Florida Senate - 2025 CS for CS for SB 1666
By the Committees on Rules; and Commerce and Tourism; and
Senator Grall
595-03372-25 20251666c2
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 financing 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 letter
300 of-credit right, to incorporate the amendment made to
301 s. 679.3141, F.S., in a reference thereto; reenacting
302 s. 679.320(3), F.S., relating to buyer of goods, to
303 incorporate the amendment made to s. 679.3161, F.S.,
304 in a reference thereto; reenacting s. 727.109(8)(b),
305 F.S., relating to power of the court, to incorporate
306 the amendment made to s. 679.3171, F.S., in a
307 reference thereto; reenacting s. 680.307(3), F.S.,
308 relating to priority of liens arising by attachment or
309 levy on, security interests in, and other claims to
310 goods, to incorporate the amendments made to ss.
311 679.3171 and 679.323, F.S., in references thereto;
312 reenacting s. 679.328(2), (5), and (7), F.S., relating
313 to priority of security interests in investment
314 property, to incorporate the amendments made to ss.
315 678.1061, 679.3131, 679.3141, and 679.323, F.S., in
316 references thereto; reenacting s. 679.327(1) and (2),
317 F.S., relating to priority of security interests in
318 deposit account, to incorporate the amendments made to
319 ss. 679.1041 and 679.3141, F.S., in references
320 thereto; reenacting s. 679.1091(4), F.S., relating to
321 scope, to incorporate the amendments made to ss.
322 679.2031 and 679.4041, F.S., in references thereto;
323 reenacting s. 679.626(3), F.S., relating to action in
324 which deficiency or surplus is in issue, to
325 incorporate the amendment made to s. 679.628, F.S., in
326 a reference thereto; providing an effective date.
327
328 Be It Enacted by the Legislature of the State of Florida:
329
330 Section 1. The Division of Law Revision is directed to
331 create chapter 669, Florida Statutes, to be entitled “Uniform
332 Commercial Code: Controllable Electronic Records and
333 Transitional Provisions.”
334 Section 2. Part I of chapter 669, Florida Statutes,
335 consisting of ss. 669.101-669.107, Florida Statutes, is created
336 and entitled “Controllable Electronic Records.”
337 Section 3. Section 669.101, Florida Statutes, is created to
338 read:
339 669.101 Short title.—This part may be cited as “Uniform
340 Commercial Code—Controllable Electronic Records.”
341 Section 4. Section 669.102, Florida Statutes, is created to
342 read:
343 669.102 Definitions.—
344 (1) As used in this part, the term:
345 (a) “Central bank digital currency” has the same meaning as
346 provided in s. 671.201.
347 (b) “Controllable electronic record” means a record in an
348 electronic medium, subject to control under s. 669.105. The term
349 does not include a central bank digital currency, a controllable
350 account, a controllable payment intangible, a deposit account,
351 an electronic chattel paper, an electronic document of title,
352 electronic money, investment property, or a transferable record.
353 (c) “Qualifying purchaser” means a purchaser of a
354 controllable electronic record or an interest in a controllable
355 electronic record which obtains control of the controllable
356 electronic record for value, in good faith, and without notice
357 of a claim of a property right in the controllable electronic
358 record.
359 (d) “Transferable record” has the same meaning as provided
360 in:
361 1. Section 201(a)(1) of the Electronic Signatures in Global
362 and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or
363 2. Section 668.50(16)(a).
364 (e) “Value” has the meaning provided in s. 673.3031(1), as
365 if references in that subsection to an “instrument” were
366 references to a controllable account, controllable electronic
367 record, or controllable payment intangible. A controllable
368 electronic record is subject to control as specified in s.
369 669.105.
370 (2) The definitions in s. 679.1021 for the terms “account
371 debtor,” “chattel paper,” “controllable account,” “controllable
372 payment intangible,” “deposit account,” “electronic money,” and
373 “investment property” apply to this part.
374 (3) Chapter 671 contains general definitions and principles
375 of construction and interpretation applicable throughout this
376 part.
377 Section 5. Section 669.103, Florida Statutes, is created to
378 read:
379 669.103 Relation to chapter 679 and consumer laws.—
380 (1) If there is conflict between this part and chapter 679,
381 chapter 679 governs.
382 (2) A transaction subject to this part is subject to any
383 applicable rule of law that establishes a different rule for
384 consumers; any other law or regulation that regulates the rates,
385 charges, agreements, and practices for loans, credit sales, or
386 other extensions of credit; and chapter 501.
387 Section 6. Section 669.104, Florida Statutes, is created to
388 read:
389 669.104 Rights in controllable account, controllable
390 electronic record, and controllable payment intangible.—
391 (1) This section applies to the acquisition and purchase of
392 rights in a controllable account or controllable payment
393 intangible, including the rights and benefits under subsections
394 (3), (4), (5), (7), and (8) of a purchaser and qualifying
395 purchaser, in the same manner in which this section applies to a
396 controllable electronic record.
397 (2) In determining whether a purchaser of a controllable
398 account or a controllable payment intangible is a qualifying
399 purchaser, the purchaser obtains control of the account or
400 payment intangible if it obtains control of the controllable
401 electronic record that evidences the account or payment
402 intangible.
403 (3) Except as provided in this section, law other than this
404 part determines whether a person acquires a right in a
405 controllable electronic record and the right that the person
406 acquires.
407 (4) A purchaser of a controllable electronic record
408 acquires all rights in the controllable electronic record which
409 the transferor had, or had power to transfer, except that a
410 purchaser of a limited interest in a controllable electronic
411 record acquires rights only to the extent of the interest
412 purchased.
413 (5) A qualifying purchaser acquires its rights in the
414 controllable electronic record free of a claim of a property
415 right in the controllable electronic record.
416 (6) Except as provided in subsections (1) and (5) for a
417 controllable account and a controllable payment intangible or in
418 law other than this part, a qualifying purchaser takes a right
419 to payment, right to performance, or other interest in property
420 evidenced by the controllable electronic record subject to a
421 claim of a property right in the right to payment, right to
422 performance, or other interest in property.
423 (7) An action may not be asserted against a qualifying
424 purchaser based on both a purchase by the qualifying purchaser
425 of a controllable electronic record and a claim of a property
426 right in another controllable electronic record, regardless of
427 whether the action is framed in conversion, replevin,
428 constructive trust, equitable lien, or other theory.
429 (8) Filing of a financing statement under chapter 679 is
430 not notice of a claim of a property right in a controllable
431 electronic record.
432 Section 7. Section 669.105, Florida Statutes, is created to
433 read:
434 669.105 Control of controllable electronic record.—
435 (1) A person has control of a controllable electronic
436 record if the electronic record, a record attached to or
437 logically associated with the electronic record, or a system in
438 which the electronic record is recorded:
439 (a) Gives the person:
440 1. Power to avail itself of substantially all of the
441 benefit from the electronic record; and
442 2. Exclusive power, subject to paragraph (b), to:
443 a. Prevent others from availing themselves of substantially
444 all of the benefit from the electronic record; and
445 b. Transfer control of the electronic record to another
446 person or cause another person to obtain control of another
447 controllable electronic record as a result of the transfer of
448 the electronic record; and
449 (b) Enables the person to identify itself readily in any
450 way, including by name, identifying number, cryptographic key,
451 office, or account number, as having the powers specified in
452 paragraph (a).
453 (2) Except as provided in subsection (3), a power is
454 exclusive under sub-subparagraphs (1)(a)2.a. and b. even if:
455 (a) The controllable electronic record, a record attached
456 to or logically associated with the electronic record, or a
457 system in which the electronic record is recorded limits the use
458 of the electronic record or has a protocol programmed to cause a
459 change, including a transfer or loss of control or a
460 modification of benefits afforded by the electronic record; or
461 (b) The power is shared with another person.
462 (3) A power of a person is not shared with another person
463 under paragraph (2)(b) and the person’s power is not exclusive
464 if:
465 (a) The person can exercise the power only if the power
466 also is exercised by the other person; and
467 (b) The other person:
468 1. Can exercise the power without exercise of the power by
469 the person; or
470 2. Is the transferor to the person of an interest in the
471 controllable electronic record or a controllable account or
472 controllable payment intangible evidenced by the controllable
473 electronic record.
474 (4) If a person has the powers specified in sub
475 subparagraphs (1)(a)2.a. and b., the powers are presumed to be
476 exclusive.
477 (5) A person has control of a controllable electronic
478 record if another person, other than the transferor to the
479 person of an interest in the controllable electronic record or a
480 controllable account or controllable payment intangible
481 evidenced by the controllable electronic record:
482 (a) Has control of the electronic record and acknowledges
483 that it has control on behalf of the person; or
484 (b) Obtains control of the electronic record after having
485 acknowledged that it will obtain control of the electronic
486 record on behalf of the person.
487 (6) A person that has control under this section is not
488 required to acknowledge that it has control on behalf of another
489 person unless the person otherwise agrees or law other than this
490 part or chapter 679 provides otherwise.
491 (7) If a person acknowledges that it has or will obtain
492 control on behalf of another person, the person does not owe any
493 duty to the other person and is not required to confirm the
494 acknowledgment to any other person.
495 Section 8. Section 669.106, Florida Statutes, is created to
496 read:
497 669.106 Discharge of account debtor on controllable account
498 or controllable payment intangible.—
499 (1) An account debtor on a controllable account or
500 controllable payment intangible may discharge its obligation by
501 paying:
502 (a) The person having control of the controllable
503 electronic record that evidences the controllable account or
504 controllable payment intangible; or
505 (b) Except as provided in subsection (2), a person that
506 formerly had control of the controllable electronic record.
507 (2) Subject to subsection (4), the account debtor may not
508 discharge its obligation by paying a person that formerly had
509 control of the controllable electronic record if the account
510 debtor receives a notification that:
511 (a) Is signed by a person that formerly had control or the
512 person to which control was transferred;
513 (b) Reasonably identifies the controllable account or
514 controllable payment intangible;
515 (c) Notifies the account debtor that control of the
516 controllable electronic record that evidences the controllable
517 account or controllable payment intangible was transferred;
518 (d) Identifies the transferee, in any reasonable way,
519 including by name, identifying number, cryptographic key,
520 office, or account number; and
521 (e) Provides a commercially reasonable method by which the
522 account debtor is to pay the transferee.
523 (3) After receipt of a notification that complies with
524 subsection (2), the account debtor may discharge its obligation
525 by paying in accordance with the notification and may not
526 discharge the obligation by paying a person that formerly had
527 control.
528 (4) Subject to subsection (8), notification is ineffective
529 under subsection (2):
530 (a) Unless, before the notification is sent, the account
531 debtor and the person that, at that time, had control of the
532 controllable electronic record that evidences the controllable
533 account or controllable payment intangible agree in a signed
534 record to a commercially reasonable method by which a person may
535 furnish reasonable proof that control has been transferred;
536 (b) To the extent an agreement between the account debtor
537 and seller of a payment intangible limits the account debtor’s
538 duty to pay a person other than the seller and the limitation is
539 effective under law other than this part; or
540 (c) At the option of the account debtor, if the
541 notification notifies the account debtor to:
542 1. Divide a payment;
543 2. Make less than the full amount of an installment or
544 other periodic payment; or
545 3. Pay any part of a payment by more than one method or to
546 more than one person.
547 (5) Subject to subsection (8), if requested by the account
548 debtor, the person giving the notification under subsection (2)
549 must seasonably furnish reasonable proof that, using the method
550 in the agreement referred to in paragraph (4)(a), control of the
551 controllable electronic record has been transferred. Unless the
552 person complies with the request, the account debtor may
553 discharge its obligation by paying a person that formerly had
554 control, even if the account debtor has received a notification
555 under subsection (2).
556 (6) A person furnishes reasonable proof under subsection
557 (5) that control has been transferred if the person demonstrates
558 that, using the method in an agreement made under paragraph
559 (4)(a), the transferee has the power to:
560 (a) Avail itself of substantially all the benefit from the
561 controllable electronic record;
562 (b) Prevent others from availing themselves of
563 substantially all the benefit from the controllable electronic
564 record; and
565 (c) Transfer the powers specified in paragraphs (a) and (b)
566 to another person.
567 (7) Subject to subsection (8), an account debtor may not
568 waive or vary its rights under paragraph (4)(a) and subsection
569 (5) or its option under paragraph (4)(c).
570 (8) This section is subject to law other than this part
571 which establishes a different rule for an account debtor who is
572 an individual and who incurred the obligation primarily for
573 personal, family, or household purposes.
574 Section 9. Section 669.107, Florida Statutes, is created to
575 read:
576 669.107 Governing law.—
577 (1) Except as provided in subsection (2), the local law of
578 a controllable electronic record’s jurisdiction governs a matter
579 covered by this part.
580 (2) For a controllable electronic record that evidences a
581 controllable account or controllable payment intangible, the
582 local law of the controllable electronic record’s jurisdiction
583 governs a matter covered by s. 669.106 unless an effective
584 agreement determines that the local law of another jurisdiction
585 governs.
586 (3) The following rules determine a controllable electronic
587 record’s jurisdiction under this section:
588 (a) If the controllable electronic record, or a record
589 attached to or logically associated with the controllable
590 electronic record and readily available for review, expressly
591 provides that a particular jurisdiction is the controllable
592 electronic record’s jurisdiction for purposes of this part or
593 the Uniform Commercial Code, that jurisdiction is the
594 controllable electronic record’s jurisdiction.
595 (b) If paragraph (a) does not apply and the rules of the
596 system in which the controllable electronic record is recorded
597 are readily available for review and expressly provide that a
598 particular jurisdiction is the controllable electronic record’s
599 jurisdiction for purposes of this part or the Uniform Commercial
600 Code, that jurisdiction is the controllable electronic record’s
601 jurisdiction.
602 (c) If paragraphs (a) and (b) do not apply and the
603 controllable electronic record, or a record attached to or
604 logically associated with the controllable electronic record and
605 readily available for review, expressly provides that the
606 controllable electronic record is governed by the law of a
607 particular jurisdiction, that jurisdiction is the controllable
608 electronic record’s jurisdiction.
609 (d) If paragraphs (a), (b), and (c) do not apply and the
610 rules of the system in which the controllable electronic record
611 is recorded are readily available for review and expressly
612 provide that the controllable electronic record or the system is
613 governed by the law of a particular jurisdiction, that
614 jurisdiction is the controllable electronic record’s
615 jurisdiction.
616 (e) If paragraphs (a)-(d) do not apply, the controllable
617 electronic record’s jurisdiction is the District of Columbia.
618 (4) If paragraph (3)(e) applies, and Article 12 is not in
619 effect without material modification in the District of
620 Columbia, the governing law for a matter subject to this part is
621 the law of the District of Columbia as though Article 12 were in
622 effect without material modification in the District of
623 Columbia. For the purposes of this subsection, the term “Article
624 12” means Article 12 of the Uniform Commercial Code Amendments
625 (2022).
626 (5) To the extent subsections (1) and (2) provide that the
627 local law of the controllable electronic record’s jurisdiction
628 governs a matter covered by this part, that law governs even if
629 the matter or a transaction to which the matter relates does not
630 bear any relation to the controllable electronic record’s
631 jurisdiction.
632 (6) The rights acquired under s. 669.104 by a purchaser or
633 qualifying purchaser are governed by the law applicable under
634 this section at the time of purchase.
635 Section 10. Part II of chapter 669, Florida Statutes,
636 consisting of ss. 669.501-669.706, Florida Statutes, is created
637 and entitled “Transitional Provisions.”
638 Section 11. Section 669.501, Florida Statutes, is created
639 to read:
640 669.501 Short title.—This part may be cited as “Uniform
641 Commercial Code-Transitional Provisions.”
642 Section 12. Section 669.502, Florida Statutes, is created
643 to read:
644 669.502 Definitions.—As used in this part:
645 (1)(a) “Adjustment date” means July 1, 2026.
646 (b) “Article 12” means Article 12 of the Uniform Commercial
647 Code.
648 (c) “Article 12 property” means a controllable account,
649 controllable electronic record, or controllable payment
650 intangible.
651 (2) Other definitions applying to this chapter and the
652 sections in which they appear are:
653 “Controllable account,” s. 679.1021.
654 “Controllable electronic record,” s. 669.102.
655 “Controllable payment intangible,” s. 679.1021.
656 “Electronic money,” s. 679.1021.
657 “Financing statement,” s. 679.1021.
658 (3) The general definitions and principles of construction
659 and interpretation contained in chapter 671 apply to this part.
660 Section 13. Section 669.601, Florida Statutes, is created
661 to read:
662 669.601 Saving clause.—Except as otherwise provided in this
663 part, a transaction validly entered into before July 1, 2025,
664 and the rights, duties, and interests flowing from such
665 transaction remain valid thereafter and may be terminated,
666 completed, consummated, or enforced as required or permitted by
667 law other than the Uniform Commercial Code or, if applicable, by
668 the Uniform Commercial Code as though this act had not taken
669 effect.
670 Section 14. Section 669.701, Florida Statutes, is created
671 to read:
672 669.701 Saving clause.—
673 (1) Except as provided in this part, chapter 679 as it
674 existed on July 1, 2025, and Article 12 apply to a transaction,
675 lien, or other interest in property, even if the transaction,
676 lien, or interest was entered into, created, or acquired before
677 July 1, 2025.
678 (2) Except as provided in subsection (3) and ss. 669.702
679 669.706, both of the following apply:
680 (a) A transaction, lien, or interest in property that was
681 validly entered into, created, or transferred before July 1,
682 2025, and that was not governed by the Uniform Commercial Code
683 but would be subject to chapter 679 as it existed on July 1,
684 2025, or to Article 12 if the transaction had been entered into,
685 created, or transferred on or after July 1, 2025, including the
686 rights, duties, and interests flowing from the transaction,
687 lien, or interest, remains valid on and after July 1, 2025.
688 (b) The transaction, lien, or interest may be terminated,
689 completed, consummated, and enforced as required or permitted by
690 this part or by the law that would apply if this part had not
691 taken effect.
692 (3) This section does not affect an action, a case, or a
693 proceeding commenced before July 1, 2025.
694 Section 15. Section 669.702, Florida Statutes, is created
695 to read:
696 669.702 Security interest perfected before effective date.—
697 (1) A security interest that is enforceable and perfected
698 immediately before July 1, 2025, is a perfected security
699 interest under this act if, on July 1, 2025, the requirements
700 for enforceability and perfection under this section are fully
701 satisfied without further action.
702 (2) If a security interest is enforceable and perfected
703 immediately before July 1, 2025, but the requirements for
704 enforceability or perfection under this act are not satisfied by
705 July 1, 2025, all of the following apply to the security
706 interest:
707 (a) It is a perfected security interest until the earlier
708 of the time perfection would have ceased under the law in effect
709 immediately before July 1, 2025, or the adjustment date.
710 (b) It remains enforceable thereafter only if the security
711 interest satisfies the requirements for enforceability under s.
712 679.2031, as it existed on July 1, 2025, before the adjustment
713 date.
714 (c) It remains perfected thereafter only if the
715 requirements for perfection under this section are satisfied
716 immediately before July 1, 2025.
717 Section 16. Section 669.703, Florida Statutes, is created
718 to read:
719 669.703 Security interest unperfected before effective
720 date.—A security interest that is enforceable immediately before
721 July 1, 2025, but is unperfected by that date:
722 (1) Remains an enforceable security interest until the
723 adjustment date;
724 (2) Remains enforceable thereafter if the security interest
725 becomes enforceable under s. 679.2031, as it existed on July 1,
726 2025, or before the adjustment date; and
727 (3) Becomes perfected:
728 (a) Without further action, by July 1, 2025, if the
729 requirements for perfection under this act are satisfied on or
730 before that date; or
731 (b) When the requirements for perfection are satisfied, if
732 satisfaction occurs after July 1, 2025.
733 Section 17. Section 669.704, Florida Statutes, is created
734 to read:
735 669.704 Effectiveness of actions taken before effective
736 date.—
737 (1) If action, other than the filing of a financing
738 statement, is taken before July 1, 2025, and the action would
739 have resulted in perfection of the security interest had the
740 security interest become enforceable before July 1, 2025, the
741 action is effective to perfect a security interest that attaches
742 under this part before the adjustment date. An attached security
743 interest becomes unperfected on the adjustment date unless the
744 security interest becomes a perfected security interest under
745 this part before the adjustment date.
746 (2) The filing of a financing statement before July 1,
747 2025, is effective to perfect a security interest on July 1,
748 2025, to the extent the filing would satisfy the requirements
749 for perfection under this part.
750 (3) Action taken before July 1, 2025, is sufficient for the
751 enforceability of a security interest as of July 1, 2025, if the
752 action satisfies the requirements for enforceability under this
753 part.
754 Section 18. Section 669.705, Florida Statutes, is created
755 to read:
756 669.705 Priority.—
757 (1) Subject to subsections (2) and (3), this section
758 determines the priority of conflicting claims to collateral.
759 (2) Subject to subsection (3), if the priority of claims to
760 collateral was established before July 1, 2025, chapter 679 as
761 in effect before July 1, 2025, determines priority.
762 (3) On the adjustment date, to the extent the priorities
763 determined by chapter 679 as amended by this part modify the
764 priorities established before July 1, 2025, the priorities of
765 claims to Article 12 property and electronic money established
766 before July 1, 2025, cease to apply.
767 Section 19. Section 669.706, Florida Statutes, is created
768 to read:
769 669.706 Priority of claims when priority rules of chapter
770 679 do not apply.—
771 (1) Subject to subsections (2) and (3), Article 12
772 determines the priority of conflicting claims to Article 12
773 property when the priority rules of chapter 679 as amended by
774 this act do not apply.
775 (2) Subject to subsection (3), when the priority rules of
776 chapter 679 as amended by this act do not apply and the
777 priorities of claims to Article 12 property were established
778 before July 1, 2025, law other than Article 12 determines
779 priority.
780 (3) When the priority rules of chapter 679 as amended by
781 this part do not apply, to the extent the priorities determined
782 by this act modify the priorities established as of July 1,
783 2025, the priorities of claims to Article 12 property
784 established before July 1, 2025, cease to apply on the
785 adjustment date.
786 Section 20. Paragraph (c) of subsection (1) of section
787 670.103, Florida Statutes, is amended to read:
788 670.103 Payment order: definitions.—
789 (1) In this chapter, the term:
790 (c) “Payment order” means an instruction of a sender to a
791 receiving bank, transmitted orally or in a record,
792 electronically, or in writing, to pay, or to cause another bank
793 to pay, a fixed or determinable amount of money to a beneficiary
794 if:
795 1. The instruction does not state a condition to payment to
796 the beneficiary other than time of payment;
797 2. The receiving bank is to be reimbursed by debiting an
798 account of, or otherwise receiving payment from, the sender; and
799 3. The instruction is transmitted by the sender directly to
800 the receiving bank or to an agent, funds-transfer system, or
801 communication system for transmittal to the receiving bank.
802 Section 21. Section 670.201, Florida Statutes, is amended
803 to read:
804 670.201 Security procedure.—For purposes of this section,
805 the term “security procedure” means a procedure established by
806 agreement of a customer and a receiving bank for the purpose of:
807 (1) Verifying that a payment order or communication
808 amending or canceling a payment order is that of the customer;
809 or
810 (2) Detecting error in the transmission or the content of
811 the payment order or communication.
812
813 A security procedure may impose an obligation on the receiving
814 bank or the customer and may require the use of algorithms or
815 other codes, identifying words, or numbers, symbols, sounds,
816 biometrics, encryption, callback procedures, or similar security
817 devices. Comparison of a signature on a payment order or
818 communication with an authorized specimen signature of the
819 customer or requiring a payment order to be sent from a known e
820 mail address, Internet protocol address, or telephone number is
821 not by itself a security procedure.
822 Section 22. Subsections (2) and (3) of section 670.202,
823 Florida Statutes, are amended, and subsection (6) of that
824 section is republished, to read:
825 670.202 Authorized and verified payment orders.—
826 (2) If a bank and its customer have agreed that the
827 authenticity of payment orders issued to the bank in the name of
828 the customer as sender will be verified pursuant to a security
829 procedure, a payment order received by the receiving bank is
830 effective as the order of the customer, whether or not
831 authorized, if the security procedure is a commercially
832 reasonable method of providing security against unauthorized
833 payment orders and the bank proves that it accepted the payment
834 order in good faith and in compliance with the bank’s
835 obligations under the security procedure and any written
836 agreement or instruction of the customer, evidenced by a record,
837 restricting acceptance of payment orders issued in the name of
838 the customer. The bank is not required to follow an instruction
839 that violates an a written agreement with the customer,
840 evidenced by a record, or notice of which is not received at a
841 time and in a manner affording the bank a reasonable opportunity
842 to act on it before the payment order is accepted.
843 (3) The commercial reasonableness of a security procedure
844 is a question of law to be determined by considering the wishes
845 of the customer expressed to the bank; the circumstances of the
846 customer known to the bank, including the size, type, and
847 frequency of payment orders normally issued by the customer to
848 the bank; alternative security procedures offered to the
849 customer; and security procedures in general use by customers
850 and receiving banks similarly situated. A security procedure is
851 deemed to be commercially reasonable if:
852 (a) The security procedure was chosen by the customer after
853 the bank offered, and the customer refused, a security procedure
854 that was commercially reasonable for that customer; and
855 (b) The customer expressly agreed in a record writing to be
856 bound by any payment order, whether or not authorized, issued in
857 its name and accepted by the bank in compliance with the bank’s
858 obligations under the security procedure chosen by the customer.
859 (6) Except as provided in this section and in s.
860 670.203(1)(a), rights and obligations arising under this section
861 or s. 670.203 may not be varied by agreement.
862 Section 23. Paragraph (a) of subsection (1) of section
863 670.203, Florida Statutes, is amended to read:
864 670.203 Unenforceability of certain verified payment
865 orders.—
866 (1) If an accepted payment order is not, under s.
867 670.202(1), an authorized order of a customer identified as
868 sender, but is effective as an order of the customer pursuant to
869 s. 670.202(2), the following rules apply:
870 (a) By express written agreement evidenced by a record, the
871 receiving bank may limit the extent to which it is entitled to
872 enforce or retain payment of the payment order.
873 Section 24. Paragraph (b) of subsection (3) of section
874 670.207, Florida Statutes, is amended to read:
875 670.207 Misdescription of beneficiary.—
876 (3) If a payment order described in subsection (2) is
877 accepted, the originator’s payment order described the
878 beneficiary inconsistently by name and number, and the
879 beneficiary’s bank pays the person identified by number as
880 permitted by paragraph (2)(a), the following rules apply:
881 (b) If the originator is not a bank and proves that the
882 person identified by number was not entitled to receive payment
883 from the originator, the originator is not obliged to pay its
884 order unless the originator’s bank proves that the originator,
885 before acceptance of the originator’s order, had notice that
886 payment of a payment order issued by the originator might be
887 made by the beneficiary’s bank on the basis of an identifying or
888 bank account number even if it identifies a person different
889 from the named beneficiary. Proof of notice may be made by any
890 admissible evidence. The originator’s bank satisfies the burden
891 of proof if it proves that the originator, before the payment
892 order was accepted, signed a record writing stating the
893 information to which the notice relates.
894 Section 25. Paragraph (b) of subsection (2) of section
895 670.208, Florida Statutes, is amended to read:
896 670.208 Misdescription of intermediary bank or
897 beneficiary’s bank.—
898 (2) This subsection applies to a payment order identifying
899 an intermediary bank or the beneficiary’s bank both by name and
900 an identifying number if the name and number identify different
901 persons.
902 (b) If the sender is not a bank and the receiving bank
903 proves that the sender, before the payment order was accepted,
904 had notice that the receiving bank might rely on the number as
905 the proper identification of the intermediary or beneficiary’s
906 bank even if it identifies a person different from the bank
907 identified by name, the rights and obligations of the sender and
908 the receiving bank are governed by paragraph (a), as though the
909 sender were a bank. Proof of notice may be made by any
910 admissible evidence. The receiving bank satisfies the burden of
911 proof if it proves that the sender, before the payment order was
912 accepted, signed a record writing stating the information to
913 which the notice relates.
914 Section 26. Subsection (1) of section 670.21, Florida
915 Statutes, is amended to read:
916 670.21 Rejection of payment order.—
917 (1) A payment order is rejected by the receiving bank by a
918 notice of rejection transmitted to the sender orally,
919 electronically, or in a record writing. A notice of rejection
920 need not use any particular words and is sufficient if it
921 indicates that the receiving bank is rejecting the order or will
922 not execute or pay the order. Rejection is effective when the
923 notice is given if transmission is by a means that is reasonable
924 in the circumstances. If notice of rejection is given by a means
925 that is not reasonable, rejection is effective when the notice
926 is received. If an agreement of the sender and receiving bank
927 establishes the means to be used to reject a payment order:
928 (a) Any means complying with the agreement is reasonable;
929 and
930 (b) Any means not complying is not reasonable unless no
931 significant delay in receipt of the notice resulted from the use
932 of the noncomplying means.
933 Section 27. Subsection (1) of section 670.211, Florida
934 Statutes, is amended to read:
935 670.211 Cancellation and amendment of payment order.—
936 (1) A communication of the sender of a payment order
937 canceling or amending the order may be transmitted to the
938 receiving bank orally, electronically, or in a record writing.
939 If a security procedure is in effect between the sender and the
940 receiving bank, the communication is not effective to cancel or
941 amend the order unless the communication is verified pursuant to
942 the security procedure or the bank agrees to the cancellation or
943 amendment.
944 Section 28. Subsections (3) and (4) of section 670.305,
945 Florida Statutes, are amended to read:
946 670.305 Liability for late or improper execution or failure
947 to execute payment order.—
948 (3) In addition to the amounts payable under subsections
949 (1) and (2), damages, including consequential damages, are
950 recoverable to the extent provided in an express written
951 agreement of the receiving bank, evidenced by a record.
952 (4) If a receiving bank fails to execute a payment order it
953 was obliged by express agreement to execute, the receiving bank
954 is liable to the sender for its expenses in the transaction and
955 for incidental expenses and interest losses resulting from the
956 failure to execute. Additional damages, including consequential
957 damages, are recoverable to the extent provided in an express
958 written agreement of the receiving bank, evidenced by a record,
959 but are not otherwise recoverable.
960 Section 29. Part VI of chapter 670, Florida Statutes,
961 consisting of s. 670.601, Florida Statutes, is created and
962 entitled “Transitional Provisions.”
963 Section 30. Section 670.601, Florida Statutes, is created
964 to read:
965 670.601 Saving clause.—Except as provided in ss. 669.501
966 669.706, a transaction validly entered into before July 1, 2025,
967 and the rights, duties, and interests flowing from such
968 transaction remain valid thereafter and may be terminated,
969 completed, consummated, or enforced as required or permitted by
970 law other than the Uniform Commercial Code or, if applicable,
971 the Uniform Commercial Code as though this act had not taken
972 effect.
973 Section 31. Subsection (1) of section 671.101, Florida
974 Statutes, is amended to read:
975 671.101 Short title; scope of chapter.—
976 (1) Chapters 669-680 670-680 may be cited as the “Uniform
977 Commercial Code” or “code.”
978 Section 32. Present paragraphs (a) through (g) of
979 subsection (2) of section 671.105, Florida Statutes, are
980 redesignated as paragraphs (b) through (h), respectively, a new
981 paragraph (a) is added to that subsection, and present
982 paragraphs (d) and (e) of that subsection are reenacted, to
983 read:
984 671.105 Territorial application of the code; parties’ power
985 to choose applicable law.—
986 (2) When one of the following provisions of this code
987 specifies the applicable law, that provision governs; and a
988 contrary agreement is effective only to the extent permitted by
989 the law (including the conflict-of-laws rules) so specified:
990 (a) Governing law in the chapter on controllable electronic
991 records. (s. 669.107).
992 (e)(d) Applicability of the chapter on letters of credit.
993 (s. 675.116)
994 (f)(e) Applicability of the chapter on investment
995 securities. (s. 678.1101)
996 Section 33. Section 671.107, Florida Statutes, is amended
997 to read:
998 671.107 Waiver or renunciation of claim or right after
999 breach.—A claim or right arising out of an alleged breach can be
1000 discharged in whole or in part without consideration by
1001 agreement of the aggrieved party in a signed an authenticated
1002 record.
1003 Section 34. Present subsections (18) through (47) of
1004 section 671.201, Florida Statutes, are redesignated as
1005 subsections (19) through (48), respectively, a new subsection
1006 (18) is added to that section, and subsections (11) and (16) and
1007 present subsections (22), (26), (27), (31), (40), and (41) of
1008 that section are amended, to read:
1009 671.201 General definitions.—Unless the context otherwise
1010 requires, words or phrases defined in this section, or in the
1011 additional definitions contained in other chapters of this code
1012 which apply to particular chapters or parts thereof, have the
1013 meanings stated. Subject to definitions contained in other
1014 chapters of this code which apply to particular chapters or
1015 parts thereof, the term:
1016 (11) “Conspicuous,” with reference to a term, means so
1017 written, displayed, or presented that, based on the totality of
1018 the circumstances, a reasonable person against which it is to
1019 operate ought to have noticed it. Whether a term is
1020 “conspicuous” is a decision for the court. Conspicuous terms
1021 include the following:
1022 (a) A heading in capitals equal to or greater in size than
1023 the surrounding text, or in contrasting type, font, or color to
1024 the surrounding text of the same or lesser size; and
1025 (b) Language in the body of a record or display in larger
1026 type than the surrounding text or set off from surrounding text
1027 of the same size by symbols or other marks that call attention
1028 to the language.
1029 (16) “Delivery,” with respect to an electronic document of
1030 title, means voluntary transfer of control and, “delivery,” with
1031 respect to instruments, tangible document of title, or an
1032 authoritative tangible copy of a record evidencing chattel
1033 paper, or certificated securities, means voluntary transfer of
1034 possession.
1035 (18) “Electronic” means relating to technology having
1036 electrical, digital, magnetic, wireless, optical,
1037 electromagnetic, or similar capabilities.
1038 (23)(22) “Holder” means:
1039 (a) The person in possession of a negotiable instrument
1040 that is payable either to bearer or to an identified person that
1041 is the person in possession;
1042 (b) The person in possession of a negotiable tangible
1043 document of title if the goods are deliverable either to bearer
1044 or to the order of the person in possession; or
1045 (c) The person in control, other than pursuant to s.
1046 677.106(7), of a negotiable electronic document of title.
1047 (27)(26) Subject to subsection (29) (28), a person has
1048 “notice” of a fact if the person:
1049 (a) Has actual knowledge of it;
1050 (b) Has received a notice or notification of it; or
1051 (c) From all the facts and circumstances known to the
1052 person at the time in question, has reason to know that it
1053 exists. A person “knows” or has “knowledge” of a fact when the
1054 person has actual knowledge of it. “Discover” or “learn” or a
1055 word or phrase of similar import refers to knowledge rather than
1056 to reason to know. The time and circumstances under which a
1057 notice or notification may cease to be effective are not
1058 determined by this section.
1059 (28)(27) A person “notifies” or “gives” a notice or
1060 notification to another person by taking such steps as may be
1061 reasonably required to inform the other person in ordinary
1062 course, whether or not the other person actually comes to know
1063 of it. Subject to subsection (29) (28), a person “receives” a
1064 notice or notification when:
1065 (a) It comes to that person’s attention; or
1066 (b) It is duly delivered in a form reasonable under the
1067 circumstances at the place of business through which the
1068 contract was made or at another location held out by that person
1069 as the place for receipt of such communications.
1070 (32)(31) “Person” means an individual; corporation;
1071 business trust; estate; trust; partnership; limited liability
1072 company; association; joint venture; government; governmental
1073 subdivision, agency, or instrumentality; public corporation; or
1074 any other legal or commercial entity. The term includes a
1075 protected series, however denominated, of an entity if the
1076 protected series is established under law other than the Uniform
1077 Commercial Code which limits, or conditionally limits if
1078 conditions specified under the law are satisfied, the ability of
1079 a creditor of the entity or of any other protected series of the
1080 entity to satisfy a claim from assets of the protected series.
1081 (41)(40) “Send,” in connection with a writing, record, or
1082 notification notice, means:
1083 (a) To deposit in the mail, or deliver for transmission, or
1084 transmit by any other usual means of communication, with postage
1085 or cost of transmission provided for and properly addressed and,
1086 in the case of an instrument, to an address specified thereon or
1087 otherwise agreed or, if there be none, to any address reasonable
1088 under the circumstances; or
1089 (b) To cause the record or notification to be received
1090 within the time it would have been received if properly sent
1091 under paragraph (a) In any other way to cause to be received any
1092 record or notice within the time it would have arrived if
1093 properly sent.
1094 (42)(41) “Sign,” “signing,” “signed,” or “signature” means,
1095 with present intent to authenticate or adopt a record, to:
1096 (a) Execute or adopt a tangible symbol; or
1097 (b) Attach to or logically associate with the record an
1098 electronic symbol, sound, or process means bearing any symbol
1099 executed or adopted by a party with present intention to adopt
1100 or accept a writing.
1101 Section 35. Section 671.211, Florida Statutes, is amended
1102 to read:
1103 671.211 Value.—Except as otherwise provided with respect to
1104 negotiable instruments and bank collections as provided in
1105 chapter 669 and ss. 673.3031, 674.2101, and 674.2111, a person
1106 gives value for rights if the person acquires them:
1107 (1) In return for a binding commitment to extend credit or
1108 for the extension of immediately available credit whether or not
1109 drawn upon and whether or not a charge-back is provided for in
1110 the event of difficulties in collection;
1111 (2) As security for, or in total or partial satisfaction
1112 of, a preexisting claim;
1113 (3) By accepting delivery under a preexisting contract for
1114 purchase; or
1115 (4) In return for any consideration sufficient to support a
1116 simple contract.
1117 Section 36. Part IV of chapter 671, Florida Statutes,
1118 consisting of s. 671.401, Florida Statutes, is created and
1119 entitled “Transitional Provisions.”
1120 Section 37. Section 671.401, Florida Statutes, is created
1121 to read:
1122 671.401 Saving clause.—Except as provided in ss. 669.501
1123 669.706, a transaction validly entered into before July 1, 2025,
1124 and the rights, duties, and interests flowing from such
1125 transaction remain valid thereafter and may be terminated,
1126 completed, consummated, or enforced as required or permitted by
1127 law other than the Uniform Commercial Code or, if applicable, by
1128 the Uniform Commercial Code as though this act had not taken
1129 effect.
1130 Section 38. Section 672.102, Florida Statutes, is amended
1131 to read:
1132 672.102 Scope; certain security and other transactions
1133 excluded from this chapter.—
1134 (1) Unless the context otherwise requires, and except as
1135 provided in subsection (2), this chapter applies to transactions
1136 in goods and, in the case of a hybrid transaction:
1137 (a) If the sale-of-goods aspects do not predominate, only
1138 those provisions of this chapter which relate primarily to the
1139 sale-of-goods aspects of the transaction apply, and those
1140 provisions that relate primarily to the transaction as a whole
1141 do not apply.
1142 (b) If the sale-of-goods aspects predominate, this chapter
1143 applies to the transaction but does not preclude application in
1144 appropriate circumstances of other law to aspects of the
1145 transaction which do not relate to the sale of goods.
1146 (2) This chapter does not do the following:
1147 (a) Apply to a transaction that, even though in the form of
1148 an unconditional contract to sell or present sale, operates only
1149 to create a security interest.
1150 (b) Impair or repeal a statute regulating sales to
1151 consumers, farmers, or other specified classes of buyers; it
1152 does not apply to any transaction which although in the form of
1153 an unconditional contract to sell or present sale is intended to
1154 operate only as a security transaction nor does this chapter
1155 impair or repeal any statute regulating sales to consumers,
1156 farmers or other specified classes of buyers.
1157 Section 39. Section 672.106, Florida Statutes, is amended
1158 to read:
1159 672.106 Definitions: “contract”; “agreement”; “contract for
1160 sale”; “sale”; “present sale”; “conforming” to contract;
1161 “termination”; “cancellation.”; “hybrid transaction.”—
1162 (1) In this chapter, unless the context clearly requires
1163 otherwise, the meaning of the terms requires “contract” and
1164 “agreement” is are limited to those contracts and agreements
1165 relating to the present or future sale of goods. The term
1166 “contract for sale” includes both a present sale of goods and a
1167 contract to sell goods at a future time. A “sale” consists in
1168 the passing of title from the seller to the buyer for a price
1169 (s. 672.401). A “present sale” means a sale which is
1170 accomplished by the making of the contract.
1171 (2) Goods or conduct including any part of a performance
1172 are “conforming” or conform to the contract when they are in
1173 accordance with the obligations under the contract.
1174 (3) “Termination” occurs when either party pursuant to a
1175 power created by agreement or law puts an end to the contract
1176 otherwise than for its breach. Upon On termination, all
1177 obligations that which are still executory on both sides are
1178 discharged but any right based on prior breach or performance
1179 survives.
1180 (4) “Cancellation” occurs when either party puts an end to
1181 the contract for breach by the other and its effect is the same
1182 as that of “termination” except that the canceling party also
1183 retains any remedy for breach of the whole contract or any
1184 unperformed balance.
1185 (5) The term “hybrid transaction” means a single
1186 transaction involving a sale of goods and any of the following:
1187 (a) The provision of services.
1188 (b) A lease of other goods.
1189 (c) A sale, lease, or license of property other than goods.
1190 Section 40. Subsections (1) and (2) of section 672.201,
1191 Florida Statutes, are amended to read:
1192 672.201 Formal requirements; statute of frauds.—
1193 (1) Except as otherwise provided in this section a contract
1194 for the sale of goods for the price of $500 or more is not
1195 enforceable by way of action or defense unless there is a record
1196 some writing sufficient to indicate that a contract for sale has
1197 been made between the parties and signed by the party against
1198 whom enforcement is sought or by the party’s his or her
1199 authorized agent or broker. A record writing is not insufficient
1200 because it omits or incorrectly states a term agreed upon but
1201 the contract is not enforceable under this subsection paragraph
1202 beyond the quantity of goods shown in the record such writing.
1203 (2) Between merchants if within a reasonable time a record
1204 writing in confirmation of the contract and sufficient against
1205 the sender is received and the party receiving it has reason to
1206 know its contents, it satisfies the requirements of subsection
1207 (1) against the such party unless written notice in a record of
1208 objection to its contents is given within 10 days after it is
1209 received.
1210 Section 41. Section 672.202, Florida Statutes, is amended
1211 to read:
1212 672.202 Final written expression; parol or extrinsic
1213 evidence.—Terms with respect to which the confirmatory memoranda
1214 of the parties agree or which are otherwise set forth in a
1215 record writing intended by the parties as a final expression of
1216 their agreement with respect to such terms as are included
1217 therein may not be contradicted by evidence of any prior
1218 agreement or of a contemporaneous oral agreement but may be
1219 explained or supplemented:
1220 (1) By course of dealing or usage of trade (s. 671.205) or
1221 by course of performance (s. 672.208); and
1222 (2) By evidence of consistent additional terms unless the
1223 court finds the record writing to have been intended also as a
1224 complete and exclusive statement of the terms of the agreement.
1225 Section 42. Section 672.203, Florida Statutes, is amended
1226 to read:
1227 672.203 Seals inoperative.—The affixing of a seal to a
1228 record writing evidencing a contract for sale or an offer to buy
1229 or sell goods does not constitute a record the writing a sealed
1230 instrument and the law with respect to sealed instruments does
1231 not apply to such a contract or offer.
1232 Section 43. Section 672.205, Florida Statutes, is amended
1233 to read:
1234 672.205 Firm offers.—An offer by a merchant to buy or sell
1235 goods in a signed record writing which by its terms gives
1236 assurance that it will be held open is not revocable, for lack
1237 of consideration, during the time stated or if no time is stated
1238 for a reasonable time, but in no event may such period of
1239 irrevocability exceed 3 months; but any such term of assurance
1240 on a form supplied by the offeree must be separately signed by
1241 the offeror.
1242 Section 44. Subsection (2) of section 672.209, Florida
1243 Statutes, is amended to read:
1244 672.209 Modification, rescission, and waiver.—
1245 (2) A signed agreement which excludes modification or
1246 rescission except by a signed writing or other signed record
1247 cannot be otherwise modified or rescinded, but except as between
1248 merchants such a requirement on a form supplied by the merchant
1249 must be separately signed by the other party.
1250 Section 45. Part VIII of chapter 672, Florida Statutes,
1251 consisting of s. 672.801, Florida Statutes, is created and
1252 entitled “Transitional Provisions.”
1253 Section 46. Section 672.801, Florida Statutes, is created
1254 to read:
1255 672.801 Saving clause.—Except as provided in ss. 669.501
1256 669.706, a transaction validly entered into before July 1, 2025,
1257 and the rights, duties, and interests flowing from such
1258 transaction remain valid thereafter and may be terminated,
1259 completed, consummated, or enforced as required or permitted by
1260 law other than the Uniform Commercial Code or, if applicable, by
1261 the Uniform Commercial Code as though this act had not taken
1262 effect.
1263 Section 47. Subsection (1) of section 673.1041, Florida
1264 Statutes, is amended to read:
1265 673.1041 Negotiable instrument.—
1266 (1) Except as provided in subsections (3), (4), and (11),
1267 the term “negotiable instrument” means an unconditional promise
1268 or order to pay a fixed amount of money, with or without
1269 interest or other charges described in the promise or order, if
1270 it:
1271 (a) Is payable to bearer or to order at the time it is
1272 issued or first comes into possession of a holder;
1273 (b) Is payable on demand or at a definite time; and
1274 (c) Does not state any other undertaking or instruction by
1275 the person promising or ordering payment to do any act in
1276 addition to the payment of money, but the promise or order may
1277 contain:
1278 1. An undertaking or power to give, maintain, or protect
1279 collateral to secure payment;
1280 2. An authorization or power to the holder to confess
1281 judgment or realize on or dispose of collateral; or
1282 3. A waiver of the benefit of any law intended for the
1283 advantage or protection of an obligor;
1284 4. A term that specifies the law that governs the promise
1285 or order; or
1286 5. An undertaking to resolve, in a specified forum, a
1287 dispute concerning the promise or order.
1288 Section 48. Subsection (1) of section 673.1051, Florida
1289 Statutes, is amended to read:
1290 673.1051 Issue of instrument.—
1291 (1) The term “issue” means:
1292 (a) The first delivery of an instrument by the maker or
1293 drawer, whether to a holder or nonholder, for the purpose of
1294 giving rights on the instrument to any person; or
1295 (b) If agreed to by the payee, the first transmission by
1296 the drawer to the payee of an image of an item and information
1297 derived from the item which enables the depositary bank to
1298 collect the item under federal law by transferring or presenting
1299 an electronic check.
1300 Section 49. Section 673.4011, Florida Statutes, is amended
1301 to read:
1302 673.4011 Signature.—
1303 (1) A person is not liable on an instrument unless:
1304 (a) the person signed the instrument; or
1305 (b) the person is represented by an agent or representative
1306 who signed the instrument, and the signature is binding on the
1307 represented person under s. 673.4021.
1308 (2) A signature may be made:
1309 (a) Manually or by means of a device or machine; and
1310 (b) By the use of any name, including a trade or assumed
1311 name, or by a word, mark, or symbol executed or adopted by a
1312 person with present intention to authenticate a writing.
1313 Section 50. Subsection (1) of section 673.6041, Florida
1314 Statutes, is amended to read:
1315 673.6041 Discharge by cancellation or renunciation.—
1316 (1) A person entitled to enforce an instrument, with or
1317 without consideration, may discharge the obligation of a party
1318 to pay the instrument:
1319 (a) By an intentional voluntary act, such as:
1320 1. Surrender of the instrument to the party;
1321 2. Destruction, mutilation, or cancellation of the
1322 instrument;
1323 3. Cancellation or striking out of the party’s signature;
1324 or
1325 4. Addition of words to the instrument indicating
1326 discharge; or
1327 (b) By agreeing not to sue or otherwise renouncing rights
1328 against the party by a signed writing.
1329
1330 The obligation of a party to pay a check is not discharged
1331 solely by destruction of the check in connection with a process
1332 that involves the extraction of information from the check and
1333 an image of the check is made and, subsequently, the information
1334 and image are transmitted for payment.
1335 Section 51. Part VII of chapter 673, Florida Statutes,
1336 consisting of s. 673.702, Florida Statutes, is created and
1337 entitled “Transitional Provisions.”
1338 Section 52. Section 673.702, Florida Statutes, is created
1339 to read:
1340 673.702 Savings clause.—Except as provided in ss. 669.501
1341 669.706, a transaction validly entered into before July 1, 2025,
1342 and the rights, duties, and interests flowing from such
1343 transaction remain valid thereafter and may be terminated,
1344 completed, consummated, or enforced as required or permitted by
1345 law other than the Uniform Commercial Code or, if applicable, by
1346 the Uniform Commercial Code as though this act had not taken
1347 effect.
1348 Section 53. Section 675.104, Florida Statutes, is amended
1349 to read:
1350 675.104 Formal requirements.—A letter of credit,
1351 confirmation, advice, transfer, amendment, or cancellation may
1352 be issued in any form that is a signed record and is
1353 authenticated by a signature or in accordance with the agreement
1354 of the parties or the standard practice referred to in s.
1355 675.108(5).
1356 Section 54. Section 675.116, Florida Statutes, is amended
1357 to read:
1358 675.116 Choice of law and forum.—
1359 (1) The liability of an issuer, nominated person, or
1360 adviser for action or omission is governed by the law of the
1361 jurisdiction chosen by an agreement in the form of a record
1362 signed or otherwise authenticated by the affected parties in the
1363 manner provided in s. 675.104 or by a provision in the person’s
1364 letter of credit, confirmation, or other undertaking. The
1365 jurisdiction whose law is chosen need not bear any relation to
1366 the transaction.
1367 (2) Unless subsection (1) applies, the liability of an
1368 issuer, nominated person, or adviser for action or omission is
1369 governed by the law of the jurisdiction in which the person is
1370 located. The person is considered to be located at the address
1371 indicated in the person’s undertaking. If more than one address
1372 is indicated, the person is considered to be located at the
1373 address from which the person’s undertaking was issued.
1374 (a) For the purpose of jurisdiction, choice of law, and
1375 recognition of interbranch letters of credit, but not
1376 enforcement of a judgment, all branches of a bank are considered
1377 separate juridical entities and a bank is considered to be
1378 located at the place where its relevant branch is considered to
1379 be located under paragraph (b) this subsection.
1380 (b) A bank branch is considered to be located at the
1381 address indicated in the branch’s undertaking. If more than one
1382 address is indicated, the branch is considered to be located at
1383 the address from which the undertaking was issued.
1384 (c)(3) Except as otherwise provided in this paragraph
1385 subsection, the liability of an issuer, nominated person, or
1386 adviser is governed by any rules of custom or practice, such as
1387 the Uniform Customs and Practice for Documentary Credits, to
1388 which the letter of credit, confirmation, or other undertaking
1389 is expressly made subject. If this chapter governs the liability
1390 of an issuer, nominated person, or adviser under subsection (1)
1391 or this subsection (2), the relevant undertaking incorporates
1392 rules of custom or practice, and there is conflict between this
1393 chapter and such rules as applied to that undertaking, such
1394 rules govern except to the extent of any conflict with the
1395 nonvariable provisions specified in s. 675.102(3).
1396 (3)(4) This chapter governs to the extent of any conflict
1397 between this chapter and chapter 670, chapter 673, chapter 674,
1398 or chapter 679.
1399 (4)(5) The forum for settling disputes arising out of an
1400 undertaking within this chapter may be chosen in the manner and
1401 with the binding effect that governing law may be chosen in
1402 accordance with subsection (1).
1403 Section 55. Section 675.119, Florida Statutes, is created
1404 to read:
1405 675.119 Saving clause.—Except as provided in ss. 669.501
1406 669.706, a transaction validly entered into before July 1, 2025,
1407 and the rights, duties, and interests flowing from such
1408 transaction remain valid thereafter and may be terminated,
1409 completed, consummated, or enforced as required or permitted by
1410 law other than the Uniform Commercial Code or, if applicable, by
1411 the Uniform Commercial Code as though this act had not taken
1412 effect.
1413 Section 56. Paragraphs (j) and (l) of subsection (1) of
1414 section 677.102, Florida Statutes, are amended to read:
1415 677.102 Definitions and index of definitions.—
1416 (1) In this chapter, unless the context otherwise requires:
1417 (j) “Record” means information that is inscribed on a
1418 tangible medium or that is stored in an electronic or other
1419 medium and is retrievable in perceivable form.
1420 (l) “Sign” means, with present intent to authenticate or
1421 adopt a record:
1422 1. To execute or adopt a tangible symbol; or
1423 2. To attach to or logically associate with the record an
1424 electronic sound, symbol, or process.
1425 Section 57. Subsection (2) of section 677.106, Florida
1426 Statutes, is amended, and subsections (3) through (9) are added
1427 to that section, to read:
1428 677.106 Control of electronic document of title.—
1429 (2) A system satisfies subsection (1), and a person has is
1430 deemed to have control of an electronic document of title, if
1431 the document is created, stored, and transferred assigned in a
1432 manner that:
1433 (a) A single authoritative copy of the document exists
1434 which is unique, identifiable, and, except as otherwise provided
1435 in paragraphs (d), (e), and (f), unalterable;
1436 (b) The authoritative copy identifies the person asserting
1437 control as:
1438 1. The person to which the document was issued; or
1439 2. If the authoritative copy indicates that the document
1440 has been transferred, the person to which the document was most
1441 recently transferred;
1442 (c) The authoritative copy is communicated to and
1443 maintained by the person asserting control or its designated
1444 custodian;
1445 (d) Copies or amendments that add or change an identified
1446 transferee assignee of the authoritative copy can be made only
1447 with the consent of the person asserting control;
1448 (e) Each copy of the authoritative copy and any copy of a
1449 copy is readily identifiable as a copy that is not the
1450 authoritative copy; and
1451 (f) Any amendment of the authoritative copy is readily
1452 identifiable as authorized or unauthorized.
1453 (3) A system satisfies subsection (1), and a person has
1454 control of an electronic document of title, if an authoritative
1455 electronic copy of the document, a record attached to or
1456 logically associated with the electronic copy, or a system in
1457 which the electronic copy is recorded:
1458 (a) Enables the person to readily identify each electronic
1459 copy as either an authoritative copy or a nonauthoritative copy;
1460 (b) Enables the person to readily identify itself in any
1461 way, including by name, identifying number, cryptographic key,
1462 office, or account number, as the person to which each
1463 authoritative electronic copy was issued or transferred; and
1464 (c) Gives the person exclusive power, subject to subsection
1465 (4), to:
1466 1. Prevent others from adding or changing the person to
1467 which each authoritative electronic copy has been issued or
1468 transferred; and
1469 2. Transfer control of each authoritative electronic copy.
1470 (4) Subject to subsection (5), a power is exclusive under
1471 subparagraphs (3)(c)1. and 2. even if:
1472 (a) The authoritative electronic copy, a record attached to
1473 or logically associated with the authoritative electronic copy,
1474 or a system in which the authoritative electronic copy is
1475 recorded limits the use of the document of title or has a
1476 protocol that is programmed to cause a change, including a
1477 transfer or loss of control; or
1478 (b) The power is shared with another person.
1479 (5) A power of a person is not shared with another person
1480 under paragraph (4)(b) and the person’s power is not exclusive
1481 if:
1482 (a) The person can exercise the power only if the power
1483 also is exercised by the other person; and
1484 (b) The other person:
1485 1. Can exercise the power without exercise of the power by
1486 the person; or
1487 2. Is the transferor to the person of an interest in the
1488 document of title.
1489 (6) If a person has the powers specified in subparagraphs
1490 (3)(c)1. and 2., the powers are presumed to be exclusive.
1491 (7) A person has control of an electronic document of title
1492 if another person, other than the transferor to the person of an
1493 interest in the document:
1494 (a) Has control of the document and acknowledges that it
1495 has control on behalf of the person; or
1496 (b) Obtains control of the document after having
1497 acknowledged that it will obtain control of the document on
1498 behalf of the person.
1499 (8) A person that has control as provided under this
1500 section is not required to acknowledge that it has control on
1501 behalf of another person.
1502 (9) If a person acknowledges that it has or will obtain
1503 control on behalf of another person, unless the person otherwise
1504 agrees or law other than this chapter or chapter 679 otherwise
1505 provides, the person does not owe any duty to the other person
1506 and is not required to confirm the acknowledgment to any other
1507 person.
1508 Section 58. Part VII of chapter 677, Florida Statutes,
1509 consisting of s. 677.701, Florida Statutes, is created and
1510 entitled “Transitional Provisions.”
1511 Section 59. Section 677.701, Florida Statutes, is created
1512 to read:
1513 677.701 Saving clause.—Except as provided in ss. 669.501
1514 669.706, a transaction validly entered into before July 1, 2025,
1515 and the rights, duties, and interests flowing from such
1516 transaction remain valid thereafter and may be terminated,
1517 completed, consummated, or enforced as required or permitted by
1518 law other than the Uniform Commercial Code or, if applicable, by
1519 the Uniform Commercial Code as though this act had not have
1520 taken effect.
1521 Section 60. Paragraph (f) of subsection (1) and subsection
1522 (2) of section 678.1021, Florida Statutes, are amended, and
1523 paragraph (i) of subsection (1) of that section is republished,
1524 to read:
1525 678.1021 Definitions.—
1526 (1) In this chapter:
1527 (f) “Communicate” means to:
1528 1. Send a signed record writing; or
1529 2. Transmit information by any mechanism agreed upon by the
1530 persons transmitting and receiving the information.
1531 (i) “Financial asset,” except as otherwise provided in s.
1532 678.1031, means:
1533 1. A security;
1534 2. An obligation of a person or a share, participation, or
1535 other interest in a person or in property or an enterprise of a
1536 person, which is, or is of a type, dealt in or traded on
1537 financial markets, or which is recognized in any area in which
1538 it is issued or dealt in as a medium for investment; or
1539 3. Any property that is held by a securities intermediary
1540 for another person in a securities account if the securities
1541 intermediary has expressly agreed with the other person that the
1542 property is to be treated as a financial asset under this
1543 chapter. As context requires, the term means either the interest
1544 itself or the means by which a person’s claim to it is
1545 evidenced, including a certificated or uncertificated security,
1546 a security certificate, or a security entitlement.
1547 (2) The following Other definitions in applying to this
1548 chapter and other chapters apply to this section the sections in
1549 which they appear are:
1550 “Appropriate person,” s. 678.1071.
1551 “Control,” s. 678.1061.
1552 “Controllable account,” s. 679.1021.
1553 “Controllable electronic record,” s. 669.102.
1554 “Controllable payment intangible,” s. 679.1021.
1555 “Delivery,” s. 678.3011.
1556 “Investment company security,” s. 678.1031(2).
1557 “Issuer,” s. 678.2011.
1558 “Overissue,” s. 678.2101.
1559 “Protected purchaser,” s. 678.3031.
1560 “Securities account,” s. 678.5011.
1561 Section 61. Subsection (6) of section 678.1031, Florida
1562 Statutes, is amended, and subsection (8) is added to that
1563 section, to read:
1564 678.1031 Rules for determining whether certain obligations
1565 and interests are securities or financial assets.—
1566 (6) A commodity contract, as defined in s. 679.1021(1) s.
1567 679.1021(1)(o), is not a security or a financial asset.
1568 (8) A controllable account, controllable electronic record,
1569 or controllable payment intangible is not a financial asset
1570 unless s. 678.1021(1)(i) applies.
1571 Section 62. Subsection (4) of section 678.1061, Florida
1572 Statutes, is amended, and subsections (8) and (9) are added to
1573 that section, to read:
1574 678.1061 Control.—
1575 (4) A purchaser has “control” of a security entitlement if:
1576 (a) The purchaser becomes the entitlement holder;
1577 (b) The securities intermediary has agreed that it will
1578 comply with entitlement orders originated by the purchaser
1579 without further consent by the entitlement holder; or
1580 (c) Another person, other than the transferor to the
1581 purchaser of an interest in the security entitlement:
1582 1. Has control of the security entitlement and acknowledges
1583 that it has control on behalf of the purchaser; or
1584 2. Obtains control of the security entitlement after having
1585 acknowledged that it will obtain control of the security
1586 entitlement on behalf of the purchaser has control of the
1587 security entitlement on behalf of the purchaser or, having
1588 previously acquired control of the security entitlement,
1589 acknowledges that the person has control on behalf of the
1590 purchaser.
1591 (8) A person that has control under this section is not
1592 required to acknowledge that it has control on behalf of a
1593 purchaser.
1594 (9) If a person acknowledges that it has or will obtain
1595 control on behalf of a purchaser unless the person otherwise
1596 agrees, or law other than this section or chapter 679 otherwise
1597 provides, the person does not owe any duty to the purchaser and
1598 is not required to confirm the acknowledgment to any other
1599 person.
1600 Section 63. Subsection (7) is added to section 678.1101,
1601 Florida Statutes, to read:
1602 678.1101 Applicability; choice of law.—
1603 (7) The local law of the issuer’s jurisdiction or the
1604 securities intermediary’s jurisdiction governs a matter or
1605 transaction specified in subsection (1) or subsection (2) even
1606 if the matter or transaction does not bear any relation to the
1607 jurisdiction.
1608 Section 64. Subsection (2) of section 678.3031, Florida
1609 Statutes, is amended to read:
1610 678.3031 Protected purchaser.—
1611 (2) In addition to acquiring the rights of a purchaser, A
1612 protected purchaser also acquires its interest in the security
1613 free of any adverse claim.
1614 Section 65. Part VI of chapter 678, Florida Statutes,
1615 consisting of s. 678.601, Florida Statutes, is created and
1616 entitled “Transitional Provisions.”
1617 Section 66. Section 678.601, Florida Statutes, is created
1618 to read:
1619 678.601 Saving clause.—Except as provided in ss. 669.501
1620 669.706, a transaction validly entered into before July 1, 2025,
1621 and the rights, duties, and interests flowing from such
1622 transaction remain valid thereafter and may be terminated,
1623 completed, consummated, or enforced as required or permitted by
1624 law other than the Uniform Commercial Code, or if applicable, by
1625 the Uniform Commercial Code as though this act had not taken
1626 effect.
1627 Section 67. Present paragraphs (h) through (aa), (bb)
1628 through (bbb), (ccc) through (uuu), and (www) through (bbbb) of
1629 subsection (1) of section 679.1021, Florida Statutes, are
1630 redesignated as paragraphs (i) through (bb), (ee) through (eee),
1631 (ggg) through (yyy), and (zzz) through (eeee), respectively, new
1632 paragraphs (h), (cc), (dd), and (fff) are added to that
1633 subsection, and paragraphs (b), (c), (d), and (g) and present
1634 paragraphs (k), (ee), (pp), (uu), (iii), (nnn), (vvv), and (zzz)
1635 of subsection (1) and subsection (2) of that section are
1636 amended, to read:
1637 679.1021 Definitions and index of definitions.—
1638 (1) In this chapter, the term:
1639 (b) “Account,” except as used in “account for,” “account
1640 statement,” “account to,” “commodity account” as used in
1641 paragraph (o), “customer account,” “deposit account” as used in
1642 paragraph (ff), “on account of,” and “statement of account,”
1643 means a right to payment of a monetary obligation, regardless of
1644 whether or not earned by performance, for property that has been
1645 or is to be sold, leased, licensed, assigned, or otherwise
1646 disposed of; for services rendered or to be rendered; for a
1647 policy of insurance issued or to be issued; for a secondary
1648 obligation incurred or to be incurred; for energy provided or to
1649 be provided; for the use or hire of a vessel under a charter or
1650 other contract; arising out of the use of a credit or charge
1651 card or information contained on or for use with the card; or as
1652 winnings in a lottery or other game of chance operated or
1653 sponsored by a state, governmental unit of a state, or person
1654 licensed or authorized to operate the game by a state or
1655 governmental unit of a state. The term includes controllable
1656 accounts and health-care-insurance receivables. The term does
1657 not include rights to payment evidenced by chattel paper or an
1658 instrument; commercial tort claims; deposit accounts; investment
1659 property; letter-of-credit rights or letters of credit; or
1660 rights to payment for money or funds advanced or sold, other
1661 than rights arising out of the use of a credit or charge card or
1662 information contained on or for use with the card; or rights to
1663 payment evidenced by an instrument.
1664 (c) “Account debtor” means a person obligated on an
1665 account, chattel paper, or general intangible. The term does not
1666 include persons obligated to pay a negotiable instrument, even
1667 if the negotiable instrument evidences constitutes part of
1668 chattel paper.
1669 (d) “Accounting,” except as used in the term “accounting
1670 for,” means a record:
1671 1. Signed Authenticated by a secured party;
1672 2. Indicating the aggregate unpaid secured obligations as
1673 of a date not more than 35 days earlier or 35 days later than
1674 the date of the record; and
1675 3. Identifying the components of the obligations in
1676 reasonable detail.
1677 (g) “Assignee,” except as used in “assignee for benefit of
1678 creditors,” means a person:
1679 1. In whose favor a security interest that secures an
1680 obligation is created or provided for under a security
1681 agreement, regardless of whether the obligation is outstanding;
1682 or
1683 2. To which an account, chattel paper, payment intangible,
1684 or promissory note has been sold.
1685
1686 The term includes a person to which a security interest has been
1687 transferred by a secured party.
1688 (h) “Assignor” means a person that:
1689 1. Under a security agreement creates or provides for a
1690 security interest that secures an obligation; or
1691 2. Sells an account, chattel paper, payment intangible, or
1692 promissory note.
1693
1694 The term includes a secured party that has transferred a
1695 security interest to another person “Authenticate” means:
1696 1. To sign; or
1697 2. With the present intent to adopt or accept a record, to
1698 attach to or logically associate with the record an electronic
1699 sound, symbol, or process.
1700 (l)(k) “Chattel paper” means:
1701 1. A right to payment of a monetary obligation secured by
1702 specific goods, if the right to payment and security agreement
1703 are evidenced by a record; or
1704 2. A right to payment of a monetary obligation owed by a
1705 lessee under a lease agreement with respect to specific goods
1706 and a monetary obligation owed by the lessee in connection with
1707 the transaction giving rise to the lease, if:
1708 a. The right to payment and lease agreement are evidenced
1709 by a record; and
1710 b. The predominant purpose of the transaction giving rise
1711 to the lease was to give the lessee the right to possession and
1712 use of the goods.
1713
1714 The term does not include a right to payment arising out of a
1715 charter or other contract involving the use or hire of a vessel
1716 or a right to payment arising out of the use of a credit or
1717 charge card or information contained on or for use with the card
1718 a record or records that evidence both a monetary obligation and
1719 a security interest in specific goods, a security interest in
1720 specific goods and software used in the goods, a security
1721 interest in specific goods and license of software used in the
1722 goods, a lease of specific goods, or a lease of specific goods
1723 and license of software used in the goods. In this paragraph,
1724 “monetary obligation” means a monetary obligation secured by the
1725 goods or owed under a lease of the goods and includes a monetary
1726 obligation with respect to software used in the goods. The term
1727 does not include charters or other contracts involving the use
1728 or hire of a vessel or records that evidence a right to payment
1729 arising out of the use of a credit or charge card or information
1730 contained on or for use with the card. If a transaction is
1731 evidenced by records that include an instrument or series of
1732 instruments, the group of records taken together constitutes
1733 chattel paper.
1734 (cc) “Controllable account” means an account evidenced by a
1735 controllable electronic record that provides that the account
1736 debtor undertakes to pay the person that has control under s.
1737 669.105 of the controllable electronic record.
1738 (dd) “Controllable payment intangible” means a payment
1739 intangible evidenced by a controllable electronic record that
1740 provides that the account debtor undertakes to pay the person
1741 that has control under s. 669.105 of the controllable electronic
1742 record.
1743 (hh)(ee) “Electronic money” means money in an electronic
1744 form chattel paper” means chattel paper evidenced by a record or
1745 records consisting of information stored in an electronic
1746 medium.
1747 (ss)(pp) “General intangible” means any personal property,
1748 including things in action, other than accounts, chattel paper,
1749 commercial tort claims, deposit accounts, documents, goods,
1750 instruments, investment property, letter-of-credit rights,
1751 letters of credit, money, and oil, gas, or other minerals before
1752 extraction. The term includes controllable electronic records,
1753 payment intangibles, and software.
1754 (xx)(uu) “Instrument” means a negotiable instrument or any
1755 other writing that evidences a right to the payment of a
1756 monetary obligation, is not itself a security agreement or
1757 lease, and is of a type that in the ordinary course of business
1758 is transferred by delivery with any necessary indorsement or
1759 assignment. The term does not include investment property,
1760 letters of credit, or writings that evidence a right to payment
1761 arising out of the use of a credit or charge card or information
1762 contained on or for use with the card, or writings that evidence
1763 chattel paper.
1764 (fff) “Money” has the same meaning as in s. 671.201. The
1765 term does not include a deposit account, a central bank digital
1766 currency, or money in an electronic form that cannot be
1767 subjected to control under s. 679.1052.
1768 (mmm)(iii) “Payment intangible” means a general intangible
1769 under which the account debtor’s principal obligation is a
1770 monetary obligation. The term includes a controllable payment
1771 intangible.
1772 (rrr)(nnn) “Proposal” means a record signed authenticated
1773 by a secured party which includes the terms on which the secured
1774 party is willing to accept collateral in full or partial
1775 satisfaction of the obligation it secures pursuant to ss.
1776 679.620, 679.621, and 679.622.
1777 (vvv) “Send,” in connection with a record or notification,
1778 means:
1779 1. To deposit in the mail, deliver for transmission, or
1780 transmit by any other usual means of communication, with postage
1781 or cost of transmission provided for, addressed to any address
1782 reasonable under the circumstances; or
1783 2. To cause the record or notification to be received
1784 within the time that it would have been received if properly
1785 sent under subparagraph 1.
1786 (cccc)(zzz) “Tangible money chattel paper” means money in
1787 tangible form chattel paper evidenced by a record or records
1788 consisting of information that is inscribed on a tangible
1789 medium.
1790 (2) The following definitions in other chapters apply to
1791 this chapter:
1792 “Applicant,” s. 675.103.
1793 “Beneficiary,” s. 675.103.
1794 “Broker,” s. 678.1021.
1795 “Certificated security,” s. 678.1021.
1796 “Check,” s. 673.1041.
1797 “Clearing corporation,” s. 678.1021.
1798 “Contract for sale,” s. 672.106.
1799 “Control,” s. 677.106.
1800 “Controllable electronic record,” s. 669.102.
1801 “Customer,” s. 674.104.
1802 “Entitlement holder,” s. 678.1021.
1803 “Financial asset,” s. 678.1021.
1804 “Holder in due course,” s. 673.3021.
1805 “Issuer” (with respect to a letter of credit
1806 or letter-of-credit right), s. 675.103.
1807 “Issuer” (with respect to a security), s. 678.2011.
1808 “Issuer” (with respect to documents
1809 of title), s. 677.102.
1810 “Lease,” s. 680.1031.
1811 “Lease agreement,” s. 680.1031.
1812 “Lease contract,” s. 680.1031.
1813 “Leasehold interest,” s. 680.1031.
1814 “Lessee,” s. 680.1031.
1815 “Lessee in ordinary course of
1816 business,” s. 680.1031.
1817 “Lessor,” s. 680.1031.
1818 “Lessor’s residual interest,” s. 680.1031.
1819 “Letter of credit,” s. 675.103.
1820 “Merchant,” s. 672.104.
1821 “Negotiable instrument,” s. 673.1041.
1822 “Nominated person,” s. 675.103.
1823 “Note,” s. 673.1041.
1824 “Proceeds of a letter of credit,” s. 675.114.
1825 “Protected purchaser,” s. 678.3031.
1826 “Prove,” s. 673.1031.
1827 “Qualifying purchaser,” s. 669.102.
1828 “Sale,” s. 672.106.
1829 “Securities account,” s. 678.5011.
1830 “Securities intermediary,” s. 678.1021.
1831 “Security,” s. 678.1021.
1832 “Security certificate,” s. 678.1021.
1833 “Security entitlement,” s. 678.1021.
1834 “Uncertificated security,” s. 678.1021.
1835 Section 68. Subsection (1) of section 679.1041, Florida
1836 Statutes, is amended to read:
1837 679.1041 Control of deposit account.—
1838 (1) A secured party has control of a deposit account if any
1839 of the following applies:
1840 (a) The secured party is the bank with which the deposit
1841 account is maintained.;
1842 (b) The debtor, secured party, and bank have agreed in a
1843 signed an authenticated record that the bank will comply with
1844 instructions originated by the secured party directing
1845 disposition of the funds in the deposit account without further
1846 consent by the debtor.; or
1847 (c) The secured party becomes the bank’s customer with
1848 respect to the deposit account.
1849 (d) Another person, other than the debtor:
1850 1. Has control of the deposit account and acknowledges that
1851 it has control on behalf of the secured party; or
1852 2. Obtains control of the deposit account after having
1853 acknowledged that it will obtain control of the deposit account
1854 on behalf of the secured party.
1855 Section 69. Section 679.1051, Florida Statutes, is amended
1856 to read:
1857 679.1051 Control of electronic chattel paper.—
1858 (1) A purchaser has control of an authoritative electronic
1859 copy of a record evidencing chattel paper if a system employed
1860 for evidencing the assignment of interests in the chattel paper
1861 reliably establishes the purchaser as the person to which the
1862 authoritative electronic copy was assigned.
1863 (2) A system satisfies subsection (1) if the record or
1864 records evidencing the chattel paper are created, stored, and
1865 assigned in a manner that:
1866 (a) A single authoritative copy of the record or records
1867 exists which is unique, identifiable, and, except as otherwise
1868 provided in paragraphs (d), (e), and (f), unalterable;
1869 (b) The authoritative copy identifies the purchaser as the
1870 assignee of the record or records;
1871 (c) The authoritative copy is communicated to and
1872 maintained by the purchaser or its designated custodian;
1873 (d) Copies or amendments that add or change an identified
1874 assignee of the authoritative copy can be made only with the
1875 consent of the purchaser;
1876 (e) Each copy of the authoritative copy and any copy of a
1877 copy is readily identifiable as a copy that is not the
1878 authoritative copy; and
1879 (f) Any amendment of the authoritative copy is readily
1880 identifiable as authorized or unauthorized.
1881 (3) A system satisfies subsection (1), and a purchaser has
1882 control of an authoritative electronic copy of a record
1883 evidencing chattel paper, if the electronic copy, a record
1884 attached to or logically associated with the electronic copy, or
1885 a system in which the electronic copy is recorded:
1886 (a) Enables the purchaser to readily identify each
1887 electronic copy as either an authoritative copy or a
1888 nonauthoritative copy;
1889 (b) Enables the purchaser to readily identify itself in any
1890 way, including by name, identifying number, cryptographic key,
1891 office, or account number, as the assignee of the authoritative
1892 electronic copy; and
1893 (c) Gives the purchaser exclusive power, subject to
1894 subsection (4), to:
1895 1. Prevent others from adding or changing an identified
1896 assignee of the authoritative electronic copy; and
1897 2. Transfer control of the authoritative electronic copy.
1898 (4) Subject to subsection (5), a power is exclusive under
1899 subparagraphs (3)(c)1. and 2. even if:
1900 (a) The authoritative electronic copy, a record attached to
1901 or logically associated with the authoritative electronic copy,
1902 or a system in which the authoritative electronic copy is
1903 recorded limits the use of the authoritative electronic copy or
1904 has a protocol programmed to cause a change, including a
1905 transfer or loss of control; or
1906 (b) The power is shared with another person.
1907 (5) A power of a purchaser is not shared with another
1908 person as provided in paragraph (4)(b) and the purchaser’s power
1909 is not exclusive if:
1910 (a) The purchaser can exercise the power only if the power
1911 also is exercised by the other person; and
1912 (b) The other person:
1913 1. Can exercise the power without exercise of the power by
1914 the purchaser; or
1915 2. Is the transferor to the purchaser of an interest in the
1916 chattel paper.
1917 (6) If a purchaser has the powers specified in
1918 subparagraphs (3)(c)1. and 2., the powers are presumed to be
1919 exclusive.
1920 (7) A purchaser has control of an authoritative electronic
1921 copy of a record evidencing chattel paper if another person,
1922 other than the transferor to the purchaser of an interest in the
1923 chattel paper:
1924 (a) Has control of the authoritative electronic copy and
1925 acknowledges that it has control on behalf of the purchaser; or
1926 (b) Obtains control of the authoritative electronic copy
1927 after having acknowledged that it will obtain control of the
1928 electronic copy on behalf of the purchaser A secured party has
1929 control of electronic chattel paper if a system employed for
1930 evidencing the transfer of interests in the chattel paper
1931 reliably establishes the secured party as the person to which
1932 the chattel paper was assigned.
1933 (2) A system satisfies subsection (1), and a secured party
1934 has control of electronic chattel paper, if the record or
1935 records comprising the chattel paper are created, stored, and
1936 assigned in such a manner that:
1937 (a) A single authoritative copy of the record or records
1938 exists which is unique, identifiable and, except as otherwise
1939 provided in paragraphs (d), (e), and (f), unalterable;
1940 (b) The authoritative copy identifies the secured party as
1941 the assignee of the record or records;
1942 (c) The authoritative copy is communicated to and
1943 maintained by the secured party or its designated custodian;
1944 (d) Copies or amendments that add or change an identified
1945 assignee of the authoritative copy can be made only with the
1946 consent of the secured party;
1947 (e) Each copy of the authoritative copy and any copy of a
1948 copy is readily identifiable as a copy that is not the
1949 authoritative copy; and
1950 (f) Any amendment of the authoritative copy is readily
1951 identifiable as authorized or unauthorized.
1952 Section 70. Section 679.1052, Florida Statutes, is created
1953 to read:
1954 679.1052 Control of electronic money.—
1955 (1) A person has control of electronic money if both of the
1956 following apply:
1957 (a) The electronic money, a record attached to or logically
1958 associated with the electronic money, or a system in which the
1959 electronic money is recorded gives the person:
1960 1. Power to avail itself of substantially all the benefit
1961 from the electronic money; and
1962 2. Exclusive power, subject to subsection (2), to:
1963 a. Prevent others from availing themselves of substantially
1964 all the benefit from the electronic money; and
1965 b. Transfer control of the electronic money to another
1966 person or cause another person to obtain control of other
1967 electronic money as a result of the transfer of the electronic
1968 money.
1969 (b) The electronic money, a record attached to or logically
1970 associated with the electronic money, or a system in which the
1971 electronic money is recorded enables the person readily to
1972 identify itself in any way, including by name, identifying
1973 number, cryptographic key, office, or account number, as having
1974 the powers under paragraph (a).
1975 (2) Subject to subsection (3), a power is exclusive under
1976 sub-subparagraphs (1)(a)2.a. and b. even if:
1977 (a) The electronic money, a record attached to or logically
1978 associated with the electronic money, or a system in which the
1979 electronic money is recorded limits the use of the electronic
1980 money or has a protocol programmed to cause a change, including
1981 a transfer or loss of control; or
1982 (b) The power is shared with another person.
1983 (3) A power of a person is not shared with another person
1984 under paragraph (2)(b) and the person’s power is not exclusive
1985 if:
1986 (a) The person can exercise the power only if the power
1987 also is exercised by the other person; and
1988 (b) The other person:
1989 1. Can exercise the power without exercise of the power by
1990 the person; or
1991 2. Is the transferor to the person of an interest in the
1992 electronic money.
1993 (4) If a person has the powers specified in sub
1994 subparagraphs (1)(a)2.a. and b., the powers are presumed to be
1995 exclusive.
1996 (5) A person has control of electronic money if another
1997 person, other than the transferor to the person of an interest
1998 in the electronic money:
1999 (a) Has control of the electronic money and acknowledges
2000 that it has control on behalf of the person; or
2001 (b) Obtains control of the electronic money after having
2002 acknowledged that it will obtain control of the electronic money
2003 on behalf of the person.
2004 Section 71. Section 679.1053, Florida Statutes, is created
2005 to read:
2006 679.1053 Control of controllable electronic record,
2007 controllable account, or controllable payment intangible.—
2008 (1) A secured party has control of a controllable
2009 electronic record as provided in s. 669.105.
2010 (2) A secured party has control of a controllable account
2011 or controllable payment intangible if the secured party has
2012 control of the controllable electronic record that evidences the
2013 controllable account or controllable payment intangible.
2014 Section 72. Section 679.1054, Florida Statutes, is created
2015 to read:
2016 679.1054 No requirement to acknowledge or confirm; no
2017 duties.—
2018 (1) A person that has control under s. 679.1051, s.
2019 679.1052, or s. 679.1053 is not required to acknowledge that it
2020 has control on behalf of another person.
2021 (2) If a person acknowledges that it has or will obtain
2022 control on behalf of another person, unless the person otherwise
2023 agrees, or law other than this chapter otherwise provides, the
2024 person does not owe any duty to the other person and is not
2025 required to confirm the acknowledgment to any other person.
2026 Section 73. Subsections (2) and (10) of section 679.2031,
2027 Florida Statutes, are amended to read:
2028 679.2031 Attachment and enforceability of security
2029 interest; proceeds; supporting obligations; formal requisites.—
2030 (2) Except as otherwise provided in subsections (3) through
2031 (10), a security interest is enforceable against the debtor and
2032 third parties with respect to the collateral only if:
2033 (a) Value has been given;
2034 (b) The debtor has rights in the collateral or the power to
2035 transfer rights in the collateral to a secured party; and
2036 (c) One of the following conditions is met:
2037 1. The debtor has signed authenticated a security agreement
2038 that provides a description of the collateral and, if the
2039 security interest covers timber to be cut, a description of the
2040 land concerned;
2041 2. The collateral is not a certificated security and is in
2042 the possession of the secured party under s. 679.3131 pursuant
2043 to the debtor’s security agreement;
2044 3. The collateral is a certificated security in registered
2045 form and the security certificate has been delivered to the
2046 secured party under s. 678.3011 pursuant to the debtor’s
2047 security agreement; or
2048 4. The collateral is controllable accounts, controllable
2049 electronic records, controllable payment intangibles, deposit
2050 accounts, electronic documents, electronic money chattel paper,
2051 investment property, or letter-of-credit rights, or electronic
2052 documents, and the secured party has control under s. 669.105,
2053 s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s.
2054 679.1071 pursuant to the debtor’s security agreement; or
2055 5. The collateral is chattel paper and the secured party
2056 has possession and control under s. 679.3152 pursuant to the
2057 debtor’s security agreement.
2058 (10) A security interest in an account consisting of a
2059 right to payment of a monetary obligation for the sale of real
2060 property that is the debtor’s homestead under the laws of this
2061 state is not enforceable unless:
2062 (a) The description of the account in the security
2063 agreement conspicuously states that the collateral includes the
2064 debtor’s right to payment of a monetary obligation for the sale
2065 of real property;
2066 (b) The description of the account in the security
2067 agreement includes a legal description of the real property;
2068 (c) The description of the account in the security
2069 agreement conspicuously states that the real property is the
2070 debtor’s homestead; and
2071 (d) The security agreement is also signed authenticated by
2072 the debtor’s spouse, if the debtor is married; if the debtor’s
2073 spouse is incompetent, then the method of signature
2074 authentication by the debtor’s spouse is the same as provided by
2075 the laws of this state, other than this chapter, which apply to
2076 the alienation or encumbrance of homestead property by an
2077 incompetent person.
2078 Section 74. Present subsection (3) of section 679.2041,
2079 Florida Statutes, is redesignated as subsection (4), a new
2080 subsection (3) is added to that section, and subsection (2) of
2081 that section is amended, to read:
2082 679.2041 After-acquired property; future advances.—
2083 (2) Subject to subsection (3), a security interest does not
2084 attach under a term constituting an after-acquired property
2085 clause to:
2086 (a) Consumer goods, other than an accession when given as
2087 additional security, unless the debtor acquires rights in them
2088 within 10 days after the secured party gives value; or
2089 (b) A commercial tort claim.
2090 (3) Subsection (2) does not prevent a security interest
2091 from attaching:
2092 (a) To a consumer good as proceeds under s. 679.3151(1) or
2093 commingled goods under s. 679.336(3);
2094 (b) To a commercial tort claim as proceeds under s.
2095 679.3151(1); or
2096 (c) Under an after-acquired property clause to property
2097 that is proceeds of consumer goods or a commercial tort claim.
2098 Section 75. Subsection (3) of section 679.2071, Florida
2099 Statutes, is amended to read:
2100 679.2071 Rights and duties of secured party having
2101 possession or control of collateral.—
2102 (3) Except as otherwise provided in subsection (4), a
2103 secured party having possession of collateral or control of
2104 collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
2105 679.1052, s. 679.1061, or s. 679.1071:
2106 (a) May hold as additional security any proceeds, except
2107 money or funds, received from the collateral;
2108 (b) Shall apply money or funds received from the collateral
2109 to reduce the secured obligation, unless remitted to the debtor;
2110 and
2111 (c) May create a security interest in the collateral.
2112 Section 76. Subsection (2) of section 679.2081, Florida
2113 Statutes, is amended to read:
2114 679.2081 Additional duties of secured party having control
2115 of collateral.—
2116 (2) Within 10 days after receiving a signed an
2117 authenticated demand by the debtor:
2118 (a) A secured party having control of a deposit account
2119 under s. 679.1041(1)(b) shall send to the bank with which the
2120 deposit account is maintained a signed record an authenticated
2121 statement that releases the bank from any further obligation to
2122 comply with instructions originated by the secured party;
2123 (b) A secured party having control of a deposit account
2124 under s. 679.1041(1)(c) shall:
2125 1. Pay the debtor the balance on deposit in the deposit
2126 account; or
2127 2. Transfer the balance on deposit into a deposit account
2128 in the debtor’s name;
2129 (c) A secured party, other than a buyer, having control
2130 under s. 679.1051 of an authoritative electronic copy of a
2131 record evidencing chattel paper shall transfer control of the
2132 electronic copy to the debtor or a person designated by the
2133 debtor a secured party, other than a buyer, having control of
2134 electronic chattel paper under s. 679.1051 shall:
2135 1. Communicate the authoritative copy of the electronic
2136 chattel paper to the debtor or its designated custodian;
2137 2. If the debtor designates a custodian that is the
2138 designated custodian with which the authoritative copy of the
2139 electronic chattel paper is maintained for the secured party,
2140 communicate to the custodian an authenticated record releasing
2141 the designated custodian from any further obligation to comply
2142 with instructions originated by the secured party and
2143 instructing the custodian to comply with instructions originated
2144 by the debtor; and
2145 3. Take appropriate action to enable the debtor or the
2146 debtor’s designated custodian to make copies of or revisions to
2147 the authoritative copy which add or change an identified
2148 assignee of the authoritative copy without the consent of the
2149 secured party;
2150 (d) A secured party having control of investment property
2151 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
2152 securities intermediary or commodity intermediary with which the
2153 security entitlement or commodity contract is maintained a
2154 signed an authenticated record that releases the securities
2155 intermediary or commodity intermediary from any further
2156 obligation to comply with entitlement orders or directions
2157 originated by the secured party;
2158 (e) A secured party having control of a letter-of-credit
2159 right under s. 679.1071 shall send to each person having an
2160 unfulfilled obligation to pay or deliver proceeds of the letter
2161 of credit to the secured party a signed an authenticated release
2162 from any further obligation to pay or deliver proceeds of the
2163 letter of credit to the secured party; and
2164 (f) A secured party having control under s. 677.106 of an
2165 authoritative electronic copy of an electronic document of title
2166 shall transfer control of the electronic copy to the debtor or a
2167 person designated by the debtor;
2168 (g) A secured party having control under s. 679.1052 of
2169 electronic money shall transfer control of the electronic money
2170 to the debtor or a person designated by the debtor; and
2171 (h) A secured party having control under s. 669.105 of a
2172 controllable electronic record, other than a buyer of a
2173 controllable account or controllable payment intangible
2174 evidenced by the controllable electronic record, shall transfer
2175 control of the controllable electronic record to the debtor or a
2176 person designated by the debtor of an electronic document shall:
2177 1. Give control of the electronic document to the debtor or
2178 its designated custodian;
2179 2. If the debtor designates a custodian that is the
2180 designated custodian with which the authoritative copy of the
2181 electronic document is maintained for the secured party,
2182 communicate to the custodian an authenticated record releasing
2183 the designated custodian from any further obligation to comply
2184 with instructions originated by the secured party and
2185 instructing the custodian to comply with instructions originated
2186 by the debtor; and
2187 3. Take appropriate action to enable the debtor or its
2188 designated custodian to make copies of or revisions to the
2189 authenticated copy which add or change an identified assignee of
2190 the authoritative copy without the consent of the secured party.
2191 Section 77. Subsection (2) of section 679.209, Florida
2192 Statutes, is amended to read:
2193 679.209 Duties of secured party if account debtor has been
2194 notified of assignment.—
2195 (2) Within 10 days after receiving a signed an
2196 authenticated demand by the debtor, a secured party shall send
2197 to an account debtor that has received notification under s.
2198 669.106(2) or s. 679.4061(1) of an assignment to the secured
2199 party as assignee a signed under s. 679.4061(1) an authenticated
2200 record that releases the account debtor from any further
2201 obligation to the secured party.
2202 Section 78. Section 679.210, Florida Statutes, is amended
2203 to read:
2204 679.210 Request for accounting; request regarding list of
2205 collateral or statement of account.—
2206 (1) In this section, the term:
2207 (a) “Request” means a record of a type described in
2208 paragraph (b), paragraph (c), or paragraph (d).
2209 (b) “Request for an accounting” means a record signed
2210 authenticated by a debtor requesting that the recipient provide
2211 an accounting of the unpaid obligations secured by collateral
2212 and reasonably identifying the transaction or relationship that
2213 is the subject of the request.
2214 (c) “Request regarding a list of collateral” means a record
2215 signed authenticated by a debtor requesting that the recipient
2216 approve or correct a list of what the debtor believes to be the
2217 collateral securing an obligation and reasonably identifying the
2218 transaction or relationship that is the subject of the request.
2219 (d) “Request regarding a statement of account” means a
2220 record signed authenticated by a debtor requesting that the
2221 recipient approve or correct a statement indicating what the
2222 debtor believes to be the aggregate amount of unpaid obligations
2223 secured by collateral as of a specified date and reasonably
2224 identifying the transaction or relationship that is the subject
2225 of the request.
2226 (e) “Reasonably identifying the transaction or
2227 relationship” means that the request provides information
2228 sufficient for the person to identify the transaction or
2229 relationship and respond to the request. Pursuant to s.
2230 679.603(1), a secured party and debtor may determine by
2231 agreement the standards for measuring fulfillment of this duty.
2232 (f) “Person” means a person or entity that is or was a
2233 secured party or otherwise claims or has claimed an interest in
2234 the collateral.
2235 (2) Subject to subsections (3)-(6) (3), (4), (5), and (6),
2236 a secured party, other than a buyer of accounts, chattel paper,
2237 payment intangibles, or promissory notes or a consignor, shall
2238 comply with a request within 14 days after receipt:
2239 (a) In the case of a request for an accounting, by signing
2240 authenticating and sending to the debtor an accounting; and
2241 (b) In the case of a request regarding a list of collateral
2242 or a request regarding a statement of account, by signing
2243 authenticating and sending to the debtor an approval or
2244 correction.
2245 (3) A secured party that claims a security interest in all
2246 of a particular type of collateral owned by the debtor may
2247 comply with a request regarding a list of collateral by sending
2248 to the debtor a signed an authenticated record including a
2249 statement to that effect within 14 days after receipt.
2250 (4) A person who receives a request regarding a list of
2251 collateral, claims no interest in the collateral when the
2252 request is received, and claimed an interest in the collateral
2253 at an earlier time shall comply with the request within 14 days
2254 after receipt by sending to the debtor a signed an authenticated
2255 record:
2256 (a) Disclaiming any interest in the collateral; and
2257 (b) If known to the recipient, providing the name and
2258 mailing address of any assignee of or successor to the
2259 recipient’s interest in the collateral.
2260 (5) A person who receives a request for an accounting or a
2261 request regarding a statement of account, claims no interest in
2262 the obligations when the request is received, and claimed an
2263 interest in the obligations at an earlier time shall comply with
2264 the request within 14 days after receipt by sending to the
2265 debtor a signed an authenticated record:
2266 (a) Disclaiming any interest in the obligations; and
2267 (b) If known to the recipient, providing the name and
2268 mailing address of any assignee of or successor to the
2269 recipient’s interest in the obligations.
2270 (6) A debtor is entitled under this section without charge
2271 to one response to a request for an accounting or a request
2272 regarding a statement of account for each secured obligation
2273 during any 6-month period. A debtor in a consumer transaction is
2274 entitled to a single response to a request regarding a list of
2275 collateral without charge during any 6-month period. The secured
2276 party may require payment of a charge not exceeding $25 for each
2277 additional response to a request for an accounting, a request
2278 regarding a statement of account, or a request regarding a list
2279 of collateral for a consumer transaction. To the extent provided
2280 in a signed an authenticated record, the secured party may
2281 require the payment of reasonable expenses, including attorney’s
2282 fees, reasonably incurred in providing a response to a request
2283 regarding a list of collateral for a transaction other than a
2284 consumer transaction under this section; otherwise, the secured
2285 party may not charge more than $25 for each request regarding a
2286 list of collateral. Excluding a request related to a proposed
2287 satisfaction of the secured obligation, a secured party is not
2288 required to respond to more than 12 of each of the permitted
2289 requests in any 12-month period.
2290 Section 79. Section 679.3011, Florida Statutes, is amended
2291 to read:
2292 679.3011 Law governing perfection and priority of security
2293 interests.—Except as otherwise provided in ss. 679.1091,
2294 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the
2295 following rules determine the law governing perfection, the
2296 effect of perfection or nonperfection, and the priority of a
2297 security interest in collateral:
2298 (1) Except as otherwise provided in this section, while a
2299 debtor is located in a jurisdiction, the local law of that
2300 jurisdiction governs perfection, the effect of perfection or
2301 nonperfection, and the priority of a security interest in
2302 collateral.
2303 (2) While collateral is located in a jurisdiction, the
2304 local law of that jurisdiction governs perfection, the effect of
2305 perfection or nonperfection, and the priority of a possessory
2306 security interest in that collateral.
2307 (3) Except as otherwise provided in subsections (4) and
2308 (5), while tangible negotiable documents, goods, instruments, or
2309 tangible money, or tangible chattel paper is located in a
2310 jurisdiction, the local law of that jurisdiction governs:
2311 (a) Perfection of a security interest in the goods by
2312 filing a fixture filing;
2313 (b) Perfection of a security interest in timber to be cut;
2314 and
2315 (c) The effect of perfection or nonperfection and the
2316 priority of a nonpossessory security interest in the collateral.
2317 (4) The local law of the jurisdiction in which the wellhead
2318 or minehead is located governs perfection, the effect of
2319 perfection or nonperfection, and the priority of a security
2320 interest in as-extracted collateral.
2321 (5) The law of this state governs:
2322 (a) The perfection of a security interest in goods that are
2323 or are to become fixtures in this state by the filing of a
2324 fixture filing.
2325 (b) The effect of perfection or nonperfection and the
2326 priority of a security interest in goods that are or are to
2327 become fixtures in this state.
2328 Section 80. Subsection (1) of section 679.3041, Florida
2329 Statutes, is amended to read:
2330 679.3041 Law governing perfection and priority of security
2331 interests in deposit accounts.—
2332 (1) The local law of a bank’s jurisdiction governs
2333 perfection, the effect of perfection or nonperfection, and the
2334 priority of a security interest in a deposit account maintained
2335 with that bank even if the transaction does not bear any
2336 relation to the bank’s jurisdiction.
2337 Section 81. Paragraph (e) is added to subsection (1) of
2338 section 679.3051, Florida Statutes, to read:
2339 679.3051 Law governing perfection and priority of security
2340 interests in investment property.—
2341 (1) Except as otherwise provided in subsection (3), the
2342 following rules apply:
2343 (e) Paragraphs (b), (c), and (d) apply even if the
2344 transaction does not bear any relation to the jurisdiction.
2345 Section 82. Section 679.3062, Florida Statutes, is created
2346 to read:
2347 679.3062 Law governing perfection and priority of security
2348 interests in chattel paper.—
2349 (1) Except as provided in subsection (4), if chattel paper
2350 is evidenced only by an authoritative electronic copy of the
2351 chattel paper or is evidenced by an authoritative electronic
2352 copy and an authoritative tangible copy, the local law of the
2353 chattel paper’s jurisdiction governs perfection, the effect of
2354 perfection or nonperfection, and the priority of a security
2355 interest in the chattel paper, even if the transaction does not
2356 bear any relation to the chattel paper’s jurisdiction.
2357 (2) The following rules determine the chattel paper’s
2358 jurisdiction under this section:
2359 (a) If the authoritative electronic copy of the record
2360 evidencing chattel paper, or a record attached to or logically
2361 associated with the electronic copy and readily available for
2362 review, expressly provides that a particular jurisdiction is the
2363 chattel paper’s jurisdiction for purposes of s. 679.3061, this
2364 chapter, or the Uniform Commercial Code, that jurisdiction is
2365 the chattel paper’s jurisdiction.
2366 (b) If paragraph (a) does not apply and the rules of the
2367 system in which the authoritative electronic copy is recorded
2368 are readily available for review and expressly provide that a
2369 particular jurisdiction is the chattel paper’s jurisdiction for
2370 purposes of s. 679.3061, this chapter, or the Uniform Commercial
2371 Code, that jurisdiction is the chattel paper’s jurisdiction.
2372 (c) If paragraphs (a) and (b) do not apply and the
2373 authoritative electronic copy, or a record attached to or
2374 logically associated with the electronic copy and readily
2375 available for review, expressly provides that the chattel paper
2376 is governed by the law of a particular jurisdiction, that
2377 jurisdiction is the chattel paper’s jurisdiction.
2378 (d) If paragraphs (a), (b), and (c) do not apply and the
2379 rules of the system in which the authoritative electronic copy
2380 is recorded are readily available for review and expressly
2381 provide that the chattel paper or the system is governed by the
2382 law of a particular jurisdiction, that jurisdiction is the
2383 chattel paper’s jurisdiction.
2384 (e) If paragraphs (a)-(d) do not apply, the chattel paper’s
2385 jurisdiction is the jurisdiction in which the debtor is located.
2386 (3) If an authoritative tangible copy of a record evidences
2387 chattel paper and the chattel paper is not evidenced by an
2388 authoritative electronic copy, while the authoritative tangible
2389 copy of the record evidencing chattel paper is located in a
2390 jurisdiction, the local law of that jurisdiction governs:
2391 (a) Perfection of a security interest in the chattel paper
2392 by possession under s. 679.3152; and
2393 (b) The effect of perfection or nonperfection and the
2394 priority of a security interest in the chattel paper.
2395 (4) The local law of the jurisdiction in which the debtor
2396 is located governs perfection of a security interest in chattel
2397 paper by filing.
2398 Section 83. Section 679.3063, Florida Statutes, is created
2399 to read:
2400 679.3063 Law governing perfection and priority of security
2401 interests in controllable accounts, controllable electronic
2402 records, and controllable payment intangibles.—
2403 (1) Except as provided in subsection (2), the local law of
2404 the controllable electronic record’s jurisdiction specified in
2405 s. 669.107(3) and (4) governs perfection, the effect of
2406 perfection or nonperfection, and the priority of a security
2407 interest in a controllable electronic record and a security
2408 interest in a controllable account or controllable payment
2409 intangible evidenced by the controllable electronic record.
2410 (2) The local law of the jurisdiction in which the debtor
2411 is located governs:
2412 (a) Perfection of a security interest in a controllable
2413 account, controllable electronic record, or controllable payment
2414 intangible by filing; and
2415 (b) Automatic perfection of a security interest in a
2416 controllable payment intangible created by a sale of the
2417 controllable payment intangible.
2418 Section 84. Subsection (2) of section 679.3101, Florida
2419 Statutes, is amended, and subsection (1) of that section is
2420 republished, to read:
2421 679.3101 When filing required to perfect security interest
2422 or agricultural lien; security interests and agricultural liens
2423 to which filing provisions do not apply.—
2424 (1) Except as otherwise provided in subsection (2) and s.
2425 679.3121(2), a financing statement must be filed to perfect all
2426 security interests and agricultural liens.
2427 (2) The filing of a financing statement is not necessary to
2428 perfect a security interest:
2429 (a) That is perfected under s. 679.3081(4), (5), (6), or
2430 (7);
2431 (b) That is perfected under s. 679.3091 when it attaches;
2432 (c) In property subject to a statute, regulation, or treaty
2433 described in s. 679.3111(1);
2434 (d) In goods in possession of a bailee which is perfected
2435 under s. 679.3121(4)(a) or (b);
2436 (e) In certificated securities, documents, goods, or
2437 instruments which is perfected without filing, control, or
2438 possession under s. 679.3121(5), (6), or (7);
2439 (f) In collateral in the secured party’s possession under
2440 s. 679.3131;
2441 (g) In a certificated security which is perfected by
2442 delivery of the security certificate to the secured party under
2443 s. 679.3131;
2444 (h) In controllable accounts, controllable electronic
2445 records, controllable payment intangibles, deposit accounts,
2446 electronic chattel paper, electronic documents, investment
2447 property, or letter-of-credit rights which is perfected by
2448 control under s. 679.3141(1) s. 679.3141;
2449 (i) In proceeds which is perfected under s. 679.3151; or
2450 (j) That is perfected under s. 679.3161.
2451 Section 85. Section 679.3121, Florida Statutes, is amended
2452 to read:
2453 679.3121 Perfection of security interests in chattel paper,
2454 controllable accounts, controllable electronic records,
2455 controllable payment intangibles, deposit accounts, documents,
2456 goods covered by documents, instruments, investment property,
2457 letter-of-credit rights, and money; perfection by permissive
2458 filing; temporary perfection without filing or transfer of
2459 possession.—
2460 (1) A security interest in chattel paper, controllable
2461 accounts, controllable electronic records, controllable payment
2462 intangibles negotiable documents, instruments, or investment
2463 property, or negotiable documents may be perfected by filing.
2464 (2) Except as otherwise provided in s. 679.3151(3) and (4)
2465 for proceeds:
2466 (a) A security interest in a deposit account may be
2467 perfected only by control under s. 679.3141.
2468 (b) And except as otherwise provided in s. 679.3081(4), a
2469 security interest in a letter-of-credit right may be perfected
2470 only by control under s. 679.3141.
2471 (c) A security interest in tangible money may be perfected
2472 only by the secured party’s taking possession under s. 679.3131.
2473 (d) A security interest in electronic money may be
2474 perfected only by control under s. 679.3141.
2475 (3) While goods are in the possession of a bailee that has
2476 issued a negotiable document covering the goods:
2477 (a) A security interest in the goods may be perfected by
2478 perfecting a security interest in the document; and
2479 (b) A security interest perfected in the document has
2480 priority over any security interest that becomes perfected in
2481 the goods by another method during that time.
2482 (4) While goods are in the possession of a bailee that has
2483 issued a nonnegotiable document covering the goods, a security
2484 interest in the goods may be perfected by:
2485 (a) Issuance of a document in the name of the secured
2486 party;
2487 (b) The bailee’s receipt of notification of the secured
2488 party’s interest; or
2489 (c) Filing as to the goods.
2490 (5) A security interest in certificated securities,
2491 negotiable documents, or instruments is perfected without filing
2492 or the taking of possession or control for a period of 20 days
2493 from the time it attaches to the extent that it arises for new
2494 value given under a signed an authenticated security agreement.
2495 (6) A perfected security interest in a negotiable document
2496 or goods in possession of a bailee, other than one that has
2497 issued a negotiable document for the goods, remains perfected
2498 for 20 days without filing if the secured party makes available
2499 to the debtor the goods or documents representing the goods for
2500 the purpose of:
2501 (a) Ultimate sale or exchange; or
2502 (b) Loading, unloading, storing, shipping, transshipping,
2503 manufacturing, processing, or otherwise dealing with them in a
2504 manner preliminary to their sale or exchange.
2505 (7) A perfected security interest in a certificated
2506 security or instrument remains perfected for 20 days without
2507 filing if the secured party delivers the security certificate or
2508 instrument to the debtor for the purpose of:
2509 (a) Ultimate sale or exchange; or
2510 (b) Presentation, collection, enforcement, renewal, or
2511 registration of transfer.
2512 (8) After the 20-day period specified in subsection (5),
2513 subsection (6), or subsection (7) expires, perfection depends
2514 upon compliance with this chapter.
2515 Section 86. Subsections (1), (3), and (4) of section
2516 679.3131, Florida Statutes, are amended to read:
2517 679.3131 When possession by or delivery to secured party
2518 perfects security interest without filing.—
2519 (1) Except as otherwise provided in subsection (2), a
2520 secured party may perfect a security interest in tangible
2521 negotiable documents, goods, instruments, negotiable tangible
2522 documents, or tangible money, or tangible chattel paper by
2523 taking possession of the collateral. A secured party may perfect
2524 a security interest in certificated securities by taking
2525 delivery of the certificated securities under s. 678.3011.
2526 (3) With respect to collateral other than certificated
2527 securities and goods covered by a document, a secured party
2528 takes possession of collateral in the possession of a person
2529 other than the debtor, the secured party, or a lessee of the
2530 collateral from the debtor in the ordinary course of the
2531 debtor’s business, when:
2532 (a) The person in possession signs authenticates a record
2533 acknowledging that it holds possession of the collateral for the
2534 secured party’s benefit; or
2535 (b) The person takes possession of the collateral after
2536 having signed authenticated a record acknowledging that the
2537 person will hold possession of the collateral for the secured
2538 party’s benefit.
2539 (4) If perfection of a security interest depends upon
2540 possession of the collateral by a secured party, perfection
2541 occurs not no earlier than the time the secured party takes
2542 possession and continues only while the secured party retains
2543 possession.
2544 Section 87. Section 679.3141, Florida Statutes, is amended
2545 to read:
2546 679.3141 Perfection by control.—
2547 (1) A security interest in controllable accounts,
2548 controllable electronic records, controllable payment
2549 intangibles, deposit accounts, electronic documents, electronic
2550 money, investment property, or letter-of-credit rights
2551 investment property, deposit accounts, letter-of-credit rights,
2552 electronic chattel paper, or electronic documents may be
2553 perfected by control of the collateral under s. 677.106, s.
2554 679.1041, s. 679.1052, s. 679.1053 s. 679.1051, s. 679.1061, or
2555 s. 679.1071.
2556 (2) A security interest in controllable accounts,
2557 controllable electronic records, controllable payment
2558 intangibles, deposit accounts, electronic documents, electronic
2559 money, or letter-of-credit rights deposit accounts, electronic
2560 chattel paper, letter-of-credit rights, or electronic documents
2561 is perfected by control under s. 677.106, s. 679.1041, s.
2562 679.1052, s. 679.1053 s. 679.1051, or s. 679.1071 not earlier
2563 than the time when the secured party obtains control and remains
2564 perfected by control only while the secured party retains
2565 control.
2566 (3) A security interest in investment property is perfected
2567 by control under s. 679.1061 not earlier than from the time the
2568 secured party obtains control and remains perfected by control
2569 until:
2570 (a) The secured party does not have control; and
2571 (b) One of the following occurs:
2572 1. If the collateral is a certificated security, the debtor
2573 has or acquires possession of the security certificate;
2574 2. If the collateral is an uncertificated security, the
2575 issuer has registered or registers the debtor as the registered
2576 owner; or
2577 3. If the collateral is a security entitlement, the debtor
2578 is or becomes the entitlement holder.
2579 Section 88. Section 679.3152, Florida Statutes, is created
2580 to read:
2581 679.3152 Perfection by possession and control of chattel
2582 paper.—
2583 (1) A secured party may perfect a security interest in
2584 chattel paper by taking possession of each authoritative
2585 tangible copy of the record evidencing the chattel paper and
2586 obtaining control of each authoritative electronic copy of the
2587 electronic record evidencing the chattel paper.
2588 (2) A security interest is perfected under subsection (1)
2589 not earlier than the time the secured party takes possession and
2590 obtains control and remains perfected under subsection (1) only
2591 while the secured party retains possession and control.
2592 (3) Section 679.3131(3) and (5)-(8) applies to perfection
2593 by possession of an authoritative tangible copy of a record
2594 evidencing chattel paper.
2595 Section 89. Subsections (1) and (6) of section 679.3161,
2596 Florida Statutes, are amended to read:
2597 679.3161 Continued perfection of security interest
2598 following change in governing law.—
2599 (1) A security interest perfected pursuant to the law of
2600 the jurisdiction designated in s. 679.3011(1), or s.
2601 679.3051(3), s. 679.3062(4), or s. 679.3063(2) remains perfected
2602 until the earliest of:
2603 (a) The time perfection would have ceased under the law of
2604 that jurisdiction;
2605 (b) The expiration of 4 months after a change of the
2606 debtor’s location to another jurisdiction; or
2607 (c) The expiration of 1 year after a transfer of collateral
2608 to a person who thereby becomes a debtor and is located in
2609 another jurisdiction.
2610 (6) A security interest in chattel paper, controllable
2611 accounts, controllable electronic records, controllable payment
2612 intangibles, deposit accounts, letter-of-credit rights, or
2613 investment property which is perfected under the law of the
2614 chattel paper’s jurisdiction, the controllable electronic
2615 record’s jurisdiction, the bank’s jurisdiction, the issuer’s
2616 jurisdiction, a nominated person’s jurisdiction, the securities
2617 intermediary’s jurisdiction, or the commodity intermediary’s
2618 jurisdiction, as applicable, remains perfected until the earlier
2619 of:
2620 (a) The time the security interest would have become
2621 unperfected under the law of that jurisdiction; or
2622 (b) The expiration of 4 months after a change of the
2623 applicable jurisdiction to another jurisdiction.
2624 Section 90. Subsections (2) and (4) of section 679.3171,
2625 Florida Statutes, are amended, subsections (8) through (11) are
2626 added to that section, and subsection (1) of that section is
2627 republished, to read:
2628 679.3171 Interests that take priority over or take free of
2629 security interest or agricultural lien.—
2630 (1) A security interest or agricultural lien is subordinate
2631 to the rights of:
2632 (a) A person entitled to priority under s. 679.322; and
2633 (b) Except as otherwise provided in subsection (5), a
2634 person who becomes a lien creditor before the earlier of the
2635 time:
2636 1. The security interest or agricultural lien is perfected;
2637 or
2638 2. One of the conditions specified in s. 679.2031(2)(c) is
2639 met and a financing statement covering the collateral is filed.
2640 (2) Except as otherwise provided in subsection (5), a
2641 buyer, other than a secured party, of tangible chattel paper,
2642 tangible documents, goods, instruments, tangible documents, or a
2643 certificated security takes free of a security interest or
2644 agricultural lien if the buyer gives value and receives delivery
2645 of the collateral without knowledge of the security interest or
2646 agricultural lien and before it is perfected.
2647 (4) Subject to subsections (6), (7), and (8), a licensee of
2648 a general intangible or a buyer, other than a secured party, of
2649 collateral other than electronic money tangible chattel paper,
2650 tangible documents, goods, instruments, tangible documents, or a
2651 certificated security takes free of a security interest if the
2652 licensee or buyer gives value without knowledge of the security
2653 interest and before it is perfected.
2654 (8) A buyer, other than a secured party, of chattel paper
2655 takes free of a security interest if, without knowledge of the
2656 security interest and before it is perfected, the buyer gives
2657 value and:
2658 (a) Receives delivery of each authoritative tangible copy
2659 of the record evidencing the chattel paper; and
2660 (b) If each authoritative electronic copy of the record
2661 evidencing the chattel paper can be subjected to control under
2662 s. 679.1052, obtains control of each authoritative electronic
2663 copy.
2664 (9) A buyer of an electronic document takes free of a
2665 security interest if, without knowledge of the security interest
2666 and before it is perfected, the buyer gives value and, if each
2667 authoritative electronic copy of the document can be subjected
2668 to control under s. 677.106, obtains control of each
2669 authoritative electronic copy.
2670 (10) A buyer of a controllable electronic record takes free
2671 of a security interest if, without knowledge of the security
2672 interest and before it is perfected, the buyer gives value and
2673 obtains control of the controllable electronic record.
2674 (11) A buyer, other than a secured party, of a controllable
2675 account or a controllable payment intangible takes free of a
2676 security interest if, without knowledge of the security interest
2677 and before it is perfected, the buyer gives value and obtains
2678 control of the controllable account or controllable payment
2679 intangible.
2680 Section 91. Subsections (4) and (6) of section 679.323,
2681 Florida Statutes, are amended, and subsection (1) of that
2682 section is republished, to read:
2683 679.323 Future advances.—
2684 (1) Except as otherwise provided in subsection (3), for
2685 purposes of determining the priority of a perfected security
2686 interest under s. 679.322(1)(a), perfection of the security
2687 interest dates from the time an advance is made to the extent
2688 that the security interest secures an advance that:
2689 (a) Is made while the security interest is perfected only:
2690 1. Under s. 679.3091 when it attaches; or
2691 2. Temporarily under s. 679.3121(5), (6), or (7); and
2692 (b) Is not made pursuant to a commitment entered into
2693 before or while the security interest is perfected by a method
2694 other than under s. 679.3091 or s. 679.3121(5), (6), or (7).
2695 (4) Except as otherwise provided in subsection (5), a buyer
2696 of goods other than a buyer in ordinary course of business takes
2697 free of a security interest to the extent that it secures
2698 advances made after the earlier of:
2699 (a) The time the secured party acquires knowledge of the
2700 buyer’s purchase; or
2701 (b) Forty-five days after the purchase.
2702 (6) Except as otherwise provided in subsection (7), a
2703 lessee of goods, other than a lessee in ordinary course of
2704 business, takes the leasehold interest free of a security
2705 interest to the extent that it secures advances made after the
2706 earlier of:
2707 (a) The time the secured party acquires knowledge of the
2708 lease; or
2709 (b) Forty-five days after the lease contract becomes
2710 enforceable.
2711 Section 92. Subsections (2) and (4) of section 679.324,
2712 Florida Statutes, are amended to read:
2713 679.324 Priority of purchase-money security interests.—
2714 (2) Subject to subsection (3) and except as otherwise
2715 provided in subsection (7), a perfected purchase-money security
2716 interest in inventory has priority over a conflicting security
2717 interest in the same inventory, has priority over a conflicting
2718 security interest in chattel paper or an instrument constituting
2719 proceeds of the inventory and in proceeds of the chattel paper,
2720 if so provided in s. 679.330, and, except as otherwise provided
2721 in s. 679.327, also has priority in identifiable cash proceeds
2722 of the inventory to the extent the identifiable cash proceeds
2723 are received on or before the delivery of the inventory to a
2724 buyer, if:
2725 (a) The purchase-money security interest is perfected when
2726 the debtor receives possession of the inventory;
2727 (b) The purchase-money secured party sends a signed an
2728 authenticated notification to the holder of the conflicting
2729 security interest;
2730 (c) The holder of the conflicting security interest
2731 receives the notification within 5 years before the debtor
2732 receives possession of the inventory; and
2733 (d) The notification states that the person sending the
2734 notification has or expects to acquire a purchase-money security
2735 interest in inventory of the debtor and describes the inventory.
2736 (4) Subject to subsection (5) and except as otherwise
2737 provided in subsection (7), a perfected purchase-money security
2738 interest in livestock that are farm products has priority over a
2739 conflicting security interest in the same livestock, and, except
2740 as otherwise provided in s. 679.327, a perfected security
2741 interest in their identifiable proceeds and identifiable
2742 products in their unmanufactured states also has priority, if:
2743 (a) The purchase-money security interest is perfected when
2744 the debtor receives possession of the livestock;
2745 (b) The purchase-money secured party sends a signed an
2746 authenticated notification to the holder of the conflicting
2747 security interest;
2748 (c) The holder of the conflicting security interest
2749 receives the notification within 6 months before the debtor
2750 receives possession of the livestock; and
2751 (d) The notification states that the person sending the
2752 notification has or expects to acquire a purchase-money security
2753 interest in livestock of the debtor and describes the livestock.
2754 Section 93. Section 679.3251, Florida Statutes, is created
2755 to read:
2756 679.3251 Priority of security interest in controllable
2757 account, controllable electronic record, and controllable
2758 payment intangible.—A security interest in a controllable
2759 account, controllable electronic record, or controllable payment
2760 intangible held by a secured party having control of the
2761 account, electronic record, or payment intangible has priority
2762 over a conflicting security interest held by a secured party
2763 that does not have control.
2764 Section 94. Subsections (1), (2), and (6) of section
2765 679.330, Florida Statutes, are amended, and subsection (4) of
2766 that section is republished, to read:
2767 679.330 Priority of purchaser of chattel paper or
2768 instrument.—
2769 (1) A purchaser of chattel paper has priority over a
2770 security interest in the chattel paper which is claimed merely
2771 as proceeds of inventory subject to a security interest if:
2772 (a) In good faith and in the ordinary course of the
2773 purchaser’s business, the purchaser gives new value, and takes
2774 possession of each authoritative tangible copy of the record
2775 evidencing the chattel paper, and or obtains control under s.
2776 679.1051 of each authoritative electronic copy of the record
2777 evidencing chattel paper under s. 679.1051; and
2778 (b) The authoritative copies of the record evidencing the
2779 chattel paper do does not indicate that the chattel paper it has
2780 been assigned to an identified assignee other than the
2781 purchaser.
2782 (2) A purchaser of chattel paper has priority over a
2783 security interest in the chattel paper which is claimed other
2784 than merely as proceeds of inventory subject to a security
2785 interest if the purchaser gives new value, and takes possession
2786 of each authoritative copy of the record evidencing the chattel
2787 paper, and or obtains control under s. 679.1051 of each
2788 authoritative electronic copy of the record evidencing the
2789 chattel paper under s. 679.1051 in good faith, in the ordinary
2790 course of the purchaser’s business, and without knowledge that
2791 the purchase violates the rights of the secured party.
2792 (4) Except as otherwise provided in s. 679.331(1), a
2793 purchaser of an instrument has priority over a security interest
2794 in the instrument perfected by a method other than possession if
2795 the purchaser gives value and takes possession of the instrument
2796 in good faith and without knowledge that the purchase violates
2797 the rights of the secured party.
2798 (6) For purposes of subsections (2) and (4), if the
2799 authoritative copies of the record evidencing chattel paper or
2800 an instrument indicate indicates that the chattel paper or
2801 instrument it has been assigned to an identified secured party
2802 other than the purchaser, a purchaser of the chattel paper or
2803 instrument has knowledge that the purchase violates the rights
2804 of the secured party.
2805 Section 95. Section 679.331, Florida Statutes, is amended
2806 to read:
2807 679.331 Priority of rights of purchasers of controllable
2808 accounts, controllable electronic records, controllable payment
2809 intangibles instruments, documents, instruments, and securities
2810 under other articles; priority of interests in financial assets
2811 and security entitlements and protection against assertion of
2812 claim under chapters 669 and chapter 678.—
2813 (1) This chapter does not limit the rights of a holder in
2814 due course of a negotiable instrument, a holder to which a
2815 negotiable document of title has been duly negotiated, or a
2816 protected purchaser of a security, or a qualifying purchase of a
2817 controllable account, controllable electronic record, or
2818 controllable payment intangible. These holders or purchasers
2819 take priority over an earlier security interest, even if
2820 perfected, to the extent provided in chapters 669, 673, 677, and
2821 678.
2822 (2) This chapter does not limit the rights of or impose
2823 liability on a person to the extent that the person is protected
2824 against the assertion of an adverse claim under chapter 669 or
2825 chapter 678.
2826 (3) Filing under this chapter does not constitute notice of
2827 a claim or defense to the holders, purchasers, or persons
2828 described in subsections (1) and (2).
2829 Section 96. Section 679.332, Florida Statutes, is amended
2830 to read:
2831 679.332 Transfer of money; transfer of funds from deposit
2832 account; transfer of electronic money.—
2833 (1) A transferee of tangible money takes the money free of
2834 a security interest if the transferee receives possession of the
2835 money without acting unless the transferee acts in collusion
2836 with the debtor in violating the rights of the secured party.
2837 (2) A transferee of funds from a deposit account takes the
2838 funds free of a security interest in the deposit account if the
2839 transferee receives the funds without acting unless the
2840 transferee acts in collusion with the debtor in violating the
2841 rights of the secured party.
2842 (3) A transferee of electronic money takes the money free
2843 of a security interest if the transferee obtains control of the
2844 money without acting in collusion with the debtor in violating
2845 the rights of the secured party.
2846 Section 97. Section 679.341, Florida Statutes, is amended
2847 to read:
2848 679.341 Bank’s rights and duties with respect to deposit
2849 account.—Except as otherwise provided in s. 679.340(3), and
2850 unless the bank otherwise agrees in a signed an authenticated
2851 record, a bank’s rights and duties with respect to a deposit
2852 account maintained with the bank are not terminated, suspended,
2853 or modified by:
2854 (1) The creation, attachment, or perfection of a security
2855 interest in the deposit account;
2856 (2) The bank’s knowledge of the security interest; or
2857 (3) The bank’s receipt of instructions from the secured
2858 party.
2859 Section 98. Subsection (1) of section 679.4041, Florida
2860 Statutes, is amended to read:
2861 679.4041 Rights acquired by assignee; claims and defenses
2862 against assignee.—
2863 (1) Unless an account debtor has made an enforceable
2864 agreement not to assert defenses or claims, and subject to
2865 subsections (2)-(5) (2) through (5), the rights of an assignee
2866 are subject to:
2867 (a) All terms of the agreement between the account debtor
2868 and assignor and any defense or claim in recoupment arising from
2869 the transaction that gave rise to the contract; and
2870 (b) Any other defense or claim of the account debtor
2871 against the assignor which accrues before the account debtor
2872 receives a notification of the assignment signed authenticated
2873 by the assignor or the assignee.
2874 Section 99. Subsections (1) through (4) and (7) of section
2875 679.4061, Florida Statutes, are amended, and subsection (13) is
2876 added to that section, to read:
2877 679.4061 Discharge of account debtor; notification of
2878 assignment; identification and proof of assignment; restrictions
2879 on assignment of accounts, chattel paper, payment intangibles,
2880 and promissory notes ineffective.—
2881 (1) Subject to subsections (2)-(9) (2) through (9) and
2882 (13), an account debtor on an account, chattel paper, or a
2883 payment intangible may discharge its obligation by paying the
2884 assignor until, but not after, the account debtor receives a
2885 notification, signed authenticated by the assignor or the
2886 assignee, that the amount due or to become due has been assigned
2887 and that payment is to be made to the assignee. After receipt of
2888 the notification, the account debtor may discharge its
2889 obligation by paying the assignee and may not discharge the
2890 obligation by paying the assignor.
2891 (2) Subject to subsections (8) and (13) subsection (8),
2892 notification is ineffective under subsection (1):
2893 (a) If it does not reasonably identify the rights assigned;
2894 (b) To the extent that an agreement between an account
2895 debtor and a seller of a payment intangible limits the account
2896 debtor’s duty to pay a person other than the seller and the
2897 limitation is effective under law other than this chapter; or
2898 (c) At the option of an account debtor, if the notification
2899 notifies the account debtor to make less than the full amount of
2900 any installment or other periodic payment to the assignee, even
2901 if:
2902 1. Only a portion of the account, chattel paper, or payment
2903 intangible has been assigned to that assignee;
2904 2. A portion has been assigned to another assignee; or
2905 3. The account debtor knows that the assignment to that
2906 assignee is limited.
2907 (3) Subject to subsections (8) and (13) subsection (8), if
2908 requested by the account debtor, an assignee shall seasonably
2909 furnish reasonable proof that the assignment has been made.
2910 Unless the assignee complies, the account debtor may discharge
2911 its obligation by paying the assignor, even if the account
2912 debtor has received a notification under subsection (1).
2913 (4) For the purposes of this subsection, the term
2914 “promissory note” includes a negotiable instrument that
2915 evidences chattel paper. Except as otherwise provided in
2916 subsections (5) and (12) and ss. 680.303 and 679.4071, and
2917 subject to subsection (8), a term in an agreement between an
2918 account debtor and an assignor or in a promissory note is
2919 ineffective to the extent that it:
2920 (a) Prohibits, restricts, or requires the consent of the
2921 account debtor or person obligated on the promissory note to the
2922 assignment or transfer of, or the creation, attachment,
2923 perfection, or enforcement of a security interest in, the
2924 account, chattel paper, payment intangible, or promissory note;
2925 or
2926 (b) Provides that the assignment or transfer or the
2927 creation, attachment, perfection, or enforcement of the security
2928 interest may give rise to a default, breach, right of
2929 recoupment, claim, defense, termination, right of termination,
2930 or remedy under the account, chattel paper, payment intangible,
2931 or promissory note.
2932 (7) Subject to subsections (8) and (13) subsection (8), an
2933 account debtor may not waive or vary its option under paragraph
2934 (2)(c).
2935 (13) Subsections (1), (2), (3), and (7) do not apply to a
2936 controllable account or controllable payment intangible.
2937 Section 100. Subsection (9) is added to section 679.4081,
2938 Florida Statutes, to read:
2939 679.4081 Restrictions on assignment of promissory notes,
2940 health-care-insurance receivables, and certain general
2941 intangibles ineffective.—
2942 (9) For the purposes of this section, the term “promissory
2943 note” includes a negotiable instrument that evidences chattel
2944 paper.
2945 Section 101. Subsections (1) and (2) of section 679.509,
2946 Florida Statutes, are amended to read:
2947 679.509 Persons entitled to file a record.—
2948 (1) A person may file an initial financing statement,
2949 amendment that adds collateral covered by a financing statement,
2950 or amendment that adds a debtor to a financing statement only
2951 if:
2952 (a) The debtor authorizes the filing in a signed an
2953 authenticated record or pursuant to subsection (2) or subsection
2954 (3); or
2955 (b) The person holds an agricultural lien that has become
2956 effective at the time of filing and the financing statement
2957 covers only collateral in which the person holds an agricultural
2958 lien.
2959 (2) By signing authenticating or becoming bound as a debtor
2960 by a security agreement, a debtor or new debtor authorizes the
2961 filing of an initial financing statement, and an amendment,
2962 covering:
2963 (a) The collateral described in the security agreement; and
2964 (b) Property that becomes collateral under s.
2965 679.3151(1)(b), whether or not the security agreement expressly
2966 covers proceeds.
2967 Section 102. Subsections (2) and (3) of section 679.513,
2968 Florida Statutes, are amended to read:
2969 679.513 Termination statement.—
2970 (2) To comply with subsection (1), a secured party shall
2971 cause the secured party of record to file the termination
2972 statement:
2973 (a) Within 1 month after there is no obligation secured by
2974 the collateral covered by the financing statement and no
2975 commitment to make an advance, incur an obligation, or otherwise
2976 give value; or
2977 (b) If earlier, within 20 days after the secured party
2978 receives a signed an authenticated demand from a debtor.
2979 (3) In cases not governed by subsection (1), within 20 days
2980 after a secured party receives a signed an authenticated demand
2981 from a debtor, the secured party shall cause the secured party
2982 of record for a financing statement to send to the debtor a
2983 termination statement for the financing statement or file the
2984 termination statement in the filing office if:
2985 (a) Except in the case of a financing statement covering
2986 accounts or chattel paper that has been sold or goods that are
2987 the subject of a consignment, there is no obligation secured by
2988 the collateral covered by the financing statement and no
2989 commitment to make an advance, incur an obligation, or otherwise
2990 give value;
2991 (b) The financing statement covers accounts or chattel
2992 paper that has been sold but as to which the account debtor or
2993 other person obligated has discharged its obligation;
2994 (c) The financing statement covers goods that were the
2995 subject of a consignment to the debtor but are not in the
2996 debtor’s possession; or
2997 (d) The debtor did not authorize the filing of the initial
2998 financing statement.
2999 Section 103. Subsection (2) of section 679.601, Florida
3000 Statutes, is amended, and subsection (4) of that section is
3001 republished, to read:
3002 679.601 Rights after default; judicial enforcement;
3003 consignor or buyer of accounts, chattel paper, payment
3004 intangibles, or promissory notes.—
3005 (2) A secured party in possession of collateral or control
3006 of collateral under s. 679.1041, s. 679.1051, s. 679.1052, s.
3007 679.1053, s. 679.1061, or s. 679.1071 has the rights and duties
3008 provided in s. 679.2071.
3009 (4) Except as otherwise provided in subsection (7) and s.
3010 679.605, after default, a debtor and an obligor have the rights
3011 provided in this part and by agreement of the parties.
3012 Section 104. Subsection (4) of section 679.604, Florida
3013 Statutes, is amended to read:
3014 679.604 Procedure if security agreement covers real
3015 property or fixtures.—
3016 (4) A secured party that removes collateral shall promptly
3017 reimburse any encumbrancer or owner of the real property, other
3018 than the debtor, for the cost of repair of any physical injury
3019 caused by the removal. The secured party need not reimburse the
3020 encumbrancer or owner for any diminution in value of the real
3021 property caused by the absence of the goods removed or by any
3022 necessity of replacing them. A person entitled to reimbursement
3023 may refuse permission to remove until the secured party gives
3024 adequate assurance for the performance of the obligation to
3025 reimburse. This subsection does not prohibit a secured party and
3026 the person entitled to reimbursement from entering into a signed
3027 an authenticated record providing for the removal of fixtures
3028 and reimbursement for any damage caused thereby.
3029 Section 105. Section 679.605, Florida Statutes, is amended
3030 to read:
3031 679.605 Unknown debtor or secondary obligor.—
3032 (1) Except as provided in subsection (2), a secured party
3033 does not owe a duty based on its status as secured party:
3034 (a)(1) To a person who is a debtor or obligor, unless the
3035 secured party knows:
3036 1.(a) That the person is a debtor or obligor;
3037 2.(b) The identity of the person; and
3038 3.(c) How to communicate with the person; or
3039 (b)(2) To a secured party or lienholder that has filed a
3040 financing statement against a person, unless the secured party
3041 knows:
3042 1.(a) That the person is a debtor; and
3043 2.(b) The identity of the person.
3044 (2) A secured party owes a duty based on its status as a
3045 secured party to a person if, at the time the secured party
3046 obtains control of collateral that is a controllable account,
3047 controllable electronic record, or controllable payment
3048 intangible or at the time the security interest attaches to the
3049 collateral, whichever is later:
3050 (a) The person is a debtor or obligor; and
3051 (b) The secured party knows that the information relating
3052 to the person in subparagraph (1)(a)1., subparagraph (1)(a)2.,
3053 or subparagraph (1)(a)3. is not provided by the collateral, a
3054 record attached to or logically associated with the collateral,
3055 or the system in which the collateral is recorded.
3056 Section 106. Paragraph (a) of subsection (1) and subsection
3057 (3) of section 679.608, Florida Statutes, are amended to read:
3058 679.608 Application of proceeds of collection or
3059 enforcement; liability for deficiency and right to surplus.—
3060 (1) If a security interest or agricultural lien secures
3061 payment or performance of an obligation, the following rules
3062 apply:
3063 (a) A secured party shall apply or pay over for application
3064 the cash proceeds of collection or enforcement under s. 679.607
3065 in the following order to:
3066 1. The reasonable expenses of collection and enforcement
3067 and, to the extent provided for by agreement and not prohibited
3068 by law, reasonable attorney’s fees and legal expenses incurred
3069 by the secured party;
3070 2. The satisfaction of obligations secured by the security
3071 interest or agricultural lien under which the collection or
3072 enforcement is made; and
3073 3. The satisfaction of obligations secured by any
3074 subordinate security interest in or other lien on the collateral
3075 subject to the security interest or agricultural lien under
3076 which the collection or enforcement is made if the secured party
3077 receives a signed an authenticated demand for proceeds before
3078 distribution of the proceeds is completed.
3079 (3) If the secured party in good faith cannot determine the
3080 validity, extent, or priority of a subordinate security interest
3081 or other lien or there are conflicting claims of subordinate
3082 interests or liens, the secured party may commence an
3083 interpleader action with respect to remaining proceeds in excess
3084 of $2,500 in the circuit or county court, as applicable based
3085 upon the amount to be deposited, where the collateral was
3086 located or collected or in the county where the debtor has its
3087 chief executive office or principal residence in this state, as
3088 applicable. If authorized in a signed an authenticated record,
3089 the interpleading secured party is entitled to be paid from the
3090 remaining proceeds the actual costs of the filing fee and an
3091 attorney attorney’s fee in the amount of $250 incurred in
3092 connection with filing the interpleader action and obtaining an
3093 order approving the interpleader of funds. The debtor in a
3094 consumer transaction may not be assessed for the reasonable
3095 attorney attorney’s fees and costs incurred in the interpleader
3096 action by the holders of subordinate security interests or other
3097 liens based upon disputes among said holders, and a debtor in a
3098 transaction other than a consumer transaction may only recover
3099 such fees and costs to the extent provided for in a signed an
3100 authenticated record. If authorized in a signed an authenticated
3101 record, the court in the interpleader action may award
3102 reasonable attorney attorney’s fees and costs to the prevailing
3103 party in a dispute between the debtor and a holder of a security
3104 interest or lien which claims an interest in the remaining
3105 interplead proceeds, but only if the debtor challenges the
3106 validity, priority, or extent of said security interest or lien.
3107 Except as provided in this subsection, a debtor may not be
3108 assessed reasonable attorney attorney’s fees and costs incurred
3109 by any party in an interpleader action commenced under this
3110 section.
3111 Section 107. Subsections (1), (2), (3), (5), and (6) of
3112 section 679.611, Florida Statutes, are amended to read:
3113 679.611 Notification before disposition of collateral.—
3114 (1) In this section, the term “notification date” means the
3115 earlier of the date on which:
3116 (a) A secured party sends to the debtor and any secondary
3117 obligor a signed an authenticated notification of disposition;
3118 or
3119 (b) The debtor and any secondary obligor waive the right to
3120 notification.
3121 (2) Except as otherwise provided in subsection (4), a
3122 secured party that disposes of collateral under s. 679.610 shall
3123 send to the persons specified in subsection (3) a reasonable
3124 signed authenticated notification of disposition.
3125 (3) To comply with subsection (2), the secured party shall
3126 send a signed an authenticated notification of disposition to:
3127 (a) The debtor;
3128 (b) Any secondary obligor; and
3129 (c) If the collateral is other than consumer goods:
3130 1. Any other person from whom the secured party has
3131 received, before the notification date, a signed an
3132 authenticated notification of a claim of an interest in the
3133 collateral;
3134 2. Any other secured party or lienholder that, 10 days
3135 before the notification date, held a security interest in or
3136 other lien on the collateral perfected by the filing of a
3137 financing statement that:
3138 a. Identified the collateral;
3139 b. Was indexed under the debtor’s name as of that date; and
3140 c. Was filed in the office in which to file a financing
3141 statement against the debtor covering the collateral as of that
3142 date; and
3143 3. Any other secured party that, 10 days before the
3144 notification date, held a security interest in the collateral
3145 perfected by compliance with a statute, regulation, or treaty
3146 described in s. 679.3111(1).
3147 (5) A secured party complies with the requirement for
3148 notification prescribed by subparagraph (3)(c)2. if:
3149 (a) Not later than 20 days or earlier than 30 days before
3150 the notification date, the secured party requests, in a
3151 commercially reasonable manner, information concerning financing
3152 statements indexed under the debtor’s name in the office
3153 indicated in subparagraph (3)(c)2.; and
3154 (b) Before the notification date, the secured party:
3155 1. Did not receive a response to the request for
3156 information; or
3157 2. Received a response to the request for information and
3158 sent a signed an authenticated notification of disposition to
3159 each secured party or other lienholder named in that response
3160 whose financing statement covered the collateral.
3161 (6) For purposes of subsection (3), the secured party may
3162 send the signed authenticated notification as follows:
3163 (a) If the collateral is other than consumer goods, to the
3164 debtor at the address in the financing statement, unless the
3165 secured party has received a signed an authenticated record from
3166 the debtor notifying the secured party of a different address
3167 for such notification purposes or the secured party has actual
3168 knowledge of the address of the debtor’s chief executive office
3169 or principal residence, as applicable, at the time the
3170 notification is sent;
3171 (b) If the collateral is other than consumer goods, to any
3172 secondary obligor at the address, if any, in the signed
3173 authenticated agreement, unless the secured party has received a
3174 signed an authenticated record from the secondary obligor
3175 notifying the secured party of a different address for such
3176 notification purposes or the secured party has actual knowledge
3177 of the address of the secondary obligor’s chief executive office
3178 or principal residence, as applicable, at the time the
3179 notification is sent; and
3180 (c) If the collateral is other than consumer goods:
3181 1. To the person described in subparagraph (3)(c)1., at the
3182 address stated in the notification;
3183 2. To the person described in subparagraph (3)(c)2., at the
3184 address stated in the financing statement;
3185 3. To the person described in subparagraph (3)(c)3., at the
3186 address stated in the official records of the recording or
3187 registration agency.
3188 Section 108. Subsection (5) of section 679.613, Florida
3189 Statutes, is amended to read:
3190 679.613 Contents and form of notification before
3191 disposition of collateral; general.—Except in a consumer-goods
3192 transaction, the following rules apply:
3193 (5)(a) The following form of notification and the form
3194 appearing in s. 679.614(3)(a) s. 679.614(3), when completed in
3195 accordance with the instructions in paragraph (b), each provides
3196 sufficient information:
3197
3198 NOTIFICATION OF DISPOSITION
3199 OF COLLATERAL
3200
3201 To:...(Name of debtor, obligor, or other person to which the
3202 notification is sent)...
3203 From:...(Name, address, and telephone number of secured
3204 party)...
3205 Item 1. Name of any debtor that is not an addressee
3206 Debtor(s):...(Name of each debtor Include only if debtor(s) are
3207 not an addressee)...
3208 [For a public disposition:]
3209 Item 2. We will sell [or lease or license, as applicable]
3210 the ...(describe collateral)...to the highest qualified bidder
3211 at public sale. A sale could include a lease or a license. The
3212 sale will be held in public as follows:
3213 Day and Date:
3214 Time:
3215 Place:
3216 [For a private disposition:]
3217 Item 3. We will sell [or lease or license, as applicable]
3218 the ...(describe collateral)... at a private sale privately
3219 sometime after ...(day and date).... A sale could include a
3220 lease or a license.
3221 Item 4. You are entitled to an accounting of the unpaid
3222 indebtedness secured by the property that we intend to sell or,
3223 as applicable, [or lease or license.
3224 Item 5. If you request an accounting, you must pay, as
3225 applicable] for a charge of $.....
3226 Item 6. You may request an accounting by calling us at
3227 ...(telephone number)....
3228 (b) The following instructions apply to the form set forth
3229 in paragraph (a):
3230 1. Do not include the item numbers in the notification, as
3231 they are used only for the purpose of clarification.
3232 2. Include and complete Item 1 only if there is a debtor
3233 that is not an addressee of the notification and list the name
3234 or names.
3235 3. Include and complete either Item 2, if the notification
3236 relates to a public disposition of the collateral, or Item 3, if
3237 the notification relates to a private disposition of the
3238 collateral. If Item 2 is completed, include the words “to the
3239 highest qualified bidder” only if applicable.
3240 4. Include and complete Items 4 and 6.
3241 5. Include and complete Item 5 only if the sender will
3242 charge the recipient for an accounting.
3243 Section 109. Subsection (3) of section 679.614, Florida
3244 Statutes, is amended to read:
3245 679.614 Contents and form of notification before
3246 disposition of collateral; consumer-goods transaction.—In a
3247 consumer-goods transaction, the following rules apply:
3248 (3)(a) The following form of notification, when completed
3249 in accordance with the instructions set forth in paragraph (b),
3250 provides sufficient information:
3251
3252 ...(Name and address of secured party)...
3253 ...(Date)...
3254
3255 NOTICE OF OUR PLAN TO SELL PROPERTY
3256
3257 ...(Name and address of any obligor who is also a debtor)...
3258 Subject:...(Identify Identification of Transaction)...
3259 We have your ...(describe collateral)..., because you broke
3260 promises in our agreement.
3261 [For a public disposition:]
3262 Item 1. We will sell ...(describe collateral)... at public
3263 sale. A sale could include a lease or license. The sale will be
3264 held as follows:
3265 Date:
3266 Time:
3267 Place:
3268
3269 You may attend the sale and bring bidders if you want.
3270 [For a private disposition:]
3271 Item 2. We will sell ...(describe collateral)... at private
3272 sale sometime after ...(date).... A sale could include a lease
3273 or license.
3274 Item 3. The money that we get from the sale (after paying
3275 our costs) will reduce the amount you owe. If we get less money
3276 than you owe, you ...(will or will not, as applicable)... still
3277 owe us the difference. If we get more money than you owe, you
3278 will get the extra money, unless we must pay it to someone else.
3279 Item 4. You can get the property back at any time before we
3280 sell it by paying us the full amount you owe, (not just the past
3281 due payments), including our expenses. To learn the exact amount
3282 you must pay, call us at ...(telephone number)....
3283 Item 5. If you want us to explain to you ...(in writing or
3284 in description of electronic record)... how we have figured the
3285 amount that you owe us, Item 6. you may call us at ...(telephone
3286 number)..., or write us at ...(secured party’s address)..., or
3287 contact us by ...(description of electronic communication
3288 method)... Item 7. and request a written explanation, an
3289 explanation in ...(description of electronic record)....
3290 Item 8. We will charge you $.... for the explanation if we
3291 sent you another written explanation of the amount you owe us
3292 within the last 6 months.
3293 Item 9. If you need more information about the sale, call
3294 us at ...(telephone number)..., or write us at ...(secured
3295 party’s address)..., or contact us by ...(description of
3296 electronic communication method)....
3297 Item 10. We are sending this notice to the following other
3298 people who have an interest in ...(describe collateral)... or
3299 who owe money under your agreement:
3300 ...(Names of all other debtors and obligors, if any)...
3301 (b) The following instructions apply to the form of
3302 notification in paragraph (a):
3303 1. The instructions in this paragraph refer to the numbers
3304 before items in the form of notification in paragraph (a). Do
3305 not include the numbers in the notification. The numbers are
3306 used only for the purpose of these instructions.
3307 2. Include and complete either Item 1, if the notification
3308 relates to a public disposition of the collateral, or Item 2, if
3309 the notification relates to a private disposition of the
3310 collateral.
3311 3. Include and complete Items 3, 4, 5, 6, and 7.
3312 4. In Item 5, include and complete any one of the three
3313 alternative methods for the explanation identified in paragraph
3314 (a).
3315 5. In Item 6, include the telephone number. In addition,
3316 the sender may include and complete either or both of the two
3317 additional alternative methods of communication identified in
3318 paragraph (a) for the recipient of the notification to
3319 communicate with the sender. Neither of the two additional
3320 methods of communication is required to be included.
3321 6. In Item 7, include and complete the method or methods
3322 for the explanation—writing, writing or electronic record, or
3323 electronic record—included in Item 5.
3324 7. Include and complete Item 8 only if a written
3325 explanation is included in Item 5 as a method for communicating
3326 the explanation and the sender will charge the recipient for
3327 another written explanation.
3328 8. In Item 9, include either the telephone number or the
3329 address, or both. In addition, the sender may include and
3330 complete the additional method of communication identified in
3331 paragraph (a) for the recipient of the notification to
3332 communicate with the sender. The additional method of electronic
3333 communication is not required to be included.
3334 9. If Item 10 does not apply, insert “None” after
3335 “agreement:.”
3336 Section 110. Subsection (1) of section 679.615, Florida
3337 Statutes, is amended to read:
3338 679.615 Application of proceeds of disposition; liability
3339 for deficiency and right to surplus.—
3340 (1) A secured party shall apply or pay over for application
3341 the cash proceeds of disposition under s. 679.610 in the
3342 following order to:
3343 (a) The reasonable expenses of retaking, holding, preparing
3344 for disposition, processing, and disposing, and, to the extent
3345 provided for by agreement and not prohibited by law, reasonable
3346 attorney’s fees and legal expenses incurred by the secured
3347 party;
3348 (b) The satisfaction of obligations secured by the security
3349 interest or agricultural lien under which the disposition is
3350 made;
3351 (c) The satisfaction of obligations secured by any
3352 subordinate security interest in or other subordinate lien on
3353 the collateral if:
3354 1. The secured party receives from the holder of the
3355 subordinate security interest or other lien a signed an
3356 authenticated demand for proceeds before distribution of the
3357 proceeds is completed; and
3358 2. In a case in which a consignor has an interest in the
3359 collateral, the subordinate security interest or other lien is
3360 senior to the interest of the consignor; and
3361 (d) A secured party that is a consignor of the collateral
3362 if the secured party receives from the consignor a signed an
3363 authenticated demand for proceeds before distribution of the
3364 proceeds is completed.
3365 Section 111. Subsections (1), (2), and (3) of section
3366 679.616, Florida Statutes, are amended to read:
3367 679.616 Explanation of calculation of surplus or
3368 deficiency.—
3369 (1) In this section, the term:
3370 (a) “Explanation” means a record writing that:
3371 1. States the amount of the surplus or deficiency;
3372 2. Provides an explanation in accordance with subsection
3373 (3) of how the secured party calculated the surplus or
3374 deficiency;
3375 3. States, if applicable, that future debits, credits,
3376 charges, including additional credit service charges or
3377 interest, rebates, and expenses may affect the amount of the
3378 surplus or deficiency; and
3379 4. Provides a telephone number or mailing address from
3380 which additional information concerning the transaction is
3381 available.
3382 (b) “Request” means a record:
3383 1. Signed Authenticated by a debtor or consumer obligor;
3384 2. Requesting that the recipient provide an explanation;
3385 and
3386 3. Sent after disposition of the collateral under s.
3387 679.610.
3388 (2) In a consumer-goods transaction in which the debtor is
3389 entitled to a surplus or a consumer obligor is liable for a
3390 deficiency under s. 679.615, the secured party shall:
3391 (a) Send an explanation to the debtor or consumer obligor,
3392 as applicable, after the disposition and:
3393 1. Before or when the secured party accounts to the debtor
3394 and pays any surplus or first makes written demand in a record
3395 on the consumer obligor after the disposition for payment of the
3396 deficiency; and
3397 2. Within 14 days after receipt of a request; or
3398 (b) In the case of a consumer obligor who is liable for a
3399 deficiency, within 14 days after receipt of a request, send to
3400 the consumer obligor a record waiving the secured party’s right
3401 to a deficiency.
3402 (3) To comply with subparagraph (1)(a)2., an explanation a
3403 writing must provide the following information in the following
3404 order:
3405 (a) The aggregate amount of obligations secured by the
3406 security interest under which the disposition was made, and, if
3407 the amount reflects a rebate of unearned interest or credit
3408 service charge, an indication of that fact, calculated as of a
3409 specified date:
3410 1. If the secured party takes or receives possession of the
3411 collateral after default, not more than 35 days before the
3412 secured party takes or receives possession; or
3413 2. If the secured party takes or receives possession of the
3414 collateral before default or does not take possession of the
3415 collateral, not more than 35 days before the disposition;
3416 (b) The amount of proceeds of the disposition;
3417 (c) The aggregate amount of the obligations after deducting
3418 the amount of proceeds;
3419 (d) The amount, in the aggregate or by type, and types of
3420 expenses, including expenses of retaking, holding, preparing for
3421 disposition, processing, and disposing of the collateral, and
3422 attorney’s fees secured by the collateral which are known to the
3423 secured party and relate to the current disposition;
3424 (e) The amount, in the aggregate or by type, and types of
3425 credits, including rebates of interest or credit service
3426 charges, to which the obligor is known to be entitled and which
3427 are not reflected in the amount in paragraph (a); and
3428 (f) The amount of the surplus or deficiency.
3429 Section 112. Subsection (1) of section 679.619, Florida
3430 Statutes, is amended to read:
3431 679.619 Transfer of record or legal title.—
3432 (1) In this section, the term “transfer statement” means a
3433 record signed authenticated by a secured party stating:
3434 (a) That the debtor has defaulted in connection with an
3435 obligation secured by specified collateral;
3436 (b) That the secured party has exercised its post-default
3437 remedies with respect to the collateral;
3438 (c) That, by reason of the exercise, a transferee has
3439 acquired the rights of the debtor in the collateral; and
3440 (d) The name and mailing address of the secured party,
3441 debtor, and transferee.
3442 Section 113. Subsections (1), (2), (3), and (6) of section
3443 679.620, Florida Statutes, are amended to read:
3444 679.620 Acceptance of collateral in full or partial
3445 satisfaction of obligation; compulsory disposition of
3446 collateral.—
3447 (1) Except as otherwise provided in subsection (7), a
3448 secured party may accept collateral in full or partial
3449 satisfaction of the obligation it secures only if:
3450 (a) The debtor consents to the acceptance under subsection
3451 (3);
3452 (b) The secured party does not receive, within the time set
3453 forth in subsection (4), a notification of objection to the
3454 proposal signed authenticated by:
3455 1. A person to whom the secured party was required to send
3456 a proposal under s. 679.621; or
3457 2. Any other person, other than the debtor, holding an
3458 interest in the collateral subordinate to the security interest
3459 that is the subject of the proposal;
3460 (c) If the collateral is consumer goods, the collateral is
3461 not in the possession of the debtor when the debtor consents to
3462 the acceptance; and
3463 (d) Subsection (5) does not require the secured party to
3464 dispose of the collateral or the debtor waives the requirement
3465 pursuant to s. 679.624.
3466 (2) A purported or apparent acceptance of collateral under
3467 this section is ineffective unless:
3468 (a) The secured party consents to the acceptance in a
3469 signed an authenticated record or sends a proposal to the
3470 debtor; and
3471 (b) The conditions of subsection (1) are met.
3472 (3) For purposes of this section:
3473 (a) A debtor consents to an acceptance of collateral in
3474 partial satisfaction of the obligation it secures only if the
3475 debtor agrees to the terms of the acceptance in a record signed
3476 authenticated after default; and
3477 (b) A debtor consents to an acceptance of collateral in
3478 full satisfaction of the obligation it secures only if the
3479 debtor agrees to the terms of the acceptance in a record signed
3480 authenticated after default or the secured party:
3481 1. Sends to the debtor after default a proposal that is
3482 unconditional or subject only to a condition that collateral not
3483 in the possession of the secured party be preserved or
3484 maintained;
3485 2. In the proposal, proposes to accept collateral in full
3486 satisfaction of the obligation it secures, and, in a consumer
3487 transaction, provides notice that the proposal will be deemed
3488 accepted if it is not objected to by an authenticated notice
3489 within 30 days after the date the proposal is sent by the
3490 secured party; and
3491 3. Does not receive a notification of objection signed
3492 authenticated by the debtor within 30 days after the proposal is
3493 sent.
3494 (6) To comply with subsection (5), the secured party shall
3495 dispose of the collateral:
3496 (a) Within 90 days after taking possession; or
3497 (b) Within any longer period to which the debtor and all
3498 secondary obligors have agreed in an agreement to that effect
3499 entered into and signed authenticated after default.
3500 Section 114. Subsection (1) of section 679.621, Florida
3501 Statutes, is amended to read:
3502 679.621 Notification of proposal to accept collateral.—
3503 (1) A secured party that desires to accept collateral in
3504 full or partial satisfaction of the obligation it secures shall
3505 send its proposal to:
3506 (a) Any person from whom the secured party has received,
3507 before the debtor consented to the acceptance, a signed an
3508 authenticated notification of a claim of an interest in the
3509 collateral;
3510 (b) Any other secured party or lienholder that, 10 days
3511 before the debtor consented to the acceptance, held a security
3512 interest in or other lien on the collateral perfected by the
3513 filing of a financing statement that:
3514 1. Identified the collateral;
3515 2. Was indexed under the debtor’s name as of that date; and
3516 3. Was filed in the office or offices in which to file a
3517 financing statement against the debtor covering the collateral
3518 as of that date; and
3519 (c) Any other secured party that, 10 days before the debtor
3520 consented to the acceptance, held a security interest in the
3521 collateral perfected by compliance with a statute, regulation,
3522 or treaty described in s. 679.3111(1).
3523 Section 115. Section 679.624, Florida Statutes, is amended
3524 to read:
3525 679.624 Waiver.—
3526 (1) A debtor or secondary obligor may waive the right to
3527 notification of disposition of collateral under s. 679.611 only
3528 by an agreement to that effect entered into and signed
3529 authenticated after default.
3530 (2) A debtor may waive the right to require disposition of
3531 collateral under s. 679.620(5) only by an agreement to that
3532 effect entered into and signed authenticated after default.
3533 (3) Except in a consumer-goods transaction, a debtor or
3534 secondary obligor may waive the right to redeem collateral under
3535 s. 679.623 only by an agreement to that effect entered into and
3536 signed authenticated after default.
3537 Section 116. Subsections (1) and (5) of section 679.625,
3538 Florida Statutes, are amended, and subsections (3), (6), and (7)
3539 of that section are republished, to read:
3540 679.625 Remedies for failure to comply with article.—
3541 (1) If it is established that a secured party is not
3542 proceeding in accordance with this chapter, a court may order or
3543 restrain collection, enforcement, or disposition of collateral
3544 on appropriate terms and conditions. This subsection does shall
3545 not preclude a debtor other than a consumer and a secured party,
3546 or two or more secured parties in other than a consumer
3547 transaction, from agreeing in a signed an authenticated record
3548 that the debtor or secured party must first provide to the
3549 alleged offending secured party notice of a violation of this
3550 chapter and opportunity to cure before commencing any legal
3551 proceeding under this section.
3552 (3) Except as otherwise provided in s. 679.628:
3553 (a) A person who, at the time of the failure, was a debtor,
3554 was an obligor, or held a security interest in or other lien on
3555 the collateral may recover damages under subsection (2) for the
3556 person’s loss; and
3557 (b) If the collateral is consumer goods, a person who was a
3558 debtor or a secondary obligor at the time a secured party failed
3559 to comply with this part may recover for that failure in any
3560 event an amount not less than the credit service charge plus 10
3561 percent of the principal amount of the obligation or the time
3562 price differential plus 10 percent of the cash price.
3563 (5) In lieu of damages recoverable under subsection (2),
3564 the debtor, consumer obligor, or person named as a debtor in a
3565 filed record, as applicable, may recover $500 in each case from
3566 a person who:
3567 (a) Fails to comply with s. 679.2081;
3568 (b) Fails to comply with s. 679.209;
3569 (c) Files a record that the person is not entitled to file
3570 under s. 679.509(1);
3571 (d) Fails to cause the secured party of record to file or
3572 send a termination statement as required by s. 679.513(1) or (3)
3573 after receipt of a signed an authenticated record notifying the
3574 person of such noncompliance;
3575 (e) Fails to comply with s. 679.616(2)(a) and whose failure
3576 is part of a pattern, or consistent with a practice, of
3577 noncompliance; or
3578 (f) Fails to comply with s. 679.616(2)(b).
3579 (6) A debtor or consumer obligor may recover damages under
3580 subsection (2) and, in addition, $500 in each case from a person
3581 who, without reasonable cause, fails to comply with a request
3582 under s. 679.210. A recipient of a request under s. 679.210
3583 which never claimed an interest in the collateral or obligations
3584 that are the subject of a request under that section has a
3585 reasonable excuse for failure to comply with the request within
3586 the meaning of this subsection.
3587 (7) If a secured party fails to comply with a request
3588 regarding a list of collateral or a statement of account under
3589 s. 679.210, the secured party may claim a security interest only
3590 as shown in the list or statement included in the request as
3591 against a person who is reasonably misled by the failure.
3592 Section 117. Subsections (1) and (2) of section 679.628,
3593 Florida Statutes, are amended, and subsection (6) is added to
3594 that section, to read:
3595 679.628 Nonliability and limitation on liability of secured
3596 party; liability of secondary obligor.—
3597 (1) Subject to subsection (6), unless a secured party knows
3598 that a person is a debtor or obligor, knows the identity of the
3599 person, and knows how to communicate with the person:
3600 (a) The secured party is not liable to the person, or to a
3601 secured party or lienholder that has filed a financing statement
3602 against the person, for failure to comply with this chapter; and
3603 (b) The secured party’s failure to comply with this chapter
3604 does not affect the liability of the person for a deficiency.
3605 (2) Subject to subsection (6), a secured party is not
3606 liable because of its status as a secured party:
3607 (a) To a person who is a debtor or obligor, unless the
3608 secured party knows:
3609 1. That the person is a debtor or obligor;
3610 2. The identity of the person; and
3611 3. How to communicate with the person; or
3612 (b) To a secured party or lienholder that has filed a
3613 financing statement against a person, unless the secured party
3614 knows:
3615 1. That the person is a debtor; and
3616 2. The identity of the person.
3617 (6) Subsections (1) and (2) do not apply to limit the
3618 liability of a secured party to a person if, at the time the
3619 secured party obtains control of collateral that is a
3620 controllable account, controllable electronic record, or
3621 controllable payment intangible or at the time the security
3622 interest attaches to the collateral, whichever is later:
3623 (a) The person is a debtor or obligor; and
3624 (b) The secured party knows that the information in
3625 subparagraph (2)(a)1., subparagraph (2)(a)2., or subparagraph
3626 (2)(a)3., relating to the person is not provided by the
3627 collateral, a record attached to or logically associated with
3628 the collateral, or the system in which the collateral is
3629 recorded.
3630 Section 118. Part IX of chapter 679, Florida Statutes,
3631 consisting of ss. 679.901 and 679.902, Florida Statutes, is
3632 created and entitled “Transitional Provisions.”
3633 Section 119. Section 679.901, Florida Statutes, is created
3634 to read:
3635 679.901 Saving clause.—Except as otherwise provided in ss.
3636 669.501-669.706, a transaction validly entered into before July
3637 1, 2025, and the rights, duties, and interests flowing from such
3638 transaction remain valid thereafter and may be terminated,
3639 completed, consummated, or enforced as required or permitted by
3640 law other than the Uniform Commercial Code or, if applicable, by
3641 the Uniform Commercial Code as though this act had not taken
3642 effect.
3643 Section 120. Section 679.902, Florida Statutes, is created
3644 to read:
3645 679.902 Transitional provisions.—Effective July 1, 2025,
3646 chapter 679 shall be amended by this act, including the
3647 transitional provisions for chapters 669 and 679, as amended by
3648 this act, as provided in part II of chapter 669.
3649 Section 121. Section 680.1021, Florida Statutes, is amended
3650 to read:
3651 680.1021 Scope.—
3652 (1) This chapter applies to any transaction, regardless of
3653 form, that creates a lease and, in the case of a hybrid lease,
3654 applies to the extent provided in subsection (2).
3655 (2) In a hybrid lease, both of the following apply:
3656 (a) If the lease-of-goods aspects do not predominate:
3657 1. Only the provisions of this chapter which relate
3658 primarily to the lease-of-goods aspects of the transaction
3659 apply, and the provisions that relate primarily to the
3660 transaction as a whole do not apply;
3661 2. Section 608.209 applies if the lease is a finance lease;
3662 and
3663 3. Section 608.407 applies to the promises of the lessee in
3664 a finance lease to the extent that the promises are
3665 consideration for the right to possession and use of the leased
3666 goods.
3667 (b) If the lease-of-goods aspects predominate, this chapter
3668 applies to the transaction, but does not preclude application in
3669 appropriate circumstances of other law to aspects of the lease
3670 which do not relate to the lease of goods.
3671 Section 122. Present paragraphs (i) through (z) of
3672 subsection (1) of section 680.1031, Florida Statutes, are
3673 redesignated as paragraphs (j) through (aa), respectively, a new
3674 paragraph (i) is added to that subsection, and paragraphs (a),
3675 (d), (e), (f), (h), (j), (l), and (m) of subsection (3) of that
3676 section are amended, to read:
3677 680.1031 Definitions and index of definitions.—
3678 (1) In this chapter, unless the context otherwise requires:
3679 (i) “Hybrid lease” means a single transaction involving a
3680 lease of goods and:
3681 1. The provision of services;
3682 2. A sale of other goods; or
3683 3. A sale, lease, or license of property other than goods.
3684 (3) The following definitions in other chapters of this
3685 code apply to this chapter:
3686 (a) “Account,” s. 679.1021(1) s. 679.1021(1)(b).
3687 (d) “Chattel paper,” s. 679.1021(1) s. 679.1021(1)(k).
3688 (e) “Consumer goods,” s. 679.1021(1) s. 679.1021(1)(w).
3689 (f) “Document,” s. 679.1021(1) s. 679.1021(1)(dd).
3690 (h) “General intangible,” s. 679.1021(1) s.
3691 679.1021(1)(pp).
3692 (j) “Instrument,” s. 679.1021(1) s. 679.1021(1)(uu).
3693 (l) “Mortgage,” s. 679.1021(1) s. 679.1021(1)(ccc).
3694 (m) “Pursuant to a commitment,” s. 679.1021(1) s.
3695 679.1021(1)(ppp).
3696 Section 123. Section 680.1071, Florida Statutes, is amended
3697 to read:
3698 680.1071 Waiver or renunciation of claim or right after
3699 default.—Any claim or right arising out of an alleged default or
3700 breach of warranty may be discharged in whole or in part without
3701 consideration by a written waiver or renunciation in a signed
3702 record and delivered by the aggrieved party.
3703 Section 124. Subsections (1), (3), and (5) of section
3704 680.201, Florida Statutes, are amended to read:
3705 680.201 Statute of frauds.—
3706 (1) A lease contract is not enforceable by way of action or
3707 defense unless:
3708 (a) In a lease contract that is not a consumer lease, the
3709 total payments to be made under the lease contract, excluding
3710 payments for options to renew or buy, are less than $1,000; or
3711 (b) There is a record writing, signed by the party against
3712 whom enforcement is sought or by that party’s authorized agent,
3713 sufficient to indicate that a lease contract has been made
3714 between the parties and to describe the goods leased and the
3715 lease term.
3716 (3) A record writing is not insufficient because it omits
3717 or incorrectly states a term agreed upon, but the lease contract
3718 is not enforceable under paragraph (1)(b) beyond the lease term
3719 and the quantity of goods shown in the record writing.
3720 (5) The lease term under a lease contract referred to in
3721 subsection (4) is:
3722 (a) If there is a record writing signed by the party
3723 against whom enforcement is sought or by that party’s authorized
3724 agent specifying the lease term, the term so specified;
3725 (b) If the party against whom enforcement is sought admits
3726 in that party’s pleading, testimony, or otherwise in court a
3727 lease term, the term so admitted; or
3728 (c) A reasonable lease term.
3729 Section 125. Section 680.202, Florida Statutes, is amended
3730 to read:
3731 680.202 Final written expression: parol or extrinsic
3732 evidence.—Terms with respect to which the confirmatory memoranda
3733 of the parties agree or which are otherwise set forth in a
3734 record writing intended by the parties as a final expression of
3735 their agreement with respect to such terms as are included
3736 therein may not be contradicted by evidence of any prior
3737 agreement or of a contemporaneous oral agreement but may be
3738 explained or supplemented:
3739 (1) By course of dealing or usage of trade or by course of
3740 performance; and
3741 (2) By evidence of consistent additional terms unless the
3742 court finds the record writing to have been intended also as a
3743 complete and exclusive statement of the terms of the agreement.
3744 Section 126. Section 680.203, Florida Statutes, is amended
3745 to read:
3746 680.203 Seals inoperative.—The affixing of a seal to a
3747 record writing evidencing a lease contract or an offer to enter
3748 into a lease contract does not render the record writing a
3749 sealed instrument, and the law with respect to sealed
3750 instruments does not apply to the lease contract or offer.
3751 Section 127. Section 680.205, Florida Statutes, is amended
3752 to read:
3753 680.205 Firm offers.—An offer by a merchant to lease goods
3754 to or from another person in a signed record writing that by its
3755 terms gives assurance it will be held open is not revocable, for
3756 lack of consideration, during the time stated or, if no time is
3757 stated, for a reasonable time, but in no event may the period of
3758 irrevocability exceed 3 months. Any such term of assurance on a
3759 form supplied by the offeree must be separately signed by the
3760 offeror.
3761 Section 128. Subsection (2) of section 680.208, Florida
3762 Statutes, is amended to read:
3763 680.208 Modification, rescission, and waiver.—
3764 (2) A signed lease agreement that excludes modification or
3765 rescission except by a signed record writing may not be
3766 otherwise modified or rescinded, but, except as between
3767 merchants, such a requirement on a form supplied by a merchant
3768 must be separately signed by the other party.
3769 Section 129. Part VI of chapter 680, Florida Statutes,
3770 consisting of s. 680.601, Florida Statutes, is created and
3771 entitled “Transitional Provisions.”
3772 Section 130. Section 680.601, Florida Statutes, is created
3773 to read:
3774 680.601 Saving clause.—Except as provided in ss. 669.501
3775 669.706, a transaction validly entered into before July 1, 2025,
3776 and the rights, duties, and interests flowing from such
3777 transaction remain valid thereafter and may be terminated,
3778 completed, consummated, or enforced as required or permitted by
3779 law other than the Uniform Commercial Code or, if applicable, by
3780 the Uniform Commercial Code as though this act had not taken
3781 effect.
3782 Section 131. Subsection (6) of section 55.205, Florida
3783 Statutes, is amended to read:
3784 55.205 Effect of judgment lien.—
3785 (6) A judgment lien acquired under s. 55.202 may be
3786 enforced only through judicial process, including attachment
3787 under chapter 76; execution under chapter 56; garnishment under
3788 chapter 77; a charging order under s. 605.0503, s. 620.1703, or
3789 s. 620.8504; or proceedings supplementary to execution under s.
3790 56.29. A holder of a judgment lien acquired under s. 55.202, who
3791 is not enforcing separate lien rights in a judgment debtor’s
3792 property, may not enforce his or her rights under this section
3793 through self-help repossession or replevin without a court order
3794 or without the express consent of the judgment debtor contained
3795 in a record authenticated in accordance with s. 668.50 or s.
3796 679.1021(1) s. 679.1021(1)(g) after the judgment lien attaches.
3797 Section 132. Subsection (2) and paragraph (b) of subsection
3798 (3) of section 319.27, Florida Statutes, are amended to read:
3799 319.27 Notice of lien on motor vehicles or mobile homes;
3800 notation on certificate; recording of lien.—
3801 (2) No lien for purchase money or as security for a debt in
3802 the form of a security agreement, retain title contract,
3803 conditional bill of sale, chattel mortgage, or other similar
3804 instrument or any other nonpossessory lien, including a lien for
3805 child support, upon a motor vehicle or mobile home upon which a
3806 Florida certificate of title has been issued shall be
3807 enforceable in any of the courts of this state against creditors
3808 or subsequent purchasers for a valuable consideration and
3809 without notice, unless a sworn notice of such lien has been
3810 filed in the department and such lien has been noted upon the
3811 certificate of title of the motor vehicle or mobile home. Such
3812 notice shall be effective as constructive notice when filed. The
3813 interest of a statutory nonpossessory lienor; the interest of a
3814 nonpossessory execution, attachment, or equitable lienor; or the
3815 interest of a lien creditor as defined in s. 679.1021(1) s.
3816 679.1021(1)(zz), if nonpossessory, is shall not be enforceable
3817 against creditors or subsequent purchasers for a valuable
3818 consideration unless such interest becomes a possessory lien or
3819 is noted upon the certificate of title for the subject motor
3820 vehicle or mobile home prior to the occurrence of the subsequent
3821 transaction. Provided the provisions of this subsection relating
3822 to a nonpossessory statutory lienor; a nonpossessory execution,
3823 attachment, or equitable lienor; or the interest of a lien
3824 creditor as defined in s. 679.1021(1) does s. 679.1021(1)(zz)
3825 shall not apply to liens validly perfected before prior to
3826 October 1, 1988. The notice of lien must shall provide the
3827 following information:
3828 (a) The date of the lien if a security agreement, retain
3829 title contract, conditional bill of sale, chattel mortgage, or
3830 other similar instrument was executed prior to the filing of the
3831 notice of lien;
3832 (b) The name and address of the registered owner;
3833 (c) A description of the motor vehicle or mobile home,
3834 showing the make, type, and vehicle identification number; and
3835 (d) The name and address of the lienholder.
3836 (3)
3837 (b) As applied to a determination of the respective rights
3838 of a secured party under this chapter and a lien creditor as
3839 defined by s. 679.1021(1) s. 679.1021(1)(zz), or a nonpossessory
3840 statutory lienor, a security interest under this chapter shall
3841 be perfected upon the filing of the notice of lien with the
3842 department, the county tax collector, or their agents. Provided,
3843 however, the date of perfection of a security interest of such
3844 secured party shall be the same date as the execution of the
3845 security agreement or other similar instrument if the notice of
3846 lien is filed in accordance with this subsection within 15 days
3847 after the debtor receives possession of the motor vehicle or
3848 mobile home and executes such security agreement or other
3849 similar instrument. The date of filing of the notice of lien
3850 shall be the date of its receipt by the department central
3851 office in Tallahassee, if first filed there, or otherwise by the
3852 office of the county tax collector, or their agents.
3853 Section 133. Subsection (2) of section 328.0015, Florida
3854 Statutes, is amended to read:
3855 328.0015 Definitions.—
3856 (2) The following definitions and terms also apply to this
3857 part:
3858 (a) “Agreement” as defined in s. 671.201 s. 671.201(3).
3859 (b) “Buyer in ordinary course of business” as defined in s.
3860 671.201 s. 671.201(9).
3861 (c) “Conspicuous” as defined in s. 671.201 s. 671.201(11).
3862 (d) “Consumer goods” as defined in s. 679.1021(1) s.
3863 679.1021(1)(w).
3864 (e) “Debtor” as defined in s. 679.1021(1) s.
3865 679.1021(1)(bb).
3866 (f) “Knowledge” as defined in s. 671.209.
3867 (g) “Lease” as defined in s. 680.1031(1) s. 680.1031(1)(j).
3868 (h) “Lessor” as defined in s. 680.1031(1) s.
3869 680.1031(1)(p).
3870 (i) “Notice” as defined s. 671.209.
3871 (j) “Representative” as defined in s. 671.201 s.
3872 671.201(37).
3873 (k) “Sale” as defined in s. 672.106(1).
3874 (l) “Security agreement” as defined in s. 679.1021(1) s.
3875 679.1021(1)(uuu).
3876 (m) “Seller” as defined in s. 672.103(1) s. 672.103(1)(d).
3877 (n) “Send” as defined in s. 671.201 s. 671.201(40).
3878 (o) “Value” as defined in s. 671.211.
3879 Section 134. Subsection (13) of section 517.061, Florida
3880 Statutes, is amended to read:
3881 517.061 Exempt transactions.—Except as otherwise provided
3882 in subsection (11), the exemptions provided herein from the
3883 registration requirements of s. 517.07 are self-executing and do
3884 not require any filing with the office before being claimed. Any
3885 person who claims entitlement to an exemption under this section
3886 bears the burden of proving such entitlement in any proceeding
3887 brought under this chapter. The registration provisions of s.
3888 517.07 do not apply to any of the following transactions;
3889 however, such transactions are subject to s. 517.301:
3890 (13) By or for the account of a pledgeholder, a secured
3891 party as defined in s. 679.1021(1) s. 679.1021(1)(ttt), or a
3892 mortgagee selling or offering for sale or delivery in the
3893 ordinary course of business and not for the purposes of avoiding
3894 the provisions of this chapter, to liquidate a bona fide debt, a
3895 security pledged in good faith as security for such debt.
3896 Section 135. Subsection (2) of section 559.9232, Florida
3897 Statutes, is amended to read:
3898 559.9232 Definitions; exclusion of rental-purchase
3899 agreements from certain regulations.—
3900 (2) A rental-purchase agreement that complies with this act
3901 may shall not be construed to be, nor be governed by, any of the
3902 following:
3903 (a) A lease or agreement that constitutes a credit sale as
3904 defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of the
3905 federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.;
3906 (b) A lease that constitutes a “consumer lease” as defined
3907 in 12 C.F.R. s. 213.2(a)(6);
3908 (c) Any lease for agricultural, business, or commercial
3909 purposes;
3910 (d) Any lease made to an organization;
3911 (e) A lease or agreement that constitutes a “retail
3912 installment contract” or “retail installment transaction” as
3913 those terms are defined in s. 520.31; or
3914 (f) A security interest as defined in s. 671.201 s.
3915 671.201(39).
3916 Section 136. Paragraph (g) of subsection (2) of section
3917 563.022, Florida Statutes, is amended to read:
3918 563.022 Relations between beer distributors and
3919 manufacturers.—
3920 (2) DEFINITIONS.—In construing this section, unless the
3921 context otherwise requires, the word, phrase, or term:
3922 (g) “Good faith” means honesty in fact in the conduct or
3923 transaction concerned as defined and interpreted under s.
3924 671.201 s. 671.201(21).
3925 Section 137. Paragraph (d) of subsection (16) of section
3926 668.50, Florida Statutes, is amended, and paragraph (b) of
3927 subsection (3) of that section is republished, to read:
3928 668.50 Uniform Electronic Transaction Act.—
3929 (3) SCOPE.—
3930 (b) This section does not apply to a transaction to the
3931 extent the transaction is governed by:
3932 1. A provision of law governing the creation and execution
3933 of wills, codicils, or testamentary trusts;
3934 2. The Uniform Commercial Code other than s. 671.107 and
3935 chapters 672 and 680; or
3936 3. The Uniform Computer Information Transactions Act.
3937 (16) TRANSFERABLE RECORDS.—
3938 (d) Except as otherwise agreed, a person having control of
3939 a transferable record is the holder, as defined in s. 671.201 s.
3940 671.201(22), of the transferable record and has the same rights
3941 and defenses as a holder of an equivalent record or writing
3942 under the Uniform Commercial Code, including, if the applicable
3943 statutory requirements under s. 673.3021, s. 677.501, or s.
3944 679.330 are satisfied, the rights and defenses of a holder in
3945 due course, a holder to which a negotiable document of title has
3946 been duly negotiated, or a purchaser, respectively. Delivery,
3947 possession, and indorsement are not required to obtain or
3948 exercise any of the rights under this paragraph.
3949 Section 138. For the purpose of incorporating the amendment
3950 made by this act to section 671.105, Florida Statutes, in
3951 references thereto, subsections (1) and (2) of section 655.55,
3952 Florida Statutes, are reenacted to read:
3953 655.55 Law applicable to deposits in and contracts relating
3954 to extensions of credit by a deposit or lending institution
3955 located in this state.—
3956 (1) The law of this state, excluding its law regarding
3957 comity and conflict of laws, governs all aspects, including
3958 without limitation the validity and effect, of any deposit
3959 account in a branch or office in this state of a deposit or
3960 lending institution, including a deposit account otherwise
3961 covered by s. 671.105(1), regardless of the citizenship,
3962 residence, location, or domicile of any other party to the
3963 contract or agreement governing such deposit account, and
3964 regardless of any provision of any law of the jurisdiction of
3965 the residence, location, or domicile of such other party,
3966 whether or not such deposit account bears any other relation to
3967 this state, except that this section does not apply to any such
3968 deposit account:
3969 (a) To the extent provided to the contrary in s.
3970 671.105(2); or
3971 (b) To the extent that all parties to the contract or
3972 agreement governing such deposit account have agreed in writing
3973 that the law of another jurisdiction will govern it.
3974 (2) The law of this state, excluding its law regarding
3975 comity and conflict of laws, governs all aspects, including
3976 without limitation the validity and effect, of any contract
3977 relating to an extension of credit made by a branch or office in
3978 this state of a deposit or lending institution, including a
3979 contract otherwise covered by s. 671.105(1), if the contract
3980 expressly provides that it will be governed by the law of this
3981 state, regardless of the citizenship, residence, location, or
3982 domicile of any other party to such contract and regardless of
3983 any provision of any law of the jurisdiction of the residence,
3984 location, or domicile of such other party, whether or not such
3985 contract bears any other relation to this state, except that
3986 this section does not apply to any such contract to the extent
3987 provided to the contrary in s. 671.105(2).
3988 Section 139. For the purpose of incorporating the amendment
3989 made by this act to section 671.105, Florida Statutes, in a
3990 reference thereto, subsection (2) of section 685.101, Florida
3991 Statutes, is reenacted to read:
3992 685.101 Choice of law.—
3993 (2) This section does not apply to any contract, agreement,
3994 or undertaking:
3995 (a) Regarding any transaction which does not bear a
3996 substantial or reasonable relation to this state in which every
3997 party is either or a combination of:
3998 1. A resident and citizen of the United States, but not of
3999 this state; or
4000 2. Incorporated or organized under the laws of another
4001 state and does not maintain a place of business in this state;
4002 (b) For labor or employment;
4003 (c) Relating to any transaction for personal, family, or
4004 household purposes, unless such contract, agreement, or
4005 undertaking concerns a trust at least one trustee of which
4006 resides or transacts business as a trustee in this state, in
4007 which case this section applies;
4008 (d) To the extent provided to the contrary in s.
4009 671.105(2); or
4010 (e) To the extent such contract, agreement, or undertaking
4011 is otherwise covered or affected by s. 655.55.
4012 Section 140. For the purpose of incorporating the amendment
4013 made by this act to section 673.1041, Florida Statutes, in a
4014 reference thereto, subsection (1) of section 90.953, Florida
4015 Statutes, is reenacted to read:
4016 90.953 Admissibility of duplicates.—A duplicate is
4017 admissible to the same extent as an original, unless:
4018 (1) The document or writing is a negotiable instrument as
4019 defined in s. 673.1041, a security as defined in s. 678.1021, or
4020 any other writing that evidences a right to the payment of
4021 money, is not itself a security agreement or lease, and is of a
4022 type that is transferred by delivery in the ordinary course of
4023 business with any necessary endorsement or assignment.
4024 Section 141. For the purpose of incorporating the amendment
4025 made by this act to section 673.1041, Florida Statutes, in
4026 references thereto, subsections (1), (3), and (4) of section
4027 673.1061, Florida Statutes, are reenacted to read:
4028 673.1061 Unconditional promise or order.—
4029 (1) Except as provided in this section, for the purposes of
4030 s. 673.1041(1), a promise or order is unconditional unless it
4031 states:
4032 (a) An express condition to payment;
4033 (b) That the promise or order is subject to or governed by
4034 another writing; or
4035 (c) That rights or obligations with respect to the promise
4036 or order are stated in another writing.
4037
4038 A reference to another writing does not of itself make the
4039 promise or order conditional.
4040 (3) If a promise or order requires, as a condition to
4041 payment, a countersignature by a person whose specimen signature
4042 appears on the promise or order, the condition does not make the
4043 promise or order conditional for the purposes of s. 673.1041(1).
4044 If the person whose specimen signature appears on an instrument
4045 fails to countersign the instrument, the failure to countersign
4046 is a defense to the obligation of the issuer, but the failure
4047 does not prevent a transferee of the instrument from becoming a
4048 holder of the instrument.
4049 (4) If a promise or order at the time it is issued or first
4050 comes into possession of a holder contains a statement, required
4051 by applicable statutory or administrative law, to the effect
4052 that the rights of a holder or transferee are subject to claims
4053 or defenses that the issuer could assert against the original
4054 payee, the promise or order is not thereby made conditional for
4055 the purposes of s. 673.1041(1); but if the promise or order is
4056 an instrument, there cannot be a holder in due course of the
4057 instrument.
4058 Section 142. For the purpose of incorporating the amendment
4059 made by this act to section 673.1041, Florida Statutes, in a
4060 reference thereto, subsection (2) of section 673.1151, Florida
4061 Statutes, is reenacted to read:
4062 673.1151 Incomplete instrument.—
4063 (2) Subject to subsection (3), if an incomplete instrument
4064 is an instrument under s. 673.1041, it may be enforced according
4065 to its terms if it is not completed, or according to its terms
4066 as augmented by completion. If an incomplete instrument is not
4067 an instrument under s. 673.1041, but, after completion, the
4068 requirements of s. 673.1041 are met, the instrument may be
4069 enforced according to its terms as augmented by completion.
4070 Section 143. For the purpose of incorporating the amendment
4071 made by this act to section 673.6041, Florida Statutes, in a
4072 reference thereto, subsection (2) of section 673.6051, Florida
4073 Statutes, is reenacted to read:
4074 673.6051 Discharge of indorsers and accommodation parties.—
4075 (2) Discharge, under s. 673.6041, of the obligation of a
4076 party to pay an instrument does not discharge the obligation of
4077 an indorser or accommodation party having a right of recourse
4078 against the discharged party.
4079 Section 144. For the purpose of incorporating the
4080 amendments made by this act to sections 673.1041 and 673.1051,
4081 Florida Statutes, in references thereto, subsection (2) of
4082 section 673.1031, Florida Statutes, is reenacted to read:
4083 673.1031 Definitions.—
4084 (2) Other definitions applying to this chapter and the
4085 sections in which they appear are:
4086 “Acceptance,” s. 673.4091.
4087 “Accommodated party,” s. 673.4191.
4088 “Accommodation party,” s. 673.4191.
4089 “Alteration,” s. 673.4071.
4090 “Anomalous indorsement,” s. 673.2051.
4091 “Blank indorsement,” s. 673.2051.
4092 “Cashier’s check,” s. 673.1041.
4093 “Certificate of deposit,” s. 673.1041.
4094 “Certified check,” s. 673.4091.
4095 “Check,” s. 673.1041.
4096 “Consideration,” s. 673.3031.
4097 “Draft,” s. 673.1041.
4098 “Holder in due course,” s. 673.3021.
4099 “Incomplete instrument,” s. 673.1151.
4100 “Indorsement,” s. 673.2041.
4101 “Indorser,” s. 673.2041.
4102 “Instrument,” s. 673.1041.
4103 “Issue,” s. 673.1051.
4104 “Issuer,” s. 673.1051.
4105 “Negotiable instrument,” s. 673.1041.
4106 “Negotiation,” s. 673.2011.
4107 “Note,” s. 673.1041.
4108 “Payable at a definite time,” s. 673.1081.
4109 “Payable on demand,” s. 673.1081.
4110 “Payable to bearer,” s. 673.1091.
4111 “Payable to order,” s. 673.1091.
4112 “Payment,” s. 673.6021.
4113 “Person entitled to enforce,” s. 673.3011.
4114 “Presentment,” s. 673.5011.
4115 “Reacquisition,” s. 673.2071.
4116 “Special indorsement,” s. 673.2051.
4117 “Teller’s check,” s. 673.1041.
4118 “Transfer of instrument,” s. 673.2031.
4119 “Traveler’s check,” s. 673.1041.
4120 “Value,” s. 673.3031.
4121 Section 145. For the purpose of incorporating the amendment
4122 made by this act to section 675.104, Florida Statutes, in a
4123 reference thereto, paragraph (j) of subsection (1) of section
4124 675.103, Florida Statutes, is reenacted to read:
4125 675.103 Definitions.—
4126 (1) For purposes of this chapter:
4127 (j) “Letter of credit” means a definite undertaking that
4128 satisfies the requirements of s. 675.104 by an issuer to a
4129 beneficiary at the request or for the account of an applicant
4130 or, in the case of a financial institution, to itself or for its
4131 own account, to honor a documentary presentation by payment or
4132 delivery of an item of value.
4133 Section 146. For the purpose of incorporating the amendment
4134 made by this act to section 675.116, Florida Statutes, in a
4135 reference thereto, subsection (2) of section 679.3061, Florida
4136 Statutes, is reenacted to read:
4137 679.3061 Law governing perfection and priority of security
4138 interests in letter-of-credit rights.—
4139 (2) For purposes of this part, an issuer’s jurisdiction or
4140 nominated person’s jurisdiction is the jurisdiction whose law
4141 governs the liability of the issuer or nominated person with
4142 respect to the letter-of-credit right as provided in s. 675.116.
4143 Section 147. For the purpose of incorporating the amendment
4144 made by this act to section 677.106, Florida Statutes, in a
4145 reference thereto, subsection (3) of section 672.103, Florida
4146 Statutes, is reenacted to read:
4147 672.103 Definitions and index of definitions.—
4148 (3) The following definitions in other chapters apply to
4149 this chapter:
4150 “Check,” s. 673.1041.
4151 “Consignee,” s. 677.102.
4152 “Consignor,” s. 677.102.
4153 “Consumer goods,” s. 679.1021.
4154 “Control,” s. 677.106.
4155 “Dishonor,” s. 673.5021.
4156 “Draft,” s. 673.1041.
4157 Section 148. For the purpose of incorporating the amendment
4158 made by this act to section 677.106, Florida Statutes, in a
4159 reference thereto, subsection (3) of section 674.104, Florida
4160 Statutes, is reenacted to read:
4161 674.104 Definitions and index of definitions.—
4162 (3) The following definitions in other chapters apply to
4163 this chapter:
4164 “Acceptance,” s. 673.4091.
4165 “Alteration,” s. 673.4071.
4166 “Cashier’s check,” s. 673.1041.
4167 “Certificate of deposit,” s. 673.1041.
4168 “Certified check,” s. 673.4091.
4169 “Check,” s. 673.1041.
4170 “Control,” s. 677.106.
4171 “Good faith,” s. 673.1031.
4172 “Holder in due course,” s. 673.3021.
4173 “Instrument,” s. 673.1041.
4174 “Notice of dishonor,” s. 673.5031.
4175 “Order,” s. 673.1031.
4176 “Ordinary care,” s. 673.1031.
4177 “Person entitled to enforce,” s. 673.3011.
4178 “Presentment,” s. 673.5011.
4179 “Promise,” s. 673.1031.
4180 “Prove,” s. 673.1031.
4181 “Teller’s check,” s. 673.1041.
4182 “Unauthorized signature,” s. 673.4031.
4183 Section 149. For the purpose of incorporating the amendment
4184 made by this act to section 678.1061, Florida Statutes, in a
4185 reference thereto, subsection (3) of section 678.5101, Florida
4186 Statutes, is reenacted to read:
4187 678.5101 Rights of purchaser of security entitlement from
4188 entitlement holder.—
4189 (3) In a case not covered by the priority rules in chapter
4190 679, a purchaser for value of a security entitlement, or an
4191 interest therein, who obtains control has priority over a
4192 purchaser of a security entitlement, or an interest therein, who
4193 does not obtain control. Except as otherwise provided in
4194 subsection (4), purchasers who have control rank according to
4195 priority in time of:
4196 (a) The purchaser’s becoming the person for whom the
4197 securities account, in which the security entitlement is
4198 carried, is maintained, if the purchaser obtained control under
4199 s. 678.1061(4)(a);
4200 (b) The securities intermediary’s agreement to comply with
4201 the purchaser’s entitlement orders with respect to security
4202 entitlements carried or to be carried in the securities account
4203 in which the security entitlement is carried, if the purchaser
4204 obtained control under s. 678.1061(4)(b); or
4205 (c) If the purchaser obtained control through another
4206 person under s. 678.1061(4)(c), the time on which priority would
4207 be based under this subsection if the other person were the
4208 secured party.
4209 Section 150. For the purpose of incorporating the amendment
4210 made by this act to section 678.1061, Florida Statutes, in a
4211 reference thereto, subsection (1) of section 679.1061, Florida
4212 Statutes, is reenacted to read:
4213 679.1061 Control of investment property.—
4214 (1) A person has control of a certificated security,
4215 uncertificated security, or security entitlement as provided in
4216 s. 678.1061.
4217 Section 151. For the purpose of incorporating the amendment
4218 made by this act to section 679.2031, Florida Statutes, in a
4219 reference thereto, subsection (3) of section 674.2101, Florida
4220 Statutes, is reenacted to read:
4221 674.2101 Security interest of collecting bank in items,
4222 accompanying documents, and proceeds.—
4223 (3) Receipt by a collecting bank of a final settlement for
4224 an item is a realization on its security interest in the item,
4225 accompanying documents, and proceeds. So long as the bank does
4226 not receive final settlement for the item or give up possession
4227 of the item or possession or control of the accompanying or
4228 associated documents for purposes other than collection, the
4229 security interest continues to that extent and is subject to
4230 chapter 679, but:
4231 (a) No security agreement is necessary to make the security
4232 interest enforceable (s. 679.2031(2)(c)1.);
4233 (b) No filing is required to perfect the security interest;
4234 and
4235 (c) The security interest has priority over conflicting
4236 perfected security interests in the item, accompanying
4237 documents, or proceeds.
4238 Section 152. For the purpose of incorporating the amendment
4239 made by this act to section 679.2031, Florida Statutes, in a
4240 reference thereto, subsection (2) of section 675.1181, Florida
4241 Statutes, is reenacted to read:
4242 675.1181 Security interest of issuer or nominated person.—
4243 (2) As long as and to the extent that an issuer or
4244 nominated person has not been reimbursed or has not otherwise
4245 recovered the value given with respect to a security interest in
4246 a document under subsection (1), the security interest continues
4247 and is subject to chapter 679, but a security agreement is not
4248 necessary to make the security interest enforceable under s.
4249 679.2031(2)(c):
4250 (a) If the document is presented in a medium other than a
4251 written or other tangible medium, the security interest is
4252 perfected; and
4253 (b) If the document is presented in a written or other
4254 tangible medium and is not a certificated security, chattel
4255 paper, a document of title, an instrument, or a letter of
4256 credit, the security interest is perfected and has priority over
4257 a conflicting security interest in the document so long as the
4258 debtor does not have possession of the document.
4259 Section 153. For the purpose of incorporating the amendment
4260 made by this act to section 679.2031, Florida Statutes, in a
4261 reference thereto, section 679.1101, Florida Statutes, is
4262 reenacted to read:
4263 679.1101 Security interests arising under chapter 672 or
4264 chapter 680.—A security interest arising under s. 672.401, s.
4265 672.505, s. 672.711(3), or s. 680.508(5) is subject to this
4266 chapter. However, until the debtor obtains possession of the
4267 goods:
4268 (1) The security interest is enforceable, even if s.
4269 679.2031(2)(c) has not been satisfied;
4270 (2) Filing is not required to perfect the security
4271 interest;
4272 (3) The rights of the secured party after default by the
4273 debtor are governed by chapter 672 or chapter 680; and
4274 (4) The security interest has priority over a conflicting
4275 security interest created by the debtor.
4276 Section 154. For the purpose of incorporating the amendment
4277 made by this act to section 679.2031, Florida Statutes, in a
4278 reference thereto, subsection (2) of section 679.709, Florida
4279 Statutes, is reenacted to read:
4280 679.709 Priority.—
4281 (2) For purposes of s. 679.322(1), the priority of a
4282 security interest that becomes enforceable under s. 679.2031 of
4283 this act dates from the time this act takes effect if the
4284 security interest is perfected under this act by the filing of a
4285 financing statement before this act takes effect which would not
4286 have been effective to perfect the security interest under
4287 chapter 679, Florida Statutes 2000. This subsection does not
4288 apply to conflicting security interests each of which is
4289 perfected by the filing of such a financing statement.
4290 Section 155. For the purpose of incorporating the amendment
4291 made by this act to section 679.210, Florida Statutes, in a
4292 reference thereto, subsection (2) of section 679.602, Florida
4293 Statutes, is reenacted to read:
4294 679.602 Waiver and variance of rights and duties.—Except as
4295 otherwise provided in s. 679.624, to the extent that they give
4296 rights to a debtor or obligor and impose duties on a secured
4297 party, the debtor or obligor may not waive or vary the rules
4298 stated in the following listed sections:
4299 (2) Section 679.210, which deals with requests for an
4300 accounting and requests concerning a list of collateral and
4301 statement of account;
4302 Section 156. For the purpose of incorporating the amendment
4303 made by this act to section 679.3141, Florida Statutes, in a
4304 reference thereto, subsection (2) of section 679.329, Florida
4305 Statutes, is reenacted to read:
4306 679.329 Priority of security interests in letter-of-credit
4307 right.—The following rules govern priority among conflicting
4308 security interests in the same letter-of-credit right:
4309 (2) Security interests perfected by control under s.
4310 679.3141 rank according to priority in time of obtaining
4311 control.
4312 Section 157. For the purpose of incorporating the amendment
4313 made by this act to section 679.3161, Florida Statutes, in a
4314 reference thereto, subsection (3) of section 679.320, Florida
4315 Statutes, is reenacted to read:
4316 679.320 Buyer of goods.—
4317 (3) To the extent that it affects the priority of a
4318 security interest over a buyer of goods under subsection (2),
4319 the period of effectiveness of a filing made in the jurisdiction
4320 in which the seller is located is governed by s. 679.3161(1) and
4321 (2).
4322 Section 158. For the purpose of incorporating the amendment
4323 made by this act to section 679.3171, Florida Statutes, in a
4324 reference thereto, paragraph (b) of subsection (8) of section
4325 727.109, Florida Statutes, is reenacted to read:
4326 727.109 Power of the court.—The court shall have power to:
4327 (8) Hear and determine any of the following actions brought
4328 by the assignee, which she or he is empowered to maintain:
4329 (b) Determine the validity, priority, and extent of a lien
4330 or other interests in assets of the estate, or to subordinate or
4331 avoid an unperfected security interest pursuant to the
4332 assignee’s rights as a lien creditor under s. 679.3171.
4333 Section 159. For the purpose of incorporating the
4334 amendments made by this act to sections 679.3171 and 679.323,
4335 Florida Statutes, in references thereto, subsection (3) of
4336 section 680.307, Florida Statutes, is reenacted to read:
4337 680.307 Priority of liens arising by attachment or levy on,
4338 security interests in, and other claims to goods.—
4339 (3) Except as otherwise provided in ss. 679.3171, 679.321,
4340 and 679.323, a lessee takes a leasehold interest subject to a
4341 security interest held by a creditor or lessor.
4342 Section 160. For the purpose of incorporating the
4343 amendments made by this act to sections 678.1061, 679.3131,
4344 679.3141, and 679.323, Florida Statutes, in references thereto,
4345 subsections (2), (5), and (7) of section 679.328, Florida
4346 Statutes, are reenacted to read:
4347 679.328 Priority of security interests in investment
4348 property.—The following rules govern priority among conflicting
4349 security interests in the same investment property:
4350 (2) Except as otherwise provided in subsections (3) and
4351 (4), conflicting security interests held by secured parties each
4352 of which has control under s. 679.1061 rank according to
4353 priority in time of:
4354 (a) If the collateral is a security, obtaining control;
4355 (b) If the collateral is a security entitlement carried in
4356 a securities account and:
4357 1. If the secured party obtained control under s.
4358 678.1061(4)(a), the secured party’s becoming the person for
4359 which the securities account is maintained;
4360 2. If the secured party obtained control under s.
4361 678.1061(4)(b), the securities intermediary’s agreement to
4362 comply with the secured party’s entitlement orders with respect
4363 to security entitlements carried or to be carried in the
4364 securities account; or
4365 3. If the secured party obtained control through another
4366 person under s. 678.1061(4)(c), the time on which priority would
4367 be based under this paragraph if the other person were the
4368 secured party; or
4369 (c) If the collateral is a commodity contract carried with
4370 a commodity intermediary, the satisfaction of the requirement
4371 for control specified in s. 679.1061(2)(b) with respect to
4372 commodity contracts carried or to be carried with the commodity
4373 intermediary.
4374 (5) A security interest in a certificated security in
4375 registered form which is perfected by taking delivery under s.
4376 679.3131(1) and not by control under s. 679.3141 has priority
4377 over a conflicting security interest perfected by a method other
4378 than control.
4379 (7) In all other cases, priority among conflicting security
4380 interests in investment property is governed by ss. 679.322 and
4381 679.323.
4382 Section 161. For the purpose of incorporating the
4383 amendments made by this act to sections 679.1041 and 679.3141,
4384 Florida Statutes, in references thereto, subsections (1) and (2)
4385 of section 679.327, Florida Statutes, are reenacted to read:
4386 679.327 Priority of security interests in deposit account.
4387 The following rules govern priority among conflicting security
4388 interests in the same deposit account:
4389 (1) A security interest held by a secured party having
4390 control of the deposit account under s. 679.1041 has priority
4391 over a conflicting security interest held by a secured party
4392 that does not have control.
4393 (2) Except as otherwise provided in subsections (3) and
4394 (4), security interests perfected by control under s. 679.3141
4395 rank according to priority in time of obtaining control.
4396 Section 162. For the purpose of incorporating the
4397 amendments made by this act to sections 679.2031 and 679.4041,
4398 Florida Statutes, in a reference thereto, subsection (4) of
4399 section 679.1091, Florida Statutes, is reenacted to read:
4400 679.1091 Scope.—
4401 (4) This chapter does not apply to:
4402 (a) A landlord’s lien, other than an agricultural lien;
4403 (b) A lien, other than an agricultural lien, given by
4404 statute or other rule of law for services or materials, but s.
4405 679.333 applies with respect to priority of the lien;
4406 (c) An assignment of a claim for wages, salary, or other
4407 compensation of an employee;
4408 (d) A sale of accounts, chattel paper, payment intangibles,
4409 or promissory notes as part of a sale of the business out of
4410 which they arose;
4411 (e) An assignment of accounts, chattel paper, payment
4412 intangibles, or promissory notes which is for the purpose of
4413 collection only;
4414 (f) An assignment of a right to payment under a contract to
4415 an assignee that is also obligated to perform under the
4416 contract;
4417 (g) An assignment of a single account, payment intangible,
4418 or promissory note to an assignee in full or partial
4419 satisfaction of a preexisting indebtedness;
4420 (h) A transfer of an interest in or an assignment of a
4421 claim under a policy of insurance, other than an assignment by
4422 or to a health-care provider of a health-care-insurance
4423 receivable and any subsequent assignment of the right to
4424 payment, but ss. 679.3151 and 679.322 apply with respect to
4425 proceeds and priorities in proceeds;
4426 (i) An assignment of a right represented by a judgment,
4427 other than a judgment taken on a right to payment that was
4428 collateral;
4429 (j) A right of recoupment or set-off, but:
4430 1. Section 679.340 applies with respect to the
4431 effectiveness of rights of recoupment or set-off against deposit
4432 accounts; and
4433 2. Section 679.4041 applies with respect to defenses or
4434 claims of an account debtor;
4435 (k) The creation or transfer of an interest in or lien on
4436 real property, including a lease or rents thereunder, except to
4437 the extent that provision is made for:
4438 1. Liens on real property in ss. 679.2031 and 679.3081;
4439 2. Fixtures in s. 679.334;
4440 3. Fixture filings in ss. 679.5011, 679.5021, 679.512,
4441 679.516, and 679.519; and
4442 4. Security agreements covering personal and real property
4443 in s. 679.604;
4444 (l) An assignment of a claim arising in tort, other than a
4445 commercial tort claim, but ss. 679.3151 and 679.322 apply with
4446 respect to proceeds and priorities in proceeds;
4447 (m) An assignment of a deposit account, other than a
4448 nonnegotiable certificate of deposit, in a consumer transaction,
4449 but ss. 679.3151 and 679.322 apply with respect to proceeds and
4450 priorities in proceeds;
4451 (n) Any transfer by a government or governmental unit; or
4452 (o) A transfer or pledge of, or creation of a security
4453 interest in, any interest or right or portion of any interest or
4454 right in any storm-recovery property as defined in s. 366.8260.
4455 Section 163. For the purpose of incorporating the amendment
4456 made by this act to section 679.628, Florida Statutes, in a
4457 reference thereto, subsection (3) of section 679.626, Florida
4458 Statutes, is reenacted to read:
4459 679.626 Action in which deficiency or surplus is in issue.
4460 In an action arising from a transaction in which the amount of a
4461 deficiency or surplus is in issue, the following rules apply:
4462 (3) Except as otherwise provided in s. 679.628, if a
4463 secured party fails to prove that the collection, enforcement,
4464 disposition, or acceptance was conducted in accordance with the
4465 provisions of this part relating to collection, enforcement,
4466 disposition, or acceptance, the liability of a debtor or a
4467 secondary obligor for a deficiency is limited to an amount by
4468 which the sum of the secured obligation, reasonable expenses,
4469 and, to the extent provided for by agreement and not prohibited
4470 by law, attorney’s fees exceeds the greater of:
4471 (a) The proceeds of the collection, enforcement,
4472 disposition, or acceptance; or
4473 (b) The amount of proceeds that would have been realized
4474 had the noncomplying secured party proceeded in accordance with
4475 the provisions of this part relating to collection, enforcement,
4476 disposition, or acceptance.
4477 Section 164. This act shall take effect July 1, 2025.