N.Y. UCC Law § 12-107 — New York Code / Act UCC / Article 12 / Section 12-107
Governing Law
Status: in_force

Section 12--107. Governing Law.\n  (a) Governing law: general rule. Except as provided in subsection (b),\nthe local law of a controllable electronic record's jurisdiction governs\na matter covered by this article.\n  (b) Governing law: Section 12--106. For a controllable electronic\nrecord that evidences a controllable account or controllable payment\nintangible, the local law of the controllable electronic record's\njurisdiction governs a matter covered by Section 12--106 unless an\neffective agreement determines that the local law of another\njurisdiction governs.\n  (c) Controllable electronic record's jurisdiction. The following rules\ndetermine a controllable electronic record's jurisdiction under this\nsection:\n  (1) If the controllable electronic record, or a record attached to or\nlogically associated with the controllable electronic record and readily\navailable for review, expressly provides that a particular jurisdiction\nis the controllable electronic record's jurisdiction for purposes of\nthis article, that jurisdiction is the controllable electronic record's\njurisdiction.\n  (2) If paragraph (1) does not apply and the rules of the system in\nwhich the controllable electronic record is recorded are readily\navailable for review and expressly provide that a particular\njurisdiction is the controllable electronic record's jurisdiction for\npurposes of this article, that jurisdiction is the controllable\nelectronic record's jurisdiction.\n  (3) If paragraphs (1) and (2) do not apply and the controllable\nelectronic record, or a record attached to or logically associated with\nthe controllable electronic record and readily available for review,\nexpressly provides that the controllable electronic record is governed\nby the law of a particular jurisdiction, that jurisdiction is the\ncontrollable electronic record's jurisdiction.\n  (4) If paragraphs (1), (2), and (3) do not apply and the rules of the\nsystem in which the controllable electronic record is recorded are\nreadily available for review and expressly provide that the controllable\nelectronic record or the system is governed by the law of a particular\njurisdiction, that jurisdiction is the controllable electronic record's\njurisdiction.\n  (5) If paragraphs (1) through (4) do not apply, the controllable\nelectronic record's jurisdiction is the District of Columbia.\n  (d) Applicability of Article 12. If subsection (c)(5) applies and\nArticle 12 is not in effect in the District of Columbia without material\nmodification, the governing law for a matter covered by this article is\nthe law of the District of Columbia as though Article 12 were in effect\nin the District of Columbia without material modification. In this\nsubsection, "Article 12" means Article 12 of Uniform Commercial Code\nAmendments (2022).\n  (e) Relation of matter or transaction to controllable electronic\nrecord's jurisdiction not necessary. To the extent subsections (a) and\n(b) provide that the local law of the controllable electronic record's\njurisdiction governs a matter covered by this article, that law governs\neven if the matter or a transaction to which the matter relates does not\nbear any relation to the controllable electronic record's jurisdiction.\n  (f) Rights of purchasers determined at time of purchase. The rights\nacquired under Section 12--104 by a purchaser or qualifying purchaser\nare governed by the law applicable under this section at the time of\npurchase.\n