O.C.G.A. § 11-2a-215 — GA Code / Title 11 / Chapter 2A / Section 11-2a-215
Georgia Code Title 11. Commercial Code § 11-2A-215
Status: in_force

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:

(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.

(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.

(b) A sample from an existing bulk displaces inconsistent general language of description.

(b) A sample from an existing bulk displaces inconsistent general language of description.

(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.

(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
O.C.G.A. § 11-7-508 — GA Code / Title 11 / Chapter 7 / Section 11-7-508
Georgia Code Title 11. Commercial Code § 11-7-508
Status: in_force

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
O.C.G.A. § 11-2-615 — GA Code / Title 11 / Chapter 2 / Section 11-2-615
Georgia Code Title 11. Commercial Code § 11-2-615
Status: in_force

Except so far as a seller may have assumed a greater obligation and subject to Code Section 11-2-614 on substituted performance:

(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) of this Code section is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) of this Code section is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

(b) Where the clauses mentioned in paragraph (a) of this Code section affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.

(b) Where the clauses mentioned in paragraph (a) of this Code section affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.

(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b) of this Code section, of the estimated quota thus made available for the buyer.

(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b) of this Code section, of the estimated quota thus made available for the buyer.
O.C.G.A. § 11-2-101 — GA Code / Title 11 / Chapter 2 / Section 11-2-101
Georgia Code Title 11. Commercial Code § 11-2-101
Status: in_force

This article shall be known and may be cited as “Uniform Commercial Code--Sales.”
O.C.G.A. § 11-8-208 — GA Code / Title 11 / Chapter 8 / Section 11-8-208
Georgia Code Title 11. Commercial Code § 11-8-208
Status: in_force

(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that: (1) The certificate is genuine; (2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and (3) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:

(1) The certificate is genuine;

(1) The certificate is genuine;

(2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and

(2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and

(3) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

(3) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

(b) Unless otherwise agreed, a person signing under subsection (a) of this Code section does not assume responsibility for the validity of the security in other respects.

(b) Unless otherwise agreed, a person signing under subsection (a) of this Code section does not assume responsibility for the validity of the security in other respects.
O.C.G.A. § 11-5-104 — GA Code / Title 11 / Chapter 5 / Section 11-5-104
Georgia Code Title 11. Commercial Code § 11-5-104
Status: in_force

A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a record and is authenticated:

(1) By a signature; or

(1) By a signature; or

(2) In accordance with the agreement of the parties or the standard practice referred to in subsection (e) of Code Section 11-5-108 .

(2) In accordance with the agreement of the parties or the standard practice referred to in subsection (e) of Code Section 11-5-108 .
O.C.G.A. § 11-3-205 — GA Code / Title 11 / Chapter 3 / Section 11-3-205
Georgia Code Title 11. Commercial Code § 11-3-205
Status: in_force

(a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a “special indorsement.” When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in Code Section 11-3-110 apply to special indorsements.

(a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a “special indorsement.” When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in Code Section 11-3-110 apply to special indorsements.

(b) If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a “blank indorsement.” When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed.

(b) If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a “blank indorsement.” When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed.

(c) The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable.

(c) The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable.

(d) “Anomalous indorsement” means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated.

(d) “Anomalous indorsement” means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated.
O.C.G.A. § 11-2a-531 — GA Code / Title 11 / Chapter 2A / Section 11-2a-531
Georgia Code Title 11. Commercial Code § 11-2A-531
Status: in_force

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right of action against the third party if the lessee: (i) Has a security interest in the goods; (ii) Has an insurable interest in the goods; or (iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right of action against the third party if the lessee:

(i) Has a security interest in the goods;

(i) Has a security interest in the goods;

(ii) Has an insurable interest in the goods; or

(ii) Has an insurable interest in the goods; or

(iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his own interest, is as a fiduciary for the other party to the lease contract.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his own interest, is as a fiduciary for the other party to the lease contract.

(3) Either party with the consent of the other may sue for the benefit of whom it may concern.

(3) Either party with the consent of the other may sue for the benefit of whom it may concern.
O.C.G.A. § 11-8-101 — GA Code / Title 11 / Chapter 8 / Section 11-8-101
Georgia Code Title 11. Commercial Code § 11-8-101
Status: in_force

This article shall be known and may be cited as the “Uniform Commercial Code--Investment Securities.”
O.C.G.A. § 11-2a-101 — GA Code / Title 11 / Chapter 2A / Section 11-2a-101
Georgia Code Title 11. Commercial Code § 11-2A-101
Status: in_force

This article shall be known and may be cited as “Uniform Commercial Code--Leases.”
O.C.G.A. § 11-9-518 — GA Code / Title 11 / Chapter 9 / Section 11-9-518
Georgia Code Title 11. Commercial Code § 11-9-518
Status: in_force

(a) Statement with respect to record indexed under person's name. A person may file in the filing office an information statement with respect to a record indexed under the person's name if the person believes that the record is inaccurate or was wrongfully filed. The information statement shall be filed in the filing office of the county where the record was filed.

(a) Statement with respect to record indexed under person's name. A person may file in the filing office an information statement with respect to a record indexed under the person's name if the person believes that the record is inaccurate or was wrongfully filed. The information statement shall be filed in the filing office of the county where the record was filed.

(b) Contents of statement under subsection (a) of this Code section. An information statement under subsection (a) of this Code section must: (1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates; (2) Indicate that it is an information statement; and (3) Provide the basis for the person's belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person's belief that the record was wrongfully filed.

(b) Contents of statement under subsection (a) of this Code section. An information statement under subsection (a) of this Code section must:

(1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(2) Indicate that it is an information statement; and

(2) Indicate that it is an information statement; and

(3) Provide the basis for the person's belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person's belief that the record was wrongfully filed.

(3) Provide the basis for the person's belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person's belief that the record was wrongfully filed.

(c) Statement by secured party of record. A person may file in the filing office an information statement with respect to a record filed there if such person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under subsection (d) of Code Section 11-9-509 .

(c) Statement by secured party of record. A person may file in the filing office an information statement with respect to a record filed there if such person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under subsection (d) of Code Section 11-9-509 .

(d) Contents of statement under subsection (c) of this Code section. An information statement under subsection (c) of this Code section must: (1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates; (2) Indicate that it is an information statement; and (3) Provide the basis for the person's belief that the person that filed the record was not entitled to do so under subsection (d) of Code Section 11-9-509 .

(d) Contents of statement under subsection (c) of this Code section. An information statement under subsection (c) of this Code section must:

(1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(1) Identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(2) Indicate that it is an information statement; and

(2) Indicate that it is an information statement; and

(3) Provide the basis for the person's belief that the person that filed the record was not entitled to do so under subsection (d) of Code Section 11-9-509 .

(3) Provide the basis for the person's belief that the person that filed the record was not entitled to do so under subsection (d) of Code Section 11-9-509 .

(e) Record not affected by information statement. The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.

(e) Record not affected by information statement. The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.
O.C.G.A. § 11-9-332 — GA Code / Title 11 / Chapter 9 / Section 11-9-332
Georgia Code Title 11. Commercial Code § 11-9-332
Status: in_force

(a) Transferee of money. A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

(a) Transferee of money. A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

(b) Transferee of funds from deposit account. A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

(b) Transferee of funds from deposit account. A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party.
O.C.G.A. § 11-4a-305 — GA Code / Title 11 / Chapter 4A / Section 11-4a-305
Georgia Code Title 11. Commercial Code § 11-4A-305
Status: in_force

(a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of Code Section 11-4A-302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of Code Section 11-4A-302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(b) If execution of a payment order by a receiving bank in breach of Code Section 11-4A-302 results in (i) noncompletion of the funds transfer, (ii) failure to use an intermediary bank designated by the originator, or (iii) issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(b) If execution of a payment order by a receiving bank in breach of Code Section 11-4A-302 results in (i) noncompletion of the funds transfer, (ii) failure to use an intermediary bank designated by the originator, or (iii) issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(c) In addition to the amounts payable under subsections (a) and (b), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank.

(c) In addition to the amounts payable under subsections (a) and (b), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank.

(d) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable.

(d) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable.

(e) Reasonable attorney's fees are recoverable if demand for compensation under subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (d) and the agreement does not provide for damages, reasonable attorney's fees are recoverable if demand for compensation under subsection (d) is made and refused before an action is brought on the claim.

(e) Reasonable attorney's fees are recoverable if demand for compensation under subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (d) and the agreement does not provide for damages, reasonable attorney's fees are recoverable if demand for compensation under subsection (d) is made and refused before an action is brought on the claim.

(f) Except as stated in this Code section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement.

(f) Except as stated in this Code section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement.
O.C.G.A. § 11-9-619 — GA Code / Title 11 / Chapter 9 / Section 11-9-619
Georgia Code Title 11. Commercial Code § 11-9-619
Status: in_force

(a) “Transfer statement.” As used in this Code section, the term “transfer statement” means a record authenticated by a secured party stating: (1) That the debtor has defaulted in connection with an obligation secured by specified collateral; (2) That the secured party has exercised its postdefault remedies with respect to the collateral; (3) That, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and (4) The name and mailing address of the secured party, debtor, and transferee.

(a) “Transfer statement.” As used in this Code section, the term “transfer statement” means a record authenticated by a secured party stating:

(1) That the debtor has defaulted in connection with an obligation secured by specified collateral;

(1) That the debtor has defaulted in connection with an obligation secured by specified collateral;

(2) That the secured party has exercised its postdefault remedies with respect to the collateral;

(2) That the secured party has exercised its postdefault remedies with respect to the collateral;

(3) That, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and

(3) That, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and

(4) The name and mailing address of the secured party, debtor, and transferee.

(4) The name and mailing address of the secured party, debtor, and transferee.

(b) Effect of transfer statement. A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate of title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall: (1) Accept the transfer statement; (2) Promptly amend its records to reflect the transfer; and (3) If applicable, issue a new appropriate certificate of title in the name of the transferee.

(b) Effect of transfer statement. A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate of title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall:

(1) Accept the transfer statement;

(1) Accept the transfer statement;

(2) Promptly amend its records to reflect the transfer; and

(2) Promptly amend its records to reflect the transfer; and

(3) If applicable, issue a new appropriate certificate of title in the name of the transferee.

(3) If applicable, issue a new appropriate certificate of title in the name of the transferee.

(c) Transfer not a disposition; no relief of secured party's duties. A transfer of the record or legal title to collateral to a secured party under subsection (b) of this Code section or otherwise is not of itself a disposition of collateral under this article and does not of itself relieve the secured party of its duties under this article.

(c) Transfer not a disposition; no relief of secured party's duties. A transfer of the record or legal title to collateral to a secured party under subsection (b) of this Code section or otherwise is not of itself a disposition of collateral under this article and does not of itself relieve the secured party of its duties under this article.
O.C.G.A. § 11-2a-514 — GA Code / Title 11 / Chapter 2A / Section 11-2a-514
Georgia Code Title 11. Commercial Code § 11-2A-514
Status: in_force

(1) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default: (a) If, stated seasonably, the lessor or the supplier could have cured it ( Code Section 11-2A-513 ); or (b) Between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

(1) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default:

(a) If, stated seasonably, the lessor or the supplier could have cured it ( Code Section 11-2A-513 ); or

(a) If, stated seasonably, the lessor or the supplier could have cured it ( Code Section 11-2A-513 ); or

(b) Between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

(b) Between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

(2) A lessee's failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents.

(2) A lessee's failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents.
O.C.G.A. § 11-4-211 — GA Code / Title 11 / Chapter 4 / Section 11-4-211
Georgia Code Title 11. Commercial Code § 11-4-211
Status: in_force

For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of Code Section 11-3-302 on what constitutes a holder in due course.
O.C.G.A. § 11-2-328 — GA Code / Title 11 / Chapter 2 / Section 11-2-328
Georgia Code Title 11. Commercial Code § 11-2-328
Status: reserved

(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. In sales by auction the auctioneer shall be considered agent of both parties so far as to dispense with any further memorandum in writing than his own entries.

(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. In sales by auction the auctioneer shall be considered agent of both parties so far as to dispense with any further memorandum in writing than his own entries.

(3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.

(3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.

(4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.

(4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.
O.C.G.A. § 11-8-508 — GA Code / Title 11 / Chapter 8 / Section 11-8-508
Georgia Code Title 11. Commercial Code § 11-8-508
Status: in_force

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:

(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or

(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or

(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
O.C.G.A. § 11-9-807 — GA Code / Title 11 / Chapter 9 / Section 11-9-807
Georgia Code Title 11. Commercial Code § 11-9-807
Status: in_force

(a) “Pre-effective date financing statement.” As used in this Code section, the term “ pre-effective date financing statement ” means a financing statement filed before July 1, 2013.

(a) “Pre-effective date financing statement.” As used in this Code section, the term “ pre-effective date financing statement ” means a financing statement filed before July 1, 2013.

(b) Applicable law. On or after July 1, 2013, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3 of this article, as in effect on July 1, 2013. However, the effectiveness of a pre-effective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(b) Applicable law. On or after July 1, 2013, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3 of this article, as in effect on July 1, 2013. However, the effectiveness of a pre-effective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Method of amending: general rule. Except as otherwise provided in subsection (d) of this Code section, if the law of this state governs perfection of a security interest, the information in a pre-effective date financing statement may be amended on or after July 1, 2013, only if: (1) The pre-effective date financing statement and an amendment are filed in the office specified in Code Section 11-9-501 ; (2) An amendment is filed in the office specified in Code Section 11-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies subsection (c) of Code Section 11-9-806 ; or (3) An initial financing statement that provides the information as amended and satisfies subsection (c) of Code Section 11-9-806 is filed in the office specified in Code Section 11-9-501 .

(c) Method of amending: general rule. Except as otherwise provided in subsection (d) of this Code section, if the law of this state governs perfection of a security interest, the information in a pre-effective date financing statement may be amended on or after July 1, 2013, only if:

(1) The pre-effective date financing statement and an amendment are filed in the office specified in Code Section 11-9-501 ;

(1) The pre-effective date financing statement and an amendment are filed in the office specified in Code Section 11-9-501 ;

(2) An amendment is filed in the office specified in Code Section 11-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies subsection (c) of Code Section 11-9-806 ; or

(2) An amendment is filed in the office specified in Code Section 11-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies subsection (c) of Code Section 11-9-806 ; or

(3) An initial financing statement that provides the information as amended and satisfies subsection (c) of Code Section 11-9-806 is filed in the office specified in Code Section 11-9-501 .

(3) An initial financing statement that provides the information as amended and satisfies subsection (c) of Code Section 11-9-806 is filed in the office specified in Code Section 11-9-501 .

(d) Method of amending: continuation. If the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement may be continued only under subsections (c) and (e) of Code Section 11-9-805 or Code Section 11-9-806 .

(d) Method of amending: continuation. If the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement may be continued only under subsections (c) and (e) of Code Section 11-9-805 or Code Section 11-9-806 .

(e) Method of amending: additional termination rule. Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement filed in this state may be terminated on or after July 1, 2013, by filing a termination statement in the office in which the pre-effective date financing statement is filed, unless an initial financing statement that satisfies subsection (c) of Code Section 11-9-806 has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 of this article, as in effect on July 1, 2013, as the office in which to file a financing statement.

(e) Method of amending: additional termination rule. Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement filed in this state may be terminated on or after July 1, 2013, by filing a termination statement in the office in which the pre-effective date financing statement is filed, unless an initial financing statement that satisfies subsection (c) of Code Section 11-9-806 has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 of this article, as in effect on July 1, 2013, as the office in which to file a financing statement.
O.C.G.A. § 11-2-324 — GA Code / Title 11 / Chapter 2 / Section 11-2-324
Georgia Code Title 11. Commercial Code § 11-2-324
Status: in_force

Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed:

(a) The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and

(a) The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and

(b) Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods ( Code Section 11-2-613 ).

(b) Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods ( Code Section 11-2-613 ).
O.C.G.A. § 11-2a-209 — GA Code / Title 11 / Chapter 2A / Section 11-2a-209
Georgia Code Title 11. Commercial Code § 11-2A-209
Status: in_force

(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.

(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.

(2) The extension of the benefit of a supplier's promises and of warranties to the lessee ( Code Section 11-2A-209(1) ) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.

(2) The extension of the benefit of a supplier's promises and of warranties to the lessee ( Code Section 11-2A-209(1) ) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.

(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.

(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.

(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (1), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.

(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (1), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
O.C.G.A. § 11-5-116 — GA Code / Title 11 / Chapter 5 / Section 11-5-116
Georgia Code Title 11. Commercial Code § 11-5-116
Status: in_force

(a) The liability of an issuer, nominated person, or adviser for any action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in Code Section 11-5-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

(a) The liability of an issuer, nominated person, or adviser for any action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in Code Section 11-5-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

(b) Unless subsection (a) of this Code section applies, the liability of an issuer, nominated person, or adviser for any action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person's undertaking was issued. For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.

(b) Unless subsection (a) of this Code section applies, the liability of an issuer, nominated person, or adviser for any action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person's undertaking was issued. For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.

(c) Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking, is expressly made subject. If: (1) This article would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b) of this Code section; (2) The relevant undertaking incorporates rules of custom or practice; and (3) There is conflict between this article and the incorporated rules as applied to that undertaking, the incorporated rules govern except to the extent of any conflict with the nonvariable provisions specified in subsection (c) of Code Section 11-5-103 .

(c) Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking, is expressly made subject. If:

(1) This article would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b) of this Code section;

(1) This article would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b) of this Code section;

(2) The relevant undertaking incorporates rules of custom or practice; and

(2) The relevant undertaking incorporates rules of custom or practice; and

(3) There is conflict between this article and the incorporated rules as applied to that undertaking, the incorporated rules govern except to the extent of any conflict with the nonvariable provisions specified in subsection (c) of Code Section 11-5-103 .

(3) There is conflict between this article and the incorporated rules as applied to that undertaking,

the incorporated rules govern except to the extent of any conflict with the nonvariable provisions specified in subsection (c) of Code Section 11-5-103 .

(d) If there is conflict between this article and Article 3, 4, 4A, or 9 of this title, this article governs.

(d) If there is conflict between this article and Article 3, 4, 4A, or 9 of this title, this article governs.

(e) The forum for settling disputes arising out of an undertaking within this article may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a) of this Code section.

(e) The forum for settling disputes arising out of an undertaking within this article may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a) of this Code section.
O.C.G.A. § 11-7-602 — GA Code / Title 11 / Chapter 7 / Section 11-7-602
Georgia Code Title 11. Commercial Code § 11-7-602
Status: in_force

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
O.C.G.A. § 11-2-610 — GA Code / Title 11 / Chapter 2 / Section 11-2-610
Georgia Code Title 11. Commercial Code § 11-2-610
Status: in_force

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:

(a) For a commercially reasonable time await performance by the repudiating party; or

(a) For a commercially reasonable time await performance by the repudiating party; or

(b) Resort to any remedy for breach ( Code Section 11-2-703 or Code Section 11-2-711 ), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and

(b) Resort to any remedy for breach ( Code Section 11-2-703 or Code Section 11-2-711 ), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and

(c) In either case suspend his own performance or proceed in accordance with the provisions of this article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods ( Code Section 11-2-704 ).

(c) In either case suspend his own performance or proceed in accordance with the provisions of this article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods ( Code Section 11-2-704 ).
O.C.G.A. § 11-4-502 — GA Code / Title 11 / Chapter 4 / Section 11-4-502
Georgia Code Title 11. Commercial Code § 11-4-502
Status: in_force

If a draft or the relevant instructions require presentment “on arrival,” “when goods arrive,” or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.
O.C.G.A. § 11-8-304 — GA Code / Title 11 / Chapter 8 / Section 11-8-304
Georgia Code Title 11. Commercial Code § 11-8-304
Status: in_force

(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.

(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.

(b) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.

(b) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.

(c) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.

(c) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.

(d) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.

(d) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.

(e) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

(e) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

(f) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in Code Section 11-8-108 and not an obligation that the security will be honored by the issuer.

(f) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in Code Section 11-8-108 and not an obligation that the security will be honored by the issuer.
O.C.G.A. § 11-3-403 — GA Code / Title 11 / Chapter 3 / Section 11-3-403
Georgia Code Title 11. Commercial Code § 11-3-403
Status: in_force

(a) Unless otherwise provided in this article or Article 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this article.

(a) Unless otherwise provided in this article or Article 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this article.

(b) If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.

(b) If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.

(c) The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this article which makes the unauthorized signature effective for the purposes of this article.

(c) The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this article which makes the unauthorized signature effective for the purposes of this article.
O.C.G.A. § 11-2-504 — GA Code / Title 11 / Chapter 2 / Section 11-2-504
Georgia Code Title 11. Commercial Code § 11-2-504
Status: in_force

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must:

(a) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and

(a) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and

(b) Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

(b) Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

(c) Promptly notify the buyer of the shipment.

(c) Promptly notify the buyer of the shipment.

Failure to notify the buyer under paragraph (c) of this Code section or to make a proper contract under paragraph (a) of this Code section is a ground for rejection only if material delay or loss ensues.
O.C.G.A. § 11-4a-506 — GA Code / Title 11 / Chapter 4A / Section 11-4a-506
Georgia Code Title 11. Commercial Code § 11-4A-506
Status: in_force

(a) If, under this article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and receiving bank, or (ii) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.

(a) If, under this article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and receiving bank, or (ii) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.

(b) If the amount of interest is not determined by an agreement or rule as stated in subsection (a), the amount is calculated by multiplying the applicable Federal Funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable Federal Funds rate is the average of the Federal Funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The Federal Funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.

(b) If the amount of interest is not determined by an agreement or rule as stated in subsection (a), the amount is calculated by multiplying the applicable Federal Funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable Federal Funds rate is the average of the Federal Funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The Federal Funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
O.C.G.A. § 11-4a-106 — GA Code / Title 11 / Chapter 4A / Section 11-4a-106
Georgia Code Title 11. Commercial Code § 11-4A-106
Status: in_force

(a) The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in Code Section 11-1-202 . A receiving bank may fix a cut-off time or times on a funds-transfer business day for the receipt and processing of payment orders and communications canceling or amending payment orders. Different cut-off times may apply to payment orders, cancellations, or amendments, or to different categories of payment orders, cancellations, or amendments. A cut-off time may apply to senders generally or different cut-off times may apply to different senders or categories of payment orders. If a payment order or communication canceling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cut-off time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

(a) The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in Code Section 11-1-202 . A receiving bank may fix a cut-off time or times on a funds-transfer business day for the receipt and processing of payment orders and communications canceling or amending payment orders. Different cut-off times may apply to payment orders, cancellations, or amendments, or to different categories of payment orders, cancellations, or amendments. A cut-off time may apply to senders generally or different cut-off times may apply to different senders or categories of payment orders. If a payment order or communication canceling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cut-off time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

(b) If this article refers to an execution date or payment date or states a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this article.

(b) If this article refers to an execution date or payment date or states a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this article.
O.C.G.A. § 11-3-418 — GA Code / Title 11 / Chapter 3 / Section 11-3-418
Georgia Code Title 11. Commercial Code § 11-3-418
Status: in_force

(a) Except as provided in subsection (c) of this Code section, if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that (i) payment of the draft had not been stopped pursuant to Code Section 11-4-403 ; or (ii) the signature of the drawer of the draft was authorized, the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by failure of the drawee to exercise ordinary care in paying or accepting the draft.

(a) Except as provided in subsection (c) of this Code section, if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that (i) payment of the draft had not been stopped pursuant to Code Section 11-4-403 ; or (ii) the signature of the drawer of the draft was authorized, the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by failure of the drawee to exercise ordinary care in paying or accepting the draft.

(b) Except as provided in subsection (c) of this Code section, if an instrument has been paid or accepted by mistake and the case is not covered by subsection (a) of this Code section, the person paying or accepting may, to the extent permitted by the law governing mistake and restitution, (i) recover the payment from the person to whom or for whose benefit payment was made; or (ii) in the case of acceptance, may revoke the acceptance.

(b) Except as provided in subsection (c) of this Code section, if an instrument has been paid or accepted by mistake and the case is not covered by subsection (a) of this Code section, the person paying or accepting may, to the extent permitted by the law governing mistake and restitution, (i) recover the payment from the person to whom or for whose benefit payment was made; or (ii) in the case of acceptance, may revoke the acceptance.

(c) The remedies provided by subsection (a) or (b) of this Code section may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance. This subsection does not limit remedies provided by Code Section 11-3-417 or 11-4-407 .

(c) The remedies provided by subsection (a) or (b) of this Code section may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance. This subsection does not limit remedies provided by Code Section 11-3-417 or 11-4-407 .

(d) Notwithstanding Code Section 11-4-215 , if an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection (a) or (b) of this Code section, the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument.

(d) Notwithstanding Code Section 11-4-215 , if an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection (a) or (b) of this Code section, the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument.
O.C.G.A. § 11-2-506 — GA Code / Title 11 / Chapter 2 / Section 11-2-506
Georgia Code Title 11. Commercial Code § 11-2-506
Status: in_force

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper's right to have the draft honored by the buyer.

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper's right to have the draft honored by the buyer.

(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.

(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.
O.C.G.A. § 11-7-103 — GA Code / Title 11 / Chapter 7 / Section 11-7-103
Georgia Code Title 11. Commercial Code § 11-7-103
Status: in_force

(a) Except as otherwise provided in this article, this article is subject to any treaty or statute of the United States to the extent the treaty or statute is applicable.

(a) Except as otherwise provided in this article, this article is subject to any treaty or statute of the United States to the extent the treaty or statute is applicable.

(b) This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's business in respects not specifically treated in this article. However, a violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.

(b) This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's business in respects not specifically treated in this article. However, a violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.

(c) This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c) , or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b) .

(c) This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c) , or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b) .

(d) To the extent that there is a conflict between any provisions of the laws of this state regarding electronic transactions and this article, this article governs.

(d) To the extent that there is a conflict between any provisions of the laws of this state regarding electronic transactions and this article, this article governs.
O.C.G.A. § 11-2a-107 — GA Code / Title 11 / Chapter 2A / Section 11-2a-107
Georgia Code Title 11. Commercial Code § 11-2A-107
Status: in_force

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
O.C.G.A. § 11-9-108 — GA Code / Title 11 / Chapter 9 / Section 11-9-108
Georgia Code Title 11. Commercial Code § 11-9-108
Status: in_force

(a) Sufficiency of description. Except as otherwise provided in subsections (c), (d), and (e) of this Code section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.

(a) Sufficiency of description. Except as otherwise provided in subsections (c), (d), and (e) of this Code section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.

(b) Examples of reasonable identification. Except as otherwise provided in subsection (d) of this Code section, a description of collateral reasonably identifies the collateral if it identifies the collateral by: (1) Specific listing; (2) Category; (3) Except as otherwise provided in subsection (e) of this Code section, a type of collateral defined in this title; (4) Quantity; (5) Computational or allocational formula or procedure; or (6) Except as otherwise provided in subsection (c) of this Code section, any other method, if the identity of the collateral is objectively determinable.

(b) Examples of reasonable identification. Except as otherwise provided in subsection (d) of this Code section, a description of collateral reasonably identifies the collateral if it identifies the collateral by:

(1) Specific listing;

(1) Specific listing;

(2) Category;

(2) Category;

(3) Except as otherwise provided in subsection (e) of this Code section, a type of collateral defined in this title;

(3) Except as otherwise provided in subsection (e) of this Code section, a type of collateral defined in this title;

(4) Quantity;

(4) Quantity;

(5) Computational or allocational formula or procedure; or

(5) Computational or allocational formula or procedure; or

(6) Except as otherwise provided in subsection (c) of this Code section, any other method, if the identity of the collateral is objectively determinable.

(6) Except as otherwise provided in subsection (c) of this Code section, any other method, if the identity of the collateral is objectively determinable.

(c) Supergeneric description not sufficient. A description of collateral as “all the debtor's assets” or “all the debtor's personal property” or using words of similar import does not reasonably identify the collateral.

(c) Supergeneric description not sufficient. A description of collateral as “all the debtor's assets” or “all the debtor's personal property” or using words of similar import does not reasonably identify the collateral.

(d) Investment property. Except as otherwise provided in subsection (e) of this Code section, a description of a security entitlement, securities account, or commodity account is sufficient if it describes: (1) The collateral by those terms or as investment property; or (2) The underlying financial asset or commodity contract.

(d) Investment property. Except as otherwise provided in subsection (e) of this Code section, a description of a security entitlement, securities account, or commodity account is sufficient if it describes:

(1) The collateral by those terms or as investment property; or

(1) The collateral by those terms or as investment property; or

(2) The underlying financial asset or commodity contract.

(2) The underlying financial asset or commodity contract.

(e) When description by type insufficient. A description only by type of collateral defined in this title is an insufficient description of: (1) A commercial tort claim; or (2) In a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.

(e) When description by type insufficient. A description only by type of collateral defined in this title is an insufficient description of:

(1) A commercial tort claim; or

(1) A commercial tort claim; or

(2) In a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.

(2) In a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.
O.C.G.A. § 11-9-205 — GA Code / Title 11 / Chapter 9 / Section 11-9-205
Georgia Code Title 11. Commercial Code § 11-9-205
Status: in_force

(a) When security interest not invalid or fraudulent. A security interest is not invalid or fraudulent against creditors solely because: (1) The debtor has the right or ability to: (A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods; (B) Collect, compromise, enforce, or otherwise deal with collateral; (C) Accept the return of collateral or make repossessions; or (D) Use, commingle, or dispose of proceeds; or (2) The secured party fails to require the debtor to account for proceeds or replace collateral.

(a) When security interest not invalid or fraudulent. A security interest is not invalid or fraudulent against creditors solely because:

(1) The debtor has the right or ability to: (A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods; (B) Collect, compromise, enforce, or otherwise deal with collateral; (C) Accept the return of collateral or make repossessions; or (D) Use, commingle, or dispose of proceeds; or

(1) The debtor has the right or ability to:

(A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;

(A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;

(B) Collect, compromise, enforce, or otherwise deal with collateral;

(B) Collect, compromise, enforce, or otherwise deal with collateral;

(C) Accept the return of collateral or make repossessions; or

(C) Accept the return of collateral or make repossessions; or

(D) Use, commingle, or dispose of proceeds; or

(D) Use, commingle, or dispose of proceeds; or

(2) The secured party fails to require the debtor to account for proceeds or replace collateral.

(2) The secured party fails to require the debtor to account for proceeds or replace collateral.

(b) Requirements of possession not relaxed. This Code section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.

(b) Requirements of possession not relaxed. This Code section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.
O.C.G.A. § 11-3-408 — GA Code / Title 11 / Chapter 3 / Section 11-3-408
Georgia Code Title 11. Commercial Code § 11-3-408
Status: in_force

A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.
O.C.G.A. § 11-4-407 — GA Code / Title 11 / Chapter 4 / Section 11-4-407
Georgia Code Title 11. Commercial Code § 11-4-407
Status: in_force

If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances giving a basis for objection by the drawer or maker, to prevent unjust enrichment and only to the extent necessary to prevent loss to the bank by reason of its payment of the item, the payor bank is subrogated to the rights:

(1) Of any holder in due course on the item against the drawer or maker;

(1) Of any holder in due course on the item against the drawer or maker;

(2) Of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and

(2) Of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and

(3) Of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose.

(3) Of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose.
O.C.G.A. § 11-4-107 — GA Code / Title 11 / Chapter 4 / Section 11-4-107
Georgia Code Title 11. Commercial Code § 11-4-107
Status: in_force

A branch or separate office of a bank, including the location of any agent of a bank receiving items for data processing purposes, is a separate bank for the purpose of computing the time within which and determining the place at or to which action may be taken or notice or orders must be given under this article and under Article 3 of this title.
O.C.G.A. § 11-2-609 — GA Code / Title 11 / Chapter 2 / Section 11-2-609
Georgia Code Title 11. Commercial Code § 11-2-609
Status: in_force

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
O.C.G.A. § 11-2-305 — GA Code / Title 11 / Chapter 2 / Section 11-2-305
Georgia Code Title 11. Commercial Code § 11-2-305
Status: in_force

(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: (a) Nothing is said as to price; or (b) The price is left to be agreed by the parties and they fail to agree; or (c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:

(a) Nothing is said as to price; or

(a) Nothing is said as to price; or

(b) The price is left to be agreed by the parties and they fail to agree; or

(b) The price is left to be agreed by the parties and they fail to agree; or

(c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

(c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.

(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.

(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as canceled or himself fix a reasonable price.

(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as canceled or himself fix a reasonable price.

(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
O.C.G.A. § 11-2-613 — GA Code / Title 11 / Chapter 2 / Section 11-2-613
Georgia Code Title 11. Commercial Code § 11-2-613
Status: in_force

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term ( Code Section 11-2-324 ) then:

(a) If the loss is total the contract is avoided; and

(a) If the loss is total the contract is avoided; and

(b) If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.

(b) If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
O.C.G.A. § 11-2-210 — GA Code / Title 11 / Chapter 2 / Section 11-2-210
Georgia Code Title 11. Commercial Code § 11-2-210
Status: in_force

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

(2) Except as otherwise provided in Code Section 11-9-406 , unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of the assignor's entire obligation can be assigned despite agreement otherwise.

(2) Except as otherwise provided in Code Section 11-9-406 , unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of the assignor's entire obligation can be assigned despite agreement otherwise.

(3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) of this Code section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

(3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) of this Code section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

(4) Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor's performance.

(4) Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor's performance.

(5) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

(5) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee ( Code Section 11-2-609 ).

(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee ( Code Section 11-2-609 ).
O.C.G.A. § 11-9-508 — GA Code / Title 11 / Chapter 9 / Section 11-9-508
Georgia Code Title 11. Commercial Code § 11-9-508
Status: in_force

(a) Financing statement naming original debtor. Except as otherwise provided in this Code section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.

(a) Financing statement naming original debtor. Except as otherwise provided in this Code section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.

(b) Financing statement becoming seriously misleading. If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (a) of this Code section to be seriously misleading under Code Section 11-9-506 : (1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under subsection (d) of Code Section 11-9-203 ; and (2) The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under subsection (d) of Code Section 11-9-203 unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(b) Financing statement becoming seriously misleading. If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (a) of this Code section to be seriously misleading under Code Section 11-9-506 :

(1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under subsection (d) of Code Section 11-9-203 ; and

(1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under subsection (d) of Code Section 11-9-203 ; and

(2) The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under subsection (d) of Code Section 11-9-203 unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(2) The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under subsection (d) of Code Section 11-9-203 unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(c) When Code section not applicable. This Code section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under subsection (a) of Code Section 11-9-507 .

(c) When Code section not applicable. This Code section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under subsection (a) of Code Section 11-9-507 .
O.C.G.A. § 11-2-612 — GA Code / Title 11 / Chapter 2 / Section 11-2-612
Georgia Code Title 11. Commercial Code § 11-2-612
Status: in_force

(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.

(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.

(2) The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3) of this Code section and the seller gives adequate assurance of its cure the buyer must accept that installment.

(2) The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3) of this Code section and the seller gives adequate assurance of its cure the buyer must accept that installment.

(3) Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.

(3) Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.
O.C.G.A. § 11-2-326 — GA Code / Title 11 / Chapter 2 / Section 11-2-326
Georgia Code Title 11. Commercial Code § 11-2-326
Status: in_force

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: (a) A “sale on approval” if the goods are delivered primarily for use; and (b) A “sale or return” if the goods are delivered primarily for resale.

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:

(a) A “sale on approval” if the goods are delivered primarily for use; and

(a) A “sale on approval” if the goods are delivered primarily for use; and

(b) A “sale or return” if the goods are delivered primarily for resale.

(b) A “sale or return” if the goods are delivered primarily for resale.

(2) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.

(2) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.

(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this article ( Code Section 11-2-201 ) and as contradicting the sale aspect of the contract within the provisions of this article on parol or extrinsic evidence ( Code Section 11-2-202 ).

(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this article ( Code Section 11-2-201 ) and as contradicting the sale aspect of the contract within the provisions of this article on parol or extrinsic evidence ( Code Section 11-2-202 ).
O.C.G.A. § 11-4-402 — GA Code / Title 11 / Chapter 4 / Section 11-4-402
Georgia Code Title 11. Commercial Code § 11-4-402
Status: in_force

(a) Except as otherwise provided in this article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.

(a) Except as otherwise provided in this article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.

(b) A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.

(b) A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.

(c) A payor bank's determination of the customer's account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank's decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.

(c) A payor bank's determination of the customer's account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank's decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.
O.C.G.A. § 11-2-205 — GA Code / Title 11 / Chapter 2 / Section 11-2-205
Georgia Code Title 11. Commercial Code § 11-2-205
Status: in_force

An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
O.C.G.A. § 11-11-101 — GA Code / Title 11 / Chapter 11 / Section 11-11-101
Georgia Code Title 11. Commercial Code § 11-11-101
Status: in_force

This Act shall become effective at 12:01 A.M. on July 1, 1978.
O.C.G.A. § 11-9-204 — GA Code / Title 11 / Chapter 9 / Section 11-9-204
Georgia Code Title 11. Commercial Code § 11-9-204
Status: in_force

(a) After acquired collateral. Except as otherwise provided in subsection (b) of this Code section, a security agreement may create or provide for a security interest in after acquired collateral.

(a) After acquired collateral. Except as otherwise provided in subsection (b) of this Code section, a security agreement may create or provide for a security interest in after acquired collateral.

(b) When after acquired property clause not effective. A security interest does not attach under a term constituting an after acquired property clause to: (1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or (2) A commercial tort claim.

(b) When after acquired property clause not effective. A security interest does not attach under a term constituting an after acquired property clause to:

(1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or

(1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or

(2) A commercial tort claim.

(2) A commercial tort claim.

(c) Future advances and other value. A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.

(c) Future advances and other value. A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
O.C.G.A. § 11-9-626 — GA Code / Title 11 / Chapter 9 / Section 11-9-626
Georgia Code Title 11. Commercial Code § 11-9-626
Status: in_force

(a) Applicable rules if amount of deficiency or surplus in issue. In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply: (1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue; (2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part; (3) Except as otherwise provided in Code Section 11-9-628 , if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney's fees exceeds the greater of: (A) The proceeds of the collection, enforcement, disposition, or acceptance; or (B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance; (4) For purposes of subparagraph (B) of paragraph (3) of this subsection, the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney's fees unless the secured party proves that the amount is less than that sum; (5) If a deficiency or surplus is calculated under subsection (f) of Code Section 11-9-615 , the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

(a) Applicable rules if amount of deficiency or surplus in issue. In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:

(1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue;

(1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue;

(2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part;

(2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part;

(3) Except as otherwise provided in Code Section 11-9-628 , if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney's fees exceeds the greater of: (A) The proceeds of the collection, enforcement, disposition, or acceptance; or (B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance;

(3) Except as otherwise provided in Code Section 11-9-628 , if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney's fees exceeds the greater of:

(A) The proceeds of the collection, enforcement, disposition, or acceptance; or

(A) The proceeds of the collection, enforcement, disposition, or acceptance; or

(B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance;

(B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance;

(4) For purposes of subparagraph (B) of paragraph (3) of this subsection, the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney's fees unless the secured party proves that the amount is less than that sum;

(4) For purposes of subparagraph (B) of paragraph (3) of this subsection, the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney's fees unless the secured party proves that the amount is less than that sum;

(5) If a deficiency or surplus is calculated under subsection (f) of Code Section 11-9-615 , the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

(5) If a deficiency or surplus is calculated under subsection (f) of Code Section 11-9-615 , the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

(b) Nonconsumer transactions; no inference. The limitation of the rules in subsection (a) of this Code section to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.

(b) Nonconsumer transactions; no inference. The limitation of the rules in subsection (a) of this Code section to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.
O.C.G.A. § 11-9-201 — GA Code / Title 11 / Chapter 9 / Section 11-9-201
Georgia Code Title 11. Commercial Code § 11-9-201
Status: in_force

(a) General effectiveness. Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.

(a) General effectiveness. Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.

(b) Applicable consumer laws and other law. A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and is subject to Chapter 3 of Title 7; Chapter 4 of Title 7; and Article 1 of Chapter 1 of Title 10.

(b) Applicable consumer laws and other law. A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and is subject to Chapter 3 of Title 7; Chapter 4 of Title 7; and Article 1 of Chapter 1 of Title 10.

(c) Other applicable law controls. In case of conflict between this article and a rule of law, statute, or regulation described in subsection (b) of this Code section, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) of this Code section has only the effect the statute or regulation specifies.

(c) Other applicable law controls. In case of conflict between this article and a rule of law, statute, or regulation described in subsection (b) of this Code section, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) of this Code section has only the effect the statute or regulation specifies.

(d) Further deference to other applicable law. This article does not: (1) Validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this Code section; or (2) Extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.

(d) Further deference to other applicable law. This article does not:

(1) Validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this Code section; or

(1) Validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this Code section; or

(2) Extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.

(2) Extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.
O.C.G.A. § 11-2-105 — GA Code / Title 11 / Chapter 2 / Section 11-2-105
Georgia Code Title 11. Commercial Code § 11-2-105
Status: in_force

(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8 of this title), and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the Code section on goods to be severed from realty ( Code Section 11-2-107 ).

(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8 of this title), and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the Code section on goods to be severed from realty ( Code Section 11-2-107 ).

(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(3) There may be a sale of a part interest in existing identified goods.

(3) There may be a sale of a part interest in existing identified goods.

(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight, or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.

(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight, or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.

(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.

(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
O.C.G.A. § 11-2a-502 — GA Code / Title 11 / Chapter 2A / Section 11-2a-502
Georgia Code Title 11. Commercial Code § 11-2A-502
Status: in_force

Except as otherwise provided in this article, applicable statutes, or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.
O.C.G.A. § 11-2-402 — GA Code / Title 11 / Chapter 2 / Section 11-2-402
Georgia Code Title 11. Commercial Code § 11-2-402
Status: in_force

(1) Except as provided in subsections (2) and (3) of this Code section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article ( Code Sections 11-2-502 and 11-2-716 ).

(1) Except as provided in subsections (2) and (3) of this Code section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article ( Code Sections 11-2-502 and 11-2-716 ).

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(3) Nothing in this article shall be deemed to impair the rights of creditors of the seller: (a) Under the provisions of the article on secured transactions (Article 9 of this title); or (b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.

(3) Nothing in this article shall be deemed to impair the rights of creditors of the seller:

(a) Under the provisions of the article on secured transactions (Article 9 of this title); or

(a) Under the provisions of the article on secured transactions (Article 9 of this title); or

(b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.

(b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.
O.C.G.A. § 11-4-103 — GA Code / Title 11 / Chapter 4 / Section 11-4-103
Georgia Code Title 11. Commercial Code § 11-4-103
Status: in_force

(a) The effect of the provisions of this article may be varied by agreement, but the parties to the agreement cannot disclaim a bank's responsibility for its lack of good faith or failure to exercise ordinary care or limit the measure of damages for the lack or failure. However, the parties may determine by agreement the standards by which the bank's responsibility is to be measured if those standards are not manifestly unreasonable.

(a) The effect of the provisions of this article may be varied by agreement, but the parties to the agreement cannot disclaim a bank's responsibility for its lack of good faith or failure to exercise ordinary care or limit the measure of damages for the lack or failure. However, the parties may determine by agreement the standards by which the bank's responsibility is to be measured if those standards are not manifestly unreasonable.

(b) Federal reserve regulations and operating circulars, clearing-house rules, and the like, have the effect of agreements under subsection (a) of this Code section, whether or not specifically assented to by all parties interested in items handled.

(b) Federal reserve regulations and operating circulars, clearing-house rules, and the like, have the effect of agreements under subsection (a) of this Code section, whether or not specifically assented to by all parties interested in items handled.

(c) Action or nonaction approved by this article or pursuant to federal reserve regulations or operating circulars is the exercise of ordinary care and, in the absence of special instructions, action or nonaction consistent with clearing-house rules and the like or with a general banking usage not disapproved by this article, is prima facie the exercise of ordinary care.

(c) Action or nonaction approved by this article or pursuant to federal reserve regulations or operating circulars is the exercise of ordinary care and, in the absence of special instructions, action or nonaction consistent with clearing-house rules and the like or with a general banking usage not disapproved by this article, is prima facie the exercise of ordinary care.

(d) The specification or approval of certain procedures by this article is not disapproval of other procedures that may be reasonable under the circumstances.

(d) The specification or approval of certain procedures by this article is not disapproval of other procedures that may be reasonable under the circumstances.

(e) The measure of damages for failure to exercise ordinary care in handling an item is the amount of the item reduced by an amount that could not have been realized by the exercise of ordinary care. If there is also bad faith, it includes any other damages the party suffered as a proximate consequence.

(e) The measure of damages for failure to exercise ordinary care in handling an item is the amount of the item reduced by an amount that could not have been realized by the exercise of ordinary care. If there is also bad faith, it includes any other damages the party suffered as a proximate consequence.
O.C.G.A. § 11-2-303 — GA Code / Title 11 / Chapter 2 / Section 11-2-303
Georgia Code Title 11. Commercial Code § 11-2-303
Status: in_force

Where this article allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
O.C.G.A. § 11-3-116 — GA Code / Title 11 / Chapter 3 / Section 11-3-116
Georgia Code Title 11. Commercial Code § 11-3-116
Status: in_force

(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.

(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.

(b) Except as provided in subsection (e) of Code Section 11-3-419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

(b) Except as provided in subsection (e) of Code Section 11-3-419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (b) of this Code section of a party having the same joint and several liability to receive contribution from the party discharged.

(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (b) of this Code section of a party having the same joint and several liability to receive contribution from the party discharged.
O.C.G.A. § 11-4a-203 — GA Code / Title 11 / Chapter 4A / Section 11-4a-203
Georgia Code Title 11. Commercial Code § 11-4A-203
Status: in_force

(a) If an accepted payment order is not, under Code Section 11-4A-202(a) , an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to Code Section 11-4A-202(b) , the following rules apply: (1) By express written agreement, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order. (2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure, or (ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or the like.

(a) If an accepted payment order is not, under Code Section 11-4A-202(a) , an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to Code Section 11-4A-202(b) , the following rules apply:

(1) By express written agreement, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order.

(1) By express written agreement, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order.

(2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure, or (ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or the like.

(2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure, or (ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or the like.

(b) This Code section applies to amendments of payment orders to the same extent it applies to payment orders.

(b) This Code section applies to amendments of payment orders to the same extent it applies to payment orders.
O.C.G.A. § 11-2-315 — GA Code / Title 11 / Chapter 2 / Section 11-2-315
Georgia Code Title 11. Commercial Code § 11-2-315
Status: in_force

Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under Code Section 11-2-316 an implied warranty that the goods shall be fit for such purpose.
O.C.G.A. § 11-2-106 — GA Code / Title 11 / Chapter 2 / Section 11-2-106
Georgia Code Title 11. Commercial Code § 11-2-106
Status: in_force

(1) In this article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price ( Code Section 11-2-401 ). A “present sale” means a sale which is accomplished by the making of the contract.

(1) In this article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price ( Code Section 11-2-401 ). A “present sale” means a sale which is accomplished by the making of the contract.

(2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

(2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.

(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
O.C.G.A. § 11-2-202 — GA Code / Title 11 / Chapter 2 / Section 11-2-202
Georgia Code Title 11. Commercial Code § 11-2-202
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

(a) By course of performance, course of dealing, or usage of trade ( Code Section 11-1-303 ); and

(a) By course of performance, course of dealing, or usage of trade ( Code Section 11-1-303 ); and

(b) By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

(b) By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
O.C.G.A. § 11-9-617 — GA Code / Title 11 / Chapter 9 / Section 11-9-617
Georgia Code Title 11. Commercial Code § 11-9-617
Status: in_force

(a) Effects of disposition. A secured party's disposition of collateral after default: (1) Transfers to a transferee for value all of the debtor's rights in the collateral; (2) Discharges the security interest under which the disposition is made; and (3) Discharges any subordinate security interest or other subordinate lien.

(a) Effects of disposition. A secured party's disposition of collateral after default:

(1) Transfers to a transferee for value all of the debtor's rights in the collateral;

(1) Transfers to a transferee for value all of the debtor's rights in the collateral;

(2) Discharges the security interest under which the disposition is made; and

(2) Discharges the security interest under which the disposition is made; and

(3) Discharges any subordinate security interest or other subordinate lien.

(3) Discharges any subordinate security interest or other subordinate lien.

(b) Rights of good faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection (a) of this Code section, even if the secured party fails to comply with this article or the requirements of any judicial proceeding.

(b) Rights of good faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection (a) of this Code section, even if the secured party fails to comply with this article or the requirements of any judicial proceeding.

(c) Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection (a) of this Code section, the transferee takes the collateral subject to: (1) The debtor's rights in the collateral; (2) The security interest or agricultural lien under which the disposition is made; and (3) Any other security interest or other lien.

(c) Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection (a) of this Code section, the transferee takes the collateral subject to:

(1) The debtor's rights in the collateral;

(1) The debtor's rights in the collateral;

(2) The security interest or agricultural lien under which the disposition is made; and

(2) The security interest or agricultural lien under which the disposition is made; and

(3) Any other security interest or other lien.

(3) Any other security interest or other lien.
O.C.G.A. § 11-9-402 — GA Code / Title 11 / Chapter 9 / Section 11-9-402
Georgia Code Title 11. Commercial Code § 11-9-402
Status: in_force

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.
O.C.G.A. § 11-2a-512 — GA Code / Title 11 / Chapter 2A / Section 11-2a-512
Georgia Code Title 11. Commercial Code § 11-2A-512
Status: in_force

(1) Except as otherwise provided with respect to goods that threaten to decline in value speedily ( Code Section 11-2A-511 ) and subject to any security interest of a lessee ( Code Section 11-2A-508(5) ): (a) The lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection; (b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in Code Section 11-2A-511 ; but (c) The lessee has no further obligations with regard to goods rightfully rejected.

(1) Except as otherwise provided with respect to goods that threaten to decline in value speedily ( Code Section 11-2A-511 ) and subject to any security interest of a lessee ( Code Section 11-2A-508(5) ):

(a) The lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;

(a) The lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;

(b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in Code Section 11-2A-511 ; but

(b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in Code Section 11-2A-511 ; but

(c) The lessee has no further obligations with regard to goods rightfully rejected.

(c) The lessee has no further obligations with regard to goods rightfully rejected.

(2) Action by the lessee pursuant to subsection (1) is not acceptance or conversion.

(2) Action by the lessee pursuant to subsection (1) is not acceptance or conversion.
O.C.G.A. § 11-2-713 — GA Code / Title 11 / Chapter 2 / Section 11-2-713
Georgia Code Title 11. Commercial Code § 11-2-713
Status: in_force

(1) Subject to the provisions of this article with respect to proof of market price ( Code Section 11-2-723 ), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this article ( Code Section 11-2-715 ), but less expenses saved in consequence of the seller's breach.

(1) Subject to the provisions of this article with respect to proof of market price ( Code Section 11-2-723 ), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this article ( Code Section 11-2-715 ), but less expenses saved in consequence of the seller's breach.

(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
O.C.G.A. § 11-8-301 — GA Code / Title 11 / Chapter 8 / Section 11-8-301
Georgia Code Title 11. Commercial Code § 11-8-301
Status: in_force

(a) Delivery of a certificated security to a purchaser occurs when: (1) The purchaser acquires possession of the security certificate; (2) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(a) Delivery of a certificated security to a purchaser occurs when:

(1) The purchaser acquires possession of the security certificate;

(1) The purchaser acquires possession of the security certificate;

(2) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or

(2) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or

(3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(b) Delivery of an uncertificated security to a purchaser occurs when: (1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or (2) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

(b) Delivery of an uncertificated security to a purchaser occurs when:

(1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

(1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

(2) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

(2) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
O.C.G.A. § 11-4a-107 — GA Code / Title 11 / Chapter 4A / Section 11-4a-107
Georgia Code Title 11. Commercial Code § 11-4A-107
Status: in_force

Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the federal reserve banks supersede any inconsistent provision of this article to the extent of the inconsistency.
O.C.G.A. § 11-2-507 — GA Code / Title 11 / Chapter 2 / Section 11-2-507
Georgia Code Title 11. Commercial Code § 11-2-507
Status: in_force

(1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.

(1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.

(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.

(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
O.C.G.A. § 11-8-115 — GA Code / Title 11 / Chapter 8 / Section 11-8-115
Georgia Code Title 11. Commercial Code § 11-8-115
Status: in_force

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:

(1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

(2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

(3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim.

(3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
O.C.G.A. § 11-9-405 — GA Code / Title 11 / Chapter 9 / Section 11-9-405
Georgia Code Title 11. Commercial Code § 11-9-405
Status: in_force

(a) Effect of modification on assignee. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d) of this Code section.

(a) Effect of modification on assignee. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d) of this Code section.

(b) Applicability of subsection (a) of this Code section. Subsection (a) of this Code section applies to the extent that: (1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or (2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subsection (a) of Code Section 11-9-406 .

(b) Applicability of subsection (a) of this Code section. Subsection (a) of this Code section applies to the extent that:

(1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

(1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

(2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subsection (a) of Code Section 11-9-406 .

(2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subsection (a) of Code Section 11-9-406 .

(c) Rule for individual under other law. This Code section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(c) Rule for individual under other law. This Code section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(d) Inapplicability to health care insurance receivable. This Code section does not apply to an assignment of a health care insurance receivable.

(d) Inapplicability to health care insurance receivable. This Code section does not apply to an assignment of a health care insurance receivable.
O.C.G.A. § 11-7-208 — GA Code / Title 11 / Chapter 7 / Section 11-7-208
Georgia Code Title 11. Commercial Code § 11-7-208
Status: in_force

If a blank in a negotiable warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.
O.C.G.A. § 11-3-309 — GA Code / Title 11 / Chapter 3 / Section 11-3-309
Georgia Code Title 11. Commercial Code § 11-3-309
Status: in_force

(a) A person not in possession of an instrument is entitled to enforce the instrument if (i) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred; (ii) the loss of possession was not the result of a transfer by the person or a lawful seizure; and (iii) the person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

(a) A person not in possession of an instrument is entitled to enforce the instrument if (i) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred; (ii) the loss of possession was not the result of a transfer by the person or a lawful seizure; and (iii) the person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

(b) A person seeking enforcement of an instrument under subsection (a) of this Code section must prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, Code Section 11-3-308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.

(b) A person seeking enforcement of an instrument under subsection (a) of this Code section must prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, Code Section 11-3-308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.
O.C.G.A. § 11-9-525 — GA Code / Title 11 / Chapter 9 / Section 11-9-525
Georgia Code Title 11. Commercial Code § 11-9-525
Status: in_force

(a) Initial financing statement; general. Except as otherwise provided in subsection (b) of this Code section, the fees for filing a record under this part are the amounts specified in Article 2 of Chapter 6 of Title 15.

(a) Initial financing statement; general. Except as otherwise provided in subsection (b) of this Code section, the fees for filing a record under this part are the amounts specified in Article 2 of Chapter 6 of Title 15.

(b) Fees of the Georgia Superior Court Clerks' Cooperative Authority. The Georgia Superior Court Clerks' Cooperative Authority is authorized to set and collect fees for incidental services and information provided by the authority or its designated agent with respect to the central indexing system if such fees are not otherwise prescribed by law.

(b) Fees of the Georgia Superior Court Clerks' Cooperative Authority. The Georgia Superior Court Clerks' Cooperative Authority is authorized to set and collect fees for incidental services and information provided by the authority or its designated agent with respect to the central indexing system if such fees are not otherwise prescribed by law.
O.C.G.A. § 11-9-511 — GA Code / Title 11 / Chapter 9 / Section 11-9-511
Georgia Code Title 11. Commercial Code § 11-9-511
Status: in_force

(a) Secured party of record. A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under subsection (a) of Code Section 11-9-514 , the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

(a) Secured party of record. A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under subsection (a) of Code Section 11-9-514 , the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

(b) Amendment naming secured party of record. If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under subsection (b) of Code Section 11-9-514 , the assignee named in the amendment is a secured party of record.

(b) Amendment naming secured party of record. If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under subsection (b) of Code Section 11-9-514 , the assignee named in the amendment is a secured party of record.

(c) Amendment deleting secured party of record. A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.

(c) Amendment deleting secured party of record. A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.
O.C.G.A. § 11-8-206 — GA Code / Title 11 / Chapter 8 / Section 11-8-206
Georgia Code Title 11. Commercial Code § 11-8-206
Status: in_force

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any person may complete it by filling in the blanks as authorized; and (2) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:

(1) Any person may complete it by filling in the blanks as authorized; and

(1) Any person may complete it by filling in the blanks as authorized; and

(2) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

(2) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.

(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
O.C.G.A. § 11-2a-212 — GA Code / Title 11 / Chapter 2A / Section 11-2a-212
Georgia Code Title 11. Commercial Code § 11-2A-212
Status: in_force

(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.

(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.

(2) Goods to be merchantable must be at least such as: (a) Pass without objection in the trade under the description in the lease agreement; (b) In the case of fungible goods, are of fair average quality within the description; (c) Are fit for the ordinary purposes for which goods of that type are used; (d) Run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved; (e) Are adequately contained, packaged, and labeled as the lease agreement may require; and (f) Conform to any promises or affirmations of fact made on the container or label.

(2) Goods to be merchantable must be at least such as:

(a) Pass without objection in the trade under the description in the lease agreement;

(a) Pass without objection in the trade under the description in the lease agreement;

(b) In the case of fungible goods, are of fair average quality within the description;

(b) In the case of fungible goods, are of fair average quality within the description;

(c) Are fit for the ordinary purposes for which goods of that type are used;

(c) Are fit for the ordinary purposes for which goods of that type are used;

(d) Run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;

(d) Run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;

(e) Are adequately contained, packaged, and labeled as the lease agreement may require; and

(e) Are adequately contained, packaged, and labeled as the lease agreement may require; and

(f) Conform to any promises or affirmations of fact made on the container or label.

(f) Conform to any promises or affirmations of fact made on the container or label.

(3) Other implied warranties may arise from course of dealing or usage of trade.

(3) Other implied warranties may arise from course of dealing or usage of trade.
O.C.G.A. § 11-8-505 — GA Code / Title 11 / Chapter 8 / Section 11-8-505
Georgia Code Title 11. Commercial Code § 11-8-505
Status: in_force

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if: (1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:

(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.

(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
O.C.G.A. § 11-3-106 — GA Code / Title 11 / Chapter 3 / Section 11-3-106
Georgia Code Title 11. Commercial Code § 11-3-106
Status: in_force

(a) Except as provided in this Code section, for the purposes of subsection (a) of Code Section 11-3-104 , a promise or order is unconditional unless it states (i) an express condition to payment; (ii) that the promise or order is subject to or governed by another writing; or (iii) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.

(a) Except as provided in this Code section, for the purposes of subsection (a) of Code Section 11-3-104 , a promise or order is unconditional unless it states (i) an express condition to payment; (ii) that the promise or order is subject to or governed by another writing; or (iii) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.

(b) A promise or order is not made conditional (i) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration; or (ii) because payment is limited to resort to a particular fund or source.

(b) A promise or order is not made conditional (i) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration; or (ii) because payment is limited to resort to a particular fund or source.

(c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subsection (a) of Code Section 11-3-104 . If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

(c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subsection (a) of Code Section 11-3-104 . If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

(d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subsection (a) of Code Section 11-3-104 ; but, if the promise or order is an instrument, there cannot be a holder in due course of the instrument.

(d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subsection (a) of Code Section 11-3-104 ; but, if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
O.C.G.A. § 11-10-101 — GA Code / Title 11 / Chapter 10 / Section 11-10-101
Georgia Code Title 11. Commercial Code § 11-10-101
Status: in_force

This title shall become effective at 12:01 A.M. on January 1, 1964. It applies to transactions entered into and events occurring on and after that time and date.
O.C.G.A. § 11-8-307 — GA Code / Title 11 / Chapter 8 / Section 11-8-307
Georgia Code Title 11. Commercial Code § 11-8-307
Status: in_force

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
O.C.G.A. § 11-9-321 — GA Code / Title 11 / Chapter 9 / Section 11-9-321
Georgia Code Title 11. Commercial Code § 11-9-321
Status: in_force

(a) “Licensee in ordinary course of business.” As used in this Code section, the term “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor's own usual or customary practices.

(a) “Licensee in ordinary course of business.” As used in this Code section, the term “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor's own usual or customary practices.

(b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

(b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

(c) Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

(c) Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.
O.C.G.A. § 11-2-711 — GA Code / Title 11 / Chapter 2 / Section 11-2-711
Georgia Code Title 11. Commercial Code § 11-2-711
Status: in_force

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract ( Code Section 11-2-612 ), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid: (a) “Cover” and have damages under Code Section 11-2-712 as to all the goods affected whether or not they have been identified to the contract; or (b) Recover damages for nondelivery as provided in this article ( Code Section 11-2-713 ).

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract ( Code Section 11-2-612 ), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid:

(a) “Cover” and have damages under Code Section 11-2-712 as to all the goods affected whether or not they have been identified to the contract; or

(a) “Cover” and have damages under Code Section 11-2-712 as to all the goods affected whether or not they have been identified to the contract; or

(b) Recover damages for nondelivery as provided in this article ( Code Section 11-2-713 ).

(b) Recover damages for nondelivery as provided in this article ( Code Section 11-2-713 ).

(2) Where the seller fails to deliver or repudiates the buyer may also: (a) If the goods have been identified recover them as provided in this article ( Code Section 11-2-502 ); or (b) In a proper case obtain specific performance or replevy the goods as provided in this article ( Code Section 11-2-716 ).

(2) Where the seller fails to deliver or repudiates the buyer may also:

(a) If the goods have been identified recover them as provided in this article ( Code Section 11-2-502 ); or

(a) If the goods have been identified recover them as provided in this article ( Code Section 11-2-502 ); or

(b) In a proper case obtain specific performance or replevy the goods as provided in this article ( Code Section 11-2-716 ).

(b) In a proper case obtain specific performance or replevy the goods as provided in this article ( Code Section 11-2-716 ).

(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and may hold such goods and resell them in like manner as an aggrieved seller ( Code Section 11-2-706 ).

(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and may hold such goods and resell them in like manner as an aggrieved seller ( Code Section 11-2-706 ).
O.C.G.A. § 11-4-504 — GA Code / Title 11 / Chapter 4 / Section 11-4-504
Georgia Code Title 11. Commercial Code § 11-4-504
Status: in_force

(a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.

(a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.

(b) For its reasonable expenses incurred by action under subsection (a) of this Code section, the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller's lien.

(b) For its reasonable expenses incurred by action under subsection (a) of this Code section, the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller's lien.
O.C.G.A. § 11-9-110 — GA Code / Title 11 / Chapter 9 / Section 11-9-110
Georgia Code Title 11. Commercial Code § 11-9-110
Status: in_force

A security interest arising under Code Section 11-2-401 or 11-2-505, subsection (3) of Code Section 11-2-711, or subsection (5) of Code Section 11-2A-508 is subject to this article. However, until the debtor obtains possession of the goods:

(1) The security interest is enforceable, even if paragraph (3) of subsection (b) of Code Section 11-9-203 has not been satisfied;

(1) The security interest is enforceable, even if paragraph (3) of subsection (b) of Code Section 11-9-203 has not been satisfied;

(2) Filing is not required to perfect the security interest;

(2) Filing is not required to perfect the security interest;

(3) The rights of the secured party after default by the debtor are governed by Article 2 or 2A of this title; and

(3) The rights of the secured party after default by the debtor are governed by Article 2 or 2A of this title; and

(4) The security interest has priority over a conflicting security interest created by the debtor.

(4) The security interest has priority over a conflicting security interest created by the debtor.
O.C.G.A. § 11-2a-308 — GA Code / Title 11 / Chapter 2A / Section 11-2a-308
Georgia Code Title 11. Commercial Code § 11-2A-308
Status: in_force

(1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.

(1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.

(2) Nothing in this article impairs the rights of creditors of a lessor if the lease contract (a) becomes enforceable, not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security, or the like, and (b) is made under circumstances which under any statute or rule of law apart from this article would constitute the transaction a fraudulent transfer or voidable preference.

(2) Nothing in this article impairs the rights of creditors of a lessor if the lease contract (a) becomes enforceable, not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security, or the like, and (b) is made under circumstances which under any statute or rule of law apart from this article would constitute the transaction a fraudulent transfer or voidable preference.

(3) A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.

(3) A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.
O.C.G.A. § 11-2-314 — GA Code / Title 11 / Chapter 2 / Section 11-2-314
Georgia Code Title 11. Commercial Code § 11-2-314
Status: in_force

(1) Unless excluded or modified ( Code Section 11-2-316 ), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this Code section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

(1) Unless excluded or modified ( Code Section 11-2-316 ), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this Code section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

(2) Goods to be merchantable must be at least such as: (a) Pass without objection in the trade under the contract description; and (b) In the case of fungible goods, are of fair average quality within the description; and (c) Are fit for the ordinary purposes for which such goods are used; and (d) Run, within the variations permitted by the agreement, of even kind, quality, and quantity within each unit and among all units involved; and (e) Are adequately contained, packaged, and labeled as the agreement may require; and (f) Conform to the promises or affirmations of fact made on the container or label if any.

(2) Goods to be merchantable must be at least such as:

(a) Pass without objection in the trade under the contract description; and

(a) Pass without objection in the trade under the contract description; and

(b) In the case of fungible goods, are of fair average quality within the description; and

(b) In the case of fungible goods, are of fair average quality within the description; and

(c) Are fit for the ordinary purposes for which such goods are used; and

(c) Are fit for the ordinary purposes for which such goods are used; and

(d) Run, within the variations permitted by the agreement, of even kind, quality, and quantity within each unit and among all units involved; and

(d) Run, within the variations permitted by the agreement, of even kind, quality, and quantity within each unit and among all units involved; and

(e) Are adequately contained, packaged, and labeled as the agreement may require; and

(e) Are adequately contained, packaged, and labeled as the agreement may require; and

(f) Conform to the promises or affirmations of fact made on the container or label if any.

(f) Conform to the promises or affirmations of fact made on the container or label if any.

(3) Unless excluded or modified ( Code Section 11-2-316 ) other implied warranties may arise from course of dealing or usage of trade.

(3) Unless excluded or modified ( Code Section 11-2-316 ) other implied warranties may arise from course of dealing or usage of trade.
O.C.G.A. § 11-9-517 — GA Code / Title 11 / Chapter 9 / Section 11-9-517
Georgia Code Title 11. Commercial Code § 11-9-517
Status: in_force

The failure of the filing office or authority to index a record correctly does not affect the effectiveness of the filed record.
O.C.G.A. § 11-4-110 — GA Code / Title 11 / Chapter 4 / Section 11-4-110
Georgia Code Title 11. Commercial Code § 11-4-110
Status: in_force

(a) “Agreement for electronic presentment” means an agreement, clearing-house rule, or federal reserve regulation or operating circular, providing that presentment of an item may be made by transmission of an image of an item or information describing the item (“presentment notice”) rather than delivery of the item itself. The agreement may provide for procedures governing retention, presentment, payment, dishonor, and other matters concerning items subject to the agreement.

(a) “Agreement for electronic presentment” means an agreement, clearing-house rule, or federal reserve regulation or operating circular, providing that presentment of an item may be made by transmission of an image of an item or information describing the item (“presentment notice”) rather than delivery of the item itself. The agreement may provide for procedures governing retention, presentment, payment, dishonor, and other matters concerning items subject to the agreement.

(b) Presentment of an item pursuant to an agreement for presentment is made when the presentment notice is received.

(b) Presentment of an item pursuant to an agreement for presentment is made when the presentment notice is received.

(c) If presentment is made by presentment notice, a reference to “item” or “check” in this article means the presentment notice unless the context otherwise indicates.

(c) If presentment is made by presentment notice, a reference to “item” or “check” in this article means the presentment notice unless the context otherwise indicates.
O.C.G.A. § 11-2a-507 — GA Code / Title 11 / Chapter 2A / Section 11-2a-507
Georgia Code Title 11. Commercial Code § 11-2A-507
Status: in_force

(1) Damages based on market rent ( Code Section 11-2A-519 or 11-2A-528 ) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in Code Sections 11-2A-519 and 11-2A-528 .

(1) Damages based on market rent ( Code Section 11-2A-519 or 11-2A-528 ) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in Code Sections 11-2A-519 and 11-2A-528 .

(2) If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times or places described in this article is not readily available, the rent prevailing within any reasonable time before or after the time described or at any other place or for a different lease term which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the difference, including the cost of transporting the goods to or from the other place.

(2) If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times or places described in this article is not readily available, the rent prevailing within any reasonable time before or after the time described or at any other place or for a different lease term which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the difference, including the cost of transporting the goods to or from the other place.

(3) Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this article offered by one party is not admissible unless and until he has given the other party notice the court finds sufficient to prevent unfair surprise.

(3) Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this article offered by one party is not admissible unless and until he has given the other party notice the court finds sufficient to prevent unfair surprise.

(4) If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.

(4) If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.
O.C.G.A. § 11-9-209 — GA Code / Title 11 / Chapter 9 / Section 11-9-209
Georgia Code Title 11. Commercial Code § 11-9-209
Status: in_force

(a) Applicability of Code section. Except as otherwise provided in subsection (c) of this Code section, this Code section applies if: (1) There is no outstanding secured obligation; and (2) The secured party is not committed to make advances, incur obligations, or otherwise give value.

(a) Applicability of Code section. Except as otherwise provided in subsection (c) of this Code section, this Code section applies if:

(1) There is no outstanding secured obligation; and

(1) There is no outstanding secured obligation; and

(2) The secured party is not committed to make advances, incur obligations, or otherwise give value.

(2) The secured party is not committed to make advances, incur obligations, or otherwise give value.

(b) Duties of secured party after receiving demand from debtor. Within ten days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under subsection (a) of Code Section 11-9-406 an authenticated record that releases the account debtor from any further obligation to the secured party.

(b) Duties of secured party after receiving demand from debtor. Within ten days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under subsection (a) of Code Section 11-9-406 an authenticated record that releases the account debtor from any further obligation to the secured party.

(c) Inapplicability to sales. This Code section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.

(c) Inapplicability to sales. This Code section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.
O.C.G.A. § 11-2a-524 — GA Code / Title 11 / Chapter 2A / Section 11-2a-524
Georgia Code Title 11. Commercial Code § 11-2A-524
Status: in_force

(1) After default by the lessee under the lease contract of the type described in Code Section 11-2A-523(1) or Code Section 11-2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor may: (a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and (b) Dispose of goods ( Code Section 11-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(1) After default by the lessee under the lease contract of the type described in Code Section 11-2A-523(1) or Code Section 11-2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor may:

(a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and

(a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and

(b) Dispose of goods ( Code Section 11-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(b) Dispose of goods ( Code Section 11-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.

(2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.
O.C.G.A. § 11-3-105 — GA Code / Title 11 / Chapter 3 / Section 11-3-105
Georgia Code Title 11. Commercial Code § 11-3-105
Status: in_force

(a) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.

(a) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.

(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

(c) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.

(c) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.
O.C.G.A. § 11-2-209 — GA Code / Title 11 / Chapter 2 / Section 11-2-209
Georgia Code Title 11. Commercial Code § 11-2-209
Status: in_force

(1) An agreement modifying a contract within this article needs no consideration to be binding.

(1) An agreement modifying a contract within this article needs no consideration to be binding.

(2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of the statute of frauds section of this article ( Code Section 11-2-201 ) must be satisfied if the contract as modified is within its provisions.

(3) The requirements of the statute of frauds section of this article ( Code Section 11-2-201 ) must be satisfied if the contract as modified is within its provisions.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this Code section it can operate as a waiver.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this Code section it can operate as a waiver.

(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
O.C.G.A. § 11-1-205 — GA Code / Title 11 / Chapter 1 / Section 11-1-205
Georgia Code Title 11. Commercial Code § 11-1-205
Status: in_force

(a) Whether a time for taking any action required by this title is reasonable depends on the nature, purpose, and circumstances of such action.

(a) Whether a time for taking any action required by this title is reasonable depends on the nature, purpose, and circumstances of such action.

(b) An action is taken “seasonably” if it is taken at or within the time agreed, or if no time is agreed, at or within a reasonable time.

(b) An action is taken “seasonably” if it is taken at or within the time agreed, or if no time is agreed, at or within a reasonable time.