O.C.G.A. § 11-2-616 — GA Code / Title 11 / Chapter 2 / Section 11-2-616
Georgia Code Title 11. Commercial Code § 11-2-616
Status: in_force

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts ( Code Section 11-2-612 ), then also as to the whole: (a) Terminate and thereby discharge any unexecuted portion of the contract; or (b) Modify the contract by agreeing to take his available quota in substitution.

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts ( Code Section 11-2-612 ), then also as to the whole:

(a) Terminate and thereby discharge any unexecuted portion of the contract; or

(a) Terminate and thereby discharge any unexecuted portion of the contract; or

(b) Modify the contract by agreeing to take his available quota in substitution.

(b) Modify the contract by agreeing to take his available quota in substitution.

(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.

(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.

(3) The provisions of this Code section may not be negated by agreement except insofar as the seller has assumed a greater obligation under Code Section 11-2-615 .

(3) The provisions of this Code section may not be negated by agreement except insofar as the seller has assumed a greater obligation under Code Section 11-2-615 .
O.C.G.A. § 11-4a-303 — GA Code / Title 11 / Chapter 4A / Section 11-4a-303
Georgia Code Title 11. Commercial Code § 11-4A-303
Status: in_force

(a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender's order, or (ii) issues a payment order in execution of the sender's order and then issues a duplicate order, is entitled to payment of the amount of the sender's order under Code Section 11-4A-402(c) if that subsection is otherwise satisfied. The bank is entitled to recover from the beneficiary of the erroneous order the excess payment received to the extent allowed by the law governing mistake and restitution.

(a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender's order, or (ii) issues a payment order in execution of the sender's order and then issues a duplicate order, is entitled to payment of the amount of the sender's order under Code Section 11-4A-402(c) if that subsection is otherwise satisfied. The bank is entitled to recover from the beneficiary of the erroneous order the excess payment received to the extent allowed by the law governing mistake and restitution.

(b) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount less than the amount of the sender's order is entitled to payment of the amount of the sender's order under Code Section 11-4A-402(c) if (i) that subsection is otherwise satisfied and (ii) the bank corrects its mistake by issuing an additional payment order for the benefit of the beneficiary of the sender's order. If the error is not corrected, the issuer of the erroneous order is entitled to receive or retain payment from the sender of the order it accepted only to the extent of the amount of the erroneous order. This subsection does not apply if the receiving bank executes the sender's payment order by issuing a payment order in an amount less than the amount of the sender's order for the purpose of obtaining payment of its charges for services and expenses pursuant to instruction of the sender.

(b) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount less than the amount of the sender's order is entitled to payment of the amount of the sender's order under Code Section 11-4A-402(c) if (i) that subsection is otherwise satisfied and (ii) the bank corrects its mistake by issuing an additional payment order for the benefit of the beneficiary of the sender's order. If the error is not corrected, the issuer of the erroneous order is entitled to receive or retain payment from the sender of the order it accepted only to the extent of the amount of the erroneous order. This subsection does not apply if the receiving bank executes the sender's payment order by issuing a payment order in an amount less than the amount of the sender's order for the purpose of obtaining payment of its charges for services and expenses pursuant to instruction of the sender.

(c) If a receiving bank executes the payment order of the sender by issuing a payment order to a beneficiary different from the beneficiary of the sender's order and the funds transfer is completed on the basis of that error, the sender of the payment order that was erroneously executed and all previous senders in the funds transfer are not obliged to pay the payment orders they issued. The issuer of the erroneous order is entitled to recover from the beneficiary of the order the payment received to the extent allowed by the law governing mistake and restitution.

(c) If a receiving bank executes the payment order of the sender by issuing a payment order to a beneficiary different from the beneficiary of the sender's order and the funds transfer is completed on the basis of that error, the sender of the payment order that was erroneously executed and all previous senders in the funds transfer are not obliged to pay the payment orders they issued. The issuer of the erroneous order is entitled to recover from the beneficiary of the order the payment received to the extent allowed by the law governing mistake and restitution.
O.C.G.A. § 11-7-309 — GA Code / Title 11 / Chapter 7 / Section 11-7-309
Georgia Code Title 11. Commercial Code § 11-7-309
Status: in_force

(a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.

(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.

(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.

(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
O.C.G.A. § 11-9-314 — GA Code / Title 11 / Chapter 9 / Section 11-9-314
Georgia Code Title 11. Commercial Code § 11-9-314
Status: in_force

(a) Perfection by control. A security interest in investment property, deposit accounts, letter of credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under Code Section 11-7-106 , 11-9-104 , 11-9-105 , 11-9-106 , or 11-9-107 .

(a) Perfection by control. A security interest in investment property, deposit accounts, letter of credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under Code Section 11-7-106 , 11-9-104 , 11-9-105 , 11-9-106 , or 11-9-107 .

(b) Specified collateral; time of perfection by control; continuation of perfection. A security interest in deposit accounts, electronic chattel paper, letter of credit rights, or electronic documents is perfected by control under Code Section 11-7-106 , 11-9-104 , 11-9-105 , or 11-9-107 when the secured party obtains control and remains perfected by control only while the secured party retains control.

(b) Specified collateral; time of perfection by control; continuation of perfection. A security interest in deposit accounts, electronic chattel paper, letter of credit rights, or electronic documents is perfected by control under Code Section 11-7-106 , 11-9-104 , 11-9-105 , or 11-9-107 when the secured party obtains control and remains perfected by control only while the secured party retains control.

(c) Investment property; time of perfection by control; continuation of perfection. A security interest in investment property is perfected by control under Code Section 11-9-106 from the time the secured party obtains control and remains perfected by control until: (1) The secured party does not have control; and (2) One of the following occurs: (A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate; (B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or (C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

(c) Investment property; time of perfection by control; continuation of perfection. A security interest in investment property is perfected by control under Code Section 11-9-106 from the time the secured party obtains control and remains perfected by control until:

(1) The secured party does not have control; and

(1) The secured party does not have control; and

(2) One of the following occurs: (A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate; (B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or (C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

(2) One of the following occurs:

(A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;

(A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;

(B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or

(B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or

(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.
O.C.G.A. § 11-7-104 — GA Code / Title 11 / Chapter 7 / Section 11-7-104
Georgia Code Title 11. Commercial Code § 11-7-104
Status: in_force

(a) Except as otherwise provided in subsection (c) of this Code section, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.

(a) Except as otherwise provided in subsection (c) of this Code section, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.

(b) A document of title other than one described in subsection (a) of this Code section is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.

(b) A document of title other than one described in subsection (a) of this Code section is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.

(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.

(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
O.C.G.A. § 11-7-402 — GA Code / Title 11 / Chapter 7 / Section 11-7-402
Georgia Code Title 11. Commercial Code § 11-7-402
Status: in_force

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to Code Section 11-7-105 . The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
O.C.G.A. § 11-1-103 — GA Code / Title 11 / Chapter 1 / Section 11-1-103
Georgia Code Title 11. Commercial Code § 11-1-103
Status: in_force

(a) This title shall be liberally construed and applied to promote its underlying purposes and policies which are: (1) To simplify, clarify, and modernize the law governing commercial transactions; (2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) To make uniform the law among the various jurisdictions.

(a) This title shall be liberally construed and applied to promote its underlying purposes and policies which are:

(1) To simplify, clarify, and modernize the law governing commercial transactions;

(1) To simplify, clarify, and modernize the law governing commercial transactions;

(2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and

(2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and

(3) To make uniform the law among the various jurisdictions.

(3) To make uniform the law among the various jurisdictions.

(b) Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause shall supplement its provisions.

(b) Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause shall supplement its provisions.
O.C.G.A. § 11-4-203 — GA Code / Title 11 / Chapter 4 / Section 11-4-203
Georgia Code Title 11. Commercial Code § 11-4-203
Status: in_force

Subject to Article 3 of this title concerning conversion of instruments ( Code Section 11-3-420 ) and restrictive indorsements ( Code Section 11-3-206 ), only a collecting bank's transferor can give instructions that affect the bank or constitute notice to it and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.
O.C.G.A. § 11-7-307 — GA Code / Title 11 / Chapter 7 / Section 11-7-307
Georgia Code Title 11. Commercial Code § 11-7-307
Status: in_force

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

(b) A lien for charges and expenses under subsection (a) of this Code section on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection (a) of this Code section is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

(b) A lien for charges and expenses under subsection (a) of this Code section on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection (a) of this Code section is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

(c) A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

(c) A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
O.C.G.A. § 11-9-618 — GA Code / Title 11 / Chapter 9 / Section 11-9-618
Georgia Code Title 11. Commercial Code § 11-9-618
Status: in_force

(a) Rights and duties of secondary obligor. A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor: (1) Receives an assignment of a secured obligation from the secured party; (2) Receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or (3) Is subrogated to the rights of a secured party with respect to collateral.

(a) Rights and duties of secondary obligor. A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:

(1) Receives an assignment of a secured obligation from the secured party;

(1) Receives an assignment of a secured obligation from the secured party;

(2) Receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or

(2) Receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or

(3) Is subrogated to the rights of a secured party with respect to collateral.

(3) Is subrogated to the rights of a secured party with respect to collateral.

(b) Effect of assignment, transfer, or subrogation. An assignment, transfer, or subrogation described in subsection (a) of this Code section: (1) Is not a disposition of collateral under Code Section 11-9-610 ; and (2) Relieves the secured party of further duties under this article.

(b) Effect of assignment, transfer, or subrogation. An assignment, transfer, or subrogation described in subsection (a) of this Code section:

(1) Is not a disposition of collateral under Code Section 11-9-610 ; and

(1) Is not a disposition of collateral under Code Section 11-9-610 ; and

(2) Relieves the secured party of further duties under this article.

(2) Relieves the secured party of further duties under this article.
O.C.G.A. § 11-2-311 — GA Code / Title 11 / Chapter 2 / Section 11-2-311
Georgia Code Title 11. Commercial Code § 11-2-311
Status: in_force

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Code Section 11-2-204 ) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Code Section 11-2-204 ) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(2) Unless otherwise agreed specifications relating to assortment of goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of Code Section 11-2-319 specifications or arrangements relating to shipment are at the seller's option.

(2) Unless otherwise agreed specifications relating to assortment of goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of Code Section 11-2-319 specifications or arrangements relating to shipment are at the seller's option.

(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies: (a) Is excused for any resulting delay in his own performance; and (b) May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

(a) Is excused for any resulting delay in his own performance; and

(a) Is excused for any resulting delay in his own performance; and

(b) May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

(b) May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
O.C.G.A. § 11-8-106 — GA Code / Title 11 / Chapter 8 / Section 11-8-106
Georgia Code Title 11. Commercial Code § 11-8-106
Status: in_force

(a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.

(a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.

(b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (1) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or (2) The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:

(1) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or

(1) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or

(2) The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(2) The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(c) A purchaser has “control” of an uncertificated security if: (1) The uncertificated security is delivered to the purchaser; or (2) The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.

(c) A purchaser has “control” of an uncertificated security if:

(1) The uncertificated security is delivered to the purchaser; or

(1) The uncertificated security is delivered to the purchaser; or

(2) The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.

(2) The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.

(d) A purchaser has “control” of a security entitlement if: (1) The purchaser becomes the entitlement holder; (2) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or (3) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.

(d) A purchaser has “control” of a security entitlement if:

(1) The purchaser becomes the entitlement holder;

(1) The purchaser becomes the entitlement holder;

(2) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or

(2) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or

(3) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.

(3) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.

(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.

(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.

(f) A purchaser who has satisfied the requirements of subsection (c) or (d) of this Code section has control, even if the registered owner in the case of subsection (c) of this Code section or the entitlement holder in the case of subsection (d) of this Code section retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.

(f) A purchaser who has satisfied the requirements of subsection (c) or (d) of this Code section has control, even if the registered owner in the case of subsection (c) of this Code section or the entitlement holder in the case of subsection (d) of this Code section retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.

(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in paragraph (2) of subsection (c) of this Code section or paragraph (2) of subsection (d) of this Code section without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.

(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in paragraph (2) of subsection (c) of this Code section or paragraph (2) of subsection (d) of this Code section without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
O.C.G.A. § 11-3-401 — GA Code / Title 11 / Chapter 3 / Section 11-3-401
Georgia Code Title 11. Commercial Code § 11-3-401
Status: in_force

(a) A person is not liable on an instrument unless (i) the person signed the instrument; or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under Code Section 11-3-402 .

(a) A person is not liable on an instrument unless (i) the person signed the instrument; or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under Code Section 11-3-402 .

(b) A signature may be made (i) manually or by means of a device or machine; and (ii) by the use of any name, including a trade or assumed name or by a word, mark, or symbol executed or adopted by a person with present intention to authenticate a writing.

(b) A signature may be made (i) manually or by means of a device or machine; and (ii) by the use of any name, including a trade or assumed name or by a word, mark, or symbol executed or adopted by a person with present intention to authenticate a writing.
O.C.G.A. § 11-2a-516 — GA Code / Title 11 / Chapter 2A / Section 11-2a-516
Georgia Code Title 11. Commercial Code § 11-2A-516
Status: in_force

(1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.

(1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.

(2) A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this article or the lease agreement for nonconformity.

(2) A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this article or the lease agreement for nonconformity.

(3) If a tender has been accepted: (a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified; (b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like ( Code Section 11-2A-211 ) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and (c) The burden is on the lessee to establish any default.

(3) If a tender has been accepted:

(a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;

(a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;

(b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like ( Code Section 11-2A-211 ) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

(b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like ( Code Section 11-2A-211 ) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

(c) The burden is on the lessee to establish any default.

(c) The burden is on the lessee to establish any default.

(4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over the following apply: (a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound. (b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like ( Code Section 11-2A-211 ) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

(4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over the following apply:

(a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.

(a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.

(b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like ( Code Section 11-2A-211 ) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

(b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like ( Code Section 11-2A-211 ) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

(5) Subsections (3) and (4) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like ( Code Section 11-2A-211 ).

(5) Subsections (3) and (4) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like ( Code Section 11-2A-211 ).
O.C.G.A. § 11-4-302 — GA Code / Title 11 / Chapter 4 / Section 11-4-302
Georgia Code Title 11. Commercial Code § 11-4-302
Status: in_force

(a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of: (1) A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or (2) Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

(a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of:

(1) A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or

(1) A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or

(2) Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

(2) Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

(b) The liability of a payor bank to pay an item pursuant to subsection (a) of this Code section is subject to defenses based on breach of a presentment warranty ( Code Section 11-4-208 ) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.

(b) The liability of a payor bank to pay an item pursuant to subsection (a) of this Code section is subject to defenses based on breach of a presentment warranty ( Code Section 11-4-208 ) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.
O.C.G.A. § 11-2a-302 — GA Code / Title 11 / Chapter 2A / Section 11-2a-302
Georgia Code Title 11. Commercial Code § 11-2A-302
Status: in_force

Except as otherwise provided in this article, each provision of this article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
O.C.G.A. § 11-5-118 — GA Code / Title 11 / Chapter 5 / Section 11-5-118
Georgia Code Title 11. Commercial Code § 11-5-118
Status: in_force

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a) of this Code section, the security interest continues and is subject to Article 9 of this title, but: (1) A security agreement is not necessary to make the security interest enforceable under paragraph (3) of subsection (b) of Code Section 11-9-203 ; (2) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and (3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.

(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a) of this Code section, the security interest continues and is subject to Article 9 of this title, but:

(1) A security agreement is not necessary to make the security interest enforceable under paragraph (3) of subsection (b) of Code Section 11-9-203 ;

(1) A security agreement is not necessary to make the security interest enforceable under paragraph (3) of subsection (b) of Code Section 11-9-203 ;

(2) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

(2) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

(3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.

(3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
O.C.G.A. § 11-2a-510 — GA Code / Title 11 / Chapter 2A / Section 11-2a-510
Georgia Code Title 11. Commercial Code § 11-2A-510
Status: in_force

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (2) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (2) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.

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

(2) Whenever nonconformity or default with respect to one or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries.
O.C.G.A. § 11-2-306 — GA Code / Title 11 / Chapter 2 / Section 11-2-306
Georgia Code Title 11. Commercial Code § 11-2-306
Status: in_force

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
O.C.G.A. § 11-2-725 — GA Code / Title 11 / Chapter 2 / Section 11-2-725
Georgia Code Title 11. Commercial Code § 11-2-725
Status: in_force

(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

(3) Where an action commenced within the time limited by subsection (1) of this Code section is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(3) Where an action commenced within the time limited by subsection (1) of this Code section is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This Code section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before January 1, 1964.

(4) This Code section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before January 1, 1964.
O.C.G.A. § 11-2-512 — GA Code / Title 11 / Chapter 2 / Section 11-2-512
Georgia Code Title 11. Commercial Code § 11-2-512
Status: in_force

(1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: (a) The nonconformity appears without inspection; or (b) Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of this title ( Code Section 11-5-109 ).

(1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:

(a) The nonconformity appears without inspection; or

(a) The nonconformity appears without inspection; or

(b) Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of this title ( Code Section 11-5-109 ).

(b) Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of this title ( Code Section 11-5-109 ).

(2) Payment pursuant to subsection (1) of this Code section does not constitute an acceptance of goods or impair the buyer's right to inspect or any of his remedies.

(2) Payment pursuant to subsection (1) of this Code section does not constitute an acceptance of goods or impair the buyer's right to inspect or any of his remedies.
O.C.G.A. § 11-9-319 — GA Code / Title 11 / Chapter 9 / Section 11-9-319
Georgia Code Title 11. Commercial Code § 11-9-319
Status: in_force

(a) Consignee has consignor's rights. Except as otherwise provided in subsection (b) of this Code section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

(a) Consignee has consignor's rights. Except as otherwise provided in subsection (b) of this Code section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

(b) Applicability of other law. For purposes of determining the rights of a creditor of a consignee, law other than this article determines the rights and title of a consignee while goods are in the consignee's possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.

(b) Applicability of other law. For purposes of determining the rights of a creditor of a consignee, law other than this article determines the rights and title of a consignee while goods are in the consignee's possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.
O.C.G.A. § 11-2a-406 — GA Code / Title 11 / Chapter 2A / Section 11-2a-406
Georgia Code Title 11. Commercial Code § 11-2A-406
Status: in_force

(1) If the lessee receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2A-405 , the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired ( Code Section 11-2A-510 ): (a) Terminate the lease contract ( Code Section 11-2A-505(2) ); or (b) Except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

(1) If the lessee receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2A-405 , the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired ( Code Section 11-2A-510 ):

(a) Terminate the lease contract ( Code Section 11-2A-505(2) ); or

(a) Terminate the lease contract ( Code Section 11-2A-505(2) ); or

(b) Except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

(b) Except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

(2) If, after receipt of a notification from the lessor under Code Section 11-2A-405 , the lessee fails so to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected.

(2) If, after receipt of a notification from the lessor under Code Section 11-2A-405 , the lessee fails so to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected.
O.C.G.A. § 11-3-119 — GA Code / Title 11 / Chapter 3 / Section 11-3-119
Georgia Code Title 11. Commercial Code § 11-3-119
Status: in_force

In an action for breach of an obligation for which a third person is answerable over pursuant to this article or Article 4 of this title, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that (i) the person notified may come in and defend; and (ii) failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
O.C.G.A. § 11-9-709 — GA Code / Title 11 / Chapter 9 / Section 11-9-709
Georgia Code Title 11. Commercial Code § 11-9-709
Status: in_force

(a) Law governing priority. This article determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2001, former Article 9 of this title determines priority.

(a) Law governing priority. This article determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2001, former Article 9 of this title determines priority.

(b) Priority if security interest becomes enforceable under Code Section 11-9-203 . For purposes of subsection (a) of Code Section 11-9-322 , the priority of a security interest that becomes enforceable under Code Section 11-9-203 dates from July 1, 2001, if the security interest is perfected under this article by the filing of a financing statement before July 1, 2001, which would not have been effective to perfect the security interest under former Article 9 of this title. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.

(b) Priority if security interest becomes enforceable under Code Section 11-9-203 . For purposes of subsection (a) of Code Section 11-9-322 , the priority of a security interest that becomes enforceable under Code Section 11-9-203 dates from July 1, 2001, if the security interest is perfected under this article by the filing of a financing statement before July 1, 2001, which would not have been effective to perfect the security interest under former Article 9 of this title. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.
O.C.G.A. § 11-1-305 — GA Code / Title 11 / Chapter 1 / Section 11-1-305
Georgia Code Title 11. Commercial Code § 11-1-305
Status: in_force

(a) The remedies provided by this title shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this title or by other rule of law.

(a) The remedies provided by this title shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this title or by other rule of law.

(b) Any right or obligation declared by this title shall be enforceable by action unless the provision declaring it specifies a different and limited effect.

(b) Any right or obligation declared by this title shall be enforceable by action unless the provision declaring it specifies a different and limited effect.
O.C.G.A. § 11-2-712 — GA Code / Title 11 / Chapter 2 / Section 11-2-712
Georgia Code Title 11. Commercial Code § 11-2-712
Status: in_force

(1) After a breach within Code Section 11-2-711 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(1) After a breach within Code Section 11-2-711 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined ( Code Section 11-2-715 ), but less expenses saved in consequence of the seller's breach.

(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined ( Code Section 11-2-715 ), but less expenses saved in consequence of the seller's breach.

(3) Failure of the buyer to effect cover within this Code section does not bar him from any other remedy.

(3) Failure of the buyer to effect cover within this Code section does not bar him from any other remedy.
O.C.G.A. § 11-2-710 — GA Code / Title 11 / Chapter 2 / Section 11-2-710
Georgia Code Title 11. Commercial Code § 11-2-710
Status: in_force

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care, and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
O.C.G.A. § 11-8-511 — GA Code / Title 11 / Chapter 8 / Section 11-8-511
Georgia Code Title 11. Commercial Code § 11-8-511
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this Code section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.

(a) Except as otherwise provided in subsections (b) and (c) of this Code section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.

(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.

(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.

(c) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.

(c) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.
O.C.G.A. § 11-3-109 — GA Code / Title 11 / Chapter 3 / Section 11-3-109
Georgia Code Title 11. Commercial Code § 11-3-109
Status: in_force

(a) A promise or order is payable to bearer if it: (1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) Does not state a payee; or (3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

(a) A promise or order is payable to bearer if it:

(1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

(1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

(2) Does not state a payee; or

(2) Does not state a payee; or

(3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

(3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

(b) A promise or order that is not payable to bearer is payable to order if it is payable to (i) the order of an identified person; or (ii) an identified person or order. A promise or order that is payable to order is payable to the identified person.

(b) A promise or order that is not payable to bearer is payable to order if it is payable to (i) the order of an identified person; or (ii) an identified person or order. A promise or order that is payable to order is payable to the identified person.

(c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to subsection (a) of Code Section 11-3-205 . An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to subsection (b) of Code Section 11-3-205 .

(c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to subsection (a) of Code Section 11-3-205 . An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to subsection (b) of Code Section 11-3-205 .
O.C.G.A. § 11-3-112 — GA Code / Title 11 / Chapter 3 / Section 11-3-112
Georgia Code Title 11. Commercial Code § 11-3-112
Status: in_force

(a) Unless otherwise provided in the instrument (i) an instrument is not payable with interest; and (ii) interest on an interest-bearing instrument is payable from the date of the instrument.

(a) Unless otherwise provided in the instrument (i) an instrument is not payable with interest; and (ii) interest on an interest-bearing instrument is payable from the date of the instrument.

(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.

(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
O.C.G.A. § 11-4-106 — GA Code / Title 11 / Chapter 4 / Section 11-4-106
Georgia Code Title 11. Commercial Code § 11-4-106
Status: in_force

(a) If an item states that it is “payable through” a bank identified in the item, the item (i) designates the bank as a collecting bank and does not by itself authorize the bank to pay the item; and (ii) may be presented for payment only by or through the bank.

(a) If an item states that it is “payable through” a bank identified in the item, the item (i) designates the bank as a collecting bank and does not by itself authorize the bank to pay the item; and (ii) may be presented for payment only by or through the bank.

(b) If an item states that it is “payable at” a bank identified in the item, the item (i) designates the bank as a collecting bank and does not by itself authorize the bank to pay the item; and (ii) may be presented for payment only by or through the bank.

(b) If an item states that it is “payable at” a bank identified in the item, the item (i) designates the bank as a collecting bank and does not by itself authorize the bank to pay the item; and (ii) may be presented for payment only by or through the bank.

(c) If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a co-drawee or a collecting bank, the bank is a collecting bank.

(c) If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a co-drawee or a collecting bank, the bank is a collecting bank.
O.C.G.A. § 11-3-407 — GA Code / Title 11 / Chapter 3 / Section 11-3-407
Georgia Code Title 11. Commercial Code § 11-3-407
Status: in_force

(a) “Alteration” means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

(a) “Alteration” means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

(b) Except as provided in subsection (c) of this Code section, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

(b) Except as provided in subsection (c) of this Code section, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

(c) A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument (i) according to its original terms; or (ii) in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.

(c) A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument (i) according to its original terms; or (ii) in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.
O.C.G.A. § 11-2-309 — GA Code / Title 11 / Chapter 2 / Section 11-2-309
Georgia Code Title 11. Commercial Code § 11-2-309
Status: in_force

(1) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time.

(1) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time.

(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.

(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
O.C.G.A. § 11-7-401 — GA Code / Title 11 / Chapter 7 / Section 11-7-401
Georgia Code Title 11. Commercial Code § 11-7-401
Status: in_force

The obligations imposed by this article on an issuer apply to a document of title even if:

(1) The document does not comply with the requirements of this article or of any other statute, rule, or regulation regarding its issuance, form, or content;

(1) The document does not comply with the requirements of this article or of any other statute, rule, or regulation regarding its issuance, form, or content;

(2) The issuer violated laws regulating the conduct of its business;

(2) The issuer violated laws regulating the conduct of its business;

(3) The goods covered by the document were owned by the bailee when the document was issued; or

(3) The goods covered by the document were owned by the bailee when the document was issued; or

(4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.

(4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
O.C.G.A. § 11-2a-211 — GA Code / Title 11 / Chapter 2A / Section 11-2a-211
Georgia Code Title 11. Commercial Code § 11-2A-211
Status: in_force

(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.

(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.

(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.

(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.

(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.

(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
O.C.G.A. § 11-4a-504 — GA Code / Title 11 / Chapter 4A / Section 11-4a-504
Georgia Code Title 11. Commercial Code § 11-4A-504
Status: in_force

(a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender's account, the bank may charge the sender's account with respect to the various orders and items in any sequence.

(a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender's account, the bank may charge the sender's account with respect to the various orders and items in any sequence.

(b) In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.

(b) In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
O.C.G.A. § 11-8-207 — GA Code / Title 11 / Chapter 8 / Section 11-8-207
Georgia Code Title 11. Commercial Code § 11-8-207
Status: in_force

(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.

(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.

(b) This article does not affect the liability of the registered owner of a security for a call, assessment, or the like.

(b) This article does not affect the liability of the registered owner of a security for a call, assessment, or the like.
O.C.G.A. § 11-9-302 — GA Code / Title 11 / Chapter 9 / Section 11-9-302
Georgia Code Title 11. Commercial Code § 11-9-302
Status: in_force

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.
O.C.G.A. § 11-5-110 — GA Code / Title 11 / Chapter 5 / Section 11-5-110
Georgia Code Title 11. Commercial Code § 11-5-110
Status: in_force

(a) If its presentation is honored, the beneficiary warrants: (1) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subsection (a) of Code Section 11-5-109 ; and (2) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(a) If its presentation is honored, the beneficiary warrants:

(1) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subsection (a) of Code Section 11-5-109 ; and

(1) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subsection (a) of Code Section 11-5-109 ; and

(2) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(2) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(b) The warranties in subsection (a) of this Code section are in addition to warranties arising under Articles 3, 4, 7, and 8 of this title because of the presentation or transfer of documents covered by any of those articles.

(b) The warranties in subsection (a) of this Code section are in addition to warranties arising under Articles 3, 4, 7, and 8 of this title because of the presentation or transfer of documents covered by any of those articles.
O.C.G.A. § 11-2a-505 — GA Code / Title 11 / Chapter 2A / Section 11-2a-505
Georgia Code Title 11. Commercial Code § 11-2A-505
Status: in_force

(1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the canceling party also retains any remedy for default of the whole lease contract or any unperformed balance.

(1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the canceling party also retains any remedy for default of the whole lease contract or any unperformed balance.

(2) On termination of the lease contract, all obligations that are still executory on both sides are discharged but any right based on prior default or performance survives.

(2) On termination of the lease contract, all obligations that are still executory on both sides are discharged but any right based on prior default or performance survives.

(3) Unless the contrary intention clearly appears, expressions of “cancellation,” “rescission,” or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.

(3) Unless the contrary intention clearly appears, expressions of “cancellation,” “rescission,” or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.

(4) Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this article for default.

(4) Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this article for default.

(5) Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy.

(5) Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy.
O.C.G.A. § 11-7-507 — GA Code / Title 11 / Chapter 7 / Section 11-7-507
Georgia Code Title 11. Commercial Code § 11-7-507
Status: in_force

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Code Section 11-7-508 , unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:

(1) The document is genuine;

(1) The document is genuine;

(2) The transferor does not have knowledge of any fact that would impair the document's validity or worth; and

(2) The transferor does not have knowledge of any fact that would impair the document's validity or worth; and

(3) The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.

(3) The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
O.C.G.A. § 11-9-804 — GA Code / Title 11 / Chapter 9 / Section 11-9-804
Georgia Code Title 11. Commercial Code § 11-9-804
Status: in_force

A security interest that is an unperfected security interest immediately before July 1, 2013, becomes a perfected security interest:

(1) Without further action, on July 1, 2013, if the applicable requirements for perfection under this article, as in effect on July 1, 2013, are satisfied before or at that time; or

(1) Without further action, on July 1, 2013, if the applicable requirements for perfection under this article, as in effect on July 1, 2013, are satisfied before or at that time; or

(2) When the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.

(2) When the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
O.C.G.A. § 11-4a-204 — GA Code / Title 11 / Chapter 4A / Section 11-4a-204
Georgia Code Title 11. Commercial Code § 11-4A-204
Status: in_force

(a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not effective as the order of the customer under Code Section 11-4A-202 , or (ii) not enforceable, in whole or in part, against the customer under Code Section 11-4A-203 , the bank shall refund any payment of the payment order received from the customer to the extent the bank is not entitled to enforce payment and shall pay interest on the refundable amount calculated from the date the bank received payment to the date of the refund. However, the customer is not entitled to interest from the bank on the amount to be refunded if the customer fails to exercise ordinary care to determine that the order was not authorized by the customer and to notify the bank of the relevant facts within a reasonable time not exceeding 90 days after the date the customer received notification from the bank that the order was accepted or that the customer's account was debited with respect to the order. The bank is not entitled to any recovery from the customer on account of a failure by the customer to give notification as stated in this subsection.

(a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not effective as the order of the customer under Code Section 11-4A-202 , or (ii) not enforceable, in whole or in part, against the customer under Code Section 11-4A-203 , the bank shall refund any payment of the payment order received from the customer to the extent the bank is not entitled to enforce payment and shall pay interest on the refundable amount calculated from the date the bank received payment to the date of the refund. However, the customer is not entitled to interest from the bank on the amount to be refunded if the customer fails to exercise ordinary care to determine that the order was not authorized by the customer and to notify the bank of the relevant facts within a reasonable time not exceeding 90 days after the date the customer received notification from the bank that the order was accepted or that the customer's account was debited with respect to the order. The bank is not entitled to any recovery from the customer on account of a failure by the customer to give notification as stated in this subsection.

(b) Reasonable time under subsection (a) of this Code section may be fixed by agreement as stated in subsection (b) of Code Section 11-1-302 , but the obligation of a receiving bank to refund payment as stated in subsection (a) of this Code section may not otherwise be varied by agreement.

(b) Reasonable time under subsection (a) of this Code section may be fixed by agreement as stated in subsection (b) of Code Section 11-1-302 , but the obligation of a receiving bank to refund payment as stated in subsection (a) of this Code section may not otherwise be varied by agreement.
O.C.G.A. § 11-2-707 — GA Code / Title 11 / Chapter 2 / Section 11-2-707
Georgia Code Title 11. Commercial Code § 11-2-707
Status: in_force

(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.

(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.

(2) A person in the position of a seller may as provided in this article withhold or stop delivery ( Code Section 11-2-705 ) and resell ( Code Section 11-2-706 ) and recover incidental damages ( Code Section 11-2-710 ).

(2) A person in the position of a seller may as provided in this article withhold or stop delivery ( Code Section 11-2-705 ) and resell ( Code Section 11-2-706 ) and recover incidental damages ( Code Section 11-2-710 ).
O.C.G.A. § 11-9-507 — GA Code / Title 11 / Chapter 9 / Section 11-9-507
Georgia Code Title 11. Commercial Code § 11-9-507
Status: in_force

(a) Disposition. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.

(a) Disposition. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.

(b) Information becoming seriously misleading. Except as otherwise provided in subsection (c) of this Code section and Code Section 11-9-508 , a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under Code Section 11-9-506 .

(b) Information becoming seriously misleading. Except as otherwise provided in subsection (c) of this Code section and Code Section 11-9-508 , a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under Code Section 11-9-506 .

(c) Change in debtor's name. If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under subsection (a) of Code Section 11-9-503 so that the financing statement becomes seriously misleading under Code Section 11-9-506 : (1) The financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and (2) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.

(c) Change in debtor's name. If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under subsection (a) of Code Section 11-9-503 so that the financing statement becomes seriously misleading under Code Section 11-9-506 :

(1) The financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and

(1) The financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and

(2) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.

(2) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.
O.C.G.A. § 11-4-406 — GA Code / Title 11 / Chapter 4 / Section 11-4-406
Georgia Code Title 11. Commercial Code § 11-4-406
Status: in_force

(a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information if the item is described by item number, amount, and date of payment.

(a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information if the item is described by item number, amount, and date of payment.

(b) If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.

(b) If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.

(c) If a bank sends or makes available a statement of account or items pursuant to subsection (a) of this Code section, the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts.

(c) If a bank sends or makes available a statement of account or items pursuant to subsection (a) of this Code section, the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts.

(d) If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection (c) of this Code section, the customer is precluded from asserting against the bank: (1) The customer's unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and (2) The customer's unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding 30 days, in which to examine the item or statement of account and notify the bank.

(d) If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection (c) of this Code section, the customer is precluded from asserting against the bank:

(1) The customer's unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and

(1) The customer's unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and

(2) The customer's unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding 30 days, in which to examine the item or statement of account and notify the bank.

(2) The customer's unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding 30 days, in which to examine the item or statement of account and notify the bank.

(e) If subsection (d) of this Code section applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection (c) of this Code section and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection (d) of this Code section does not apply.

(e) If subsection (d) of this Code section applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection (c) of this Code section and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection (d) of this Code section does not apply.

(f) Without regard to care or lack of care of either the customer or the bank, a customer who does not within 60 days after the statement or items are made available to the customer (subsection (a) of this Code section) discover and report the customer's unauthorized signature on or any alteration on the face of the item or who does not within one year from that time discover and report any unauthorized indorsement or alteration on the back of the item is precluded from asserting against the bank the unauthorized signature, indorsement, or alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under Code Section 11-4-208 with respect to the unauthorized signature or alteration to which the preclusion applies.

(f) Without regard to care or lack of care of either the customer or the bank, a customer who does not within 60 days after the statement or items are made available to the customer (subsection (a) of this Code section) discover and report the customer's unauthorized signature on or any alteration on the face of the item or who does not within one year from that time discover and report any unauthorized indorsement or alteration on the back of the item is precluded from asserting against the bank the unauthorized signature, indorsement, or alteration.

If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under Code Section 11-4-208 with respect to the unauthorized signature or alteration to which the preclusion applies.
O.C.G.A. § 11-7-603 — GA Code / Title 11 / Chapter 7 / Section 11-7-603
Georgia Code Title 11. Commercial Code § 11-7-603
Status: in_force

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
O.C.G.A. § 11-3-114 — GA Code / Title 11 / Chapter 3 / Section 11-3-114
Georgia Code Title 11. Commercial Code § 11-3-114
Status: in_force

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
O.C.G.A. § 11-2-401 — GA Code / Title 11 / Chapter 2 / Section 11-2-401
Georgia Code Title 11. Commercial Code § 11-2-401
Status: in_force

Each provision of this article with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers, or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this article and matters concerning title become material the following rules apply:

(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract ( Code Section 11-2-501 ), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the article on secured transactions (Article 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract ( Code Section 11-2-501 ), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the article on secured transactions (Article 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading: (a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require him or her to deliver them at destination, title passes to the buyer at the time and place of shipment; but (b) If the contract requires delivery at destination, title passes on tender there.

(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading:

(a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require him or her to deliver them at destination, title passes to the buyer at the time and place of shipment; but

(a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require him or her to deliver them at destination, title passes to the buyer at the time and place of shipment; but

(b) If the contract requires delivery at destination, title passes on tender there.

(b) If the contract requires delivery at destination, title passes on tender there.

(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods: (a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where he or she delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or (b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:

(a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where he or she delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or

(a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where he or she delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or

(b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

(b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a “sale.”

(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a “sale.”
O.C.G.A. § 11-2a-218 — GA Code / Title 11 / Chapter 2A / Section 11-2a-218
Georgia Code Title 11. Commercial Code § 11-2A-218
Status: in_force

(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.

(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.

(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.

(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.

(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.

(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.

(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

(5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.

(5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
O.C.G.A. § 11-8-404 — GA Code / Title 11 / Chapter 8 / Section 11-8-404
Georgia Code Title 11. Commercial Code § 11-8-404
Status: in_force

(a) Except as otherwise provided in Code Section 11-8-406 , an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: (1) Pursuant to an ineffective indorsement or instruction; (2) After a demand that the issuer not register transfer became effective under subsection (a) of Code Section 11-8-403 and the issuer did not comply with subsection (b) of Code Section 11-8-403 ; (3) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (4) By an issuer acting in collusion with the wrongdoer.

(a) Except as otherwise provided in Code Section 11-8-406 , an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

(1) Pursuant to an ineffective indorsement or instruction;

(1) Pursuant to an ineffective indorsement or instruction;

(2) After a demand that the issuer not register transfer became effective under subsection (a) of Code Section 11-8-403 and the issuer did not comply with subsection (b) of Code Section 11-8-403 ;

(2) After a demand that the issuer not register transfer became effective under subsection (a) of Code Section 11-8-403 and the issuer did not comply with subsection (b) of Code Section 11-8-403 ;

(3) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(3) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(4) By an issuer acting in collusion with the wrongdoer.

(4) By an issuer acting in collusion with the wrongdoer.

(b) An issuer that is liable for wrongful registration of transfer under subsection (a) of this Code section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Code Section 11-8-210 .

(b) An issuer that is liable for wrongful registration of transfer under subsection (a) of this Code section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Code Section 11-8-210 .

(c) Except as otherwise provided in subsection (a) of this Code section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.

(c) Except as otherwise provided in subsection (a) of this Code section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
O.C.G.A. § 11-9-802 — GA Code / Title 11 / Chapter 9 / Section 11-9-802
Georgia Code Title 11. Commercial Code § 11-9-802
Status: in_force

(a) Pre-effective date transactions or liens. Except as otherwise provided in this part, this article, as in effect on July 1, 2013, applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.

(a) Pre-effective date transactions or liens. Except as otherwise provided in this part, this article, as in effect on July 1, 2013, applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.

(b) Pre-effective date proceedings. This article, as in effect on July 1, 2013, does not affect an action, case, or proceeding commenced before July 1, 2013.

(b) Pre-effective date proceedings. This article, as in effect on July 1, 2013, does not affect an action, case, or proceeding commenced before July 1, 2013.
O.C.G.A. § 11-2a-217 — GA Code / Title 11 / Chapter 2A / Section 11-2a-217
Georgia Code Title 11. Commercial Code § 11-2A-217
Status: in_force

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:

(a) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;

(a) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;

(b) When the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

(b) When the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

(c) When the young are conceived, if the lease contract is for a lease of unborn young of animals.

(c) When the young are conceived, if the lease contract is for a lease of unborn young of animals.
O.C.G.A. § 11-8-401 — GA Code / Title 11 / Chapter 8 / Section 11-8-401
Georgia Code Title 11. Commercial Code § 11-8-401
Status: in_force

(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: (1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; (2) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; (3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized ( Code Section 11-8-402 ); (4) Any applicable law relating to the collection of taxes has been complied with; (5) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Code Section 11-8-204 ; (6) A demand that the issuer not register transfer has not become effective under Code Section 11-8-403 , or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403 ; and (7) The transfer is in fact rightful or is to a protected purchaser.

(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

(1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

(1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

(2) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(2) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized ( Code Section 11-8-402 );

(3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized ( Code Section 11-8-402 );

(4) Any applicable law relating to the collection of taxes has been complied with;

(4) Any applicable law relating to the collection of taxes has been complied with;

(5) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Code Section 11-8-204 ;

(5) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Code Section 11-8-204 ;

(6) A demand that the issuer not register transfer has not become effective under Code Section 11-8-403 , or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403 ; and

(6) A demand that the issuer not register transfer has not become effective under Code Section 11-8-403 , or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403 ; and

(7) The transfer is in fact rightful or is to a protected purchaser.

(7) The transfer is in fact rightful or is to a protected purchaser.

(b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.

(b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
O.C.G.A. § 11-3-411 — GA Code / Title 11 / Chapter 3 / Section 11-3-411
Georgia Code Title 11. Commercial Code § 11-3-411
Status: in_force

(a) In this Code section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier's check or teller's check bought from the issuer.

(a) In this Code section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier's check or teller's check bought from the issuer.

(b) If the obligated bank wrongfully (i) refuses to pay a cashier's check or certified check; (ii) stops payment of a teller's check; or (iii) refuses to pay a dishonored teller's check, the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.

(b) If the obligated bank wrongfully (i) refuses to pay a cashier's check or certified check; (ii) stops payment of a teller's check; or (iii) refuses to pay a dishonored teller's check, the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.

(c) Expenses or consequential damages under subsection (b) of this Code section are not recoverable if the refusal of the obligated bank to pay occurs because (i) the bank suspends payments; (ii) the obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument; (iii) the obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument; or (iv) payment is prohibited by law.

(c) Expenses or consequential damages under subsection (b) of this Code section are not recoverable if the refusal of the obligated bank to pay occurs because (i) the bank suspends payments; (ii) the obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument; (iii) the obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument; or (iv) payment is prohibited by law.
O.C.G.A. § 11-9-337 — GA Code / Title 11 / Chapter 9 / Section 11-9-337
Georgia Code Title 11. Commercial Code § 11-9-337
Status: in_force

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:

(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

(2) The security interest is subordinate to a conflicting security interest in the goods that attaches and is perfected under subsection (b) of Code Section 11-9-311 , after issuance of the certificate and without the conflicting secured party's knowledge of the security interest.

(2) The security interest is subordinate to a conflicting security interest in the goods that attaches and is perfected under subsection (b) of Code Section 11-9-311 , after issuance of the certificate and without the conflicting secured party's knowledge of the security interest.
O.C.G.A. § 11-2a-530 — GA Code / Title 11 / Chapter 2A / Section 11-2a-530
Georgia Code Title 11. Commercial Code § 11-2A-530
Status: in_force

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or otherwise resulting from the default.
O.C.G.A. § 11-3-301 — GA Code / Title 11 / Chapter 3 / Section 11-3-301
Georgia Code Title 11. Commercial Code § 11-3-301
Status: in_force

“Person entitled to enforce” an instrument means (i) the holder of the instrument; (ii) a nonholder in possession of the instrument who has the rights of a holder; or (iii) a person not in possession of the instrument who is entitled to enforce the instrument pursuant to Code Section 11-3-309 or subsection (d) of Code Section 11-3-418 . A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.
O.C.G.A. § 11-9-506 — GA Code / Title 11 / Chapter 9 / Section 11-9-506
Georgia Code Title 11. Commercial Code § 11-9-506
Status: in_force

(a) Minor errors and omissions. A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.

(a) Minor errors and omissions. A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.

(b) Financing statement seriously misleading. Except as otherwise provided in subsection (c) of this Code section, a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection (a) of Code Section 11-9-503 is seriously misleading.

(b) Financing statement seriously misleading. Except as otherwise provided in subsection (c) of this Code section, a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection (a) of Code Section 11-9-503 is seriously misleading.

(c) Financing statement not seriously misleading. If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection (a) of Code Section 11-9-503 , the name provided does not make the financing statement seriously misleading.

(c) Financing statement not seriously misleading. If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection (a) of Code Section 11-9-503 , the name provided does not make the financing statement seriously misleading.

(d) “Debtor's correct name.” For purposes of subsection (b) of Code Section 11-9-508 , the “debtor's correct name” as used in subsection (c) of this Code section means the correct name of the new debtor.

(d) “Debtor's correct name.” For purposes of subsection (b) of Code Section 11-9-508 , the “debtor's correct name” as used in subsection (c) of this Code section means the correct name of the new debtor.
O.C.G.A. § 11-3-415 — GA Code / Title 11 / Chapter 3 / Section 11-3-415
Georgia Code Title 11. Commercial Code § 11-3-415
Status: in_force

(a) Subject to subsections (b), (c), (d), and (e) of this Code section and to subsection (d) of Code Section 11-3-419 , if an instrument is dishonored, an indorser is obliged to pay the amount due on the instrument (i) according to the terms of the instrument at the time it was indorsed; or (ii) if the indorser indorsed an incomplete instrument, according to the instrument's terms when completed to the extent stated in Code Sections 11-3-115 and 11-3-407 . The obligation of the indorser is owed to a person entitled to enforce the instrument or to a subsequent indorser who paid the instrument under this Code section.

(a) Subject to subsections (b), (c), (d), and (e) of this Code section and to subsection (d) of Code Section 11-3-419 , if an instrument is dishonored, an indorser is obliged to pay the amount due on the instrument (i) according to the terms of the instrument at the time it was indorsed; or (ii) if the indorser indorsed an incomplete instrument, according to the instrument's terms when completed to the extent stated in Code Sections 11-3-115 and 11-3-407 . The obligation of the indorser is owed to a person entitled to enforce the instrument or to a subsequent indorser who paid the instrument under this Code section.

(b) If an indorsement states that it is made “without recourse” or otherwise disclaims liability of the indorser, the indorser is not liable under subsection (a) of this Code section to pay the instrument.

(b) If an indorsement states that it is made “without recourse” or otherwise disclaims liability of the indorser, the indorser is not liable under subsection (a) of this Code section to pay the instrument.

(c) If notice of dishonor of an instrument is required by Code Section 11-3-503 and notice of dishonor complying with that Code section is not given to an indorser, the liability of the indorser under subsection (a) of this Code section is discharged.

(c) If notice of dishonor of an instrument is required by Code Section 11-3-503 and notice of dishonor complying with that Code section is not given to an indorser, the liability of the indorser under subsection (a) of this Code section is discharged.

(d) If a draft is accepted by a bank after an indorsement is made, the liability of the indorser under subsection (a) of this Code section is discharged.

(d) If a draft is accepted by a bank after an indorsement is made, the liability of the indorser under subsection (a) of this Code section is discharged.

(e) If an indorser of a check is liable under subsection (a) of this Code section and the check is not presented for payment, or given to a depositary bank for collection within 30 days after the day the indorsement was made, the liability of the indorser under subsection (a) of this Code section is discharged.

(e) If an indorser of a check is liable under subsection (a) of this Code section and the check is not presented for payment, or given to a depositary bank for collection within 30 days after the day the indorsement was made, the liability of the indorser under subsection (a) of this Code section is discharged.
O.C.G.A. § 11-2-203 — GA Code / Title 11 / Chapter 2 / Section 11-2-203
Georgia Code Title 11. Commercial Code § 11-2-203
Status: in_force

The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
O.C.G.A. § 11-2a-526 — GA Code / Title 11 / Chapter 2A / Section 11-2a-526
Georgia Code Title 11. Commercial Code § 11-2A-526
Status: in_force

(1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.

(1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.

(2) In pursuing its remedies under subsection (1) of this Code section, the lessor may stop delivery until: (a) Receipt of the goods by the lessee; (b) Acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; or (c) Such an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.

(2) In pursuing its remedies under subsection (1) of this Code section, the lessor may stop delivery until:

(a) Receipt of the goods by the lessee;

(a) Receipt of the goods by the lessee;

(b) Acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; or

(b) Acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; or

(c) Such an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.

(c) Such an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.

(3)(a) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods. (b) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuing charges or damages. (c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

(3)(a) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(3)(a) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(b) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuing charges or damages.

(b) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuing charges or damages.

(c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

(c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
O.C.G.A. § 11-2-403 — GA Code / Title 11 / Chapter 2 / Section 11-2-403
Georgia Code Title 11. Commercial Code § 11-2-403
Status: in_force

(1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though: (a) The transferor was deceived as to the identity of the purchaser; or (b) The delivery was in exchange for a check which is later dishonored; or (c) It was agreed that the transaction was to be a “cash sale”; or (d) The delivery was procured through fraud punishable as larcenous under the criminal law.

(1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though:

(a) The transferor was deceived as to the identity of the purchaser; or

(a) The transferor was deceived as to the identity of the purchaser; or

(b) The delivery was in exchange for a check which is later dishonored; or

(b) The delivery was in exchange for a check which is later dishonored; or

(c) It was agreed that the transaction was to be a “cash sale”; or

(c) It was agreed that the transaction was to be a “cash sale”; or

(d) The delivery was procured through fraud punishable as larcenous under the criminal law.

(d) The delivery was procured through fraud punishable as larcenous under the criminal law.

(2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.

(2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.

(3) “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.

(3) “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.

(4) The rights of other purchasers of goods and of lien creditors are governed by the articles on secured transactions (Article 9 of this title), bulk transfers (Article 6 of this title), and documents of title (Article 7 of this title).

(4) The rights of other purchasers of goods and of lien creditors are governed by the articles on secured transactions (Article 9 of this title), bulk transfers (Article 6 of this title), and documents of title (Article 7 of this title).
O.C.G.A. § 11-4-401 — GA Code / Title 11 / Chapter 4 / Section 11-4-401
Georgia Code Title 11. Commercial Code § 11-4-401
Status: in_force

(a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.

(a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.

(b) A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.

(b) A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.

(c) A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in subsection (b) of Code Section 11-4-403 for stop-payment orders, and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in Code Section 11-4-303 . If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under Code Section 11-4-402 .

(c) A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in subsection (b) of Code Section 11-4-403 for stop-payment orders, and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in Code Section 11-4-303 . If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under Code Section 11-4-402 .

(d) A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to: (1) The original terms of the altered item; or (2) The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.

(d) A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to:

(1) The original terms of the altered item; or

(1) The original terms of the altered item; or

(2) The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.

(2) The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.
O.C.G.A. § 11-9-327 — GA Code / Title 11 / Chapter 9 / Section 11-9-327
Georgia Code Title 11. Commercial Code § 11-9-327
Status: in_force

The following rules govern priority among conflicting security interests in the same deposit account:

(1) A security interest held by a secured party having control of the deposit account under Code Section 11-9-104 has priority over a conflicting security interest held by a secured party that does not have control;

(1) A security interest held by a secured party having control of the deposit account under Code Section 11-9-104 has priority over a conflicting security interest held by a secured party that does not have control;

(2) Except as otherwise provided in paragraphs (3) and (4) of this Code section, security interests perfected by control under Code Section 11-9-314 rank according to priority in time of obtaining control;

(2) Except as otherwise provided in paragraphs (3) and (4) of this Code section, security interests perfected by control under Code Section 11-9-314 rank according to priority in time of obtaining control;

(3) Except as otherwise provided in paragraph (4) of this Code section, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party; and

(3) Except as otherwise provided in paragraph (4) of this Code section, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party; and

(4) A security interest perfected by control under paragraph (3) of subsection (a) of Code Section 11-9-104 has priority over a security interest held by the bank with which the deposit account is maintained.

(4) A security interest perfected by control under paragraph (3) of subsection (a) of Code Section 11-9-104 has priority over a security interest held by the bank with which the deposit account is maintained.
O.C.G.A. § 11-9-703 — GA Code / Title 11 / Chapter 9 / Section 11-9-703
Georgia Code Title 11. Commercial Code § 11-9-703
Status: in_force

(a) Continuing priority over lien creditor; perfection requirements satisfied. A security interest that is enforceable immediately before July 1, 2001, and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this article if, on July 1, 2001, the applicable requirements for enforceability and perfection under this article are satisfied without further action.

(a) Continuing priority over lien creditor; perfection requirements satisfied. A security interest that is enforceable immediately before July 1, 2001, and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this article if, on July 1, 2001, the applicable requirements for enforceability and perfection under this article are satisfied without further action.

(b) Continuing priority over lien creditor; perfection requirements not satisfied. Except as otherwise provided in Code Section 11-9-705 , if, immediately before July 1, 2001, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this article are not satisfied on July 1, 2001, the security interest: (1) Is a perfected security interest on and for one year after July 1, 2001; (2) Remains enforceable thereafter only if the security interest becomes enforceable under Code Section 11-9-203 before the year expires; and (3) Remains perfected thereafter only if the applicable requirements for perfection under this article are satisfied before the year expires.

(b) Continuing priority over lien creditor; perfection requirements not satisfied. Except as otherwise provided in Code Section 11-9-705 , if, immediately before July 1, 2001, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this article are not satisfied on July 1, 2001, the security interest:

(1) Is a perfected security interest on and for one year after July 1, 2001;

(1) Is a perfected security interest on and for one year after July 1, 2001;

(2) Remains enforceable thereafter only if the security interest becomes enforceable under Code Section 11-9-203 before the year expires; and

(2) Remains enforceable thereafter only if the security interest becomes enforceable under Code Section 11-9-203 before the year expires; and

(3) Remains perfected thereafter only if the applicable requirements for perfection under this article are satisfied before the year expires.

(3) Remains perfected thereafter only if the applicable requirements for perfection under this article are satisfied before the year expires.
O.C.G.A. § 11-8-502 — GA Code / Title 11 / Chapter 8 / Section 11-8-502
Georgia Code Title 11. Commercial Code § 11-8-502
Status: in_force

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Code Section 11-8-501 for value and without notice of the adverse claim.
O.C.G.A. § 11-2-505 — GA Code / Title 11 / Chapter 2 / Section 11-2-505
Georgia Code Title 11. Commercial Code § 11-2-505
Status: in_force

(1) Where the seller has identified goods to the contract by or before shipment: (a) His or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named. (b) A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of Code Section 11-2-507 ) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(1) Where the seller has identified goods to the contract by or before shipment:

(a) His or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.

(a) His or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.

(b) A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of Code Section 11-2-507 ) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(b) A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of Code Section 11-2-507 ) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within Code Section 11-2-504 but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's powers as a holder of a negotiable document of title.

(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within Code Section 11-2-504 but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's powers as a holder of a negotiable document of title.
O.C.G.A. § 11-2a-202 — GA Code / Title 11 / Chapter 2A / Section 11-2a-202
Georgia Code Title 11. Commercial Code § 11-2A-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 dealing or usage of trade or by course of performance; and

(a) By course of dealing or usage of trade or by course of performance; 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. § 11-9-702 — GA Code / Title 11 / Chapter 9 / Section 11-9-702
Georgia Code Title 11. Commercial Code § 11-9-702
Status: in_force

(a) Pre-effective date transactions or liens. Except as otherwise provided in this part, this article applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2001.

(a) Pre-effective date transactions or liens. Except as otherwise provided in this part, this article applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2001.

(b) Continuing validity. Except as otherwise provided in subsection (c) of this Code section and Code Sections 11-9-703 through 11-9-709 : (1) Transactions and liens that were not governed by former Article 9 of this title, were validly entered into or created before July 1, 2001, and would be subject to this article if they had been entered into or created on or after July 1, 2001, and the rights, duties, and interests flowing from those transactions and liens remain valid on or after July 1, 2001; and (2) The transactions and liens may be terminated, completed, consummated, and enforced as required or permitted by this article or by the law, as amended and in effect from time to time, that otherwise would apply before July 1, 2001.

(b) Continuing validity. Except as otherwise provided in subsection (c) of this Code section and Code Sections 11-9-703 through 11-9-709 :

(1) Transactions and liens that were not governed by former Article 9 of this title, were validly entered into or created before July 1, 2001, and would be subject to this article if they had been entered into or created on or after July 1, 2001, and the rights, duties, and interests flowing from those transactions and liens remain valid on or after July 1, 2001; and

(1) Transactions and liens that were not governed by former Article 9 of this title, were validly entered into or created before July 1, 2001, and would be subject to this article if they had been entered into or created on or after July 1, 2001, and the rights, duties, and interests flowing from those transactions and liens remain valid on or after July 1, 2001; and

(2) The transactions and liens may be terminated, completed, consummated, and enforced as required or permitted by this article or by the law, as amended and in effect from time to time, that otherwise would apply before July 1, 2001.

(2) The transactions and liens may be terminated, completed, consummated, and enforced as required or permitted by this article or by the law, as amended and in effect from time to time, that otherwise would apply before July 1, 2001.

(c) Pre-effective date proceedings. This article and amendments to other Code sections which amendments were enacted in conjunction with this article do not affect an action, case, or proceeding commenced before July 1, 2001.

(c) Pre-effective date proceedings. This article and amendments to other Code sections which amendments were enacted in conjunction with this article do not affect an action, case, or proceeding commenced before July 1, 2001.
O.C.G.A. § 11-8-109 — GA Code / Title 11 / Chapter 8 / Section 11-8-109
Georgia Code Title 11. Commercial Code § 11-8-109
Status: in_force

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (2) There is no adverse claim to the security entitlement.

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:

(1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(2) There is no adverse claim to the security entitlement.

(2) There is no adverse claim to the security entitlement.

(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in subsection (a) or (b) of Code Section 11-8-108 .

(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in subsection (a) or (b) of Code Section 11-8-108 .

(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in subsection (a) or (b) of Code Section 11-8-108 .

(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in subsection (a) or (b) of Code Section 11-8-108 .
O.C.G.A. § 11-2-322 — GA Code / Title 11 / Chapter 2 / Section 11-2-322
Georgia Code Title 11. Commercial Code § 11-2-322
Status: in_force

(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.

(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.

(2) Under such a term unless otherwise agreed: (a) The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and (b) The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.

(2) Under such a term unless otherwise agreed:

(a) The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and

(a) The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and

(b) The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.

(b) The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
O.C.G.A. § 11-2a-515 — GA Code / Title 11 / Chapter 2A / Section 11-2a-515
Georgia Code Title 11. Commercial Code § 11-2A-515
Status: in_force

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and (a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or (b) The lessee fails to make an effective rejection of the goods ( Code Section 11-2A-509(2) ).

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and

(a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or

(a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or

(b) The lessee fails to make an effective rejection of the goods ( Code Section 11-2A-509(2) ).

(b) The lessee fails to make an effective rejection of the goods ( Code Section 11-2A-509(2) ).

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
O.C.G.A. § 11-4a-108 — GA Code / Title 11 / Chapter 4A / Section 11-4a-108
Georgia Code Title 11. Commercial Code § 11-4A-108
Status: in_force

(a) Except as provided in subsection (b) of this Code section, this article does not apply to a funds transfer any part of which is governed by the federal Electronic Fund Transfer Act of 1978, 15 U.S.C. Section 1693, et seq.

(a) Except as provided in subsection (b) of this Code section, this article does not apply to a funds transfer any part of which is governed by the federal Electronic Fund Transfer Act of 1978, 15 U.S.C. Section 1693, et seq.

(b) This article shall apply to a funds transfer that is a remittance transfer as defined in the federal Electronic Fund Transfer Act, 15 U.S.C. Section 1693o-1(g) , unless the remittance transfer is an electronic fund transfer as defined in such act, 15 U.S.C. Section 1693(a) .

(b) This article shall apply to a funds transfer that is a remittance transfer as defined in the federal Electronic Fund Transfer Act, 15 U.S.C. Section 1693o-1(g) , unless the remittance transfer is an electronic fund transfer as defined in such act, 15 U.S.C. Section 1693(a) .

(c) In the event of any conflict or inconsistency between the provisions of this article and the provisions of the federal Electronic Fund Transfer Act of 1978, 15 U.S.C. Section 1693, et seq., such act shall govern and control.

(c) In the event of any conflict or inconsistency between the provisions of this article and the provisions of the federal Electronic Fund Transfer Act of 1978, 15 U.S.C. Section 1693, et seq., such act shall govern and control.
O.C.G.A. § 11-8-406 — GA Code / Title 11 / Chapter 8 / Section 11-8-406
Georgia Code Title 11. Commercial Code § 11-8-406
Status: in_force

If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under Code Section 11-8-404 or a claim to a new security certificate under Code Section 11-8-405 .
O.C.G.A. § 11-8-103 — GA Code / Title 11 / Chapter 8 / Section 11-8-103
Georgia Code Title 11. Commercial Code § 11-8-103
Status: in_force

(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.

(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.

(b) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

(b) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

(d) A writing that is a security certificate is governed by this article and not by Article 3 of this title, even though it also meets the requirements of that article. However, a negotiable instrument governed by Article 3 of this title is a financial asset if it is held in a securities account.

(d) A writing that is a security certificate is governed by this article and not by Article 3 of this title, even though it also meets the requirements of that article. However, a negotiable instrument governed by Article 3 of this title is a financial asset if it is held in a securities account.

(e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

(e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

(f) A commodity contract, as defined in subsection (a) of Code Section 11-9-102 , is not a security or a financial asset.

(f) A commodity contract, as defined in subsection (a) of Code Section 11-9-102 , is not a security or a financial asset.

(g) A document of title is not a financial asset unless subparagraph (a)(9)(iii) of Code Section 11-8-102 applies.

(g) A document of title is not a financial asset unless subparagraph (a)(9)(iii) of Code Section 11-8-102 applies.
O.C.G.A. § 11-2-313 — GA Code / Title 11 / Chapter 2 / Section 11-2-313
Georgia Code Title 11. Commercial Code § 11-2-313
Status: in_force

(1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. (b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. (c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

(1) Express warranties by the seller are created as follows:

(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.

(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.

(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

(c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

(c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

(2) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.

(2) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.
O.C.G.A. § 11-3-107 — GA Code / Title 11 / Chapter 3 / Section 11-3-107
Georgia Code Title 11. Commercial Code § 11-3-107
Status: in_force

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
O.C.G.A. § 11-2a-513 — GA Code / Title 11 / Chapter 2A / Section 11-2a-513
Georgia Code Title 11. Commercial Code § 11-2A-513
Status: in_force

(1) If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may then make a conforming delivery within the time provided in the lease contract.

(1) If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may then make a conforming delivery within the time provided in the lease contract.

(2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he seasonably notifies the lessee.

(2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he seasonably notifies the lessee.
O.C.G.A. § 11-1-107 — GA Code / Title 11 / Chapter 1 / Section 11-1-107
Georgia Code Title 11. Commercial Code § 11-1-107
Status: in_force

Section captions are parts of this title.
O.C.G.A. § 11-9-329 — GA Code / Title 11 / Chapter 9 / Section 11-9-329
Georgia Code Title 11. Commercial Code § 11-9-329
Status: in_force

The following rules govern priority among conflicting security interests in the same letter of credit right:

(1) A security interest held by a secured party having control of the letter of credit right under Code Section 11-9-107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control; and

(1) A security interest held by a secured party having control of the letter of credit right under Code Section 11-9-107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control; and

(2) Security interests perfected by control under Code Section 11-9-314 rank according to priority in time of obtaining control.

(2) Security interests perfected by control under Code Section 11-9-314 rank according to priority in time of obtaining control.
O.C.G.A. § 11-2a-532 — GA Code / Title 11 / Chapter 2A / Section 11-2a-532
Georgia Code Title 11. Commercial Code § 11-2A-532
Status: in_force

In addition to any other recovery permitted by this article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.
O.C.G.A. § 11-9-336 — GA Code / Title 11 / Chapter 9 / Section 11-9-336
Georgia Code Title 11. Commercial Code § 11-9-336
Status: in_force

(a) “Commingled goods.” As used in this Code section, the term “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.

(a) “Commingled goods.” As used in this Code section, the term “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.

(b) No security interest in commingled goods as such. A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.

(b) No security interest in commingled goods as such. A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.

(c) Attachment of security interest to product or mass. If collateral becomes commingled goods, a security interest attaches to the product or mass.

(c) Attachment of security interest to product or mass. If collateral becomes commingled goods, a security interest attaches to the product or mass.

(d) Perfection of security interest. If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (c) of this Code section is perfected.

(d) Perfection of security interest. If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (c) of this Code section is perfected.

(e) Priority of security interest. Except as otherwise provided in subsection (f) of this Code section, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (c) of this Code section.

(e) Priority of security interest. Except as otherwise provided in subsection (f) of this Code section, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (c) of this Code section.

(f) Conflicting security interests in product or mass. If more than one security interest attaches to the product or mass under subsection (c) of this Code section, the following rules determine priority: (1) A security interest that is perfected under subsection (d) of this Code section has priority over a security interest that is unperfected at the time the collateral becomes commingled goods; and (2) If more than one security interest is perfected under subsection (d) of this Code section, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.

(f) Conflicting security interests in product or mass. If more than one security interest attaches to the product or mass under subsection (c) of this Code section, the following rules determine priority:

(1) A security interest that is perfected under subsection (d) of this Code section has priority over a security interest that is unperfected at the time the collateral becomes commingled goods; and

(1) A security interest that is perfected under subsection (d) of this Code section has priority over a security interest that is unperfected at the time the collateral becomes commingled goods; and

(2) If more than one security interest is perfected under subsection (d) of this Code section, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.

(2) If more than one security interest is perfected under subsection (d) of this Code section, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.
O.C.G.A. § 11-1-206 — GA Code / Title 11 / Chapter 1 / Section 11-1-206
Georgia Code Title 11. Commercial Code § 11-1-206
Status: in_force

Whenever this title creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact presumed unless and until evidence is introduced that supports a finding of its nonexistence.
O.C.G.A. § 11-3-111 — GA Code / Title 11 / Chapter 3 / Section 11-3-111
Georgia Code Title 11. Commercial Code § 11-3-111
Status: in_force

Except as otherwise provided for items in Article 4 of this title, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
O.C.G.A. § 11-8-601 — GA Code / Title 11 / Chapter 8 / Section 11-8-601
Georgia Code Title 11. Commercial Code § 11-8-601
Status: in_force

This Act takes effect July 1, 1998.
O.C.G.A. § 11-9-322-1 — GA Code / Title 11 / Chapter 9 / Section 11-9-322-1
Georgia Code Title 11. Commercial Code § 11-9-322.1
Status: in_force

A perfected security interest in growing crops for new value given to enable the debtor to produce the crops during the production season and given not more than three months before the crops become growing crops by planting or otherwise takes priority over an earlier perfected security interest or agricultural lien to the extent that such earlier interest or lien secures obligations incurred more than six months before the crops become growing crops by planting or otherwise, even though the person giving new value had knowledge of the earlier security interest or agricultural lien.
O.C.G.A. § 11-9-301 — GA Code / Title 11 / Chapter 9 / Section 11-9-301
Georgia Code Title 11. Commercial Code § 11-9-301
Status: in_force

Except as otherwise provided in Code Sections 11-9-303 through 11-9-306 , the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:

(1) Except as otherwise provided in this Code section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral;

(1) Except as otherwise provided in this Code section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral;

(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral;

(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral;

(3) Except as otherwise provided in paragraph (4) of this Code section, while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs: (A) Perfection of a security interest in the goods by filing a fixture filing; (B) Perfection of a security interest in timber to be cut; (C) Perfection of a security interest in crops; and (D) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral; and

(3) Except as otherwise provided in paragraph (4) of this Code section, while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

(A) Perfection of a security interest in the goods by filing a fixture filing;

(A) Perfection of a security interest in the goods by filing a fixture filing;

(B) Perfection of a security interest in timber to be cut;

(B) Perfection of a security interest in timber to be cut;

(C) Perfection of a security interest in crops; and

(C) Perfection of a security interest in crops; and

(D) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral; and

(D) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral; and

(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.

(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.
O.C.G.A. § 11-2-605 — GA Code / Title 11 / Chapter 2 / Section 11-2-605
Georgia Code Title 11. Commercial Code § 11-2-605
Status: in_force

(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach: (a) Where the seller could have cured it if stated seasonably; or (b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach:

(a) Where the seller could have cured it if stated seasonably; or

(a) Where the seller could have cured it if stated seasonably; or

(b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

(b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.

(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
O.C.G.A. § 11-2a-216 — GA Code / Title 11 / Chapter 2A / Section 11-2a-216
Georgia Code Title 11. Commercial Code § 11-2A-216
Status: in_force

A warranty to or for the benefit of a lessee under this article, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. This Code section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this Code section may not be excluded, modified, or limited, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this Code section.
O.C.G.A. § 11-1-105 — GA Code / Title 11 / Chapter 1 / Section 11-1-105
Georgia Code Title 11. Commercial Code § 11-1-105
Status: in_force

If any provision or clause of this title or application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are declared to be severable.
O.C.G.A. § 11-5-107 — GA Code / Title 11 / Chapter 5 / Section 11-5-107
Georgia Code Title 11. Commercial Code § 11-5-107
Status: in_force

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request of and for the account of the issuer.

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request of and for the account of the issuer.

(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

(c) A person required to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the requirement to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.

(c) A person required to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the requirement to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.

(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c) of this Code section. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.

(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c) of this Code section. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
O.C.G.A. § 11-3-602 — GA Code / Title 11 / Chapter 3 / Section 11-3-602
Georgia Code Title 11. Commercial Code § 11-3-602
Status: in_force

(a) Subject to subsection (b) of this Code section, an instrument is paid to the extent payment is made (i) by or on behalf of a party obliged to pay the instrument; and (ii) to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under Code Section 11-3-306 by another person.

(a) Subject to subsection (b) of this Code section, an instrument is paid to the extent payment is made (i) by or on behalf of a party obliged to pay the instrument; and (ii) to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under Code Section 11-3-306 by another person.

(b) The obligation of a party to pay the instrument is not discharged under subsection (a) of this Code section if: (1) A claim to the instrument under Code Section 11-3-306 is enforceable against the party receiving payment, and either: (i) Payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or (ii) In the case of an instrument other than a cashier's check, teller's check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or (2) The person making payment knows that the instrument is a stolen instrument and pays a person the payor knows is in wrongful possession of the instrument.

(b) The obligation of a party to pay the instrument is not discharged under subsection (a) of this Code section if:

(1) A claim to the instrument under Code Section 11-3-306 is enforceable against the party receiving payment, and either: (i) Payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or (ii) In the case of an instrument other than a cashier's check, teller's check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(1) A claim to the instrument under Code Section 11-3-306 is enforceable against the party receiving payment, and either:

(i) Payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or

(i) Payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or

(ii) In the case of an instrument other than a cashier's check, teller's check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(ii) In the case of an instrument other than a cashier's check, teller's check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(2) The person making payment knows that the instrument is a stolen instrument and pays a person the payor knows is in wrongful possession of the instrument.

(2) The person making payment knows that the instrument is a stolen instrument and pays a person the payor knows is in wrongful possession of the instrument.

(c) Notwithstanding any other provision of this article, with respect to a note which is a negotiable instrument within the meaning of this article and which is to be paid off in installment payments or in more than one payment, the maker or drawer is authorized to pay the assignor until the assignee or its authorized agent sends a registered or certified letter to the maker or drawer at the maker's or drawer's last known address notifying the maker or drawer that the amount due or to become due has been assigned and that payment is to be made to the assignee. A notification that does not reasonably identify the rights assigned is ineffective. If requested by the drawer or maker, the assignee must furnish reasonable proof that the assignment has been made and, unless the assignee does so, the maker or drawer may pay the assignor.

(c) Notwithstanding any other provision of this article, with respect to a note which is a negotiable instrument within the meaning of this article and which is to be paid off in installment payments or in more than one payment, the maker or drawer is authorized to pay the assignor until the assignee or its authorized agent sends a registered or certified letter to the maker or drawer at the maker's or drawer's last known address notifying the maker or drawer that the amount due or to become due has been assigned and that payment is to be made to the assignee. A notification that does not reasonably identify the rights assigned is ineffective. If requested by the drawer or maker, the assignee must furnish reasonable proof that the assignment has been made and, unless the assignee does so, the maker or drawer may pay the assignor.
O.C.G.A. § 11-2-614 — GA Code / Title 11 / Chapter 2 / Section 11-2-614
Georgia Code Title 11. Commercial Code § 11-2-614
Status: in_force

(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.

(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.

(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer's obligation unless the regulation is discriminatory, oppressive, or predatory.

(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer's obligation unless the regulation is discriminatory, oppressive, or predatory.
O.C.G.A. § 11-4-206 — GA Code / Title 11 / Chapter 4 / Section 11-4-206
Georgia Code Title 11. Commercial Code § 11-4-206
Status: in_force

Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank.
O.C.G.A. § 11-2-318 — GA Code / Title 11 / Chapter 2 / Section 11-2-318
Georgia Code Title 11. Commercial Code § 11-2-318
Status: in_force

A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this Code section.
O.C.G.A. § 11-2-602 — GA Code / Title 11 / Chapter 2 / Section 11-2-602
Georgia Code Title 11. Commercial Code § 11-2-602
Status: in_force

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

(2) Subject to the provisions of Code Sections 11-2-603 and 11-2-604 on rejected goods: (a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and (b) If the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this article (subsection (3) of Code Section 11-2-711 ), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but (c) The buyer has no further obligations with regard to goods rightfully rejected.

(2) Subject to the provisions of Code Sections 11-2-603 and 11-2-604 on rejected goods:

(a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

(a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

(b) If the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this article (subsection (3) of Code Section 11-2-711 ), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but

(b) If the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this article (subsection (3) of Code Section 11-2-711 ), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but

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

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

(3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this article on seller's remedies in general ( Code Section 11-2-703 ).

(3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this article on seller's remedies in general ( Code Section 11-2-703 ).
O.C.G.A. § 11-8-305 — GA Code / Title 11 / Chapter 8 / Section 11-8-305
Georgia Code Title 11. Commercial Code § 11-8-305
Status: in_force

(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.

(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.

(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Code Section 11-8-108 and not an obligation that the security will be honored by the issuer.

(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Code Section 11-8-108 and not an obligation that the security will be honored by the issuer.