (1) and subsection (2) of that section are
 1635  amended, to read:
 1636         679.1021 Definitions and index of definitions.—
 1637         (1) In this chapter, the term:
 1638         (b) “Account,” except as used in “account for,” “account
 1639  statement,” “account to,” “commodity account” as used in
 1640  paragraph (o), “customer account,” “deposit account” as used in
 1641  paragraph (ff), “on account of,” and “statement of account,”
 1642  means a right to payment of a monetary obligation, regardless of
 1643  whether or not earned by performance, for property that has been
 1644  or is to be sold, leased, licensed, assigned, or otherwise
 1645  disposed of; for services rendered or to be rendered; for a
 1646  policy of insurance issued or to be issued; for a secondary
 1647  obligation incurred or to be incurred; for energy provided or to
 1648  be provided; for the use or hire of a vessel under a charter or
 1649  other contract; arising out of the use of a credit or charge
 1650  card or information contained on or for use with the card; or as
 1651  winnings in a lottery or other game of chance operated or
 1652  sponsored by a state, governmental unit of a state, or person
 1653  licensed or authorized to operate the game by a state or
 1654  governmental unit of a state. The term includes controllable
 1655  accounts and health-care-insurance receivables. The term does
 1656  not include rights to payment evidenced by chattel paper or an
 1657  instrument; commercial tort claims; deposit accounts; investment
 1658  property; letter-of-credit rights or letters of credit; or
 1659  rights to payment for money or funds advanced or sold, other
 1660  than rights arising out of the use of a credit or charge card or
 1661  information contained on or for use with the card; or rights to
 1662  payment evidenced by an instrument.
 1663         (c) “Account debtor” means a person obligated on an
 1664  account, chattel paper, or general intangible. The term does not
 1665  include persons obligated to pay a negotiable instrument, even
 1666  if the negotiable instrument evidences constitutes part of
 1667  chattel paper.
 1668         (d) “Accounting,” except as used in the term “accounting
 1669  for,” means a record:
 1670         1. Signed Authenticated by a secured party;
 1671         2. Indicating the aggregate unpaid secured obligations as
 1672  of a date not more than 35 days earlier or 35 days later than
 1673  the date of the record; and
 1674         3. Identifying the components of the obligations in
 1675  reasonable detail.
 1676         (g) Assignee,” except as used in “assignee for benefit of
 1677  creditors,” means a person:
 1678         1.In whose favor a security interest that secures an
 1679  obligation is created or provided for under a security
 1680  agreement, regardless of whether the obligation is outstanding;
 1681  or
 1682         2.To which an account, chattel paper, payment intangible,
 1683  or promissory note has been sold.
 1684  
 1685  The term includes a person to which a security interest has been
 1686  transferred by a secured party.
 1687         (h)“Assignor” means a person that:
 1688         1.Under a security agreement creates or provides for a
 1689  security interest that secures an obligation; or
 1690         2.Sells an account, chattel paper, payment intangible, or
 1691  promissory note.
 1692  
 1693  The term includes a secured party that has transferred a
 1694  security interest to another person “Authenticate” means:
 1695         1. To sign; or
 1696         2. With the present intent to adopt or accept a record, to
 1697  attach to or logically associate with the record an electronic
 1698  sound, symbol, or process.
 1699         (l)(k) “Chattel paper” means:
 1700         1.A right to payment of a monetary obligation secured by
 1701  specific goods, if the right to payment and security agreement
 1702  are evidenced by a record; or
 1703         2.A right to payment of a monetary obligation owed by a
 1704  lessee under a lease agreement with respect to specific goods
 1705  and a monetary obligation owed by the lessee in connection with
 1706  the transaction giving rise to the lease, if:
 1707         a.The right to payment and lease agreement are evidenced
 1708  by a record; and
 1709         b.The predominant purpose of the transaction giving rise
 1710  to the lease was to give the lessee the right to possession and
 1711  use of the goods.
 1712  
 1713  The term does not include a right to payment arising out of a
 1714  charter or other contract involving the use or hire of a vessel
 1715  or a right to payment arising out of the use of a credit or
 1716  charge card or information contained on or for use with the card
 1717  a record or records that evidence both a monetary obligation and
 1718  a security interest in specific goods, a security interest in
 1719  specific goods and software used in the goods, a security
 1720  interest in specific goods and license of software used in the
 1721  goods, a lease of specific goods, or a lease of specific goods
 1722  and license of software used in the goods. In this paragraph,
 1723  “monetary obligation” means a monetary obligation secured by the
 1724  goods or owed under a lease of the goods and includes a monetary
 1725  obligation with respect to software used in the goods. The term
 1726  does not include charters or other contracts involving the use
 1727  or hire of a vessel or records that evidence a right to payment
 1728  arising out of the use of a credit or charge card or information
 1729  contained on or for use with the card. If a transaction is
 1730  evidenced by records that include an instrument or series of
 1731  instruments, the group of records taken together constitutes
 1732  chattel paper.
 1733         (cc)“Controllable account” means an account evidenced by a
 1734  controllable electronic record that provides that the account
 1735  debtor undertakes to pay the person that has control under s.
 1736  669.105 of the controllable electronic record.
 1737         (dd)“Controllable payment intangible” means a payment
 1738  intangible evidenced by a controllable electronic record that
 1739  provides that the account debtor undertakes to pay the person
 1740  that has control under s. 669.105 of the controllable electronic
 1741  record.
 1742         (hh)(ee) “Electronic money” means money in an electronic
 1743  form chattel paper” means chattel paper evidenced by a record or
 1744  records consisting of information stored in an electronic
 1745  medium.
 1746         (ss)(pp) “General intangible” means any personal property,
 1747  including things in action, other than accounts, chattel paper,
 1748  commercial tort claims, deposit accounts, documents, goods,
 1749  instruments, investment property, letter-of-credit rights,
 1750  letters of credit, money, and oil, gas, or other minerals before
 1751  extraction. The term includes controllable electronic records,
 1752  payment intangibles, and software.
 1753         (xx)(uu) “Instrument” means a negotiable instrument or any
 1754  other writing that evidences a right to the payment of a
 1755  monetary obligation, is not itself a security agreement or
 1756  lease, and is of a type that in the ordinary course of business
 1757  is transferred by delivery with any necessary indorsement or
 1758  assignment. The term does not include investment property,
 1759  letters of credit, or writings that evidence a right to payment
 1760  arising out of the use of a credit or charge card or information
 1761  contained on or for use with the card, or writings that evidence
 1762  chattel paper.
 1763         (fff)“Money” has the same meaning as in s. 671.201, but
 1764  does not include a deposit account or money in an electronic
 1765  form that cannot be subjected to control under s. 679.1052.
 1766         (mmm)(iii) “Payment intangible” means a general intangible
 1767  under which the account debtor’s principal obligation is a
 1768  monetary obligation. The term includes a controllable payment
 1769  intangible.
 1770         (rrr)(nnn) “Proposal” means a record signed authenticated
 1771  by a secured party which includes the terms on which the secured
 1772  party is willing to accept collateral in full or partial
 1773  satisfaction of the obligation it secures pursuant to ss.
 1774  679.620, 679.621, and 679.622.
 1775         (vvv) “Send,” in connection with a record or notification,
 1776  means:
 1777         1. To deposit in the mail, deliver for transmission, or
 1778  transmit by any other usual means of communication, with postage
 1779  or cost of transmission provided for, addressed to any address
 1780  reasonable under the circumstances; or
 1781         2. To cause the record or notification to be received
 1782  within the time that it would have been received if properly
 1783  sent under subparagraph 1.
 1784         (cccc)(zzz) “Tangible money chattel paper” means money in
 1785  tangible form chattel paper evidenced by a record or records
 1786  consisting of information that is inscribed on a tangible
 1787  medium.
 1788         (2) The following definitions in other chapters apply to
 1789  this chapter:
 1790         “Applicant,” s. 675.103.
 1791         “Beneficiary,” s. 675.103.
 1792         “Broker,” s. 678.1021.
 1793         “Certificated security,” s. 678.1021.
 1794         “Check,” s. 673.1041.
 1795         “Clearing corporation,” s. 678.1021.
 1796         “Contract for sale,” s. 672.106.
 1797         “Control,” s. 677.106.
 1798         “Controllable electronic record,” s. 669.102.
 1799         “Customer,” s. 674.104.
 1800         “Entitlement holder,” s. 678.1021.
 1801         “Financial asset,” s. 678.1021.
 1802         “Holder in due course,” s. 673.3021.
 1803         “Issuer” (with respect to a letter of credit
 1804  or letter-of-credit right), s. 675.103.
 1805         “Issuer” (with respect to a security), s. 678.2011.
 1806         “Issuer” (with respect to documents
 1807  of title), s. 677.102.
 1808         “Lease,” s. 680.1031.
 1809         “Lease agreement,” s. 680.1031.
 1810         “Lease contract,” s. 680.1031.
 1811         “Leasehold interest,” s. 680.1031.
 1812         “Lessee,” s. 680.1031.
 1813         “Lessee in ordinary course of
 1814  business,” s. 680.1031.
 1815         “Lessor,” s. 680.1031.
 1816         “Lessor’s residual interest,” s. 680.1031.
 1817         “Letter of credit,” s. 675.103.
 1818         “Merchant,” s. 672.104.
 1819         “Negotiable instrument,” s. 673.1041.
 1820         “Nominated person,” s. 675.103.
 1821         “Note,” s. 673.1041.
 1822         “Proceeds of a letter of credit,” s. 675.114.
 1823         “Protected purchaser,” s. 678.3031.
 1824         “Prove,” s. 673.1031.
 1825         “Qualifying purchaser,” s. 669.102.
 1826         “Sale,” s. 672.106.
 1827         “Securities account,” s. 678.5011.
 1828         “Securities intermediary,” s. 678.1021.
 1829         “Security,” s. 678.1021.
 1830         “Security certificate,” s. 678.1021.
 1831         “Security entitlement,” s. 678.1021.
 1832         “Uncertificated security,” s. 678.1021.
 1833         Section 68. Subsection (1) of section 679.1041, Florida
 1834  Statutes, is amended to read:
 1835         679.1041 Control of deposit account.—
 1836         (1) A secured party has control of a deposit account if any
 1837  of the following applies:
 1838         (a) The secured party is the bank with which the deposit
 1839  account is maintained.;
 1840         (b) The debtor, secured party, and bank have agreed in a
 1841  signed an authenticated record that the bank will comply with
 1842  instructions originated by the secured party directing
 1843  disposition of the funds in the deposit account without further
 1844  consent by the debtor.; or
 1845         (c) The secured party becomes the bank’s customer with
 1846  respect to the deposit account.
 1847         (d)Another person, other than the debtor:
 1848         1.Has control of the deposit account and acknowledges that
 1849  it has control on behalf of the secured party; or
 1850         2.Obtains control of the deposit account after having
 1851  acknowledged that it will obtain control of the deposit account
 1852  on behalf of the secured party.
 1853         Section 69. Section 679.1051, Florida Statutes, is amended
 1854  to read:
 1855         679.1051 Control of electronic chattel paper.—
 1856         (1) A purchaser has control of an authoritative electronic
 1857  copy of a record evidencing chattel paper if a system employed
 1858  for evidencing the assignment of interests in the chattel paper
 1859  reliably establishes the purchaser as the person to which the
 1860  authoritative electronic copy was assigned.
 1861         (2) A system satisfies subsection (1) if the record or
 1862  records evidencing the chattel paper are created, stored, and
 1863  assigned in a manner that:
 1864         (a) A single authoritative copy of the record or records
 1865  exists which is unique, identifiable, and, except as otherwise
 1866  provided in paragraphs (d), (e), and (f), unalterable;
 1867         (b) The authoritative copy identifies the purchaser as the
 1868  assignee of the record or records;
 1869         (c) The authoritative copy is communicated to and
 1870  maintained by the purchaser or its designated custodian;
 1871         (d) Copies or amendments that add or change an identified
 1872  assignee of the authoritative copy can be made only with the
 1873  consent of the purchaser;
 1874         (e) Each copy of the authoritative copy and any copy of a
 1875  copy is readily identifiable as a copy that is not the
 1876  authoritative copy; and
 1877         (f) Any amendment of the authoritative copy is readily
 1878  identifiable as authorized or unauthorized.
 1879         (3) A system satisfies subsection (1), and a purchaser has
 1880  control of an authoritative electronic copy of a record
 1881  evidencing chattel paper, if the electronic copy, a record
 1882  attached to or logically associated with the electronic copy, or
 1883  a system in which the electronic copy is recorded:
 1884         (a) Enables the purchaser to readily identify each
 1885  electronic copy as either an authoritative copy or a
 1886  nonauthoritative copy;
 1887         (b) Enables the purchaser to readily identify itself in any
 1888  way, including by name, identifying number, cryptographic key,
 1889  office, or account number, as the assignee of the authoritative
 1890  electronic copy; and
 1891         (c) Gives the purchaser exclusive power, subject to
 1892  subsection (4), to:
 1893         1. Prevent others from adding or changing an identified
 1894  assignee of the authoritative electronic copy; and
 1895         2. Transfer control of the authoritative electronic copy.
 1896         (4) Subject to subsection (5), a power is exclusive under
 1897  subparagraphs (3)(c)1. and 2. even if:
 1898         (a) The authoritative electronic copy, a record attached to
 1899  or logically associated with the authoritative electronic copy,
 1900  or a system in which the authoritative electronic copy is
 1901  recorded limits the use of the authoritative electronic copy or
 1902  has a protocol programmed to cause a change, including a
 1903  transfer or loss of control; or
 1904         (b) The power is shared with another person.
 1905         (5)A power of a purchaser is not shared with another
 1906  person as provided in paragraph (4)(b) and the purchaser’s power
 1907  is not exclusive if:
 1908         (a) The purchaser can exercise the power only if the power
 1909  also is exercised by the other person; and
 1910         (b) The other person:
 1911         1. Can exercise the power without exercise of the power by
 1912  the purchaser; or
 1913         2. Is the transferor to the purchaser of an interest in the
 1914  chattel paper.
 1915         (6) If a purchaser has the powers specified in
 1916  subparagraphs (3)(c)1. and 2., the powers are presumed to be
 1917  exclusive.
 1918         (7) A purchaser has control of an authoritative electronic
 1919  copy of a record evidencing chattel paper if another person,
 1920  other than the transferor to the purchaser of an interest in the
 1921  chattel paper:
 1922         (a) Has control of the authoritative electronic copy and
 1923  acknowledges that it has control on behalf of the purchaser; or
 1924         (b) Obtains control of the authoritative electronic copy
 1925  after having acknowledged that it will obtain control of the
 1926  electronic copy on behalf of the purchaser A secured party has
 1927  control of electronic chattel paper if a system employed for
 1928  evidencing the transfer of interests in the chattel paper
 1929  reliably establishes the secured party as the person to which
 1930  the chattel paper was assigned.
 1931         (2) A system satisfies subsection (1), and a secured party
 1932  has control of electronic chattel paper, if the record or
 1933  records comprising the chattel paper are created, stored, and
 1934  assigned in such a manner that:
 1935         (a) A single authoritative copy of the record or records
 1936  exists which is unique, identifiable and, except as otherwise
 1937  provided in paragraphs (d), (e), and (f), unalterable;
 1938         (b) The authoritative copy identifies the secured party as
 1939  the assignee of the record or records;
 1940         (c) The authoritative copy is communicated to and
 1941  maintained by the secured party or its designated custodian;
 1942         (d) Copies or amendments that add or change an identified
 1943  assignee of the authoritative copy can be made only with the
 1944  consent of the secured party;
 1945         (e) Each copy of the authoritative copy and any copy of a
 1946  copy is readily identifiable as a copy that is not the
 1947  authoritative copy; and
 1948         (f) Any amendment of the authoritative copy is readily
 1949  identifiable as authorized or unauthorized.
 1950         Section 70. Section 679.1052, Florida Statutes, is created
 1951  to read:
 1952         679.1052 Control of electronic money.—
 1953         (1)A person has control of electronic money if both of the
 1954  following apply:
 1955         (a)The electronic money, a record attached to or logically
 1956  associated with the electronic money, or a system in which the
 1957  electronic money is recorded gives the person:
 1958         1.Power to avail itself of substantially all the benefit
 1959  from the electronic money; and
 1960         2.Exclusive power, subject to subsection (2), to:
 1961         a.Prevent others from availing themselves of substantially
 1962  all the benefit from the electronic money; and
 1963         b.Transfer control of the electronic money to another
 1964  person or cause another person to obtain control of other
 1965  electronic money as a result of the transfer of the electronic
 1966  money.
 1967         (b)The electronic money, a record attached to or logically
 1968  associated with the electronic money, or a system in which the
 1969  electronic money is recorded enables the person readily to
 1970  identify itself in any way, including by name, identifying
 1971  number, cryptographic key, office, or account number, as having
 1972  the powers under paragraph (a).
 1973         (2)Subject to subsection (3), a power is exclusive under
 1974  sub-subparagraphs (1)(a)2.a. and b. even if:
 1975         (a)The electronic money, a record attached to or logically
 1976  associated with the electronic money, or a system in which the
 1977  electronic money is recorded limits the use of the electronic
 1978  money or has a protocol programmed to cause a change, including
 1979  a transfer or loss of control; or
 1980         (b)The power is shared with another person.
 1981         (3)A power of a person is not shared with another person
 1982  under paragraph (2)(b) and the person’s power is not exclusive
 1983  if:
 1984         (a)The person can exercise the power only if the power
 1985  also is exercised by the other person; and
 1986         (b)The other person:
 1987         1.Can exercise the power without exercise of the power by
 1988  the person; or
 1989         2.Is the transferor to the person of an interest in the
 1990  electronic money.
 1991         (4)If a person has the powers specified in sub
 1992  subparagraphs (1)(a)2.a. and b., the powers are presumed to be
 1993  exclusive.
 1994         (5)A person has control of electronic money if another
 1995  person, other than the transferor to the person of an interest
 1996  in the electronic money:
 1997         (a)Has control of the electronic money and acknowledges
 1998  that it has control on behalf of the person; or
 1999         (b)Obtains control of the electronic money after having
 2000  acknowledged that it will obtain control of the electronic money
 2001  on behalf of the person.
 2002         Section 71. Section 679.1053, Florida Statutes, is created
 2003  to read:
 2004         679.1053 Control of controllable electronic record,
 2005  controllable account, or controllable payment intangible.—
 2006         (1)A secured party has control of a controllable
 2007  electronic record as provided in s. 669.105.
 2008         (2)A secured party has control of a controllable account
 2009  or controllable payment intangible if the secured party has
 2010  control of the controllable electronic record that evidences the
 2011  controllable account or controllable payment intangible.
 2012         Section 72. Section 679.1054, Florida Statutes, is created
 2013  to read:
 2014         679.1054 No requirement to acknowledge or confirm; no
 2015  duties.—
 2016         (1)A person that has control under s. 679.1051, s.
 2017  679.1052, or s. 679.1053 is not required to acknowledge that it
 2018  has control on behalf of another person.
 2019         (2)If a person acknowledges that it has or will obtain
 2020  control on behalf of another person, unless the person otherwise
 2021  agrees, or law other than this chapter otherwise provides, the
 2022  person does not owe any duty to the other person and is not
 2023  required to confirm the acknowledgment to any other person.
 2024         Section 73. Subsections (2) and (10) of section 679.2031,
 2025  Florida Statutes, are amended to read:
 2026         679.2031 Attachment and enforceability of security
 2027  interest; proceeds; supporting obligations; formal requisites.—
 2028         (2) Except as otherwise provided in subsections (3) through
 2029  (10), a security interest is enforceable against the debtor and
 2030  third parties with respect to the collateral only if:
 2031         (a) Value has been given;
 2032         (b) The debtor has rights in the collateral or the power to
 2033  transfer rights in the collateral to a secured party; and
 2034         (c) One of the following conditions is met:
 2035         1. The debtor has signed authenticated a security agreement
 2036  that provides a description of the collateral and, if the
 2037  security interest covers timber to be cut, a description of the
 2038  land concerned;
 2039         2. The collateral is not a certificated security and is in
 2040  the possession of the secured party under s. 679.3131 pursuant
 2041  to the debtor’s security agreement;
 2042         3. The collateral is a certificated security in registered
 2043  form and the security certificate has been delivered to the
 2044  secured party under s. 678.3011 pursuant to the debtor’s
 2045  security agreement; or
 2046         4. The collateral is controllable accounts, controllable
 2047  electronic records, controllable payment intangibles, deposit
 2048  accounts, electronic documents, electronic money chattel paper,
 2049  investment property, or letter-of-credit rights, or electronic
 2050  documents, and the secured party has control under s. 669.105,
 2051  s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s.
 2052  679.1071 pursuant to the debtor’s security agreement; or
 2053         5.The collateral is chattel paper and the secured party
 2054  has possession and control under s. 679.3152 pursuant to the
 2055  debtor’s security agreement.
 2056         (10) A security interest in an account consisting of a
 2057  right to payment of a monetary obligation for the sale of real
 2058  property that is the debtor’s homestead under the laws of this
 2059  state is not enforceable unless:
 2060         (a) The description of the account in the security
 2061  agreement conspicuously states that the collateral includes the
 2062  debtor’s right to payment of a monetary obligation for the sale
 2063  of real property;
 2064         (b) The description of the account in the security
 2065  agreement includes a legal description of the real property;
 2066         (c) The description of the account in the security
 2067  agreement conspicuously states that the real property is the
 2068  debtor’s homestead; and
 2069         (d) The security agreement is also signed authenticated by
 2070  the debtor’s spouse, if the debtor is married; if the debtor’s
 2071  spouse is incompetent, then the method of signature
 2072  authentication by the debtor’s spouse is the same as provided by
 2073  the laws of this state, other than this chapter, which apply to
 2074  the alienation or encumbrance of homestead property by an
 2075  incompetent person.
 2076         Section 74. Present subsection (3) of section 679.2041,
 2077  Florida Statutes, is redesignated as subsection (4), a new
 2078  subsection (3) is added to that section, and subsection (2) of
 2079  that section is amended, to read:
 2080         679.2041 After-acquired property; future advances.—
 2081         (2) Subject to subsection (3), a security interest does not
 2082  attach under a term constituting an after-acquired property
 2083  clause to:
 2084         (a) Consumer goods, other than an accession when given as
 2085  additional security, unless the debtor acquires rights in them
 2086  within 10 days after the secured party gives value; or
 2087         (b) A commercial tort claim.
 2088         (3)Subsection (2) does not prevent a security interest
 2089  from attaching:
 2090         (a)To a consumer good as proceeds under s. 679.3151(1) or
 2091  commingled goods under s. 679.336(3);
 2092         (b)To a commercial tort claim as proceeds under s.
 2093  679.3151(1); or
 2094         (c)Under an after-acquired property clause to property
 2095  that is proceeds of consumer goods or a commercial tort claim.
 2096         Section 75. Subsection (3) of section 679.2071, Florida
 2097  Statutes, is amended to read:
 2098         679.2071 Rights and duties of secured party having
 2099  possession or control of collateral.—
 2100         (3) Except as otherwise provided in subsection (4), a
 2101  secured party having possession of collateral or control of
 2102  collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
 2103  679.1052, s. 679.1061, or s. 679.1071:
 2104         (a) May hold as additional security any proceeds, except
 2105  money or funds, received from the collateral;
 2106         (b) Shall apply money or funds received from the collateral
 2107  to reduce the secured obligation, unless remitted to the debtor;
 2108  and
 2109         (c) May create a security interest in the collateral.
 2110         Section 76. Subsection (2) of section 679.2081, Florida
 2111  Statutes, is amended to read:
 2112         679.2081 Additional duties of secured party having control
 2113  of collateral.—
 2114         (2) Within 10 days after receiving a signed an
 2115  authenticated demand by the debtor:
 2116         (a) A secured party having control of a deposit account
 2117  under s. 679.1041(1)(b) shall send to the bank with which the
 2118  deposit account is maintained a signed record an authenticated
 2119  statement that releases the bank from any further obligation to
 2120  comply with instructions originated by the secured party;
 2121         (b) A secured party having control of a deposit account
 2122  under s. 679.1041(1)(c) shall:
 2123         1. Pay the debtor the balance on deposit in the deposit
 2124  account; or
 2125         2. Transfer the balance on deposit into a deposit account
 2126  in the debtor’s name;
 2127         (c) A secured party, other than a buyer, having control
 2128  under s. 679.1051 of an authoritative electronic copy of a
 2129  record evidencing chattel paper shall transfer control of the
 2130  electronic copy to the debtor or a person designated by the
 2131  debtor a secured party, other than a buyer, having control of
 2132  electronic chattel paper under s. 679.1051 shall:
 2133         1. Communicate the authoritative copy of the electronic
 2134  chattel paper to the debtor or its designated custodian;
 2135         2. If the debtor designates a custodian that is the
 2136  designated custodian with which the authoritative copy of the
 2137  electronic chattel paper is maintained for the secured party,
 2138  communicate to the custodian an authenticated record releasing
 2139  the designated custodian from any further obligation to comply
 2140  with instructions originated by the secured party and
 2141  instructing the custodian to comply with instructions originated
 2142  by the debtor; and
 2143         3. Take appropriate action to enable the debtor or the
 2144  debtor’s designated custodian to make copies of or revisions to
 2145  the authoritative copy which add or change an identified
 2146  assignee of the authoritative copy without the consent of the
 2147  secured party;
 2148         (d) A secured party having control of investment property
 2149  under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
 2150  securities intermediary or commodity intermediary with which the
 2151  security entitlement or commodity contract is maintained a
 2152  signed an authenticated record that releases the securities
 2153  intermediary or commodity intermediary from any further
 2154  obligation to comply with entitlement orders or directions
 2155  originated by the secured party;
 2156         (e) A secured party having control of a letter-of-credit
 2157  right under s. 679.1071 shall send to each person having an
 2158  unfulfilled obligation to pay or deliver proceeds of the letter
 2159  of credit to the secured party a signed an authenticated release
 2160  from any further obligation to pay or deliver proceeds of the
 2161  letter of credit to the secured party; and
 2162         (f) A secured party having control under s. 677.106 of an
 2163  authoritative electronic copy of an electronic document of title
 2164  shall transfer control of the electronic copy to the debtor or a
 2165  person designated by the debtor;
 2166         (g)A secured party having control under s. 679.1052 of
 2167  electronic money shall transfer control of the electronic money
 2168  to the debtor or a person designated by the debtor; and
 2169         (h)A secured party having control under s. 669.105 of a
 2170  controllable electronic record, other than a buyer of a
 2171  controllable account or controllable payment intangible
 2172  evidenced by the controllable electronic record, shall transfer
 2173  control of the controllable electronic record to the debtor or a
 2174  person designated by the debtor of an electronic document shall:
 2175         1. Give control of the electronic document to the debtor or
 2176  its designated custodian;
 2177         2. If the debtor designates a custodian that is the
 2178  designated custodian with which the authoritative copy of the
 2179  electronic document is maintained for the secured party,
 2180  communicate to the custodian an authenticated record releasing
 2181  the designated custodian from any further obligation to comply
 2182  with instructions originated by the secured party and
 2183  instructing the custodian to comply with instructions originated
 2184  by the debtor; and
 2185         3. Take appropriate action to enable the debtor or its
 2186  designated custodian to make copies of or revisions to the
 2187  authenticated copy which add or change an identified assignee of
 2188  the authoritative copy without the consent of the secured party.
 2189         Section 77. Subsection (2) of section 679.209, Florida
 2190  Statutes, is amended to read:
 2191         679.209 Duties of secured party if account debtor has been
 2192  notified of assignment.—
 2193         (2) Within 10 days after receiving a signed an
 2194  authenticated demand by the debtor, a secured party shall send
 2195  to an account debtor that has received notification under s.
 2196  669.106(2) or s. 679.4061(1) of an assignment to the secured
 2197  party as assignee a signed under s. 679.4061(1) an authenticated
 2198  record that releases the account debtor from any further
 2199  obligation to the secured party.
 2200         Section 78. Section 679.210, Florida Statutes, is amended
 2201  to read:
 2202         679.210 Request for accounting; request regarding list of
 2203  collateral or statement of account.—
 2204         (1) In this section, the term:
 2205         (a) “Request” means a record of a type described in
 2206  paragraph (b), paragraph (c), or paragraph (d).
 2207         (b) “Request for an accounting” means a record signed
 2208  authenticated by a debtor requesting that the recipient provide
 2209  an accounting of the unpaid obligations secured by collateral
 2210  and reasonably identifying the transaction or relationship that
 2211  is the subject of the request.
 2212         (c) “Request regarding a list of collateral” means a record
 2213  signed authenticated by a debtor requesting that the recipient
 2214  approve or correct a list of what the debtor believes to be the
 2215  collateral securing an obligation and reasonably identifying the
 2216  transaction or relationship that is the subject of the request.
 2217         (d) “Request regarding a statement of account” means a
 2218  record signed authenticated by a debtor requesting that the
 2219  recipient approve or correct a statement indicating what the
 2220  debtor believes to be the aggregate amount of unpaid obligations
 2221  secured by collateral as of a specified date and reasonably
 2222  identifying the transaction or relationship that is the subject
 2223  of the request.
 2224         (e) “Reasonably identifying the transaction or
 2225  relationship” means that the request provides information
 2226  sufficient for the person to identify the transaction or
 2227  relationship and respond to the request. Pursuant to s.
 2228  679.603(1), a secured party and debtor may determine by
 2229  agreement the standards for measuring fulfillment of this duty.
 2230         (f) “Person” means a person or entity that is or was a
 2231  secured party or otherwise claims or has claimed an interest in
 2232  the collateral.
 2233         (2) Subject to subsections (3)-(6) (3), (4), (5), and (6),
 2234  a secured party, other than a buyer of accounts, chattel paper,
 2235  payment intangibles, or promissory notes or a consignor, shall
 2236  comply with a request within 14 days after receipt:
 2237         (a) In the case of a request for an accounting, by signing
 2238  authenticating and sending to the debtor an accounting; and
 2239         (b) In the case of a request regarding a list of collateral
 2240  or a request regarding a statement of account, by signing
 2241  authenticating and sending to the debtor an approval or
 2242  correction.
 2243         (3) A secured party that claims a security interest in all
 2244  of a particular type of collateral owned by the debtor may
 2245  comply with a request regarding a list of collateral by sending
 2246  to the debtor a signed an authenticated record including a
 2247  statement to that effect within 14 days after receipt.
 2248         (4) A person who receives a request regarding a list of
 2249  collateral, claims no interest in the collateral when the
 2250  request is received, and claimed an interest in the collateral
 2251  at an earlier time shall comply with the request within 14 days
 2252  after receipt by sending to the debtor a signed an authenticated
 2253  record:
 2254         (a) Disclaiming any interest in the collateral; and
 2255         (b) If known to the recipient, providing the name and
 2256  mailing address of any assignee of or successor to the
 2257  recipient’s interest in the collateral.
 2258         (5) A person who receives a request for an accounting or a
 2259  request regarding a statement of account, claims no interest in
 2260  the obligations when the request is received, and claimed an
 2261  interest in the obligations at an earlier time shall comply with
 2262  the request within 14 days after receipt by sending to the
 2263  debtor a signed an authenticated record:
 2264         (a) Disclaiming any interest in the obligations; and
 2265         (b) If known to the recipient, providing the name and
 2266  mailing address of any assignee of or successor to the
 2267  recipient’s interest in the obligations.
 2268         (6) A debtor is entitled under this section without charge
 2269  to one response to a request for an accounting or a request
 2270  regarding a statement of account for each secured obligation
 2271  during any 6-month period. A debtor in a consumer transaction is
 2272  entitled to a single response to a request regarding a list of
 2273  collateral without charge during any 6-month period. The secured
 2274  party may require payment of a charge not exceeding $25 for each
 2275  additional response to a request for an accounting, a request
 2276  regarding a statement of account, or a request regarding a list
 2277  of collateral for a consumer transaction. To the extent provided
 2278  in a signed an authenticated record, the secured party may
 2279  require the payment of reasonable expenses, including attorney’s
 2280  fees, reasonably incurred in providing a response to a request
 2281  regarding a list of collateral for a transaction other than a
 2282  consumer transaction under this section; otherwise, the secured
 2283  party may not charge more than $25 for each request regarding a
 2284  list of collateral. Excluding a request related to a proposed
 2285  satisfaction of the secured obligation, a secured party is not
 2286  required to respond to more than 12 of each of the permitted
 2287  requests in any 12-month period.
 2288         Section 79. Section 679.3011, Florida Statutes, is amended
 2289  to read:
 2290         679.3011 Law governing perfection and priority of security
 2291  interests.—Except as otherwise provided in ss. 679.1091,
 2292  679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the
 2293  following rules determine the law governing perfection, the
 2294  effect of perfection or nonperfection, and the priority of a
 2295  security interest in collateral:
 2296         (1) Except as otherwise provided in this section, while a
 2297  debtor is located in a jurisdiction, the local law of that
 2298  jurisdiction governs perfection, the effect of perfection or
 2299  nonperfection, and the priority of a security interest in
 2300  collateral.
 2301         (2) While collateral is located in a jurisdiction, the
 2302  local law of that jurisdiction governs perfection, the effect of
 2303  perfection or nonperfection, and the priority of a possessory
 2304  security interest in that collateral.
 2305         (3) Except as otherwise provided in subsections (4) and
 2306  (5), while tangible negotiable documents, goods, instruments, or
 2307  tangible money, or tangible chattel paper is located in a
 2308  jurisdiction, the local law of that jurisdiction governs:
 2309         (a) Perfection of a security interest in the goods by
 2310  filing a fixture filing;
 2311         (b) Perfection of a security interest in timber to be cut;
 2312  and
 2313         (c) The effect of perfection or nonperfection and the
 2314  priority of a nonpossessory security interest in the collateral.
 2315         (4) The local law of the jurisdiction in which the wellhead
 2316  or minehead is located governs perfection, the effect of
 2317  perfection or nonperfection, and the priority of a security
 2318  interest in as-extracted collateral.
 2319         (5) The law of this state governs:
 2320         (a) The perfection of a security interest in goods that are
 2321  or are to become fixtures in this state by the filing of a
 2322  fixture filing.
 2323         (b) The effect of perfection or nonperfection and the
 2324  priority of a security interest in goods that are or are to
 2325  become fixtures in this state.
 2326         Section 80. Subsection (1) of section 679.3041, Florida
 2327  Statutes, is amended to read:
 2328         679.3041 Law governing perfection and priority of security
 2329  interests in deposit accounts.—
 2330         (1) The local law of a bank’s jurisdiction governs
 2331  perfection, the effect of perfection or nonperfection, and the
 2332  priority of a security interest in a deposit account maintained
 2333  with that bank even if the transaction does not bear any
 2334  relation to the bank’s jurisdiction.
 2335         Section 81. Paragraph (e) is added to subsection (1) of
 2336  section 679.3051, Florida Statutes, to read:
 2337         679.3051 Law governing perfection and priority of security
 2338  interests in investment property.—
 2339         (1) Except as otherwise provided in subsection (3), the
 2340  following rules apply:
 2341         (e) Paragraphs (b), (c), and (d) apply even if the
 2342  transaction does not bear any relation to the jurisdiction.
 2343         Section 82. Section 679.3062, Florida Statutes, is created
 2344  to read:
 2345         679.3062 Law governing perfection and priority of security
 2346  interests in chattel paper.—
 2347         (1)Except as provided in subsection (4), if chattel paper
 2348  is evidenced only by an authoritative electronic copy of the
 2349  chattel paper or is evidenced by an authoritative electronic
 2350  copy and an authoritative tangible copy, the local law of the
 2351  chattel paper’s jurisdiction governs perfection, the effect of
 2352  perfection or nonperfection, and the priority of a security
 2353  interest in the chattel paper, even if the transaction does not
 2354  bear any relation to the chattel paper’s jurisdiction.
 2355         (2)The following rules determine the chattel paper’s
 2356  jurisdiction under this section:
 2357         (a)If the authoritative electronic copy of the record
 2358  evidencing chattel paper, or a record attached to or logically
 2359  associated with the electronic copy and readily available for
 2360  review, expressly provides that a particular jurisdiction is the
 2361  chattel paper’s jurisdiction for purposes of s. 679.3061, this
 2362  chapter, or the Uniform Commercial Code, that jurisdiction is
 2363  the chattel paper’s jurisdiction.
 2364         (b)If paragraph (a) does not apply and the rules of the
 2365  system in which the authoritative electronic copy is recorded
 2366  are readily available for review and expressly provide that a
 2367  particular jurisdiction is the chattel paper’s jurisdiction for
 2368  purposes of s. 679.3061, this chapter, or the Uniform Commercial
 2369  Code, that jurisdiction is the chattel paper’s jurisdiction.
 2370         (c)If paragraphs (a) and (b) do not apply and the
 2371  authoritative electronic copy, or a record attached to or
 2372  logically associated with the electronic copy and readily
 2373  available for review, expressly provides that the chattel paper
 2374  is governed by the law of a particular jurisdiction, that
 2375  jurisdiction is the chattel paper’s jurisdiction.
 2376         (d)If paragraphs (a), (b), and (c) do not apply and the
 2377  rules of the system in which the authoritative electronic copy
 2378  is recorded are readily available for review and expressly
 2379  provide that the chattel paper or the system is governed by the
 2380  law of a particular jurisdiction, that jurisdiction is the
 2381  chattel paper’s jurisdiction.
 2382         (e)If paragraphs (a)-(d) do not apply, the chattel paper’s
 2383  jurisdiction is the jurisdiction in which the debtor is located.
 2384         (3)If an authoritative tangible copy of a record evidences
 2385  chattel paper and the chattel paper is not evidenced by an
 2386  authoritative electronic copy, while the authoritative tangible
 2387  copy of the record evidencing chattel paper is located in a
 2388  jurisdiction, the local law of that jurisdiction governs:
 2389         (a)Perfection of a security interest in the chattel paper
 2390  by possession under s. 679.3152; and
 2391         (b)The effect of perfection or nonperfection and the
 2392  priority of a security interest in the chattel paper.
 2393         (4)The local law of the jurisdiction in which the debtor
 2394  is located governs perfection of a security interest in chattel
 2395  paper by filing.
 2396         Section 83. Section 679.3063, Florida Statutes, is created
 2397  to read:
 2398         679.3063 Law governing perfection and priority of security
 2399  interests in controllable accounts, controllable electronic
 2400  records, and controllable payment intangibles.—
 2401         (1)Except as provided in subsection (2), the local law of
 2402  the controllable electronic record’s jurisdiction specified in
 2403  s. 669.107(3) and (4) governs perfection, the effect of
 2404  perfection or nonperfection, and the priority of a security
 2405  interest in a controllable electronic record and a security
 2406  interest in a controllable account or controllable payment
 2407  intangible evidenced by the controllable electronic record.
 2408         (2)The local law of the jurisdiction in which the debtor
 2409  is located governs:
 2410         (a)Perfection of a security interest in a controllable
 2411  account, controllable electronic record, or controllable payment
 2412  intangible by filing; and
 2413         (b)Automatic perfection of a security interest in a
 2414  controllable payment intangible created by a sale of the
 2415  controllable payment intangible.
 2416         Section 84. Subsection (2) of section 679.3101, Florida
 2417  Statutes, is amended, and subsection (1) of that section is
 2418  republished, to read:
 2419         679.3101 When filing required to perfect security interest
 2420  or agricultural lien; security interests and agricultural liens
 2421  to which filing provisions do not apply.—
 2422         (1) Except as otherwise provided in subsection (2) and s.
 2423  679.3121(2), a financing statement must be filed to perfect all
 2424  security interests and agricultural liens.
 2425         (2) The filing of a financing statement is not necessary to
 2426  perfect a security interest:
 2427         (a) That is perfected under s. 679.3081(4), (5), (6), or
 2428  (7);
 2429         (b) That is perfected under s. 679.3091 when it attaches;
 2430         (c) In property subject to a statute, regulation, or treaty
 2431  described in s. 679.3111(1);
 2432         (d) In goods in possession of a bailee which is perfected
 2433  under s. 679.3121(4)(a) or (b);
 2434         (e) In certificated securities, documents, goods, or
 2435  instruments which is perfected without filing, control, or
 2436  possession under s. 679.3121(5), (6), or (7);
 2437         (f) In collateral in the secured party’s possession under
 2438  s. 679.3131;
 2439         (g) In a certificated security which is perfected by
 2440  delivery of the security certificate to the secured party under
 2441  s. 679.3131;
 2442         (h) In controllable accounts, controllable electronic
 2443  records, controllable payment intangibles, deposit accounts,
 2444  electronic chattel paper, electronic documents, investment
 2445  property, or letter-of-credit rights which is perfected by
 2446  control under s. 679.3141(1) s. 679.3141;
 2447         (i) In proceeds which is perfected under s. 679.3151; or
 2448         (j) That is perfected under s. 679.3161.
 2449         Section 85. Section 679.3121, Florida Statutes, is amended
 2450  to read:
 2451         679.3121 Perfection of security interests in chattel paper,
 2452  controllable accounts, controllable electronic records,
 2453  controllable payment intangibles, deposit accounts, documents,
 2454  goods covered by documents, instruments, investment property,
 2455  letter-of-credit rights, and money; perfection by permissive
 2456  filing; temporary perfection without filing or transfer of
 2457  possession.—
 2458         (1) A security interest in chattel paper, controllable
 2459  accounts, controllable electronic records, controllable payment
 2460  intangibles negotiable documents, instruments, or investment
 2461  property, or negotiable documents may be perfected by filing.
 2462         (2) Except as otherwise provided in s. 679.3151(3) and (4)
 2463  for proceeds:
 2464         (a) A security interest in a deposit account may be
 2465  perfected only by control under s. 679.3141.
 2466         (b) And except as otherwise provided in s. 679.3081(4), a
 2467  security interest in a letter-of-credit right may be perfected
 2468  only by control under s. 679.3141.
 2469         (c) A security interest in tangible money may be perfected
 2470  only by the secured party’s taking possession under s. 679.3131.
 2471         (d)A security interest in electronic money may be
 2472  perfected only by control under s. 679.3141.
 2473         (3) While goods are in the possession of a bailee that has
 2474  issued a negotiable document covering the goods:
 2475         (a) A security interest in the goods may be perfected by
 2476  perfecting a security interest in the document; and
 2477         (b) A security interest perfected in the document has
 2478  priority over any security interest that becomes perfected in
 2479  the goods by another method during that time.
 2480         (4) While goods are in the possession of a bailee that has
 2481  issued a nonnegotiable document covering the goods, a security
 2482  interest in the goods may be perfected by:
 2483         (a) Issuance of a document in the name of the secured
 2484  party;
 2485         (b) The bailee’s receipt of notification of the secured
 2486  party’s interest; or
 2487         (c) Filing as to the goods.
 2488         (5) A security interest in certificated securities,
 2489  negotiable documents, or instruments is perfected without filing
 2490  or the taking of possession or control for a period of 20 days
 2491  from the time it attaches to the extent that it arises for new
 2492  value given under a signed an authenticated security agreement.
 2493         (6) A perfected security interest in a negotiable document
 2494  or goods in possession of a bailee, other than one that has
 2495  issued a negotiable document for the goods, remains perfected
 2496  for 20 days without filing if the secured party makes available
 2497  to the debtor the goods or documents representing the goods for
 2498  the purpose of:
 2499         (a) Ultimate sale or exchange; or
 2500         (b) Loading, unloading, storing, shipping, transshipping,
 2501  manufacturing, processing, or otherwise dealing with them in a
 2502  manner preliminary to their sale or exchange.
 2503         (7) A perfected security interest in a certificated
 2504  security or instrument remains perfected for 20 days without
 2505  filing if the secured party delivers the security certificate or
 2506  instrument to the debtor for the purpose of:
 2507         (a) Ultimate sale or exchange; or
 2508         (b) Presentation, collection, enforcement, renewal, or
 2509  registration of transfer.
 2510         (8) After the 20-day period specified in subsection (5),
 2511  subsection (6), or subsection (7) expires, perfection depends
 2512  upon compliance with this chapter.
 2513         Section 86. Subsections (1), (3), and (4) of section
 2514  679.3131, Florida Statutes, are amended to read:
 2515         679.3131 When possession by or delivery to secured party
 2516  perfects security interest without filing.—
 2517         (1) Except as otherwise provided in subsection (2), a
 2518  secured party may perfect a security interest in tangible
 2519  negotiable documents, goods, instruments, negotiable tangible
 2520  documents, or tangible money, or tangible chattel paper by
 2521  taking possession of the collateral. A secured party may perfect
 2522  a security interest in certificated securities by taking
 2523  delivery of the certificated securities under s. 678.3011.
 2524         (3) With respect to collateral other than certificated
 2525  securities and goods covered by a document, a secured party
 2526  takes possession of collateral in the possession of a person
 2527  other than the debtor, the secured party, or a lessee of the
 2528  collateral from the debtor in the ordinary course of the
 2529  debtor’s business, when:
 2530         (a) The person in possession signs authenticates a record
 2531  acknowledging that it holds possession of the collateral for the
 2532  secured party’s benefit; or
 2533         (b) The person takes possession of the collateral after
 2534  having signed authenticated a record acknowledging that the
 2535  person will hold possession of the collateral for the secured
 2536  party’s benefit.
 2537         (4) If perfection of a security interest depends upon
 2538  possession of the collateral by a secured party, perfection
 2539  occurs not no earlier than the time the secured party takes
 2540  possession and continues only while the secured party retains
 2541  possession.
 2542         Section 87. Section 679.3141, Florida Statutes, is amended
 2543  to read:
 2544         679.3141 Perfection by control.—
 2545         (1) A security interest in controllable accounts,
 2546  controllable electronic records, controllable payment
 2547  intangibles, deposit accounts, electronic documents, electronic
 2548  money, investment property, or letter-of-credit rights
 2549  investment property, deposit accounts, letter-of-credit rights,
 2550  electronic chattel paper, or electronic documents may be
 2551  perfected by control of the collateral under s. 677.106, s.
 2552  679.1041, s. 679.1052, s. 679.1053 s. 679.1051, s. 679.1061, or
 2553  s. 679.1071.
 2554         (2) A security interest in controllable accounts,
 2555  controllable electronic records, controllable payment
 2556  intangibles, deposit accounts, electronic documents, electronic
 2557  money, or letter-of-credit rights deposit accounts, electronic
 2558  chattel paper, letter-of-credit rights, or electronic documents
 2559  is perfected by control under s. 677.106, s. 679.1041, s.
 2560  679.1052, s. 679.1053 s. 679.1051, or s. 679.1071 not earlier
 2561  than the time when the secured party obtains control and remains
 2562  perfected by control only while the secured party retains
 2563  control.
 2564         (3) A security interest in investment property is perfected
 2565  by control under s. 679.1061 not earlier than from the time the
 2566  secured party obtains control and remains perfected by control
 2567  until:
 2568         (a) The secured party does not have control; and
 2569         (b) One of the following occurs:
 2570         1. If the collateral is a certificated security, the debtor
 2571  has or acquires possession of the security certificate;
 2572         2. If the collateral is an uncertificated security, the
 2573  issuer has registered or registers the debtor as the registered
 2574  owner; or
 2575         3. If the collateral is a security entitlement, the debtor
 2576  is or becomes the entitlement holder.
 2577         Section 88. Section 679.3152, Florida Statutes, is created
 2578  to read:
 2579         679.3152 Perfection by possession and control of chattel
 2580  paper.—
 2581         (1)A secured party may perfect a security interest in
 2582  chattel paper by taking possession of each authoritative
 2583  tangible copy of the record evidencing the chattel paper and
 2584  obtaining control of each authoritative electronic copy of the
 2585  electronic record evidencing the chattel paper.
 2586         (2)A security interest is perfected under subsection (1)
 2587  not earlier than the time the secured party takes possession and
 2588  obtains control and remains perfected under subsection (1) only
 2589  while the secured party retains possession and control.
 2590         (3)Section 679.3131(3) and (5)-(8) applies to perfection
 2591  by possession of an authoritative tangible copy of a record
 2592  evidencing chattel paper.
 2593         Section 89. Subsections (1) and (6) of section 679.3161,
 2594  Florida Statutes, are amended to read:
 2595         679.3161 Continued perfection of security interest
 2596  following change in governing law.—
 2597         (1) A security interest perfected pursuant to the law of
 2598  the jurisdiction designated in s. 679.3011(1), or s.
 2599  679.3051(3), s. 679.3062(4), or s. 679.3063(2) remains perfected
 2600  until the earliest of:
 2601         (a) The time perfection would have ceased under the law of
 2602  that jurisdiction;
 2603         (b) The expiration of 4 months after a change of the
 2604  debtor’s location to another jurisdiction; or
 2605         (c) The expiration of 1 year after a transfer of collateral
 2606  to a person who thereby becomes a debtor and is located in
 2607  another jurisdiction.
 2608         (6) A security interest in chattel paper, controllable
 2609  accounts, controllable electronic records, controllable payment
 2610  intangibles, deposit accounts, letter-of-credit rights, or
 2611  investment property which is perfected under the law of the
 2612  chattel paper’s jurisdiction, the controllable electronic
 2613  record’s jurisdiction, the bank’s jurisdiction, the issuer’s
 2614  jurisdiction, a nominated person’s jurisdiction, the securities
 2615  intermediary’s jurisdiction, or the commodity intermediary’s
 2616  jurisdiction, as applicable, remains perfected until the earlier
 2617  of:
 2618         (a) The time the security interest would have become
 2619  unperfected under the law of that jurisdiction; or
 2620         (b) The expiration of 4 months after a change of the
 2621  applicable jurisdiction to another jurisdiction.
 2622         Section 90. Subsections (2) and (4) of section 679.3171,
 2623  Florida Statutes, are amended, subsections (8) through (11) are
 2624  added to that section, and subsection (1) of that section is
 2625  republished, to read:
 2626         679.3171 Interests that take priority over or take free of
 2627  security interest or agricultural lien.—
 2628         (1) A security interest or agricultural lien is subordinate
 2629  to the rights of:
 2630         (a) A person entitled to priority under s. 679.322; and
 2631         (b) Except as otherwise provided in subsection (5), a
 2632  person who becomes a lien creditor before the earlier of the
 2633  time:
 2634         1. The security interest or agricultural lien is perfected;
 2635  or
 2636         2. One of the conditions specified in s. 679.2031(2)(c) is
 2637  met and a financing statement covering the collateral is filed.
 2638         (2) Except as otherwise provided in subsection (5), a
 2639  buyer, other than a secured party, of tangible chattel paper,
 2640  tangible documents, goods, instruments, tangible documents, or a
 2641  certificated security takes free of a security interest or
 2642  agricultural lien if the buyer gives value and receives delivery
 2643  of the collateral without knowledge of the security interest or
 2644  agricultural lien and before it is perfected.
 2645         (4) Subject to subsections (6), (7), and (8), a licensee of
 2646  a general intangible or a buyer, other than a secured party, of
 2647  collateral other than electronic money tangible chattel paper,
 2648  tangible documents, goods, instruments, tangible documents, or a
 2649  certificated security takes free of a security interest if the
 2650  licensee or buyer gives value without knowledge of the security
 2651  interest and before it is perfected.
 2652         (8)A buyer, other than a secured party, of chattel paper
 2653  takes free of a security interest if, without knowledge of the
 2654  security interest and before it is perfected, the buyer gives
 2655  value and:
 2656         (a)Receives delivery of each authoritative tangible copy
 2657  of the record evidencing the chattel paper; and
 2658         (b)If each authoritative electronic copy of the record
 2659  evidencing the chattel paper can be subjected to control under
 2660  s. 679.1052, obtains control of each authoritative electronic
 2661  copy.
 2662         (9)A buyer of an electronic document takes free of a
 2663  security interest if, without knowledge of the security interest
 2664  and before it is perfected, the buyer gives value and, if each
 2665  authoritative electronic copy of the document can be subjected
 2666  to control under s. 677.106, obtains control of each
 2667  authoritative electronic copy.
 2668         (10)A buyer of a controllable electronic record takes free
 2669  of a security interest if, without knowledge of the security
 2670  interest and before it is perfected, the buyer gives value and
 2671  obtains control of the controllable electronic record.
 2672         (11)A buyer, other than a secured party, of a controllable
 2673  account or a controllable payment intangible takes free of a
 2674  security interest if, without knowledge of the security interest
 2675  and before it is perfected, the buyer gives value and obtains
 2676  control of the controllable account or controllable payment
 2677  intangible.
 2678         Section 91. Subsections (4) and (6) of section 679.323,
 2679  Florida Statutes, are amended, and subsection (1) of that
 2680  section is republished, to read:
 2681         679.323 Future advances.—
 2682         (1) Except as otherwise provided in subsection (3), for
 2683  purposes of determining the priority of a perfected security
 2684  interest under s. 679.322(1)(a), perfection of the security
 2685  interest dates from the time an advance is made to the extent
 2686  that the security interest secures an advance that:
 2687         (a) Is made while the security interest is perfected only:
 2688         1. Under s. 679.3091 when it attaches; or
 2689         2. Temporarily under s. 679.3121(5), (6), or (7); and
 2690         (b) Is not made pursuant to a commitment entered into
 2691  before or while the security interest is perfected by a method
 2692  other than under s. 679.3091 or s. 679.3121(5), (6), or (7).
 2693         (4) Except as otherwise provided in subsection (5), a buyer
 2694  of goods other than a buyer in ordinary course of business takes
 2695  free of a security interest to the extent that it secures
 2696  advances made after the earlier of:
 2697         (a) The time the secured party acquires knowledge of the
 2698  buyer’s purchase; or
 2699         (b) Forty-five days after the purchase.
 2700         (6) Except as otherwise provided in subsection (7), a
 2701  lessee of goods, other than a lessee in ordinary course of
 2702  business, takes the leasehold interest free of a security
 2703  interest to the extent that it secures advances made after the
 2704  earlier of:
 2705         (a) The time the secured party acquires knowledge of the
 2706  lease; or
 2707         (b) Forty-five days after the lease contract becomes
 2708  enforceable.
 2709         Section 92. Subsections (2) and (4) of section 679.324,
 2710  Florida Statutes, are amended to read:
 2711         679.324 Priority of purchase-money security interests.—
 2712         (2) Subject to subsection (3) and except as otherwise
 2713  provided in subsection (7), a perfected purchase-money security
 2714  interest in inventory has priority over a conflicting security
 2715  interest in the same inventory, has priority over a conflicting
 2716  security interest in chattel paper or an instrument constituting
 2717  proceeds of the inventory and in proceeds of the chattel paper,
 2718  if so provided in s. 679.330, and, except as otherwise provided
 2719  in s. 679.327, also has priority in identifiable cash proceeds
 2720  of the inventory to the extent the identifiable cash proceeds
 2721  are received on or before the delivery of the inventory to a
 2722  buyer, if:
 2723         (a) The purchase-money security interest is perfected when
 2724  the debtor receives possession of the inventory;
 2725         (b) The purchase-money secured party sends a signed an
 2726  authenticated notification to the holder of the conflicting
 2727  security interest;
 2728         (c) The holder of the conflicting security interest
 2729  receives the notification within 5 years before the debtor
 2730  receives possession of the inventory; and
 2731         (d) The notification states that the person sending the
 2732  notification has or expects to acquire a purchase-money security
 2733  interest in inventory of the debtor and describes the inventory.
 2734         (4) Subject to subsection (5) and except as otherwise
 2735  provided in subsection (7), a perfected purchase-money security
 2736  interest in livestock that are farm products has priority over a
 2737  conflicting security interest in the same livestock, and, except
 2738  as otherwise provided in s. 679.327, a perfected security
 2739  interest in their identifiable proceeds and identifiable
 2740  products in their unmanufactured states also has priority, if:
 2741         (a) The purchase-money security interest is perfected when
 2742  the debtor receives possession of the livestock;
 2743         (b) The purchase-money secured party sends a signed an
 2744  authenticated notification to the holder of the conflicting
 2745  security interest;
 2746         (c) The holder of the conflicting security interest
 2747  receives the notification within 6 months before the debtor
 2748  receives possession of the livestock; and
 2749         (d) The notification states that the person sending the
 2750  notification has or expects to acquire a purchase-money security
 2751  interest in livestock of the debtor and describes the livestock.
 2752         Section 93. Section 679.3251, Florida Statutes, is created
 2753  to read:
 2754         679.3251 Priority of security interest in controllable
 2755  account, controllable electronic record, and controllable
 2756  payment intangible.—A security interest in a controllable
 2757  account, controllable electronic record, or controllable payment
 2758  intangible held by a secured party having control of the
 2759  account, electronic record, or payment intangible has priority
 2760  over a conflicting security interest held by a secured party
 2761  that does not have control.
 2762         Section 94. Subsections (1), (2), and (6) of section
 2763  679.330, Florida Statutes, are amended, and subsection (4) of
 2764  that section is republished, to read:
 2765         679.330 Priority of purchaser of chattel paper or
 2766  instrument.—
 2767         (1) A purchaser of chattel paper has priority over a
 2768  security interest in the chattel paper which is claimed merely
 2769  as proceeds of inventory subject to a security interest if:
 2770         (a) In good faith and in the ordinary course of the
 2771  purchaser’s business, the purchaser gives new value, and takes
 2772  possession of each authoritative tangible copy of the record
 2773  evidencing the chattel paper, and or obtains control under s.
 2774  679.1051 of each authoritative electronic copy of the record
 2775  evidencing chattel paper under s. 679.1051; and
 2776         (b) The authoritative copies of the record evidencing the
 2777  chattel paper do does not indicate that the chattel paper it has
 2778  been assigned to an identified assignee other than the
 2779  purchaser.
 2780         (2) A purchaser of chattel paper has priority over a
 2781  security interest in the chattel paper which is claimed other
 2782  than merely as proceeds of inventory subject to a security
 2783  interest if the purchaser gives new value, and takes possession
 2784  of each authoritative copy of the record evidencing the chattel
 2785  paper, and or obtains control under s. 679.1051 of each
 2786  authoritative electronic copy of the record evidencing the
 2787  chattel paper under s. 679.1051 in good faith, in the ordinary
 2788  course of the purchaser’s business, and without knowledge that
 2789  the purchase violates the rights of the secured party.
 2790         (4) Except as otherwise provided in s. 679.331(1), a
 2791  purchaser of an instrument has priority over a security interest
 2792  in the instrument perfected by a method other than possession if
 2793  the purchaser gives value and takes possession of the instrument
 2794  in good faith and without knowledge that the purchase violates
 2795  the rights of the secured party.
 2796         (6) For purposes of subsections (2) and (4), if the
 2797  authoritative copies of the record evidencing chattel paper or
 2798  an instrument indicate indicates that the chattel paper or
 2799  instrument it has been assigned to an identified secured party
 2800  other than the purchaser, a purchaser of the chattel paper or
 2801  instrument has knowledge that the purchase violates the rights
 2802  of the secured party.
 2803         Section 95. Section 679.331, Florida Statutes, is amended
 2804  to read:
 2805         679.331 Priority of rights of purchasers of controllable
 2806  accounts, controllable electronic records, controllable payment
 2807  intangibles instruments, documents, instruments, and securities
 2808  under other articles; priority of interests in financial assets
 2809  and security entitlements and protection against assertion of
 2810  claim under chapters 669 and chapter 678.—
 2811         (1) This chapter does not limit the rights of a holder in
 2812  due course of a negotiable instrument, a holder to which a
 2813  negotiable document of title has been duly negotiated, or a
 2814  protected purchaser of a security, or a qualifying purchase of a
 2815  controllable account, controllable electronic record, or
 2816  controllable payment intangible. These holders or purchasers
 2817  take priority over an earlier security interest, even if
 2818  perfected, to the extent provided in chapters 669, 673, 677, and
 2819  678.
 2820         (2) This chapter does not limit the rights of or impose
 2821  liability on a person to the extent that the person is protected
 2822  against the assertion of an adverse claim under chapter 669 or
 2823  chapter 678.
 2824         (3) Filing under this chapter does not constitute notice of
 2825  a claim or defense to the holders, purchasers, or persons
 2826  described in subsections (1) and (2).
 2827         Section 96. Section 679.332, Florida Statutes, is amended
 2828  to read:
 2829         679.332 Transfer of money; transfer of funds from deposit
 2830  account; transfer of electronic money.—
 2831         (1) A transferee of tangible money takes the money free of
 2832  a security interest if the transferee receives possession of the
 2833  money without acting unless the transferee acts in collusion
 2834  with the debtor in violating the rights of the secured party.
 2835         (2) A transferee of funds from a deposit account takes the
 2836  funds free of a security interest in the deposit account if the
 2837  transferee receives the funds without acting unless the
 2838  transferee acts in collusion with the debtor in violating the
 2839  rights of the secured party.
 2840         (3)A transferee of electronic money takes the money free
 2841  of a security interest if the transferee obtains control of the
 2842  money without acting in collusion with the debtor in violating
 2843  the rights of the secured party.
 2844         Section 97. Section 679.341, Florida Statutes, is amended
 2845  to read:
 2846         679.341 Bank’s rights and duties with respect to deposit
 2847  account.—Except as otherwise provided in s. 679.340(3), and
 2848  unless the bank otherwise agrees in a signed an authenticated
 2849  record, a bank’s rights and duties with respect to a deposit
 2850  account maintained with the bank are not terminated, suspended,
 2851  or modified by:
 2852         (1) The creation, attachment, or perfection of a security
 2853  interest in the deposit account;
 2854         (2) The bank’s knowledge of the security interest; or
 2855         (3) The bank’s receipt of instructions from the secured
 2856  party.
 2857         Section 98. Subsection (1) of section 679.4041, Florida
 2858  Statutes, is amended to read:
 2859         679.4041 Rights acquired by assignee; claims and defenses
 2860  against assignee.—
 2861         (1) Unless an account debtor has made an enforceable
 2862  agreement not to assert defenses or claims, and subject to
 2863  subsections (2)-(5) (2) through (5), the rights of an assignee
 2864  are subject to:
 2865         (a) All terms of the agreement between the account debtor
 2866  and assignor and any defense or claim in recoupment arising from
 2867  the transaction that gave rise to the contract; and
 2868         (b) Any other defense or claim of the account debtor
 2869  against the assignor which accrues before the account debtor
 2870  receives a notification of the assignment signed authenticated
 2871  by the assignor or the assignee.
 2872         Section 99. Subsections (1) through (4) and (7) of section
 2873  679.4061, Florida Statutes, are amended, and subsection (13) is
 2874  added to that section, to read:
 2875         679.4061 Discharge of account debtor; notification of
 2876  assignment; identification and proof of assignment; restrictions
 2877  on assignment of accounts, chattel paper, payment intangibles,
 2878  and promissory notes ineffective.—
 2879         (1) Subject to subsections (2)-(9) (2) through (9) and
 2880  (13), an account debtor on an account, chattel paper, or a
 2881  payment intangible may discharge its obligation by paying the
 2882  assignor until, but not after, the account debtor receives a
 2883  notification, signed authenticated by the assignor or the
 2884  assignee, that the amount due or to become due has been assigned
 2885  and that payment is to be made to the assignee. After receipt of
 2886  the notification, the account debtor may discharge its
 2887  obligation by paying the assignee and may not discharge the
 2888  obligation by paying the assignor.
 2889         (2) Subject to subsections (8) and (13) subsection (8),
 2890  notification is ineffective under subsection (1):
 2891         (a) If it does not reasonably identify the rights assigned;
 2892         (b) To the extent that an agreement between an account
 2893  debtor and a seller of a payment intangible limits the account
 2894  debtor’s duty to pay a person other than the seller and the
 2895  limitation is effective under law other than this chapter; or
 2896         (c) At the option of an account debtor, if the notification
 2897  notifies the account debtor to make less than the full amount of
 2898  any installment or other periodic payment to the assignee, even
 2899  if:
 2900         1. Only a portion of the account, chattel paper, or payment
 2901  intangible has been assigned to that assignee;
 2902         2. A portion has been assigned to another assignee; or
 2903         3. The account debtor knows that the assignment to that
 2904  assignee is limited.
 2905         (3) Subject to subsections (8) and (13) subsection (8), if
 2906  requested by the account debtor, an assignee shall seasonably
 2907  furnish reasonable proof that the assignment has been made.
 2908  Unless the assignee complies, the account debtor may discharge
 2909  its obligation by paying the assignor, even if the account
 2910  debtor has received a notification under subsection (1).
 2911         (4) For the purposes of this subsection, the term
 2912  “promissory note” includes a negotiable instrument that
 2913  evidences chattel paper. Except as otherwise provided in
 2914  subsections (5) and (12) and ss. 680.303 and 679.4071, and
 2915  subject to subsection (8), a term in an agreement between an
 2916  account debtor and an assignor or in a promissory note is
 2917  ineffective to the extent that it:
 2918         (a) Prohibits, restricts, or requires the consent of the
 2919  account debtor or person obligated on the promissory note to the
 2920  assignment or transfer of, or the creation, attachment,
 2921  perfection, or enforcement of a security interest in, the
 2922  account, chattel paper, payment intangible, or promissory note;
 2923  or
 2924         (b) Provides that the assignment or transfer or the
 2925  creation, attachment, perfection, or enforcement of the security
 2926  interest may give rise to a default, breach, right of
 2927  recoupment, claim, defense, termination, right of termination,
 2928  or remedy under the account, chattel paper, payment intangible,
 2929  or promissory note.
 2930         (7) Subject to subsections (8) and (13) subsection (8), an
 2931  account debtor may not waive or vary its option under paragraph
 2932  (2)(c).
 2933         (13)Subsections (1), (2), (3), and (7) do not apply to a
 2934  controllable account or controllable payment intangible.
 2935         Section 100. Subsection (9) is added to section 679.4081,
 2936  Florida Statutes, to read:
 2937         679.4081 Restrictions on assignment of promissory notes,
 2938  health-care-insurance receivables, and certain general
 2939  intangibles ineffective.—
 2940         (9) For the purposes of this section, the term “promissory
 2941  note” includes a negotiable instrument that evidences chattel
 2942  paper.
 2943         Section 101. Subsections (1) and (2) of section 679.509,
 2944  Florida Statutes, are amended to read:
 2945         679.509 Persons entitled to file a record.—
 2946         (1) A person may file an initial financing statement,
 2947  amendment that adds collateral covered by a financing statement,
 2948  or amendment that adds a debtor to a financing statement only
 2949  if:
 2950         (a) The debtor authorizes the filing in a signed an
 2951  authenticated record or pursuant to subsection (2) or subsection
 2952  (3); or
 2953         (b) The person holds an agricultural lien that has become
 2954  effective at the time of filing and the financing statement
 2955  covers only collateral in which the person holds an agricultural
 2956  lien.
 2957         (2) By signing authenticating or becoming bound as a debtor
 2958  by a security agreement, a debtor or new debtor authorizes the
 2959  filing of an initial financing statement, and an amendment,
 2960  covering:
 2961         (a) The collateral described in the security agreement; and
 2962         (b) Property that becomes collateral under s.
 2963  679.3151(1)(b), whether or not the security agreement expressly
 2964  covers proceeds.
 2965         Section 102. Subsections (2) and (3) of section 679.513,
 2966  Florida Statutes, are amended to read:
 2967         679.513 Termination statement.—
 2968         (2) To comply with subsection (1), a secured party shall
 2969  cause the secured party of record to file the termination
 2970  statement:
 2971         (a) Within 1 month after there is no obligation secured by
 2972  the collateral covered by the financing statement and no
 2973  commitment to make an advance, incur an obligation, or otherwise
 2974  give value; or
 2975         (b) If earlier, within 20 days after the secured party
 2976  receives a signed an authenticated demand from a debtor.
 2977         (3) In cases not governed by subsection (1), within 20 days
 2978  after a secured party receives a signed an authenticated demand
 2979  from a debtor, the secured party shall cause the secured party
 2980  of record for a financing statement to send to the debtor a
 2981  termination statement for the financing statement or file the
 2982  termination statement in the filing office if:
 2983         (a) Except in the case of a financing statement covering
 2984  accounts or chattel paper that has been sold or goods that are
 2985  the subject of a consignment, there is no obligation secured by
 2986  the collateral covered by the financing statement and no
 2987  commitment to make an advance, incur an obligation, or otherwise
 2988  give value;
 2989         (b) The financing statement covers accounts or chattel
 2990  paper that has been sold but as to which the account debtor or
 2991  other person obligated has discharged its obligation;
 2992         (c) The financing statement covers goods that were the
 2993  subject of a consignment to the debtor but are not in the
 2994  debtor’s possession; or
 2995         (d) The debtor did not authorize the filing of the initial
 2996  financing statement.
 2997         Section 103. Subsection (2) of section 679.601, Florida
 2998  Statutes, is amended, and subsection (4) of that section is
 2999  republished, to read:
 3000         679.601 Rights after default; judicial enforcement;
 3001  consignor or buyer of accounts, chattel paper, payment
 3002  intangibles, or promissory notes.—
 3003         (2) A secured party in possession of collateral or control
 3004  of collateral under s. 679.1041, s. 679.1051, s. 679.1052, s.
 3005  679.1053, s. 679.1061, or s. 679.1071 has the rights and duties
 3006  provided in s. 679.2071.
 3007         (4) Except as otherwise provided in subsection (7) and s.
 3008  679.605, after default, a debtor and an obligor have the rights
 3009  provided in this part and by agreement of the parties.
 3010         Section 104. Subsection (4) of section 679.604, Florida
 3011  Statutes, is amended to read:
 3012         679.604 Procedure if security agreement covers real
 3013  property or fixtures.—
 3014         (4) A secured party that removes collateral shall promptly
 3015  reimburse any encumbrancer or owner of the real property, other
 3016  than the debtor, for the cost of repair of any physical injury
 3017  caused by the removal. The secured party need not reimburse the
 3018  encumbrancer or owner for any diminution in value of the real
 3019  property caused by the absence of the goods removed or by any
 3020  necessity of replacing them. A person entitled to reimbursement
 3021  may refuse permission to remove until the secured party gives
 3022  adequate assurance for the performance of the obligation to
 3023  reimburse. This subsection does not prohibit a secured party and
 3024  the person entitled to reimbursement from entering into a signed
 3025  an authenticated record providing for the removal of fixtures
 3026  and reimbursement for any damage caused thereby.
 3027         Section 105. Section 679.605, Florida Statutes, is amended
 3028  to read:
 3029         679.605 Unknown debtor or secondary obligor.—
 3030         (1)Except as provided in subsection (2), a secured party
 3031  does not owe a duty based on its status as secured party:
 3032         (a)(1) To a person who is a debtor or obligor, unless the
 3033  secured party knows:
 3034         1.(a) That the person is a debtor or obligor;
 3035         2.(b) The identity of the person; and
 3036         3.(c) How to communicate with the person; or
 3037         (b)(2) To a secured party or lienholder that has filed a
 3038  financing statement against a person, unless the secured party
 3039  knows:
 3040         1.(a) That the person is a debtor; and
 3041         2.(b) The identity of the person.
 3042         (2)A secured party owes a duty based on its status as a
 3043  secured party to a person if, at the time the secured party
 3044  obtains control of collateral that is a controllable account,
 3045  controllable electronic record, or controllable payment
 3046  intangible or at the time the security interest attaches to the
 3047  collateral, whichever is later:
 3048         (a)The person is a debtor or obligor; and
 3049         (b)The secured party knows that the information relating
 3050  to the person in subparagraph (1)(a)1., subparagraph (1)(a)2.,
 3051  or subparagraph (1)(a)3. is not provided by the collateral, a
 3052  record attached to or logically associated with the collateral,
 3053  or the system in which the collateral is recorded.
 3054         Section 106. Paragraph (a) of subsection (1) and subsection
 3055  (3) of section 679.608, Florida Statutes, are amended to read:
 3056         679.608 Application of proceeds of collection or
 3057  enforcement; liability for deficiency and right to surplus.—
 3058         (1) If a security interest or agricultural lien secures
 3059  payment or performance of an obligation, the following rules
 3060  apply:
 3061         (a) A secured party shall apply or pay over for application
 3062  the cash proceeds of collection or enforcement under s. 679.607
 3063  in the following order to:
 3064         1. The reasonable expenses of collection and enforcement
 3065  and, to the extent provided for by agreement and not prohibited
 3066  by law, reasonable attorney’s fees and legal expenses incurred
 3067  by the secured party;
 3068         2. The satisfaction of obligations secured by the security
 3069  interest or agricultural lien under which the collection or
 3070  enforcement is made; and
 3071         3. The satisfaction of obligations secured by any
 3072  subordinate security interest in or other lien on the collateral
 3073  subject to the security interest or agricultural lien under
 3074  which the collection or enforcement is made if the secured party
 3075  receives a signed an authenticated demand for proceeds before
 3076  distribution of the proceeds is completed.
 3077         (3) If the secured party in good faith cannot determine the
 3078  validity, extent, or priority of a subordinate security interest
 3079  or other lien or there are conflicting claims of subordinate
 3080  interests or liens, the secured party may commence an
 3081  interpleader action with respect to remaining proceeds in excess
 3082  of $2,500 in the circuit or county court, as applicable based
 3083  upon the amount to be deposited, where the collateral was
 3084  located or collected or in the county where the debtor has its
 3085  chief executive office or principal residence in this state, as
 3086  applicable. If authorized in a signed an authenticated record,
 3087  the interpleading secured party is entitled to be paid from the
 3088  remaining proceeds the actual costs of the filing fee and an
 3089  attorney attorney’s fee in the amount of $250 incurred in
 3090  connection with filing the interpleader action and obtaining an
 3091  order approving the interpleader of funds. The debtor in a
 3092  consumer transaction may not be assessed for the reasonable
 3093  attorney attorney’s fees and costs incurred in the interpleader
 3094  action by the holders of subordinate security interests or other
 3095  liens based upon disputes among said holders, and a debtor in a
 3096  transaction other than a consumer transaction may only recover
 3097  such fees and costs to the extent provided for in a signed an
 3098  authenticated record. If authorized in a signed an authenticated
 3099  record, the court in the interpleader action may award
 3100  reasonable attorney attorney’s fees and costs to the prevailing
 3101  party in a dispute between the debtor and a holder of a security
 3102  interest or lien which claims an interest in the remaining
 3103  interplead proceeds, but only if the debtor challenges the
 3104  validity, priority, or extent of said security interest or lien.
 3105  Except as provided in this subsection, a debtor may not be
 3106  assessed reasonable attorney attorney’s fees and costs incurred
 3107  by any party in an interpleader action commenced under this
 3108  section.
 3109         Section 107. Subsections (1), (2), (3), (5), and (6) of
 3110  section 679.611, Florida Statutes, are amended to read:
 3111         679.611 Notification before disposition of collateral.—
 3112         (1) In this section, the term “notification date” means the
 3113  earlier of the date on which:
 3114         (a) A secured party sends to the debtor and any secondary
 3115  obligor a signed an authenticated notification of disposition;
 3116  or
 3117         (b) The debtor and any secondary obligor waive the right to
 3118  notification.
 3119         (2) Except as otherwise provided in subsection (4), a
 3120  secured party that disposes of collateral under s. 679.610 shall
 3121  send to the persons specified in subsection (3) a reasonable
 3122  signed authenticated notification of disposition.
 3123         (3) To comply with subsection (2), the secured party shall
 3124  send a signed an authenticated notification of disposition to:
 3125         (a) The debtor;
 3126         (b) Any secondary obligor; and
 3127         (c) If the collateral is other than consumer goods:
 3128         1. Any other person from whom the secured party has
 3129  received, before the notification date, a signed an
 3130  authenticated notification of a claim of an interest in the
 3131  collateral;
 3132         2. Any other secured party or lienholder that, 10 days
 3133  before the notification date, held a security interest in or
 3134  other lien on the collateral perfected by the filing of a
 3135  financing statement that:
 3136         a. Identified the collateral;
 3137         b. Was indexed under the debtor’s name as of that date; and
 3138         c. Was filed in the office in which to file a financing
 3139  statement against the debtor covering the collateral as of that
 3140  date; and
 3141         3. Any other secured party that, 10 days before the
 3142  notification date, held a security interest in the collateral
 3143  perfected by compliance with a statute, regulation, or treaty
 3144  described in s. 679.3111(1).
 3145         (5) A secured party complies with the requirement for
 3146  notification prescribed by subparagraph (3)(c)2. if:
 3147         (a) Not later than 20 days or earlier than 30 days before
 3148  the notification date, the secured party requests, in a
 3149  commercially reasonable manner, information concerning financing
 3150  statements indexed under the debtor’s name in the office
 3151  indicated in subparagraph (3)(c)2.; and
 3152         (b) Before the notification date, the secured party:
 3153         1. Did not receive a response to the request for
 3154  information; or
 3155         2. Received a response to the request for information and
 3156  sent a signed an authenticated notification of disposition to
 3157  each secured party or other lienholder named in that response
 3158  whose financing statement covered the collateral.
 3159         (6) For purposes of subsection (3), the secured party may
 3160  send the signed authenticated notification as follows:
 3161         (a) If the collateral is other than consumer goods, to the
 3162  debtor at the address in the financing statement, unless the
 3163  secured party has received a signed an authenticated record from
 3164  the debtor notifying the secured party of a different address
 3165  for such notification purposes or the secured party has actual
 3166  knowledge of the address of the debtor’s chief executive office
 3167  or principal residence, as applicable, at the time the
 3168  notification is sent;
 3169         (b) If the collateral is other than consumer goods, to any
 3170  secondary obligor at the address, if any, in the signed
 3171  authenticated agreement, unless the secured party has received a
 3172  signed an authenticated record from the secondary obligor
 3173  notifying the secured party of a different address for such
 3174  notification purposes or the secured party has actual knowledge
 3175  of the address of the secondary obligor’s chief executive office
 3176  or principal residence, as applicable, at the time the
 3177  notification is sent; and
 3178         (c) If the collateral is other than consumer goods:
 3179         1. To the person described in subparagraph (3)(c)1., at the
 3180  address stated in the notification;
 3181         2. To the person described in subparagraph (3)(c)2., at the
 3182  address stated in the financing statement;
 3183         3. To the person described in subparagraph (3)(c)3., at the
 3184  address stated in the official records of the recording or
 3185  registration agency.
 3186         Section 108. Subsection (5) of section 679.613, Florida
 3187  Statutes, is amended to read:
 3188         679.613 Contents and form of notification before
 3189  disposition of collateral; general.—Except in a consumer-goods
 3190  transaction, the following rules apply:
 3191         (5)(a) The following form of notification and the form
 3192  appearing in s. 679.614(3)(a) s. 679.614(3), when completed in
 3193  accordance with the instructions in paragraph (b), each provides
 3194  sufficient information:
 3195  
 3196                     NOTIFICATION OF DISPOSITION                   
 3197                            OF COLLATERAL                          
 3198  
 3199  To:...(Name of debtor, obligor, or other person to which the
 3200  notification is sent)...
 3201  From:...(Name, address, and telephone number of secured
 3202  party)...
 3203         Item 1. Name of any debtor that is not an addressee
 3204  Debtor(s):...(Name of each debtor Include only if debtor(s) are
 3205  not an addressee)...
 3206  [For a public disposition:]
 3207         Item 2. We will sell [or lease or license, as applicable]
 3208  the ...(describe collateral)...to the highest qualified bidder
 3209  at public sale. A sale could include a lease or a license. The
 3210  sale will be held in public as follows:
 3211  Day and Date:
 3212  Time:
 3213  Place:
 3214  [For a private disposition:]
 3215         Item 3. We will sell [or lease or license, as applicable]
 3216  the ...(describe collateral)... at a private sale privately
 3217  sometime after ...(day and date).... A sale could include a
 3218  lease or a license.
 3219         Item 4. You are entitled to an accounting of the unpaid
 3220  indebtedness secured by the property that we intend to sell or,
 3221  as applicable, [or lease or license.
 3222         Item 5. If you request an accounting, you must pay, as
 3223  applicable] for a charge of $.....
 3224         Item 6. You may request an accounting by calling us at
 3225  ...(telephone number)....
 3226         (b)The following instructions apply to the form set forth
 3227  in paragraph (a):
 3228         1.Do not include the item numbers in the notification, as
 3229  they are used only for the purpose of clarification.
 3230         2.Include and complete Item 1 only if there is a debtor
 3231  that is not an addressee of the notification and list the name
 3232  or names.
 3233         3.Include and complete either Item 2, if the notification
 3234  relates to a public disposition of the collateral, or Item 3, if
 3235  the notification relates to a private disposition of the
 3236  collateral. If Item 2 is completed, include the words “to the
 3237  highest qualified bidder” only if applicable.
 3238         4.Include and complete Items 4 and 6.
 3239         5.Include and complete Item 5 only if the sender will
 3240  charge the recipient for an accounting.
 3241         Section 109. Subsection (3) of section 679.614, Florida
 3242  Statutes, is amended to read:
 3243         679.614 Contents and form of notification before
 3244  disposition of collateral; consumer-goods transaction.—In a
 3245  consumer-goods transaction, the following rules apply:
 3246         (3)(a) The following form of notification, when completed
 3247  in accordance with the instructions set forth in paragraph (b),
 3248  provides sufficient information:
 3249  
 3250  ...(Name and address of secured party)...
 3251  ...(Date)...
 3252  
 3253                 NOTICE OF OUR PLAN TO SELL PROPERTY               
 3254  
 3255  ...(Name and address of any obligor who is also a debtor)...
 3256  Subject:...(Identify Identification of Transaction)...
 3257         We have your ...(describe collateral)..., because you broke
 3258  promises in our agreement.
 3259         [For a public disposition:]
 3260         Item 1. We will sell ...(describe collateral)... at public
 3261  sale. A sale could include a lease or license. The sale will be
 3262  held as follows:
 3263         Date:
 3264         Time:
 3265         Place:
 3266  
 3267         You may attend the sale and bring bidders if you want.
 3268         [For a private disposition:]
 3269         Item 2. We will sell ...(describe collateral)... at private
 3270  sale sometime after ...(date).... A sale could include a lease
 3271  or license.
 3272         Item 3. The money that we get from the sale (after paying
 3273  our costs) will reduce the amount you owe. If we get less money
 3274  than you owe, you ...(will or will not, as applicable)... still
 3275  owe us the difference. If we get more money than you owe, you
 3276  will get the extra money, unless we must pay it to someone else.
 3277         Item 4. You can get the property back at any time before we
 3278  sell it by paying us the full amount you owe, (not just the past
 3279  due payments), including our expenses. To learn the exact amount
 3280  you must pay, call us at ...(telephone number)....
 3281         Item 5. If you want us to explain to you ...(in writing or
 3282  in description of electronic record)... how we have figured the
 3283  amount that you owe us, Item 6. you may call us at ...(telephone
 3284  number)..., or write us at ...(secured party’s address)..., or
 3285  contact us by ...(description of electronic communication
 3286  method)... Item 7. and request a written explanation, an
 3287  explanation in ...(description of electronic record)....
 3288         Item 8. We will charge you $.... for the explanation if we
 3289  sent you another written explanation of the amount you owe us
 3290  within the last 6 months.
 3291         Item 9. If you need more information about the sale, call
 3292  us at ...(telephone number)..., or write us at ...(secured
 3293  party’s address)..., or contact us by ...(description of
 3294  electronic communication method)....
 3295         Item 10. We are sending this notice to the following other
 3296  people who have an interest in ...(describe collateral)... or
 3297  who owe money under your agreement:
 3298         ...(Names of all other debtors and obligors, if any)...
 3299         (b)The following instructions apply to the form of
 3300  notification in paragraph (a):
 3301         1.The instructions in this paragraph refer to the numbers
 3302  before items in the form of notification in paragraph (a). Do
 3303  not include the numbers in the notification. The numbers are
 3304  used only for the purpose of these instructions.
 3305         2.Include and complete either Item 1, if the notification
 3306  relates to a public disposition of the collateral, or Item 2, if
 3307  the notification relates to a private disposition of the
 3308  collateral.
 3309         3.Include and complete Items 3, 4, 5, 6, and 7.
 3310         4.In Item 5, include and complete any one of the three
 3311  alternative methods for the explanation identified in paragraph
 3312  (a).
 3313         5.In Item 6, include the telephone number. In addition,
 3314  the sender may include and complete either or both of the two
 3315  additional alternative methods of communication identified in
 3316  paragraph (a) for the recipient of the notification to
 3317  communicate with the sender. Neither of the two additional
 3318  methods of communication is required to be included.
 3319         6.In Item 7, include and complete the method or methods
 3320  for the explanation—writing, writing or electronic record, or
 3321  electronic record—included in Item 5.
 3322         7.Include and complete Item 8 only if a written
 3323  explanation is included in Item 5 as a method for communicating
 3324  the explanation and the sender will charge the recipient for
 3325  another written explanation.
 3326         8.In Item 9, include either the telephone number or the
 3327  address, or both. In addition, the sender may include and
 3328  complete the additional method of communication identified in
 3329  paragraph (a) for the recipient of the notification to
 3330  communicate with the sender. The additional method of electronic
 3331  communication is not required to be included.
 3332         9.If Item 10 does not apply, insert “None” after
 3333  “agreement:.
 3334         Section 110. Subsection (1) of section 679.615, Florida
 3335  Statutes, is amended to read:
 3336         679.615 Application of proceeds of disposition; liability
 3337  for deficiency and right to surplus.—
 3338         (1) A secured party shall apply or pay over for application
 3339  the cash proceeds of disposition under s. 679.610 in the
 3340  following order to:
 3341         (a) The reasonable expenses of retaking, holding, preparing
 3342  for disposition, processing, and disposing, and, to the extent
 3343  provided for by agreement and not prohibited by law, reasonable
 3344  attorney’s fees and legal expenses incurred by the secured
 3345  party;
 3346         (b) The satisfaction of obligations secured by the security
 3347  interest or agricultural lien under which the disposition is
 3348  made;
 3349         (c) The satisfaction of obligations secured by any
 3350  subordinate security interest in or other subordinate lien on
 3351  the collateral if:
 3352         1. The secured party receives from the holder of the
 3353  subordinate security interest or other lien a signed an
 3354  authenticated demand for proceeds before distribution of the
 3355  proceeds is completed; and
 3356         2. In a case in which a consignor has an interest in the
 3357  collateral, the subordinate security interest or other lien is
 3358  senior to the interest of the consignor; and
 3359         (d) A secured party that is a consignor of the collateral
 3360  if the secured party receives from the consignor a signed an
 3361  authenticated demand for proceeds before distribution of the
 3362  proceeds is completed.
 3363         Section 111. Subsections (1), (2), and (3) of section
 3364  679.616, Florida Statutes, are amended to read:
 3365         679.616 Explanation of calculation of surplus or
 3366  deficiency.—
 3367         (1) In this section, the term:
 3368         (a) “Explanation” means a record writing that:
 3369         1. States the amount of the surplus or deficiency;
 3370         2. Provides an explanation in accordance with subsection
 3371  (3) of how the secured party calculated the surplus or
 3372  deficiency;
 3373         3. States, if applicable, that future debits, credits,
 3374  charges, including additional credit service charges or
 3375  interest, rebates, and expenses may affect the amount of the
 3376  surplus or deficiency; and
 3377         4. Provides a telephone number or mailing address from
 3378  which additional information concerning the transaction is
 3379  available.
 3380         (b) “Request” means a record:
 3381         1. Signed Authenticated by a debtor or consumer obligor;
 3382         2. Requesting that the recipient provide an explanation;
 3383  and
 3384         3. Sent after disposition of the collateral under s.
 3385  679.610.
 3386         (2) In a consumer-goods transaction in which the debtor is
 3387  entitled to a surplus or a consumer obligor is liable for a
 3388  deficiency under s. 679.615, the secured party shall:
 3389         (a) Send an explanation to the debtor or consumer obligor,
 3390  as applicable, after the disposition and:
 3391         1. Before or when the secured party accounts to the debtor
 3392  and pays any surplus or first makes written demand in a record
 3393  on the consumer obligor after the disposition for payment of the
 3394  deficiency; and
 3395         2. Within 14 days after receipt of a request; or
 3396         (b) In the case of a consumer obligor who is liable for a
 3397  deficiency, within 14 days after receipt of a request, send to
 3398  the consumer obligor a record waiving the secured party’s right
 3399  to a deficiency.
 3400         (3) To comply with subparagraph (1)(a)2., an explanation a
 3401  writing must provide the following information in the following
 3402  order:
 3403         (a) The aggregate amount of obligations secured by the
 3404  security interest under which the disposition was made, and, if
 3405  the amount reflects a rebate of unearned interest or credit
 3406  service charge, an indication of that fact, calculated as of a
 3407  specified date:
 3408         1. If the secured party takes or receives possession of the
 3409  collateral after default, not more than 35 days before the
 3410  secured party takes or receives possession; or
 3411         2. If the secured party takes or receives possession of the
 3412  collateral before default or does not take possession of the
 3413  collateral, not more than 35 days before the disposition;
 3414         (b) The amount of proceeds of the disposition;
 3415         (c) The aggregate amount of the obligations after deducting
 3416  the amount of proceeds;
 3417         (d) The amount, in the aggregate or by type, and types of
 3418  expenses, including expenses of retaking, holding, preparing for
 3419  disposition, processing, and disposing of the collateral, and
 3420  attorney’s fees secured by the collateral which are known to the
 3421  secured party and relate to the current disposition;
 3422         (e) The amount, in the aggregate or by type, and types of
 3423  credits, including rebates of interest or credit service
 3424  charges, to which the obligor is known to be entitled and which
 3425  are not reflected in the amount in paragraph (a); and
 3426         (f) The amount of the surplus or deficiency.
 3427         Section 112. Subsection (1) of section 679.619, Florida
 3428  Statutes, is amended to read:
 3429         679.619 Transfer of record or legal title.—
 3430         (1) In this section, the term “transfer statement” means a
 3431  record signed authenticated by a secured party stating:
 3432         (a) That the debtor has defaulted in connection with an
 3433  obligation secured by specified collateral;
 3434         (b) That the secured party has exercised its post-default
 3435  remedies with respect to the collateral;
 3436         (c) That, by reason of the exercise, a transferee has
 3437  acquired the rights of the debtor in the collateral; and
 3438         (d) The name and mailing address of the secured party,
 3439  debtor, and transferee.
 3440         Section 113. Subsections (1), (2), (3), and (6) of section
 3441  679.620, Florida Statutes, are amended to read:
 3442         679.620 Acceptance of collateral in full or partial
 3443  satisfaction of obligation; compulsory disposition of
 3444  collateral.—
 3445         (1) Except as otherwise provided in subsection (7), a
 3446  secured party may accept collateral in full or partial
 3447  satisfaction of the obligation it secures only if:
 3448         (a) The debtor consents to the acceptance under subsection
 3449  (3);
 3450         (b) The secured party does not receive, within the time set
 3451  forth in subsection (4), a notification of objection to the
 3452  proposal signed authenticated by:
 3453         1. A person to whom the secured party was required to send
 3454  a proposal under s. 679.621; or
 3455         2. Any other person, other than the debtor, holding an
 3456  interest in the collateral subordinate to the security interest
 3457  that is the subject of the proposal;
 3458         (c) If the collateral is consumer goods, the collateral is
 3459  not in the possession of the debtor when the debtor consents to
 3460  the acceptance; and
 3461         (d) Subsection (5) does not require the secured party to
 3462  dispose of the collateral or the debtor waives the requirement
 3463  pursuant to s. 679.624.
 3464         (2) A purported or apparent acceptance of collateral under
 3465  this section is ineffective unless:
 3466         (a) The secured party consents to the acceptance in a
 3467  signed an authenticated record or sends a proposal to the
 3468  debtor; and
 3469         (b) The conditions of subsection (1) are met.
 3470         (3) For purposes of this section:
 3471         (a) A debtor consents to an acceptance of collateral in
 3472  partial satisfaction of the obligation it secures only if the
 3473  debtor agrees to the terms of the acceptance in a record signed
 3474  authenticated after default; and
 3475         (b) A debtor consents to an acceptance of collateral in
 3476  full satisfaction of the obligation it secures only if the
 3477  debtor agrees to the terms of the acceptance in a record signed
 3478  authenticated after default or the secured party:
 3479         1. Sends to the debtor after default a proposal that is
 3480  unconditional or subject only to a condition that collateral not
 3481  in the possession of the secured party be preserved or
 3482  maintained;
 3483         2. In the proposal, proposes to accept collateral in full
 3484  satisfaction of the obligation it secures, and, in a consumer
 3485  transaction, provides notice that the proposal will be deemed
 3486  accepted if it is not objected to by an authenticated notice
 3487  within 30 days after the date the proposal is sent by the
 3488  secured party; and
 3489         3. Does not receive a notification of objection signed
 3490  authenticated by the debtor within 30 days after the proposal is
 3491  sent.
 3492         (6) To comply with subsection (5), the secured party shall
 3493  dispose of the collateral:
 3494         (a) Within 90 days after taking possession; or
 3495         (b) Within any longer period to which the debtor and all
 3496  secondary obligors have agreed in an agreement to that effect
 3497  entered into and signed authenticated after default.
 3498         Section 114. Subsection (1) of section 679.621, Florida
 3499  Statutes, is amended to read:
 3500         679.621 Notification of proposal to accept collateral.—
 3501         (1) A secured party that desires to accept collateral in
 3502  full or partial satisfaction of the obligation it secures shall
 3503  send its proposal to:
 3504         (a) Any person from whom the secured party has received,
 3505  before the debtor consented to the acceptance, a signed an
 3506  authenticated notification of a claim of an interest in the
 3507  collateral;
 3508         (b) Any other secured party or lienholder that, 10 days
 3509  before the debtor consented to the acceptance, held a security
 3510  interest in or other lien on the collateral perfected by the
 3511  filing of a financing statement that:
 3512         1. Identified the collateral;
 3513         2. Was indexed under the debtor’s name as of that date; and
 3514         3. Was filed in the office or offices in which to file a
 3515  financing statement against the debtor covering the collateral
 3516  as of that date; and
 3517         (c) Any other secured party that, 10 days before the debtor
 3518  consented to the acceptance, held a security interest in the
 3519  collateral perfected by compliance with a statute, regulation,
 3520  or treaty described in s. 679.3111(1).
 3521         Section 115. Section 679.624, Florida Statutes, is amended
 3522  to read:
 3523         679.624 Waiver.—
 3524         (1) A debtor or secondary obligor may waive the right to
 3525  notification of disposition of collateral under s. 679.611 only
 3526  by an agreement to that effect entered into and signed
 3527  authenticated after default.
 3528         (2) A debtor may waive the right to require disposition of
 3529  collateral under s. 679.620(5) only by an agreement to that
 3530  effect entered into and signed authenticated after default.
 3531         (3) Except in a consumer-goods transaction, a debtor or
 3532  secondary obligor may waive the right to redeem collateral under
 3533  s. 679.623 only by an agreement to that effect entered into and
 3534  signed authenticated after default.
 3535         Section 116. Subsections (1) and (5) of section 679.625,
 3536  Florida Statutes, are amended, and subsections (3), (6), and (7)
 3537  of that section are republished, to read:
 3538         679.625 Remedies for failure to comply with article.—
 3539         (1) If it is established that a secured party is not
 3540  proceeding in accordance with this chapter, a court may order or
 3541  restrain collection, enforcement, or disposition of collateral
 3542  on appropriate terms and conditions. This subsection does shall
 3543  not preclude a debtor other than a consumer and a secured party,
 3544  or two or more secured parties in other than a consumer
 3545  transaction, from agreeing in a signed an authenticated record
 3546  that the debtor or secured party must first provide to the
 3547  alleged offending secured party notice of a violation of this
 3548  chapter and opportunity to cure before commencing any legal
 3549  proceeding under this section.
 3550         (3) Except as otherwise provided in s. 679.628:
 3551         (a) A person who, at the time of the failure, was a debtor,
 3552  was an obligor, or held a security interest in or other lien on
 3553  the collateral may recover damages under subsection (2) for the
 3554  person’s loss; and
 3555         (b) If the collateral is consumer goods, a person who was a
 3556  debtor or a secondary obligor at the time a secured party failed
 3557  to comply with this part may recover for that failure in any
 3558  event an amount not less than the credit service charge plus 10
 3559  percent of the principal amount of the obligation or the time
 3560  price differential plus 10 percent of the cash price.
 3561         (5) In lieu of damages recoverable under subsection (2),
 3562  the debtor, consumer obligor, or person named as a debtor in a
 3563  filed record, as applicable, may recover $500 in each case from
 3564  a person who:
 3565         (a) Fails to comply with s. 679.2081;
 3566         (b) Fails to comply with s. 679.209;
 3567         (c) Files a record that the person is not entitled to file
 3568  under s. 679.509(1);
 3569         (d) Fails to cause the secured party of record to file or
 3570  send a termination statement as required by s. 679.513(1) or (3)
 3571  after receipt of a signed an authenticated record notifying the
 3572  person of such noncompliance;
 3573         (e) Fails to comply with s. 679.616(2)(a) and whose failure
 3574  is part of a pattern, or consistent with a practice, of
 3575  noncompliance; or
 3576         (f) Fails to comply with s. 679.616(2)(b).
 3577         (6) A debtor or consumer obligor may recover damages under
 3578  subsection (2) and, in addition, $500 in each case from a person
 3579  who, without reasonable cause, fails to comply with a request
 3580  under s. 679.210. A recipient of a request under s. 679.210
 3581  which never claimed an interest in the collateral or obligations
 3582  that are the subject of a request under that section has a
 3583  reasonable excuse for failure to comply with the request within
 3584  the meaning of this subsection.
 3585         (7) If a secured party fails to comply with a request
 3586  regarding a list of collateral or a statement of account under
 3587  s. 679.210, the secured party may claim a security interest only
 3588  as shown in the list or statement included in the request as
 3589  against a person who is reasonably misled by the failure.
 3590         Section 117. Subsections (1) and (2) of section 679.628,
 3591  Florida Statutes, are amended, and subsection (6) is added to
 3592  that section, to read:
 3593         679.628 Nonliability and limitation on liability of secured
 3594  party; liability of secondary obligor.—
 3595         (1) Subject to subsection (6), unless a secured party knows
 3596  that a person is a debtor or obligor, knows the identity of the
 3597  person, and knows how to communicate with the person:
 3598         (a) The secured party is not liable to the person, or to a
 3599  secured party or lienholder that has filed a financing statement
 3600  against the person, for failure to comply with this chapter; and
 3601         (b) The secured party’s failure to comply with this chapter
 3602  does not affect the liability of the person for a deficiency.
 3603         (2) Subject to subsection (6), a secured party is not
 3604  liable because of its status as a secured party:
 3605         (a) To a person who is a debtor or obligor, unless the
 3606  secured party knows:
 3607         1. That the person is a debtor or obligor;
 3608         2. The identity of the person; and
 3609         3. How to communicate with the person; or
 3610         (b) To a secured party or lienholder that has filed a
 3611  financing statement against a person, unless the secured party
 3612  knows:
 3613         1. That the person is a debtor; and
 3614         2. The identity of the person.
 3615         (6)Subsections (1) and (2) do not apply to limit the
 3616  liability of a secured party to a person if, at the time the
 3617  secured party obtains control of collateral that is a
 3618  controllable account, controllable electronic record, or
 3619  controllable payment intangible or at the time the security
 3620  interest attaches to the collateral, whichever is later:
 3621         (a)The person is a debtor or obligor; and
 3622         (b)The secured party knows that the information in
 3623  subparagraph (2)(a)1., subparagraph (2)(a)2., or subparagraph
 3624  (2)(a)3., relating to the person is not provided by the
 3625  collateral, a record attached to or logically associated with
 3626  the collateral, or the system in which the collateral is
 3627  recorded.
 3628         Section 118. Part IX of chapter 679, Florida Statutes,
 3629  consisting of ss. 679.901 and 679.902, Florida Statutes, is
 3630  created and entitled “Transitional Provisions.”
 3631         Section 119. Section 679.901, Florida Statutes, is created
 3632  to read:
 3633         679.901 Saving clause.—Except as otherwise provided in ss.
 3634  669.501-669.706, a transaction validly entered into before July
 3635  1, 2025, and the rights duties, and interests flowing from such
 3636  transaction remain valid thereafter and may be terminated,
 3637  completed, consummated, or enforced as required or permitted by
 3638  law other than the Uniform Commercial Code or, if applicable, by
 3639  the Uniform Commercial Code as though this act had not taken
 3640  effect.
 3641         Section 120. Section 679.902, Florida Statutes, is created
 3642  to read:
 3643         679.902 Transitional provisions.—Effective July 1, 2025,
 3644  chapter 679 shall be amended by this act, including the
 3645  transitional provisions for chapters 669 and 679, as amended by
 3646  this act, as provided in part II of chapter 669.
 3647         Section 121. Section 680.1021, Florida Statutes, is amended
 3648  to read:
 3649         680.1021 Scope.—
 3650         (1) This chapter applies to any transaction, regardless of
 3651  form, that creates a lease and, in the case of a hybrid lease,
 3652  applies to the extent provided in subsection (2).
 3653         (2)In a hybrid lease, both of the following apply:
 3654         (a)If the lease-of-goods aspects do not predominate:
 3655         1.Only the provisions of this chapter which relate
 3656  primarily to the lease-of-goods aspects of the transaction
 3657  apply, and the provisions that relate primarily to the
 3658  transaction as a whole do not apply;
 3659         2.Section 608.209 applies if the lease is a finance lease;
 3660  and
 3661         3.Section 608.407 applies to the promises of the lessee in
 3662  a finance lease to the extent that the promises are
 3663  consideration for the right to possession and use of the leased
 3664  goods.
 3665         (b)If the lease-of-goods aspects predominate, this chapter
 3666  applies to the transaction, but does not preclude application in
 3667  appropriate circumstances of other law to aspects of the lease
 3668  which do not relate to the lease of goods.
 3669         Section 122. Present paragraphs (i) through (z) of
 3670  subsection (1) of section 680.1031, Florida Statutes, are
 3671  redesignated as paragraphs (j) through (aa), respectively, a new
 3672  paragraph (i) is added to that subsection, and paragraphs (a),
 3673  (d), (e), (f), (h), (j), (l), and (m) of subsection (3) of that
 3674  section are amended, to read:
 3675         680.1031 Definitions and index of definitions.—
 3676         (1) In this chapter, unless the context otherwise requires:
 3677         (i) “Hybrid lease” means a single transaction involving a
 3678  lease of goods and:
 3679         1.The provision of services;
 3680         2.A sale of other goods; or
 3681         3.A sale, lease, or license of property other than goods.
 3682         (3) The following definitions in other chapters of this
 3683  code apply to this chapter:
 3684         (a) “Account,” s. 679.1021(1) s. 679.1021(1)(b).
 3685         (d) “Chattel paper,” s. 679.1021(1) s. 679.1021(1)(k).
 3686         (e) “Consumer goods,” s. 679.1021(1) s. 679.1021(1)(w).
 3687         (f) “Document,” s. 679.1021(1) s. 679.1021(1)(dd).
 3688         (h) “General intangible,” s. 679.1021(1) s.
 3689  679.1021(1)(pp).
 3690         (j) “Instrument,” s. 679.1021(1) s. 679.1021(1)(uu).
 3691         (l) “Mortgage,” s. 679.1021(1) s. 679.1021(1)(ccc).
 3692         (m) “Pursuant to a commitment,” s. 679.1021(1) s.
 3693  679.1021(1)(ppp).
 3694         Section 123. Section 680.1071, Florida Statutes, is amended
 3695  to read:
 3696         680.1071 Waiver or renunciation of claim or right after
 3697  default.—Any claim or right arising out of an alleged default or
 3698  breach of warranty may be discharged in whole or in part without
 3699  consideration by a written waiver or renunciation in a signed
 3700  record and delivered by the aggrieved party.
 3701         Section 124. Subsections (1), (3), and (5) of section
 3702  680.201, Florida Statutes, are amended to read:
 3703         680.201 Statute of frauds.—
 3704         (1) A lease contract is not enforceable by way of action or
 3705  defense unless:
 3706         (a) In a lease contract that is not a consumer lease, the
 3707  total payments to be made under the lease contract, excluding
 3708  payments for options to renew or buy, are less than $1,000; or
 3709         (b) There is a record writing, signed by the party against
 3710  whom enforcement is sought or by that party’s authorized agent,
 3711  sufficient to indicate that a lease contract has been made
 3712  between the parties and to describe the goods leased and the
 3713  lease term.
 3714         (3) A record writing is not insufficient because it omits
 3715  or incorrectly states a term agreed upon, but the lease contract
 3716  is not enforceable under paragraph (1)(b) beyond the lease term
 3717  and the quantity of goods shown in the record writing.
 3718         (5) The lease term under a lease contract referred to in
 3719  subsection (4) is:
 3720         (a) If there is a record writing signed by the party
 3721  against whom enforcement is sought or by that party’s authorized
 3722  agent specifying the lease term, the term so specified;
 3723         (b) If the party against whom enforcement is sought admits
 3724  in that party’s pleading, testimony, or otherwise in court a
 3725  lease term, the term so admitted; or
 3726         (c) A reasonable lease term.
 3727         Section 125. Section 680.202, Florida Statutes, is amended
 3728  to read:
 3729         680.202 Final written expression: parol or extrinsic
 3730  evidence.—Terms with respect to which the confirmatory memoranda
 3731  of the parties agree or which are otherwise set forth in a
 3732  record writing intended by the parties as a final expression of
 3733  their agreement with respect to such terms as are included
 3734  therein may not be contradicted by evidence of any prior
 3735  agreement or of a contemporaneous oral agreement but may be
 3736  explained or supplemented:
 3737         (1) By course of dealing or usage of trade or by course of
 3738  performance; and
 3739         (2) By evidence of consistent additional terms unless the
 3740  court finds the record writing to have been intended also as a
 3741  complete and exclusive statement of the terms of the agreement.
 3742         Section 126. Section 680.203, Florida Statutes, is amended
 3743  to read:
 3744         680.203 Seals inoperative.—The affixing of a seal to a
 3745  record writing evidencing a lease contract or an offer to enter
 3746  into a lease contract does not render the record writing a
 3747  sealed instrument, and the law with respect to sealed
 3748  instruments does not apply to the lease contract or offer.
 3749         Section 127. Section 680.205, Florida Statutes, is amended
 3750  to read:
 3751         680.205 Firm offers.—An offer by a merchant to lease goods
 3752  to or from another person in a signed record writing that by its
 3753  terms gives assurance it will be held open is not revocable, for
 3754  lack of consideration, during the time stated or, if no time is
 3755  stated, for a reasonable time, but in no event may the period of
 3756  irrevocability exceed 3 months. Any such term of assurance on a
 3757  form supplied by the offeree must be separately signed by the
 3758  offeror.
 3759         Section 128. Subsection (2) of section 680.208, Florida
 3760  Statutes, is amended to read:
 3761         680.208 Modification, rescission, and waiver.—
 3762         (2) A signed lease agreement that excludes modification or
 3763  rescission except by a signed record writing may not be
 3764  otherwise modified or rescinded, but, except as between
 3765  merchants, such a requirement on a form supplied by a merchant
 3766  must be separately signed by the other party.
 3767         Section 129. Part VI of chapter 680, Florida Statutes,
 3768  consisting of s. 680.601, Florida Statutes, is created and
 3769  entitled “Transitional Provisions.”
 3770         Section 130. Section 680.601, Florida Statutes, is created
 3771  to read:
 3772         680.601 Saving clause.—Except as provided in ss. 669.501
 3773  669.706, a transaction validly entered into before July 1, 2025,
 3774  and the rights, duties, and interests flowing from such
 3775  transaction remain valid thereafter and may be terminated,
 3776  completed, consummated, or enforced as required or permitted by
 3777  law other than the Uniform Commercial Code or, if applicable, by
 3778  the Uniform Commercial Code as though this act had not taken
 3779  effect.
 3780         Section 131. Subsection (6) of section 55.205, Florida
 3781  Statutes, is amended to read:
 3782         55.205 Effect of judgment lien.—
 3783         (6) A judgment lien acquired under s. 55.202 may be
 3784  enforced only through judicial process, including attachment
 3785  under chapter 76; execution under chapter 56; garnishment under
 3786  chapter 77; a charging order under s. 605.0503, s. 620.1703, or
 3787  s. 620.8504; or proceedings supplementary to execution under s.
 3788  56.29. A holder of a judgment lien acquired under s. 55.202, who
 3789  is not enforcing separate lien rights in a judgment debtor’s
 3790  property, may not enforce his or her rights under this section
 3791  through self-help repossession or replevin without a court order
 3792  or without the express consent of the judgment debtor contained
 3793  in a record authenticated in accordance with s. 668.50 or s.
 3794  679.1021(1) s. 679.1021(1)(g) after the judgment lien attaches.
 3795         Section 132. Subsection (2) and paragraph (b) of subsection
 3796  (3) of section 319.27, Florida Statutes, are amended to read:
 3797         319.27 Notice of lien on motor vehicles or mobile homes;
 3798  notation on certificate; recording of lien.—
 3799         (2) No lien for purchase money or as security for a debt in
 3800  the form of a security agreement, retain title contract,
 3801  conditional bill of sale, chattel mortgage, or other similar
 3802  instrument or any other nonpossessory lien, including a lien for
 3803  child support, upon a motor vehicle or mobile home upon which a
 3804  Florida certificate of title has been issued shall be
 3805  enforceable in any of the courts of this state against creditors
 3806  or subsequent purchasers for a valuable consideration and
 3807  without notice, unless a sworn notice of such lien has been
 3808  filed in the department and such lien has been noted upon the
 3809  certificate of title of the motor vehicle or mobile home. Such
 3810  notice shall be effective as constructive notice when filed. The
 3811  interest of a statutory nonpossessory lienor; the interest of a
 3812  nonpossessory execution, attachment, or equitable lienor; or the
 3813  interest of a lien creditor as defined in s. 679.1021(1) s.
 3814  679.1021(1)(zz), if nonpossessory, is shall not be enforceable
 3815  against creditors or subsequent purchasers for a valuable
 3816  consideration unless such interest becomes a possessory lien or
 3817  is noted upon the certificate of title for the subject motor
 3818  vehicle or mobile home prior to the occurrence of the subsequent
 3819  transaction. Provided the provisions of this subsection relating
 3820  to a nonpossessory statutory lienor; a nonpossessory execution,
 3821  attachment, or equitable lienor; or the interest of a lien
 3822  creditor as defined in s. 679.1021(1) does s. 679.1021(1)(zz)
 3823  shall not apply to liens validly perfected before prior to
 3824  October 1, 1988. The notice of lien must shall provide the
 3825  following information:
 3826         (a) The date of the lien if a security agreement, retain
 3827  title contract, conditional bill of sale, chattel mortgage, or
 3828  other similar instrument was executed prior to the filing of the
 3829  notice of lien;
 3830         (b) The name and address of the registered owner;
 3831         (c) A description of the motor vehicle or mobile home,
 3832  showing the make, type, and vehicle identification number; and
 3833         (d) The name and address of the lienholder.
 3834         (3)
 3835         (b) As applied to a determination of the respective rights
 3836  of a secured party under this chapter and a lien creditor as
 3837  defined by s. 679.1021(1) s. 679.1021(1)(zz), or a nonpossessory
 3838  statutory lienor, a security interest under this chapter shall
 3839  be perfected upon the filing of the notice of lien with the
 3840  department, the county tax collector, or their agents. Provided,
 3841  however, the date of perfection of a security interest of such
 3842  secured party shall be the same date as the execution of the
 3843  security agreement or other similar instrument if the notice of
 3844  lien is filed in accordance with this subsection within 15 days
 3845  after the debtor receives possession of the motor vehicle or
 3846  mobile home and executes such security agreement or other
 3847  similar instrument. The date of filing of the notice of lien
 3848  shall be the date of its receipt by the department central
 3849  office in Tallahassee, if first filed there, or otherwise by the
 3850  office of the county tax collector, or their agents.
 3851         Section 133. Subsection (2) of section 328.0015, Florida
 3852  Statutes, is amended to read:
 3853         328.0015 Definitions.—
 3854         (2) The following definitions and terms also apply to this
 3855  part:
 3856         (a) “Agreement” as defined in s. 671.201 s. 671.201(3).
 3857         (b) “Buyer in ordinary course of business” as defined in s.
 3858  671.201 s. 671.201(9).
 3859         (c) “Conspicuous” as defined in s. 671.201 s. 671.201(11).
 3860         (d) “Consumer goods” as defined in s. 679.1021(1) s.
 3861  679.1021(1)(w).
 3862         (e) “Debtor” as defined in s. 679.1021(1) s.
 3863  679.1021(1)(bb).
 3864         (f) “Knowledge” as defined in s. 671.209.
 3865         (g) “Lease” as defined in s. 680.1031(1) s. 680.1031(1)(j).
 3866         (h) “Lessor” as defined in s. 680.1031(1) s.
 3867  680.1031(1)(p).
 3868         (i) “Notice” as defined s. 671.209.
 3869         (j) “Representative” as defined in s. 671.201 s.
 3870  671.201(37).
 3871         (k) “Sale” as defined in s. 672.106(1).
 3872         (l) “Security agreement” as defined in s. 679.1021(1) s.
 3873  679.1021(1)(uuu).
 3874         (m) “Seller” as defined in s. 672.103(1) s. 672.103(1)(d).
 3875         (n) “Send” as defined in s. 671.201 s. 671.201(40).
 3876         (o) “Value” as defined in s. 671.211.
 3877         Section 134. Subsection (13) of section 517.061, Florida
 3878  Statutes, is amended to read:
 3879         517.061 Exempt transactions.—Except as otherwise provided
 3880  in subsection (11), the exemptions provided herein from the
 3881  registration requirements of s. 517.07 are self-executing and do
 3882  not require any filing with the office before being claimed. Any
 3883  person who claims entitlement to an exemption under this section
 3884  bears the burden of proving such entitlement in any proceeding
 3885  brought under this chapter. The registration provisions of s.
 3886  517.07 do not apply to any of the following transactions;
 3887  however, such transactions are subject to s. 517.301:
 3888         (13) By or for the account of a pledgeholder, a secured
 3889  party as defined in s. 679.1021(1) s. 679.1021(1)(ttt), or a
 3890  mortgagee selling or offering for sale or delivery in the
 3891  ordinary course of business and not for the purposes of avoiding
 3892  the provisions of this chapter, to liquidate a bona fide debt, a
 3893  security pledged in good faith as security for such debt.
 3894         Section 135. Subsection (2) of section 559.9232, Florida
 3895  Statutes, is amended to read:
 3896         559.9232 Definitions; exclusion of rental-purchase
 3897  agreements from certain regulations.—
 3898         (2) A rental-purchase agreement that complies with this act
 3899  may shall not be construed to be, nor be governed by, any of the
 3900  following:
 3901         (a) A lease or agreement that constitutes a credit sale as
 3902  defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of the
 3903  federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.;
 3904         (b) A lease that constitutes a “consumer lease” as defined
 3905  in 12 C.F.R. s. 213.2(a)(6);
 3906         (c) Any lease for agricultural, business, or commercial
 3907  purposes;
 3908         (d) Any lease made to an organization;
 3909         (e) A lease or agreement that constitutes a “retail
 3910  installment contract” or “retail installment transaction” as
 3911  those terms are defined in s. 520.31; or
 3912         (f) A security interest as defined in s. 671.201 s.
 3913  671.201(39).
 3914         Section 136. Paragraph (g) of subsection (2) of section
 3915  563.022, Florida Statutes, is amended to read:
 3916         563.022 Relations between beer distributors and
 3917  manufacturers.—
 3918         (2) DEFINITIONS.—In construing this section, unless the
 3919  context otherwise requires, the word, phrase, or term:
 3920         (g) “Good faith” means honesty in fact in the conduct or
 3921  transaction concerned as defined and interpreted under s.
 3922  671.201 s. 671.201(21).
 3923         Section 137. Paragraph (d) of subsection (16) of section
 3924  668.50, Florida Statutes, is amended, and paragraph (b) of
 3925  subsection (3) of that section is republished, to read:
 3926         668.50 Uniform Electronic Transaction Act.—
 3927         (3) SCOPE.—
 3928         (b) This section does not apply to a transaction to the
 3929  extent the transaction is governed by:
 3930         1. A provision of law governing the creation and execution
 3931  of wills, codicils, or testamentary trusts;
 3932         2. The Uniform Commercial Code other than s. 671.107 and
 3933  chapters 672 and 680; or
 3934         3. The Uniform Computer Information Transactions Act.
 3935         (16) TRANSFERABLE RECORDS.—
 3936         (d) Except as otherwise agreed, a person having control of
 3937  a transferable record is the holder, as defined in s. 671.201 s.
 3938  671.201(22), of the transferable record and has the same rights
 3939  and defenses as a holder of an equivalent record or writing
 3940  under the Uniform Commercial Code, including, if the applicable
 3941  statutory requirements under s. 673.3021, s. 677.501, or s.
 3942  679.330 are satisfied, the rights and defenses of a holder in
 3943  due course, a holder to which a negotiable document of title has
 3944  been duly negotiated, or a purchaser, respectively. Delivery,
 3945  possession, and indorsement are not required to obtain or
 3946  exercise any of the rights under this paragraph.
 3947         Section 138. For the purpose of incorporating the amendment
 3948  made by this act to section 671.105, Florida Statutes, in
 3949  references thereto, subsections (1) and (2) of section 655.55,
 3950  Florida Statutes, are reenacted to read:
 3951         655.55 Law applicable to deposits in and contracts relating
 3952  to extensions of credit by a deposit or lending institution
 3953  located in this state.—
 3954         (1) The law of this state, excluding its law regarding
 3955  comity and conflict of laws, governs all aspects, including
 3956  without limitation the validity and effect, of any deposit
 3957  account in a branch or office in this state of a deposit or
 3958  lending institution, including a deposit account otherwise
 3959  covered by s. 671.105(1), regardless of the citizenship,
 3960  residence, location, or domicile of any other party to the
 3961  contract or agreement governing such deposit account, and
 3962  regardless of any provision of any law of the jurisdiction of
 3963  the residence, location, or domicile of such other party,
 3964  whether or not such deposit account bears any other relation to
 3965  this state, except that this section does not apply to any such
 3966  deposit account:
 3967         (a) To the extent provided to the contrary in s.
 3968  671.105(2); or
 3969         (b) To the extent that all parties to the contract or
 3970  agreement governing such deposit account have agreed in writing
 3971  that the law of another jurisdiction will govern it.
 3972         (2) The law of this state, excluding its law regarding
 3973  comity and conflict of laws, governs all aspects, including
 3974  without limitation the validity and effect, of any contract
 3975  relating to an extension of credit made by a branch or office in
 3976  this state of a deposit or lending institution, including a
 3977  contract otherwise covered by s. 671.105(1), if the contract
 3978  expressly provides that it will be governed by the law of this
 3979  state, regardless of the citizenship, residence, location, or
 3980  domicile of any other party to such contract and regardless of
 3981  any provision of any law of the jurisdiction of the residence,
 3982  location, or domicile of such other party, whether or not such
 3983  contract bears any other relation to this state, except that
 3984  this section does not apply to any such contract to the extent
 3985  provided to the contrary in s. 671.105(2).
 3986         Section 139. For the purpose of incorporating the amendment
 3987  made by this act to section 671.105, Florida Statutes, in a
 3988  reference thereto, subsection (2) of section 685.101, Florida
 3989  Statutes, is reenacted to read:
 3990         685.101 Choice of law.—
 3991         (2) This section does not apply to any contract, agreement,
 3992  or undertaking:
 3993         (a) Regarding any transaction which does not bear a
 3994  substantial or reasonable relation to this state in which every
 3995  party is either or a combination of:
 3996         1. A resident and citizen of the United States, but not of
 3997  this state; or
 3998         2. Incorporated or organized under the laws of another
 3999  state and does not maintain a place of business in this state;
 4000         (b) For labor or employment;
 4001         (c) Relating to any transaction for personal, family, or
 4002  household purposes, unless such contract, agreement, or
 4003  undertaking concerns a trust at least one trustee of which
 4004  resides or transacts business as a trustee in this state, in
 4005  which case this section applies;
 4006         (d) To the extent provided to the contrary in s.
 4007  671.105(2); or
 4008         (e) To the extent such contract, agreement, or undertaking
 4009  is otherwise covered or affected by s. 655.55.
 4010         Section 140. For the purpose of incorporating the amendment
 4011  made by this act to section 673.1041, Florida Statutes, in a
 4012  reference thereto, subsection (1) of section 90.953, Florida
 4013  Statutes, is reenacted to read:
 4014         90.953 Admissibility of duplicates.—A duplicate is
 4015  admissible to the same extent as an original, unless:
 4016         (1) The document or writing is a negotiable instrument as
 4017  defined in s. 673.1041, a security as defined in s. 678.1021, or
 4018  any other writing that evidences a right to the payment of
 4019  money, is not itself a security agreement or lease, and is of a
 4020  type that is transferred by delivery in the ordinary course of
 4021  business with any necessary endorsement or assignment.
 4022         Section 141. For the purpose of incorporating the amendment
 4023  made by this act to section 673.1041, Florida Statutes, in
 4024  references thereto, subsections (1), (3), and (4) of section
 4025  673.1061, Florida Statutes, are reenacted to read:
 4026         673.1061 Unconditional promise or order.—
 4027         (1) Except as provided in this section, for the purposes of
 4028  s. 673.1041(1), a promise or order is unconditional unless it
 4029  states:
 4030         (a) An express condition to payment;
 4031         (b) That the promise or order is subject to or governed by
 4032  another writing; or
 4033         (c) That rights or obligations with respect to the promise
 4034  or order are stated in another writing.
 4035  
 4036  A reference to another writing does not of itself make the
 4037  promise or order conditional.
 4038         (3) If a promise or order requires, as a condition to
 4039  payment, a countersignature by a person whose specimen signature
 4040  appears on the promise or order, the condition does not make the
 4041  promise or order conditional for the purposes of s. 673.1041(1).
 4042  If the person whose specimen signature appears on an instrument
 4043  fails to countersign the instrument, the failure to countersign
 4044  is a defense to the obligation of the issuer, but the failure
 4045  does not prevent a transferee of the instrument from becoming a
 4046  holder of the instrument.
 4047         (4) If a promise or order at the time it is issued or first
 4048  comes into possession of a holder contains a statement, required
 4049  by applicable statutory or administrative law, to the effect
 4050  that the rights of a holder or transferee are subject to claims
 4051  or defenses that the issuer could assert against the original
 4052  payee, the promise or order is not thereby made conditional for
 4053  the purposes of s. 673.1041(1); but if the promise or order is
 4054  an instrument, there cannot be a holder in due course of the
 4055  instrument.
 4056         Section 142. For the purpose of incorporating the amendment
 4057  made by this act to section 673.1041, Florida Statutes, in a
 4058  reference thereto, subsection (2) of section 673.1151, Florida
 4059  Statutes, is reenacted to read:
 4060         673.1151 Incomplete instrument.—
 4061         (2) Subject to subsection (3), if an incomplete instrument
 4062  is an instrument under s. 673.1041, it may be enforced according
 4063  to its terms if it is not completed, or according to its terms
 4064  as augmented by completion. If an incomplete instrument is not
 4065  an instrument under s. 673.1041, but, after completion, the
 4066  requirements of s. 673.1041 are met, the instrument may be
 4067  enforced according to its terms as augmented by completion.
 4068         Section 143. For the purpose of incorporating the amendment
 4069  made by this act to section 673.6041, Florida Statutes, in a
 4070  reference thereto, subsection (2) of section 673.6051, Florida
 4071  Statutes, is reenacted to read:
 4072         673.6051 Discharge of indorsers and accommodation parties.—
 4073         (2) Discharge, under s. 673.6041, of the obligation of a
 4074  party to pay an instrument does not discharge the obligation of
 4075  an indorser or accommodation party having a right of recourse
 4076  against the discharged party.
 4077         Section 144. For the purpose of incorporating the
 4078  amendments made by this act to sections 673.1041 and 673.1051,
 4079  Florida Statutes, in references thereto, subsection (2) of
 4080  section 673.1031, Florida Statutes, is reenacted to read:
 4081         673.1031 Definitions.—
 4082         (2) Other definitions applying to this chapter and the
 4083  sections in which they appear are:
 4084         “Acceptance,” s. 673.4091.
 4085         “Accommodated party,” s. 673.4191.
 4086         “Accommodation party,” s. 673.4191.
 4087         “Alteration,” s. 673.4071.
 4088         “Anomalous indorsement,” s. 673.2051.
 4089         “Blank indorsement,” s. 673.2051.
 4090         “Cashier’s check,” s. 673.1041.
 4091         “Certificate of deposit,” s. 673.1041.
 4092         “Certified check,” s. 673.4091.
 4093         “Check,” s. 673.1041.
 4094         “Consideration,” s. 673.3031.
 4095         “Draft,” s. 673.1041.
 4096         “Holder in due course,” s. 673.3021.
 4097         “Incomplete instrument,” s. 673.1151.
 4098         “Indorsement,” s. 673.2041.
 4099         “Indorser,” s. 673.2041.
 4100         “Instrument,” s. 673.1041.
 4101         “Issue,” s. 673.1051.
 4102         “Issuer,” s. 673.1051.
 4103         “Negotiable instrument,” s. 673.1041.
 4104         “Negotiation,” s. 673.2011.
 4105         “Note,” s. 673.1041.
 4106         “Payable at a definite time,” s. 673.1081.
 4107         “Payable on demand,” s. 673.1081.
 4108         “Payable to bearer,” s. 673.1091.
 4109         “Payable to order,” s. 673.1091.
 4110         “Payment,” s. 673.6021.
 4111         “Person entitled to enforce,” s. 673.3011.
 4112         “Presentment,” s. 673.5011.
 4113         “Reacquisition,” s. 673.2071.
 4114         “Special indorsement,” s. 673.2051.
 4115         “Teller’s check,” s. 673.1041.
 4116         “Transfer of instrument,” s. 673.2031.
 4117         “Traveler’s check,” s. 673.1041.
 4118         “Value,” s. 673.3031.
 4119         Section 145. For the purpose of incorporating the amendment
 4120  made by this act to section 675.104, Florida Statutes, in a
 4121  reference thereto, paragraph (j) of subsection (1) of section
 4122  675.103, Florida Statutes, is reenacted to read:
 4123         675.103 Definitions.—
 4124         (1) For purposes of this chapter:
 4125         (j) “Letter of credit” means a definite undertaking that
 4126  satisfies the requirements of s. 675.104 by an issuer to a
 4127  beneficiary at the request or for the account of an applicant
 4128  or, in the case of a financial institution, to itself or for its
 4129  own account, to honor a documentary presentation by payment or
 4130  delivery of an item of value.
 4131         Section 146. For the purpose of incorporating the amendment
 4132  made by this act to section 675.116, Florida Statutes, in a
 4133  reference thereto, subsection (2) of section 679.3061, Florida
 4134  Statutes, is reenacted to read:
 4135         679.3061 Law governing perfection and priority of security
 4136  interests in letter-of-credit rights.—
 4137         (2) For purposes of this part, an issuer’s jurisdiction or
 4138  nominated person’s jurisdiction is the jurisdiction whose law
 4139  governs the liability of the issuer or nominated person with
 4140  respect to the letter-of-credit right as provided in s. 675.116.
 4141         Section 147. For the purpose of incorporating the amendment
 4142  made by this act to section 677.106, Florida Statutes, in a
 4143  reference thereto, subsection (3) of section 672.103, Florida
 4144  Statutes, is reenacted to read:
 4145         672.103 Definitions and index of definitions.—
 4146         (3) The following definitions in other chapters apply to
 4147  this chapter:
 4148         “Check,” s. 673.1041.
 4149         “Consignee,” s. 677.102.
 4150         “Consignor,” s. 677.102.
 4151         “Consumer goods,” s. 679.1021.
 4152         “Control,” s. 677.106.
 4153         “Dishonor,” s. 673.5021.
 4154         “Draft,” s. 673.1041.
 4155         Section 148. For the purpose of incorporating the amendment
 4156  made by this act to section 677.106, Florida Statutes, in a
 4157  reference thereto, subsection (3) of section 674.104, Florida
 4158  Statutes, is reenacted to read:
 4159         674.104 Definitions and index of definitions.—
 4160         (3) The following definitions in other chapters apply to
 4161  this chapter:
 4162         “Acceptance,” s. 673.4091.
 4163         “Alteration,” s. 673.4071.
 4164         “Cashier’s check,” s. 673.1041.
 4165         “Certificate of deposit,” s. 673.1041.
 4166         “Certified check,” s. 673.4091.
 4167         “Check,” s. 673.1041.
 4168         “Control,” s. 677.106.
 4169         “Good faith,” s. 673.1031.
 4170         “Holder in due course,” s. 673.3021.
 4171         “Instrument,” s. 673.1041.
 4172         “Notice of dishonor,” s. 673.5031.
 4173         “Order,” s. 673.1031.
 4174         “Ordinary care,” s. 673.1031.
 4175         “Person entitled to enforce,” s. 673.3011.
 4176         “Presentment,” s. 673.5011.
 4177         “Promise,” s. 673.1031.
 4178         “Prove,” s. 673.1031.
 4179         “Teller’s check,” s. 673.1041.
 4180         “Unauthorized signature,” s. 673.4031.
 4181         Section 149. For the purpose of incorporating the amendment
 4182  made by this act to section 678.1061, Florida Statutes, in a
 4183  reference thereto, subsection (3) of section 678.5101, Florida
 4184  Statutes, is reenacted to read:
 4185         678.5101 Rights of purchaser of security entitlement from
 4186  entitlement holder.—
 4187         (3) In a case not covered by the priority rules in chapter
 4188  679, a purchaser for value of a security entitlement, or an
 4189  interest therein, who obtains control has priority over a
 4190  purchaser of a security entitlement, or an interest therein, who
 4191  does not obtain control. Except as otherwise provided in
 4192  subsection (4), purchasers who have control rank according to
 4193  priority in time of:
 4194         (a) The purchaser’s becoming the person for whom the
 4195  securities account, in which the security entitlement is
 4196  carried, is maintained, if the purchaser obtained control under
 4197  s. 678.1061(4)(a);
 4198         (b) The securities intermediary’s agreement to comply with
 4199  the purchaser’s entitlement orders with respect to security
 4200  entitlements carried or to be carried in the securities account
 4201  in which the security entitlement is carried, if the purchaser
 4202  obtained control under s. 678.1061(4)(b); or
 4203         (c) If the purchaser obtained control through another
 4204  person under s. 678.1061(4)(c), the time on which priority would
 4205  be based under this subsection if the other person were the
 4206  secured party.
 4207         Section 150. For the purpose of incorporating the amendment
 4208  made by this act to section 678.1061, Florida Statutes, in a
 4209  reference thereto, subsection (1) of section 679.1061, Florida
 4210  Statutes, is reenacted to read:
 4211         679.1061 Control of investment property.—
 4212         (1) A person has control of a certificated security,
 4213  uncertificated security, or security entitlement as provided in
 4214  s. 678.1061.
 4215         Section 151. For the purpose of incorporating the amendment
 4216  made by this act to section 679.2031, Florida Statutes, in a
 4217  reference thereto, subsection (3) of section 674.2101, Florida
 4218  Statutes, is reenacted to read:
 4219         674.2101 Security interest of collecting bank in items,
 4220  accompanying documents, and proceeds.—
 4221         (3) Receipt by a collecting bank of a final settlement for
 4222  an item is a realization on its security interest in the item,
 4223  accompanying documents, and proceeds. So long as the bank does
 4224  not receive final settlement for the item or give up possession
 4225  of the item or possession or control of the accompanying or
 4226  associated documents for purposes other than collection, the
 4227  security interest continues to that extent and is subject to
 4228  chapter 679, but:
 4229         (a) No security agreement is necessary to make the security
 4230  interest enforceable (s. 679.2031(2)(c)1.);
 4231         (b) No filing is required to perfect the security interest;
 4232  and
 4233         (c) The security interest has priority over conflicting
 4234  perfected security interests in the item, accompanying
 4235  documents, or proceeds.
 4236         Section 152. For the purpose of incorporating the amendment
 4237  made by this act to section 679.2031, Florida Statutes, in a
 4238  reference thereto, subsection (2) of section 675.1181, Florida
 4239  Statutes, is reenacted to read:
 4240         675.1181 Security interest of issuer or nominated person.—
 4241         (2) As long as and to the extent that an issuer or
 4242  nominated person has not been reimbursed or has not otherwise
 4243  recovered the value given with respect to a security interest in
 4244  a document under subsection (1), the security interest continues
 4245  and is subject to chapter 679, but a security agreement is not
 4246  necessary to make the security interest enforceable under s.
 4247  679.2031(2)(c):
 4248         (a) If the document is presented in a medium other than a
 4249  written or other tangible medium, the security interest is
 4250  perfected; and
 4251         (b) If the document is presented in a written or other
 4252  tangible medium and is not a certificated security, chattel
 4253  paper, a document of title, an instrument, or a letter of
 4254  credit, the security interest is perfected and has priority over
 4255  a conflicting security interest in the document so long as the
 4256  debtor does not have possession of the document.
 4257         Section 153. For the purpose of incorporating the amendment
 4258  made by this act to section 679.2031, Florida Statutes, in a
 4259  reference thereto, section 679.1101, Florida Statutes, is
 4260  reenacted to read:
 4261         679.1101 Security interests arising under chapter 672 or
 4262  chapter 680.—A security interest arising under s. 672.401, s.
 4263  672.505, s. 672.711(3), or s. 680.508(5) is subject to this
 4264  chapter. However, until the debtor obtains possession of the
 4265  goods:
 4266         (1) The security interest is enforceable, even if s.
 4267  679.2031(2)(c) has not been satisfied;
 4268         (2) Filing is not required to perfect the security
 4269  interest;
 4270         (3) The rights of the secured party after default by the
 4271  debtor are governed by chapter 672 or chapter 680; and
 4272         (4) The security interest has priority over a conflicting
 4273  security interest created by the debtor.
 4274         Section 154. For the purpose of incorporating the amendment
 4275  made by this act to section 679.2031, Florida Statutes, in a
 4276  reference thereto, subsection (2) of section 679.709, Florida
 4277  Statutes, is reenacted to read:
 4278         679.709 Priority.—
 4279         (2) For purposes of s. 679.322(1), the priority of a
 4280  security interest that becomes enforceable under s. 679.2031 of
 4281  this act dates from the time this act takes effect if the
 4282  security interest is perfected under this act by the filing of a
 4283  financing statement before this act takes effect which would not
 4284  have been effective to perfect the security interest under
 4285  chapter 679, Florida Statutes 2000. This subsection does not
 4286  apply to conflicting security interests each of which is
 4287  perfected by the filing of such a financing statement.
 4288         Section 155. For the purpose of incorporating the amendment
 4289  made by this act to section 679.210, Florida Statutes, in a
 4290  reference thereto, subsection (2) of section 679.602, Florida
 4291  Statutes, is reenacted to read:
 4292         679.602 Waiver and variance of rights and duties.—Except as
 4293  otherwise provided in s. 679.624, to the extent that they give
 4294  rights to a debtor or obligor and impose duties on a secured
 4295  party, the debtor or obligor may not waive or vary the rules
 4296  stated in the following listed sections:
 4297         (2) Section 679.210, which deals with requests for an
 4298  accounting and requests concerning a list of collateral and
 4299  statement of account;
 4300         Section 156. For the purpose of incorporating the amendment
 4301  made by this act to section 679.3141, Florida Statutes, in a
 4302  reference thereto, subsection (2) of section 679.329, Florida
 4303  Statutes, is reenacted to read:
 4304         679.329 Priority of security interests in letter-of-credit
 4305  right.—The following rules govern priority among conflicting
 4306  security interests in the same letter-of-credit right:
 4307         (2) Security interests perfected by control under s.
 4308  679.3141 rank according to priority in time of obtaining
 4309  control.
 4310         Section 157. For the purpose of incorporating the amendment
 4311  made by this act to section 679.3161, Florida Statutes, in a
 4312  reference thereto, subsection (3) of section 679.320, Florida
 4313  Statutes, is reenacted to read:
 4314         679.320 Buyer of goods.—
 4315         (3) To the extent that it affects the priority of a
 4316  security interest over a buyer of goods under subsection (2),
 4317  the period of effectiveness of a filing made in the jurisdiction
 4318  in which the seller is located is governed by s. 679.3161(1) and
 4319  (2).
 4320         Section 158. For the purpose of incorporating the amendment
 4321  made by this act to section 679.3171, Florida Statutes, in a
 4322  reference thereto, paragraph (b) of subsection (8) of section
 4323  727.109, Florida Statutes, is reenacted to read:
 4324         727.109 Power of the court.—The court shall have power to:
 4325         (8) Hear and determine any of the following actions brought
 4326  by the assignee, which she or he is empowered to maintain:
 4327         (b) Determine the validity, priority, and extent of a lien
 4328  or other interests in assets of the estate, or to subordinate or
 4329  avoid an unperfected security interest pursuant to the
 4330  assignee’s rights as a lien creditor under s. 679.3171.
 4331         Section 159. For the purpose of incorporating the
 4332  amendments made by this act to sections 679.3171 and 679.323,
 4333  Florida Statutes, in references thereto, subsection (3) of
 4334  section 680.307, Florida Statutes, is reenacted to read:
 4335         680.307 Priority of liens arising by attachment or levy on,
 4336  security interests in, and other claims to goods.—
 4337         (3) Except as otherwise provided in ss. 679.3171, 679.321,
 4338  and 679.323, a lessee takes a leasehold interest subject to a
 4339  security interest held by a creditor or lessor.
 4340         Section 160. For the purpose of incorporating the
 4341  amendments made by this act to sections 678.1061, 679.3131,
 4342  679.3141, and 679.323, Florida Statutes, in references thereto,
 4343  subsections (2), (5), and (7) of section 679.328, Florida
 4344  Statutes, are reenacted to read:
 4345         679.328 Priority of security interests in investment
 4346  property.—The following rules govern priority among conflicting
 4347  security interests in the same investment property:
 4348         (2) Except as otherwise provided in subsections (3) and
 4349  (4), conflicting security interests held by secured parties each
 4350  of which has control under s. 679.1061 rank according to
 4351  priority in time of:
 4352         (a) If the collateral is a security, obtaining control;
 4353         (b) If the collateral is a security entitlement carried in
 4354  a securities account and:
 4355         1. If the secured party obtained control under s.
 4356  678.1061(4)(a), the secured party’s becoming the person for
 4357  which the securities account is maintained;
 4358         2. If the secured party obtained control under s.
 4359  678.1061(4)(b), the securities intermediary’s agreement to
 4360  comply with the secured party’s entitlement orders with respect
 4361  to security entitlements carried or to be carried in the
 4362  securities account; or
 4363         3. If the secured party obtained control through another
 4364  person under s. 678.1061(4)(c), the time on which priority would
 4365  be based under this paragraph if the other person were the
 4366  secured party; or
 4367         (c) If the collateral is a commodity contract carried with
 4368  a commodity intermediary, the satisfaction of the requirement
 4369  for control specified in s. 679.1061(2)(b) with respect to
 4370  commodity contracts carried or to be carried with the commodity
 4371  intermediary.
 4372         (5) A security interest in a certificated security in
 4373  registered form which is perfected by taking delivery under s.
 4374  679.3131(1) and not by control under s. 679.3141 has priority
 4375  over a conflicting security interest perfected by a method other
 4376  than control.
 4377         (7) In all other cases, priority among conflicting security
 4378  interests in investment property is governed by ss. 679.322 and
 4379  679.323.
 4380         Section 161. For the purpose of incorporating the
 4381  amendments made by this act to sections 679.1041 and 679.3141,
 4382  Florida Statutes, in references thereto, subsections (1) and (2)
 4383  of section 679.327, Florida Statutes, are reenacted to read:
 4384         679.327 Priority of security interests in deposit account.
 4385  The following rules govern priority among conflicting security
 4386  interests in the same deposit account:
 4387         (1) A security interest held by a secured party having
 4388  control of the deposit account under s. 679.1041 has priority
 4389  over a conflicting security interest held by a secured party
 4390  that does not have control.
 4391         (2) Except as otherwise provided in subsections (3) and
 4392  (4), security interests perfected by control under s. 679.3141
 4393  rank according to priority in time of obtaining control.
 4394         Section 162. For the purpose of incorporating the
 4395  amendments made by this act to sections 679.2031 and 679.4041,
 4396  Florida Statutes, in a reference thereto, subsection (4) of
 4397  section 679.1091, Florida Statutes, is reenacted to read:
 4398         679.1091 Scope.—
 4399         (4) This chapter does not apply to:
 4400         (a) A landlord’s lien, other than an agricultural lien;
 4401         (b) A lien, other than an agricultural lien, given by
 4402  statute or other rule of law for services or materials, but s.
 4403  679.333 applies with respect to priority of the lien;
 4404         (c) An assignment of a claim for wages, salary, or other
 4405  compensation of an employee;
 4406         (d) A sale of accounts, chattel paper, payment intangibles,
 4407  or promissory notes as part of a sale of the business out of
 4408  which they arose;
 4409         (e) An assignment of accounts, chattel paper, payment
 4410  intangibles, or promissory notes which is for the purpose of
 4411  collection only;
 4412         (f) An assignment of a right to payment under a contract to
 4413  an assignee that is also obligated to perform under the
 4414  contract;
 4415         (g) An assignment of a single account, payment intangible,
 4416  or promissory note to an assignee in full or partial
 4417  satisfaction of a preexisting indebtedness;
 4418         (h) A transfer of an interest in or an assignment of a
 4419  claim under a policy of insurance, other than an assignment by
 4420  or to a health-care provider of a health-care-insurance
 4421  receivable and any subsequent assignment of the right to
 4422  payment, but ss. 679.3151 and 679.322 apply with respect to
 4423  proceeds and priorities in proceeds;
 4424         (i) An assignment of a right represented by a judgment,
 4425  other than a judgment taken on a right to payment that was
 4426  collateral;
 4427         (j) A right of recoupment or set-off, but:
 4428         1. Section 679.340 applies with respect to the
 4429  effectiveness of rights of recoupment or set-off against deposit
 4430  accounts; and
 4431         2. Section 679.4041 applies with respect to defenses or
 4432  claims of an account debtor;
 4433         (k) The creation or transfer of an interest in or lien on
 4434  real property, including a lease or rents thereunder, except to
 4435  the extent that provision is made for:
 4436         1. Liens on real property in ss. 679.2031 and 679.3081;
 4437         2. Fixtures in s. 679.334;
 4438         3. Fixture filings in ss. 679.5011, 679.5021, 679.512,
 4439  679.516, and 679.519; and
 4440         4. Security agreements covering personal and real property
 4441  in s. 679.604;
 4442         (l) An assignment of a claim arising in tort, other than a
 4443  commercial tort claim, but ss. 679.3151 and 679.322 apply with
 4444  respect to proceeds and priorities in proceeds;
 4445         (m) An assignment of a deposit account, other than a
 4446  nonnegotiable certificate of deposit, in a consumer transaction,
 4447  but ss. 679.3151 and 679.322 apply with respect to proceeds and
 4448  priorities in proceeds;
 4449         (n) Any transfer by a government or governmental unit; or
 4450         (o) A transfer or pledge of, or creation of a security
 4451  interest in, any interest or right or portion of any interest or
 4452  right in any storm-recovery property as defined in s. 366.8260.
 4453         Section 163. For the purpose of incorporating the amendment
 4454  made by this act to section 679.628, Florida Statutes, in a
 4455  reference thereto, subsection (3) of section 679.626, Florida
 4456  Statutes, is reenacted to read:
 4457         679.626 Action in which deficiency or surplus is in issue.
 4458  In an action arising from a transaction in which the amount of a
 4459  deficiency or surplus is in issue, the following rules apply:
 4460         (3) Except as otherwise provided in s. 679.628, if a
 4461  secured party fails to prove that the collection, enforcement,
 4462  disposition, or acceptance was conducted in accordance with the
 4463  provisions of this part relating to collection, enforcement,
 4464  disposition, or acceptance, the liability of a debtor or a
 4465  secondary obligor for a deficiency is limited to an amount by
 4466  which the sum of the secured obligation, reasonable expenses,
 4467  and, to the extent provided for by agreement and not prohibited
 4468  by law, attorney’s fees exceeds the greater of:
 4469         (a) The proceeds of the collection, enforcement,
 4470  disposition, or acceptance; or
 4471         (b) The amount of proceeds that would have been realized
 4472  had the noncomplying secured party proceeded in accordance with
 4473  the provisions of this part relating to collection, enforcement,
 4474  disposition, or acceptance.
 4475         Section 164. This act shall take effect July 1, 2025.