13 Pa.C.S. § 9322 — PA Code / Title 13 / Chapter 93 / Section 9322
Priorities among conflicting security interests in and agricultural liens on same collateral.
Status: in_force

(a) General priority rules.--Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:

(1) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.

(2) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.

(3) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.

(b) Time of perfection: proceeds and supporting obligations.--For the purposes of subsection (a)(1):

(1) the time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds; and

(2) the time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.

(c) Special priority rules: proceeds and supporting obligations.--Except as otherwise provided in subsection (f), a security interest in collateral which qualifies for priority over a conflicting security interest under section 9327 (relating to priority of security interests in deposit account), 9328 (relating to priority of security interests in investment property), 9329 (relating to priority of security interests in letter-of-credit right), 9330 (relating to priority of purchaser of chattel paper or instrument) or 9331 (relating to priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments and securities under other divisions; priority of interests in financial assets and security entitlements and protection against assertion of claim under Divisions 8 and 12) also has priority over a conflicting security interest in all of the following:

(1) Any supporting obligation for the collateral.

(2) Proceeds of the collateral if:

(i) the security interest in proceeds is perfected;

(ii) the proceeds are cash proceeds or of the same type as the collateral; and

(iii) in the case of proceeds which are proceeds of proceeds, all intervening proceeds are:

(A) cash proceeds;

(B) proceeds of the same type as the collateral; or

(C) an account relating to the collateral.

(d) First-to-file priority rule for certain collateral.--Subject to subsection (e) and except as otherwise provided in subsection (f), if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security

interests in proceeds of the collateral rank according to priority in time of filing.

(e) Applicability of subsection (d).--Subsection (d) applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property or letter-of-credit rights.

(f) Limitations on subsections (a) through (e).--Subsections

(a) through (e) are subject to:

(1) subsection (g) and the other provisions of this chapter;

(2) section 4210 (relating to security interest of collecting bank in items, accompanying documents and proceeds);

(3) section 5118 (relating to security interest of issuer or nominated person); and

(4) section 9110 (relating to security interests arising under Division 2 or 2A).

(g) Priority under agricultural lien statute.--A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (c). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9322 is referred to in sections 9109, 9317, 9323, 9324, 9325, 9328, 9330, 9709 of this title.
13 Pa.C.S. § 4A304 — PA Code / Title 13 / Chapter 4 / Section 4A304
Duty of sender to report erroneously executed payment order.
Status: in_force

If the sender of a payment order that is erroneously executed as stated in section 4A303 (relating to erroneous execution of payment order) receives notification from the receiving bank that the order was executed or that the sender's account was debited with respect to the order, the sender has a duty to exercise ordinary care to determine, on the basis of information available to the sender, that the order was erroneously executed and to notify the bank of the relevant facts within a reasonable time, not exceeding 90 days, after the notification from the bank was received by the sender. If the sender fails to perform that duty, the bank is not obliged to pay interest on any amount refundable to the sender under section 4A402(d) (relating to obligation of sender to pay receiving bank) for the period before the bank learns of the execution error. The bank is not entitled to any recovery from the sender on account of a failure by the sender to perform the duty stated in this section. Cross References. Section 4A304 is referred to in section 4A402 of this title.
13 Pa.C.S. § 2A503 — PA Code / Title 13 / Chapter 2 / Section 2A503
Modification or impairment of rights and remedies.
Status: in_force

(a) Provisions in lease agreements.--Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable under this division.

(b) Specified remedy construed as optional.--Resort to a remedy provided under this division or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this division.

(c) Consequential damages.--Consequential damages may be liquidated under section 2A504 (relating to liquidation of damages), or may otherwise be limited, altered or excluded unless the limitation, alteration or exclusion is unconscionable. Limitation, alteration or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration or exclusion of damages where the loss is commercial is not prima facie unconscionable.

(d) Other rights and remedies unimpaired.--Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this division. Cross References. Section 2A503 is referred to in sections 2A518, 2A519, 2A527 of this title.
13 Pa.C.S. § 1206 — PA Code / Title 13 / Chapter 12 / Section 1206
Presumptions.
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 unless and until evidence is introduced that supports a finding of its nonexistence. Cross References. Section 1206 is referred to in section 2201 of this title.
13 Pa.C.S. § 23 — PA Code / Title 13 / Chapter 23 / Section 23
Relationship to other laws.
Status: in_force

A document of title issued or a bailment that arises before the effective date of this section and the rights, obligations and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this act as if the amendment or repeal had not occurred and may be terminated, completed, consummated or enforced under that statute or other rule. 2024, JULY 1, P.L.450, NO.41
13 Pa.C.S. § 4A305 — PA Code / Title 13 / Chapter 4 / Section 4A305
Liability for late or improper execution or failure to execute payment order.
Status: in_force

(a) Liability for improper execution resulting in delay in payment.--If a funds transfer is completed but execution of a payment order by the receiving bank in breach of section 4A302 (relating to obligations of receiving bank in execution of payment order) results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(b) Other liability resulting from improper execution.--If execution of a payment order by a receiving bank in breach of section 4A302 results in:

(1) noncompletion of the funds transfer;

(2) failure to use an intermediary bank designated by the originator; or

(3) issuance of a payment order that does not comply with the terms of the payment order of the originator; the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

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

(d) Failure to execute payment order.--If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses

and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express agreement of the receiving bank, evidenced by a record, but are not otherwise recoverable.

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

(d) is made and refused before an action is brought on the claim.

(f) Prohibition against modification of liability by agreement.--Except as stated in this section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (c) and (d). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 9607 — PA Code / Title 13 / Chapter 96 / Section 9607
Collection and enforcement by secured party.
Status: in_force

(a) Collection and enforcement generally.--If so agreed, and in any event after default, a secured party:

(1) may notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;

(2) may take any proceeds to which the secured party is entitled under section 9315 (relating to secured party's rights on disposition of collateral and in proceeds);

(3) may enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor and with respect to any property which secures the obligations of the account debtor or other person obligated on the collateral;

(4) if the secured party holds a security interest in a deposit account perfected by control under section 9104(a)(1) (relating to requirements for control), may apply the balance of the deposit account to the obligation secured by the deposit account; and

(5) if the secured party holds a security interest in a deposit account perfected by control under section 9104(a)(2) or (3), may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.

(b) Nonjudicial enforcement of mortgage.--If necessary to enable a secured party to exercise under subsection (a)(3) the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded:

(1) A copy of the security agreement which creates or provides for a security interest in the obligation secured by the mortgage.

(2) The secured party's sworn affidavit in recordable form stating that:

(i) a default has occurred with respect to the obligation secured by the mortgage; and

(ii) the secured party is entitled to enforce the mortgage nonjudicially.

(c) Commercially reasonable collection and enforcement.--A secured party shall proceed in a commercially reasonable manner if the secured party:

(1) undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and

(2) is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.

(d) Expenses of collection and enforcement.--A secured party may deduct from the collections made pursuant to subsection (c) reasonable expenses of collection and enforcement, including reasonable attorney fees and legal expenses incurred by the secured party.

(e) Duties to secured party not affected.--This section does not determine whether an account debtor, bank or other person obligated on collateral owes a duty to a secured party. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (b)(2)(i). Cross References. Section 9607 is referred to in sections 9601, 9602, 9608, 9623 of this title.
13 Pa.C.S. § 2322 — PA Code / Title 13 / Chapter 23 / Section 2322
Delivery "ex-ship."
Status: in_force

(a) Definition.--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.

(b) Effect.--Under such a term unless otherwise agreed:

(1) 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

(2) the risk of loss does not pass to the buyer until the goods leave the tackle of the ship or are otherwise properly unloaded.
13 Pa.C.S. § 12104 — PA Code / Title 13 / Chapter 121 / Section 12104
Rights in controllable account, controllable electronic record and controllable payment intangible.
Status: in_force

(a) Applicability of section to controllable account and controllable payment intangible.--This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (e), (g) and (h) of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.

(b) Control of controllable account and controllable payment intangible.--To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if the purchaser obtains control of the controllable electronic record that evidences the account or payment intangible.

(c) Applicability of other law to acquisition of rights.--Except as provided in this section, law other than this division determines whether a person acquires a right in a controllable electronic record and the right the person acquires.

(d) Shelter principle and purchase of limited interest.--A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.

(e) Rights of qualifying purchaser.--A qualifying purchaser acquires its rights in the controllable electronic record free

of a claim of a property right in the controllable electronic record.

(f) Limitation of rights of qualifying purchaser in other property.--Except as provided in subsections (a) and (e) for a controllable account and a controllable payment intangible or law other than this division, a qualifying purchaser takes a right to payment, right to performance or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance or other interest in property.

(g) No-action protection for qualifying purchaser.--An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien or other theory.

(h) Filing not notice.--Filing of a financing statement under Division 9 (relating to secured transactions) is not notice of a claim of a property right in a controllable electronic record. Cross References. Section 12104 is referred to in section 12107 of this title.
13 Pa.C.S. § 8405 — PA Code / Title 13 / Chapter 84 / Section 8405
Replacement of lost, destroyed or wrongfully taken security certificate.
Status: in_force

(a) When owner entitled to new security.--If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner:

(1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser;

(2) files with the issuer a sufficient indemnity bond; and

(3) satisfies other reasonable requirements imposed by the issuer.

(b) Rights and duties of issuer when original certificate presented for registration.--If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by section 8210 (relating to overissue). In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser. Cross References. Section 8405 is referred to in section 8406 of this title.
13 Pa.C.S. § 2A207 — PA Code / Title 13 / Chapter 2 / Section 2A207
Course of performance or practical construction (Deleted by amendment).
Status: in_force

2008 Amendment. Section 2A207 was deleted by amendment April 16, 2008, P.L.57, No.13, effective in 60 days.
13 Pa.C.S. § 7309 — PA Code / Title 13 / Chapter 73 / Section 7309
Duty of care; contractual limitation of carrier's liability.
Status: in_force

(a) Standard.--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 shall not affect any statute, regulation or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(b) Limitation of damages.--

(1) Except as set forth in paragraph (2), 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.

(2) A limitation under paragraph (1) is not effective with respect to the carrier's liability for conversion to its own use.

(c) Included provisions.--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.
13 Pa.C.S. § 2A206 — PA Code / Title 13 / Chapter 2 / Section 2A206
Offer and acceptance in formation of lease contract.
Status: in_force

(a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease

contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.

(b) Beginning requested performance without notice.--If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
13 Pa.C.S. § 2A211 — PA Code / Title 13 / Chapter 2 / Section 2A211
Warranties against interference and against infringement; lessee's obligation against infringement.
Status: in_force

(a) General rule.--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.

(b) Warranty of merchant regularly dealing in goods.--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.

(c) Obligation of lessee against infringement.--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. Cross References. Section 2A211 is referred to in sections 2A214, 2A516 of this title.
13 Pa.C.S. § 9805 — PA Code / Title 13 / Chapter 98 / Section 9805
Effectiveness of action taken before effective date.
Status: in_force

(a) Pre-effective-date filing effective.--The filing of a financing statement before the 2013 Revision takes effect is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under this division as amended by the 2013 Revision.

(b) When pre-effective-date filing becomes ineffective.--The 2013 Revision does not render ineffective an effective financing statement that, before the 2013 Revision takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in this division as it existed before amendment by the 2013 Revision. However, except as otherwise provided in subsections

(c) and (d) and section 9806 (relating to when initial financing statement suffices to continue effectiveness of financing statement), the financing statement ceases to be effective:

(1) if the financing statement is filed in this Commonwealth, at the time the financing statement would have ceased to be effective had the 2013 Revision not taken effect; or

(2) if the financing statement is filed in another jurisdiction, at the earlier of:

(i) the time the financing statement would have ceased to be effective under the law of that jurisdiction; or

(ii) June 30, 2018.

(c) Continuation statement.--The filing of a continuation statement after the 2013 Revision takes effect does not continue the effectiveness of a financing statement filed before the 2013 Revision takes effect. However, upon the timely filing of a continuation statement after the 2013 Revision takes effect and in accordance with the law of the jurisdiction governing perfection as provided in this division as amended by the 2013 Revision, the effectiveness of a financing statement filed in the same office in that jurisdiction before the 2013 Revision takes effect continues for the period provided by the law of that jurisdiction.

(d) Application of subsection (b)(2)(ii) to transmitting utility financing statement.--Subsection (b)(2)(ii) applies to a financing statement that, before the 2013 Revision takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in this division as it existed before amendment by the 2013 Revision, only to the extent that this division as amended by the 2013 Revision provides that the law of a jurisdiction other than the jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.

(e) Application of Chapter 95.--A financing statement that includes a financing statement filed before the 2013 Revision takes effect and a continuation statement filed after the 2013 Revision takes effect is effective only to the extent that it satisfies the requirements of Chapter 95 (relating to filing) as amended by the 2013 Revision for an initial financing statement. A financing statement that indicates that the debtor is a decedent's estate indicates that the collateral is being administered by a personal representative within the meaning of section 9503(a)(2) (relating to name of debtor and secured party) as amended by the 2013 Revision. A financing statement that indicates that the debtor is a trust or is a trustee acting with respect to property held in trust indicates that the collateral is held in a trust within the meaning of section 9503(a)(3) as amended by the 2013 Revision. Cross References. Section 9805 is referred to in sections 9803, 9807 of this title.
13 Pa.C.S. § 9401 — PA Code / Title 13 / Chapter 94 / Section 9401
Alienability of debtor's rights.
Status: in_force

(a) Other law governs alienability; exceptions.--Except as otherwise provided in subsections (b) and (c), whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this division.

(b) Agreement does not prevent transfer.--An agreement between the debtor and secured party which prohibits a transfer of the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

(c) Exceptions.--Subsection (a) is also subject to the following:

(1) section 9406 (relating to discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective);

(2) section 9407 (relating to restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest);

(3) section 9408 (relating to restrictions on assignment of promissory notes, health-care-insurance receivables and certain general intangibles ineffective); and

(4) section 9409 (relating to restrictions on assignment of letter-of-credit rights ineffective).
13 Pa.C.S. § 2103 — PA Code / Title 13 / Chapter 21 / Section 2103
Definitions and index of definitions.
Status: in_force

(a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in this subsection:

"Buyer." A person who buys or contracts to buy goods.

"Good faith." (Deleted by amendment).

"Receipt." Receipt of goods means taking physical possession of them.

"Seller." A person who sells or contracts to sell goods.

(b) Index of other definitions in division.--Other definitions applying to this division or to specified chapters thereof, and the sections in which they appear are:

"Acceptance." Section 2606.

"Banker's credit." Section 2325.

"Between merchants." Section 2104.

"Cancellation." Section 2106(d).

"Commercial unit." Section 2105.

"Confirmed credit." Section 2325.

"Conforming to contract." Section 2106.

"Contract for sale." Section 2106.

"Cover." Section 2712.

"Entrusting." Section 2403.

"Financing agency." Section 2104.

"Future goods." Section 2105.

"Goods." Section 2105.

"Identification." Section 2501.

"Installment contract." Section 2612.

"Letter of credit." Section 2325.

"Lot." Section 2105.

"Merchant." Section 2104.

"Overseas." Section 2323.

"Person in position of seller." Section 2707.

"Present sale." Section 2106.

"Sale." Section 2106.

"Sale on approval." Section 2326.

"Sale or return." Section 2326.

"Termination." Section 2106.

(c) Index of definitions in other divisions.--The following definitions in other divisions apply to this division:

"Check." Section 3104.

"Consignee." Section 7102.

"Consignor." Section 7102.

"Consumer goods." Section 9102.

"Control." Section 7106.

"Dishonor." Section 3502.

"Draft." Section 3104.

(d) Applicability of general definitions and principles.--In addition, Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division. (July 9, 1992, P.L.507, No.97, eff. one year; June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 deleted the def. of "good faith" in subsec. (a) and added the def. of "control" in subsec. (c). 2001 Amendment. Act 18 amended subsec. (c). Cross References. Section 2103 is referred to in sections 2A103, 7102 of this title.
13 Pa.C.S. § 2105 — PA Code / Title 13 / Chapter 21 / Section 2105
Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit."
Status: in_force

(a) "Goods".--"Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Division 8) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in section 2107 (relating to goods to be severed from realty; recording).

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

(c) Sale of part interest in goods.--There may be a sale of a part interest in existing identified goods.

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

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

(f) "Commercial unit".--"Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole. Cross References. Section 2105 is referred to in section 2103 of this title.
13 Pa.C.S. § 4210 — PA Code / Title 13 / Chapter 42 / Section 4210
Security interest of collecting bank in items, accompanying documents and proceeds.
Status: in_force

(a) General rule.--A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:

(1) in case of an item deposited in an account, to the extent to which credit given for the item has been withdrawn or applied;

(2) in case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; or

(3) if it makes an advance on or against the item.

(b) Partial withdrawal of credit given for several items.--If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part, the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.

(c) Satisfaction and continuation of security interest.--Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to Division 9 (relating to secured transactions), but:

(1) no security agreement is necessary to make the security interest enforceable (section 9203(b)(3)(i) (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites));

(2) no filing is required to perfect the security interest; and

(3) the security interest has priority over conflicting perfected security interests in the item, accompanying documents or proceeds. (Nov. 26, 1982, P.L.696, No.201, eff. 180 days; July 9, 1992, P.L.507, No.97, eff. one year; June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (c) intro. par. 2001 Amendment. Act 18 amended subsec. (c). 1992 Amendment. Act 97 amended and renumbered section 4208 to section 4210 and renumbered section 4210 to section 4212. Cross References. Section 4210 is referred to in sections 9102, 9109, 9203, 9309, 9322 of this title.
13 Pa.C.S. § 2A202 — PA Code / Title 13 / Chapter 2 / Section 2A202
Final expression: parol or extrinsic evidence.
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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:

(1) by course of dealing or usage of trade or by course of performance; and

(2) by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the section heading, intro. par. and par. (2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 2A202 is referred to in section 2A214 of this title.
13 Pa.C.S. § 2307 — PA Code / Title 13 / Chapter 23 / Section 2307
Delivery in single lot or several lots.
Status: in_force

Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
13 Pa.C.S. § 2326 — PA Code / Title 13 / Chapter 23 / Section 2326
Sale on approval and sale or return; rights of creditors.
Status: in_force

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

(1) a "sale on approval" if the goods are delivered primarily for use; and

(2) a "sale or return" if the goods are delivered primarily for resale.

(b) Rights of creditors of buyer generally.--Goods held on approval are not subject to the claims of the creditors of the buyer until acceptance; goods held on sale or return are subject to such claims while in the possession of the buyer.

(c) Treatment of "or return" term.--Any "or return" term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this division (section 2201) and as contradicting the sale aspect of the contract within the provisions of this division on parol or extrinsic evidence (section 2202). (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended the section heading and subsec. (b), deleted subsec. (c) and relettered subsec. (d) to subsec. (c). Cross References. Section 2326 is referred to in sections 2103, 2A103 of this title.
13 Pa.C.S. § 8107 — PA Code / Title 13 / Chapter 81 / Section 8107
Whether indorsement, instruction or entitlement order is effective.
Status: in_force

(a) Definition of "appropriate person".--"Appropriate person" means:

(1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;

(2) with respect to an instruction, the registered owner of an uncertificated security;

(3) with respect to an entitlement order, the entitlement holder;

(4) if the person designated in paragraph (1), (2) or

(3) is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or

(5) if the person designated in paragraph (1), (2) or

(3) lacks capacity, the designated person's guardian, conservator or other similar representative who has power under other law to transfer the security or financial asset.

(b) Effectiveness of indorsement, instruction or entitlement order.--An indorsement, instruction or entitlement order is effective if:

(1) it is made by the appropriate person;

(2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under section 8106(c)(2) or (d)(2) (relating to control); or

(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.

(c) Effectiveness of indorsement, instruction or entitlement order made by representative.--An indorsement, instruction or entitlement order made by a representative is effective even if:

(1) the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or

(2) the representative's action in making the indorsement, instruction or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.

(d) Representative no longer serving as such.--If a security is registered in the name of or specially indorsed to a person described as a representative or if a securities account is maintained in the name of a person described as a

representative, an indorsement, instruction or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.

(e) Effectiveness determined as of date of indorsement, instruction or entitlement order.--Effectiveness of an indorsement, instruction or entitlement order is determined as of the date the indorsement, instruction or entitlement order is made, and an indorsement, instruction or entitlement order does not become ineffective by reason of any later change of circumstances. Cross References. Section 8107 is referred to in sections 8102, 8402 of this title.
13 Pa.C.S. § 2A403 — PA Code / Title 13 / Chapter 2 / Section 2A403
Retraction of anticipatory repudiation.
Status: in_force

(a) When allowable.--Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.

(b) Method.--Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party

intends to perform under the lease contract and includes any assurance demanded under section 2A401 (relating to insecurity: adequate assurance of performance).

(c) Effect on contract rights.--Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
13 Pa.C.S. § 7506 — PA Code / Title 13 / Chapter 75 / Section 7506
Delivery without indorsement; right to compel indorsement.
Status: in_force

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
13 Pa.C.S. § 9508 — PA Code / Title 13 / Chapter 95 / Section 9508
Effectiveness of financing statement if new debtor becomes bound by security agreement.
Status: in_force

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

(b) Financing statement becoming seriously misleading.--If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement which is effective under subsection (a) to be seriously misleading under section 9506 (relating to effect of errors or omissions):

(1) the financing statement is effective to perfect a security interest in collateral acquired by the new debtor before and within four months after the new debtor becomes bound under section 9203(d) (relating to when person becomes bound by another person's security agreement); and

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under section 9203(d) unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(c) When section not applicable.--This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under section 9507(a) (relating to disposition). Cross References. Section 9508 is referred to in sections 9326, 9506, 9507 of this title.
13 Pa.C.S. § 8204 — PA Code / Title 13 / Chapter 82 / Section 8204
Effect of issuer's restriction on transfer.
Status: in_force

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:

(1) the security is certificated and the restriction is noted conspicuously on the security certificate; or

(2) the security is uncertificated and the registered owner has been notified of the restriction. Cross References. Section 8204 is referred to in section 8401 of this title.
13 Pa.C.S. § 2703 — PA Code / Title 13 / Chapter 27 / Section 2703
Remedies of seller in general.
Status: in_force

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or on the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (section 2612), then also with respect to the whole undelivered balance, the aggrieved seller may:

(1) Withhold delivery of such goods.

(2) Stop delivery by any bailee as provided in section 2705 (relating to stoppage by seller of delivery in transit or otherwise).

(3) Proceed under section 2704 (relating to right of seller to identify goods to contract notwithstanding breach or to salvage unfinished goods).

(4) Resell and recover damages as hereafter provided (section 2706 (relating to resale by seller including contract for resale)).

(5) Recover damages for nonacceptance (section 2708) or in a proper case the price (section 2709).

(6) Cancel. Cross References. Section 2703 is referred to in sections 2602, 2610, 2704, 2706 of this title.
13 Pa.C.S. § 2321 — PA Code / Title 13 / Chapter 23 / Section 2321
C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival.
Status: in_force

Under a contract containing a term C.I.F. or C. & F.:

(1) Where the price is based on or is to be adjusted according to "net landed weights," "delivered weights," "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.

(2) An agreement described in paragraph (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.

(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived. Cross References. Section 2321 is referred to in section 2513 of this title.
13 Pa.C.S. § 1303 — PA Code / Title 13 / Chapter 13 / Section 1303
Course of performance, course of dealing and usage of trade.
Status: in_force

(a) Course of performance.--A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if:

(1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

(2) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

(b) Course of dealing.--A "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(c) Usage of trade.--A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as fact. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.

(d) Evidentiary effect.--A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

(e) Construction in general.--Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:

(1) express terms prevail over course of performance, course of dealing and usage of trade;

(2) course of performance prevails over course of dealing and usage of trade; and

(3) course of dealing prevails over usage of trade.

(f) Waiver or modification.--Subject to section 2209 (relating to modification, rescission and waiver), a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(g) Evidence.--Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party. Cross References. Section 1303 is referred to in sections 1201, 2202 of this title.
13 Pa.C.S. § 9503 — PA Code / Title 13 / Chapter 95 / Section 9503
Name of debtor and secured party.
Status: in_force

(a) Sufficiency of debtor's name.--A financing statement sufficiently provides the name of the debtor:

(1) Except as otherwise provided in paragraph (3), if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization's name on the public organic record most recently filed with or issued or enacted by the registered organization's jurisdiction of organization which purports to state, amend or restate the registered organization's name.

(2) Subject to subsection (f), if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative.

(3) If the collateral is held in a trust that is not a registered organization, only if the financing statement:

(i) provides, as the name of the debtor:

(A) if the organic record of the trust specifies a name for the trust, the name specified; or

(B) if the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and

(ii) in a separate part of the financing statement:

(A) if the name is provided under subparagraph

(i)(A), indicates that the collateral is held in a trust; or

(B) if the name is provided under subparagraph

(i)(B), provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates.

(4) Subject to subsection (g), if the debtor is an individual to whom the Department of Transportation has issued a driver's license which has not expired under 75 Pa.C.S. § 1510(a) (relating to issuance and content of driver's license) or an identification card under 75 Pa.C.S. § 1510(b), only if the financing statement provides the name of the individual which is indicated on:

(i) except as set forth in subparagraph (ii), the driver's license; or

(ii) if there is no driver's license, the identification card.

(5) If the debtor is an individual to whom paragraph

(4) does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor.

(6) In other cases:

(i) if the debtor has a name, only if the financing statement provides the organizational name of the debtor; and

(ii) if the debtor does not have a name, only if the financing statement provides the names of the partners, members, associates or other persons comprising

the debtor, in a manner that each name provided would be sufficient if the person named were the debtor.

(b) Additional debtor-related information.--A financing statement which provides the name of the debtor in accordance with subsection (a) is not rendered ineffective by the absence of:

(1) a trade name or other name of the debtor; or

(2) unless required under subsection (a)(6)(ii), names of partners, members, associates or other persons comprising the debtor.

(c) Debtor's trade name insufficient.--A financing statement which provides only the debtor's trade name does not sufficiently provide the name of the debtor.

(d) Representative capacity.--Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.

(e) Multiple debtors and secured parties.--A financing statement may provide the name of more than one debtor and the name of more than one secured party.

(f) Name of decedent.--The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the name of the decedent under subsection (a)(2).

(g) Multiple driver's licenses.--If the department has issued to an individual more than one driver's license or identification card of a kind described in subsection (a)(4), the one that was issued most recently is the one to which subsection (a)(4) refers.

(h) Definition.--As used in this section, the term "name of the settlor or testator" means:

(1) if the settlor is a registered organization, the name that is stated to be the settlor's name on the public organic record most recently filed with or issued or enacted by the settlor's jurisdiction of organization which purports to state, amend or restate the settlor's name; or

(2) in other cases, the name of the settlor or testator indicated in the trust's organic record. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsecs. (a) and (b)(2) and added subsecs. (f), (g) and (h). Section 12 of Act 30 provided that, in order to implement the amendment of section 9503, the Department of State and the Department of Transportation shall coordinate development and maintenance of electronic systems for entering and searching data. Cross References. Section 9503 is referred to in sections 9502, 9506, 9507, 9805 of this title.
13 Pa.C.S. § 9619 — PA Code / Title 13 / Chapter 96 / Section 9619
Transfer of record or legal title.
Status: in_force

(a) Transfer statement.--As used in this section, the term "transfer statement" means a record signed by a secured party stating:

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

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

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

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

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

(1) accept the transfer statement;

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

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

(c) Transfer not a disposition; no relief of secured party's duties.--A transfer of the record or legal title to collateral to a secured party under subsection (b) or otherwise is not of itself a disposition of collateral under this division and does not of itself relieve the secured party of its duties under this division. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 7103 — PA Code / Title 13 / Chapter 71 / Section 7103
Relation of division to treaty or statute.
Status: in_force

(a) Hierarchy.--This division is subject to any treaty or statute of the United States or a regulatory statute of this

Commonwealth to the extent the treaty, statute or regulatory statute is applicable.

(b) No repeal or modification.--This division does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's businesses in respects not specifically treated in this division. However, violation of these laws does not affect the status of a document of title that otherwise is within the definition of a document of title.

(c) Electronic Signatures in Global and National Commerce Act.--This title modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7001 et seq.) but does not modify, limit or supersede section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. § 7003(b)).

(d) Conflict.--To the extent there is a conflict between
13 Pa.C.S. § 9408 — PA Code / Title 13 / Chapter 94 / Section 9408
Restrictions on assignment of promissory notes, health-care-insurance receivables and certain general intangibles ineffective.
Status: in_force

(a) Term restricting assignment generally ineffective.--Except as otherwise provided in subsections (b) and (e), a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license or franchise, and which term prohibits, restricts or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment or perfection of a security interest in, the promissory note, health-care-insurance receivable or general intangible, is ineffective to the extent that the term:

(1) would impair the creation, attachment or perfection of a security interest; or

(2) provides that the assignment or transfer or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

(b) Applicability of subsection (a) to sales of certain rights to payment.--Subsection (a) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under section 9610 (relating to disposition of collateral after default) or an acceptance of collateral under section 9620 (relating to acceptance of collateral in full or partial

satisfaction of obligation; compulsory disposition of collateral).

(c) Legal restrictions on assignment generally ineffective.--Except as otherwise provided in subsection (e), a rule of law, statute or regulation which prohibits, restricts or requires the consent of a government, governmental body or official, person obligated on a promissory note or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable or general intangible, including a contract, permit, license or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute or regulation:

(1) would impair the creation, attachment or perfection of a security interest; or

(2) provides that the assignment or transfer or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

(d) Limitation on ineffectiveness under subsections (a) and

(c).--To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute or regulation described in subsection

(c) would be effective under law other than this division but is ineffective under subsection (a) or (c), the creation, attachment or perfection of a security interest in the promissory note, health-care-insurance receivable or general intangible:

(1) is not enforceable against the person obligated on the promissory note or the account debtor;

(2) does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;

(3) does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party or accept payment or performance from the secured party;

(4) does not entitle the secured party to use or assign the debtor's rights under the promissory note, health-care-insurance receivable or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable or general intangible;

(5) does not entitle the secured party to use, assign, possess or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and

(6) does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable or general intangible.

(e) Section prevails over inconsistent law.--

(1) Except as set forth in paragraphs (2), (3) and (4), this section prevails over any inconsistent provision of any existing or future statute or regulation of the Commonwealth unless the provision is contained in a statute of the Commonwealth, refers expressly to this section and states that the provision prevails over this section.

(2) Subsection (c) does not apply to the provisions, claims and rights listed in section 9406(j)(3) (relating to

discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective).

(3) Subsections (a) and (c) do not apply to the claims and rights described in section 9406(j)(4).

(4) The limitations on restrictions of assignments contained in this section are inapplicable to transfers of structured settlement payment rights pursuant to the act of February 11, 2000 (P.L.1, No.1), known as the Structured Settlement Protection Act.

(f) (Reserved).

(g) "Promissory note".--In this section, "promissory note" includes a negotiable instrument that evidences chattel paper. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added subsecs. (f) and (g). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Amendment . Act 30 amended subsec. (b).
13 Pa.C.S. § 9515 — PA Code / Title 13 / Chapter 95 / Section 9515
Duration and effectiveness of financing statement; effect of lapsed financing statement.
Status: in_force

(a) Five-year effectiveness.--Except as otherwise provided in subsections (b), (e), (f) and (g), a filed financing statement is effective for a period of five years after the date of filing.

(b) Public-finance or manufactured-home transaction.--Except as otherwise provided in subsections (e), (f) and (g), an initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of 30 years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction.

(c) Lapse and continuation of financing statement.--The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection

(d). Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien which was perfected by the financing statement becomes unperfected unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.

(d) When continuation statement may be filed.--A continuation statement may be filed only within six months before the expiration of the five-year period specified in subsection (a) or the 30-year period specified in subsection

(b), whichever is applicable.

(e) Effect of filing continuation statement.--Except as otherwise provided in section 9510 (relating to effectiveness of filed record), upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of five years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the five-year period, the financing statement lapses in the same manner as provided in subsection (c) unless, before the lapse, another continuation statement is filed pursuant to subsection (d). Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.

(f) Transmitting utility financing statement.--If a debtor is a transmitting utility and a filed initial financing

statement so indicates, the financing statement is effective until a termination statement is filed.

(g) Record of mortgage as financing statement.--A record of a mortgage which is effective as a financing statement filed as a fixture filing under section 9502(c) (relating to record of mortgage as financing statement) remains effective as a financing statement filed as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (f). Cross References. Section 9515 is referred to in sections 9315, 9510, 9512, 9516, 9519, 9522, 9523, 9706, 9806 of this title.
13 Pa.C.S. § 7205 — PA Code / Title 13 / Chapter 72 / Section 7205
Title under warehouse receipt defeated in certain cases.
Status: in_force

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated. Cross References. Section 7205 is referred to in section 7502 of this title.
13 Pa.C.S. § 8402 — PA Code / Title 13 / Chapter 84 / Section 8402
Assurance that indorsement or instruction is effective.
Status: in_force

(a) Assurances that issuer may require.--An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:

(1) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction, including, in the case of an instruction, reasonable assurance of identity;

(2) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

(3) if the indorsement is made or the instruction is originated by a fiduciary pursuant to section 8107(a)(4) or

(5) (relating to whether indorsement, instruction or entitlement order is effective), appropriate evidence of appointment or incumbency;

(4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

(5) if the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

(b) Additional assurances that issuer may require.--An issuer may elect to require reasonable assurance beyond that specified in this section.

(c) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection:

"Appropriate evidence of appointment or incumbency."

(1) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer.

(2) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.

"Guaranty of the signature." A guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable. Cross References. Section 8402 is referred to in section 8401 of this title.
13 Pa.C.S. § 9806 — PA Code / Title 13 / Chapter 98 / Section 9806
When initial financing statement suffices to continue effectiveness of financing statement.
Status: in_force

(a) Initial financing statement in lieu of continuation statement.--The filing of an initial financing statement in the office specified in section 9501 (relating to filing office) continues the effectiveness of a financing statement filed before the 2013 Revision takes effect if:

(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this division as amended by the 2013 Revision;

(2) the pre-effective-date financing statement was filed in an office in another state; and

(3) the initial financing statement satisfies subsection

(c).

(b) Period of continued effectiveness.--The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective-date financing statement:

(1) if the initial financing statement is filed before the 2013 Revision takes effect, for the period provided in section 9515(a), (b), (c), (d), (e) and (g) (relating to duration and effectiveness of financing statement; effect of lapsed financing statement) with respect to an initial financing statement; and

(2) if the initial financing statement is filed after the 2013 Revision takes effect, for the period provided in section 9515(f) as amended by the 2013 Revision with respect to an initial financing statement.

(c) Requirements for initial financing statement under subsection (a).--To be effective for purposes of subsection

(a), an initial financing statement must:

(1) satisfy the requirements of Chapter 95 (relating to filing) as amended by the 2013 Revision for an initial financing statement;

(2) identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and

(3) indicate that the pre-effective-date financing statement remains effective. Cross References. Section 9806 is referred to in sections 9805, 9807 of this title.
13 Pa.C.S. § 2713 — PA Code / Title 13 / Chapter 27 / Section 2713
Damages of buyer for nondelivery or repudiation.
Status: in_force

(a) Damages recoverable.--Subject to the provisions of this division with respect to proof of market price (section 2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price, together with any incidental and consequential damages provided in this division (section 2715), but less expenses saved in consequence of the breach by the seller.

(b) Determination of market price.--Market price is to be determined as of the place for tender, or in cases of rejection after arrival or revocation of acceptance, as of the place of arrival. Cross References. Section 2713 is referred to in sections 2711, 2723 of this title.
13 Pa.C.S. § 1204 — PA Code / Title 13 / Chapter 12 / Section 1204
Value.
Status: in_force

Except as otherwise provided in Divisions 3 (relating to negotiable instruments), 4 (relating to bank deposits and collections), 5 (relating to letters of credit) and 12 (relating to controllable electronic records), a person gives value for rights if the person acquires them:

(1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;

(2) as security for or in total or partial satisfaction of a preexisting claim;

(3) by accepting delivery under a preexisting contract for purchase; or

(4) in return for any consideration sufficient to support a simple contract. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the intro. par. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 4A507 — PA Code / Title 13 / Chapter 4 / Section 4A507
Choice of law.
Status: in_force

(a) General rule.--The following rules apply unless the affected parties otherwise agree or subsection (c) applies:

(1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.

(2) The rights and obligations between the beneficiary's bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary's bank is located.

(3) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary's bank is located.

(b) By agreement.--If the parties described in each paragraph of subsection (a) have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction

governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.

(c) By funds-transfer system rule.--A funds-transfer system rule may select the law of a particular jurisdiction to govern:

(1) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system; or

(2) the rights and obligations of some or all parties to a funds transfer, any part of which is carried out by means of the system. A choice of law made pursuant to paragraph (1) is binding on participating banks. A choice of law made pursuant to paragraph

(2) is binding on the originator, other sender or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.

(d) Inconsistency between agreement and rule.--In the event of inconsistency between an agreement under subsection (b) and a choice-of-law rule under subsection (c), the agreement under subsection (b) prevails.

(e) Inconsistency between choice-of-law rules of systems.--If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the system, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue. Cross References. Section 4A507 is referred to in sections 1301, 4A501 of this title. DIVISION 5 LETTERS OF CREDIT Chapter 51. Letters of Credit Enactment. Division 5 was added June 8, 2001, P.L.123, No.18, effective July 1, 2001. Prior Provisions. Former Division 5, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed June 8, 2001, P.L.123, No.18, effective July 1, 2001.
13 Pa.C.S. § 8115 — PA Code / Title 13 / Chapter 81 / Section 8115
Securities intermediary and others not liable to adverse claimant.
Status: in_force

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

(1) took the action after it had been served with an injunction, restraining order or other legal process enjoining it from doing so, issued by a court of competent

jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process;

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

(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
13 Pa.C.S. § 4205 — PA Code / Title 13 / Chapter 42 / Section 4205
Depositary bank holder of unindorsed item.
Status: in_force

If a customer delivers an item to a depositary bank for collection:

(1) the depositary bank becomes a holder of the item at the time it receives the item for collection if the customer at the time of delivery was a holder of the item, whether or not the customer indorses the item, and, if the bank satisfies the other requirements of section 3302 (relating to holder in due course), it is a holder in due course; and

(2) the depositary bank warrants to collecting banks, the payor bank or other payor, and the drawer that the amount of the item was paid to the customer or deposited to the customer's account. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 8401 — PA Code / Title 13 / Chapter 84 / Section 8401
Duty of issuer to register transfer.
Status: in_force

(a) General rule.--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 (section 8402);

(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 section

8204 (relating to effect of issuer's restriction on transfer);

(6) a demand that the issuer not register transfer has not become effective under section 8403 (relating to demand that issuer not register transfer) or the issuer has complied with section 8403(b) but no legal process or indemnity bond is obtained as provided in section 8403(d); and

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

(b) Liability for failure or delay in registration.--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.
13 Pa.C.S. § 1302 — PA Code / Title 13 / Chapter 13 / Section 1302
Variation by agreement.
Status: in_force

(a) General rule.--Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement.

(b) Exceptions.--The obligations of good faith, diligence, reasonableness and care prescribed by this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c) Effect of terminology.--The presence in certain provisions of this title of the phrase "unless otherwise agreed," or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section. Cross References. Section 1302 is referred to in sections 2A518, 2A519, 2A527, 2A528, 5103 of this title.
13 Pa.C.S. § 4213 — PA Code / Title 13 / Chapter 42 / Section 4213
Medium and time of settlement by bank.
Status: in_force

(a) Certain rules regarding settlement by bank.--With respect to settlement by a bank, the medium and time of settlement may be prescribed by Federal Reserve regulations or circulars, clearinghouse rules, and the like, or agreement. In the absence of such prescription:

(1) the medium of settlement is cash or credit to an account in a Federal Reserve bank of or specified by the person to receive settlement; and

(2) the time of settlement is:

(i) with respect to tender of settlement by cash, a cashier's check or teller's check, when the cash or check is sent or delivered;

(ii) with respect to tender of settlement by credit in an account in a Federal Reserve bank, when the credit is made;

(iii) with respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or

(iv) with respect to tender of settlement by a funds transfer, when payment is made pursuant to section 4A406(a) (relating to payment by originator to beneficiary; discharge of underlying obligation) to the person receiving settlement.

(b) When settlement occurs under certain circumstances not covered by subsection (a).--If the tender of settlement is not by a medium authorized by subsection (a) or the time of settlement is not fixed by subsection (a), no settlement occurs until the tender of settlement is accepted by the person receiving settlement.

(c) Settlement by cashier's check or teller's check.--If settlement for an item is made by cashier's check or teller's check and the person receiving settlement, before its midnight deadline:

(1) presents or forwards the check for collection, settlement is final when the check is finally paid; or

(2) fails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.

(d) Settlement by tender of authority to charge account of bank making settlement in bank receiving settlement.--If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 added present section 4213 and renumbered former section 4213 to present section 4215.
13 Pa.C.S. § 2510 — PA Code / Title 13 / Chapter 25 / Section 2510
Effect of breach on risk of loss.
Status: in_force

(a) Tender of nonconforming goods.--Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.

(b) Revocation of acceptance by buyer.--Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.

(c) Repudiation or breach by buyer.--Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time. Cross References. Section 2510 is referred to in section 2509 of this title.
13 Pa.C.S. § 2A105 — PA Code / Title 13 / Chapter 2 / Section 2A105
Territorial application of division to goods covered by certificate of title.
Status: in_force

Subject to the provisions of sections 2A304(c) (relating to subsequent lease of goods by lessor) and 2A305(c) (relating to sale or sublease of goods by lessee), with respect to goods covered by a certificate of title issued under a statute of this Commonwealth or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of:

(1) surrender of the certificate; or

(2) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction. Cross References. Section 2A105 is referred to in sections 1301, 2A104 of this title.
13 Pa.C.S. § 2A507 — PA Code / Title 13 / Chapter 2 / Section 2A507
Proof of market rent: time and place.
Status: in_force

(a) Rent prevailing; general rule.--Damages based on market rent (section 2A519 or 2A528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in sections 2A519 (relating to lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods) and 2A528 (relating to lessor's damages for nonacceptance, failure to pay, repudiation or other default).

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

(c) Admissibility of new prevailing rent.--Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this division offered by one party is not admissible unless and until he has given the other

party notice the court finds sufficient to prevent unfair surprise.

(d) Admissibility of market quotations.--If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.
13 Pa.C.S. § 9517 — PA Code / Title 13 / Chapter 95 / Section 9517
Effect of indexing errors.
Status: in_force

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.
13 Pa.C.S. § 8505 — PA Code / Title 13 / Chapter 85 / Section 8505
Duty of securities intermediary with respect to payments and distributions.
Status: in_force

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

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

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

(b) Obligation of securities intermediary to entitlement holder.--A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary. Cross References. Section 8505 is referred to in sections 8503, 8509 of this title.
13 Pa.C.S. § 7402 — PA Code / Title 13 / Chapter 74 / Section 7402
Duplicate document of title; overissue.
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 section 7105 (relating to reissuance in alternative medium). The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
13 Pa.C.S. § 4A108 — PA Code / Title 13 / Chapter 4 / Section 4A108
Relationship to Electronic Fund Transfer Act.
Status: in_force

(a) Nonapplicability.--Except as set forth in subsection

(b), this division does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act (Public Law 95-630, 15 U.S.C. § 1693 et seq.).

(b) Applicability.--This division applies to a funds transfer that is a "remittance transfer" as defined in section 919(g)(2) and (3) of the Electronic Fund Transfer Act (Public Law 95-630, 15 U.S.C. § 1693o-1(g)(2) and (3)), unless the remittance transfer is an "electronic fund transfer" as defined

in section 903(7) of the Electronic Fund Transfer Act (Public Law 95-630, 15 U.S.C. § 1693a(7)).

(c) Inconsistency.--In a funds transfer to which this division applies, in the event of an inconsistency between an applicable provision of this division and an applicable provision of the Electronic Fund Transfer Act, the provision of the Electronic Fund Transfer Act governs to the extent of the inconsistency. (July 9, 2013, P.L.262, No.49, eff. 60 days) Cross References. Section 4A108 is referred to in section 4A102 of this title.
13 Pa.C.S. § 3307 — PA Code / Title 13 / Chapter 33 / Section 3307
Notice of breach of fiduciary duty.
Status: in_force

(a) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection:

"Fiduciary." An agent, trustee, partner, corporate officer or director or other representative owing a fiduciary duty with respect to an instrument.

"Represented person." The principal, beneficiary, partnership, corporation or other person to whom the duty stated under the definition of fiduciary is owed.

(b) General rule.--If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:

(1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.

(2) In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is:

(i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;

(ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or

(iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.

(3) If an instrument is issued by the represented person or the fiduciary as such and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.

(4) If an instrument is issued by the represented person or the fiduciary as such to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is:

(i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;

(ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or

(iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person. Cross References. Section 3307 is referred to in section 3206 of this title.
13 Pa.C.S. § 3401 — PA Code / Title 13 / Chapter 34 / Section 3401
Signature necessary for liability on instrument.
Status: in_force

(a) Nonliability in absence of signature.--A person is not liable on an instrument unless:

(1) the person signed the instrument; or

(2) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under section 3402 (relating to signature by representative).

(b) Form of signature.--(Deleted by amendment). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the section heading and deleted subsec. (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 5117 — PA Code / Title 13 / Chapter 51 / Section 5117
Subrogation of issuer, applicant and nominated person.
Status: in_force

(a) Subrogation rights of issuer.--An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.

(b) Subrogation rights of applicant.--An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (a).

(c) Subrogation rights of nominated person.--A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:

(1) the issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;

(2) the beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and

(3) the applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.

(d) Time at which subrogation rights arise.--Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (a) and (b) do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subsection (c) do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense or excuse. Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5117 is referred to in sections 5103, 5108, 9700 of this title.
13 Pa.C.S. § 9318 — PA Code / Title 13 / Chapter 93 / Section 9318
No interest retained in right to payment which is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
Status: in_force

(a) Seller retains no interest.--A debtor that has sold an account, chattel paper, payment intangible or promissory note does not retain a legal or equitable interest in the collateral sold.

(b) Deemed rights of debtor if buyer's security interest unperfected.--For purposes of determining the rights of creditors of and purchasers for value of an account or chattel paper from a debtor that has sold an account or chattel paper, while the buyer's security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.
13 Pa.C.S. § 5116 — PA Code / Title 13 / Chapter 51 / Section 5116
Choice of law and forum.
Status: in_force

(a) Express choice of law.--The liability of an issuer, nominated person or advisor for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person's letter of credit, confirmation or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

(b) Governing law otherwise.--Unless subsection (a) applies, the liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person's undertaking was issued.

(c) Bank branches.--For the purpose of jurisdiction, choice of law and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities, and a bank is considered to be located at the place where its relevant branch is considered to be located under subsection (d).

(d) Bank branch locations.--A branch of a bank is considered to be located at the address indicated in the branch's undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.

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

(1) this division would govern the liability of an issuer, nominated person or adviser under subsection (a) or

(b);

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

(3) there is conflict between this division and those rules as applied to that undertaking; those rules govern except to the extent of any conflict with the nonvariable provisions specified in section 5103(c) (relating to variation by agreement or undertaking).

(f) Conflict with certain other divisions.--If there is conflict between this division and Division 3 (relating to negotiable instruments), 4 (relating to bank deposits and collections), 4A (relating to funds transfers) or 9 (relating to secured transactions), this division governs.

(g) Forum.--The forum for settling disputes arising out of an undertaking within this division may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5116 is referred to in sections 1301, 9306 of this title.
13 Pa.C.S. § 9621 — PA Code / Title 13 / Chapter 96 / Section 9621
Notification of proposal to accept collateral.
Status: in_force

(a) Persons to which proposal to be sent.--A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to all of the following:

(1) Any person from which the secured party has received, before the debtor consented to the acceptance, a signed notification of a claim of an interest in the collateral.

(2) Any other secured party or lienholder that, ten days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement which:

(i) identified the collateral;

(ii) was indexed under the debtor's name as of that date; and

(iii) was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date.

(3) Any other secured party that, ten days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation or treaty described in section 9311(a) (relating to security interest subject to other law).

(b) Proposal to be sent to secondary obligor in partial satisfaction.--A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection (a). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9621 is referred to in sections 9102, 9602, 9620 of this title.
13 Pa.C.S. § 2A308 — PA Code / Title 13 / Chapter 2 / Section 2A308
Special rights of creditors.
Status: in_force

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

(b) Nonimpairment of rights of creditor of lessor.--Nothing in this division impairs the rights of creditors of a lessor if the lease contract:

(1) becomes enforceable, not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like; and

(2) is made under circumstances which under any statute or rule of law apart from this division would constitute the transaction a fraudulent transfer or voidable preference.

(c) Creditor of seller.--A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith. Cross References. Section 2A308 is referred to in sections 2A307, 7504 of this title.
13 Pa.C.S. § 2A201 — PA Code / Title 13 / Chapter 2 / Section 2A201
Statute of frauds.
Status: in_force

(a) General rule.--A lease contract is not enforceable by way of action or defense unless:

(1) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or

(2) there is a record, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.

(b) Description of goods or term.--Any description of leased goods or of the lease term is sufficient and satisfies subsection (a)(2), whether or not it is specific, if it reasonably identifies what is described.

(c) Omitted or incorrectly stated terms.--A record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (a)(2) beyond the lease term and the quantity of goods shown in the record.

(d) Enforceability of lease not satisfying general requirements.--A lease contract that does not satisfy the requirements of subsection (a), but which is valid in other respects, is enforceable:

(1) if the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;

(2) if the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or

(3) with respect to goods that have been received and accepted by the lessee.

(e) Term of lease not satisfying general requirements.--The lease term under a lease contract referred to in subsection (d) is:

(1) if there is a record signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;

(2) if the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court a lease term, the term so admitted; or

(3) a reasonable lease term. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a)(2), (c) and

(e)(1). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 3505 — PA Code / Title 13 / Chapter 35 / Section 3505
Evidence of dishonor.
Status: in_force

(a) Admissible evidence.--The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated:

(1) A document regular in form as provided in subsection

(b) which purports to be a protest.

(2) A purported stamp or writing of the drawee, payor bank or presenting bank on or accompanying the instrument stating that acceptance or payment has been refused unless reasons for the refusal are stated and the reasons are not consistent with dishonor.

(3) A book or record of the drawee, payor bank or collecting bank, kept in the usual course of business which shows dishonor, even if there is no evidence of who made the entry.

(b) Protest.--A protest is a certificate of dishonor made by a United States consul or vice consul, or a notary public or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to that person. The protest must identify the instrument and certify either that presentment has been made or, if not made, the reason why it was not made, and that the instrument has been dishonored by nonacceptance or nonpayment. The protest may also certify that notice of dishonor has been given to some or all parties. Cross References. Section 3505 is referred to in section 305 of Title 57 (Notaries Public).
13 Pa.C.S. § 2721 — PA Code / Title 13 / Chapter 27 / Section 2721
Remedies for fraud.
Status: in_force

Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
13 Pa.C.S. § 9602 — PA Code / Title 13 / Chapter 96 / Section 9602
Waiver and variance of rights and duties.
Status: in_force

Except as otherwise provided in section 9624 (relating to waiver), to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in:

(1) section 9207(b)(4)(iii) (relating to expenses, risks, duties and rights when secured party in possession);

(2) section 9210 (relating to request for accounting; request regarding list of collateral or statement of account);

(3) section 9607(c) (relating to commercially reasonable collection and enforcement);

(4) sections 9608(a) (relating to application of proceeds, surplus and deficiency if obligation secured) and 9615(c) (relating to application of noncash proceeds) to the extent that they deal with application or payment of noncash proceeds of collection, enforcement or disposition;

(5) sections 9608(a) and 9615(d) (relating to surplus or deficiency if obligation secured) to the extent that they require accounting for or payment of surplus proceeds of collateral;

(6) section 9609 (relating to secured party's right to take possession after default) to the extent that it imposes upon a secured party that takes possession of collateral without judicial process the duty to do so without breach of the peace;

(7) sections 9610(b) (relating to commercially reasonable disposition), 9611 (relating to notification before disposition of collateral), 9613 (relating to contents and form of notification before disposition of collateral: general) and 9614 (relating to contents and form of notification before disposition of collateral: consumer-goods transaction);

(8) section 9615(f) (relating to calculation of surplus or deficiency in disposition to person related to secured party);

(9) section 9616 (relating to explanation of calculation of surplus or deficiency);

(10) sections 9620 (relating to acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral), 9621 (relating to notification of proposal to accept collateral) and 9622 (relating to effect of acceptance of collateral);

(11) section 9623 (relating to right to redeem collateral);

(12) section 9624 (relating to waiver); and

(13) sections 9625 (relating to remedies for secured party's failure to comply with division) and 9626 (relating to action in which deficiency or surplus is in issue). Cross References. Section 9602 is referred to in sections 9601, 9603 of this title.
13 Pa.C.S. § 9203 — PA Code / Title 13 / Chapter 92 / Section 9203
Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
Status: in_force

(a) Attachment.--A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral unless an agreement expressly postpones the time of attachment.

(b) Enforceability.--Except as otherwise provided in subsections (c) through (i), a security interest is enforceable against the debtor and third parties with respect to the collateral only if all of the following apply:

(1) Value has been given.

(2) The debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party.

(3) One of the following conditions is met:

(i) The debtor has signed a security agreement which provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned.

(ii) The collateral is not a certificated security and is in the possession of the secured party under section 9313 (relating to when possession by or delivery

to secured party perfects security interest without filing) pursuant to the debtor's security agreement.

(iii) The collateral is a certificated security in registered form, and the security certificate has been delivered to the secured party under section 8301 (relating to delivery) pursuant to the debtor's security agreement.

(iv) The collateral is controllable accounts, controllable electronic records, controlled payment intangibles, deposit accounts, electronic documents, investment property or letter-of-credit rights and the secured party has control under section 7106 (relating to control of electronic document of title), 9104 (relating to control of deposit account), 9106 (relating to control of investment property), 9107 (relating to control of letter-of-credit right) or 9107.1 (relating to control of controllable electronic record, controllable account or controllable payment intangible) pursuant to the debtor's security agreement.

(v) The collateral is chattel paper and the secured party has possession and control under section 9314.1 (relating to perfection by possession and control of chattel paper) pursuant to the debtor's security agreement.

(c) Other Title 13 provisions.--Subsection (b) is subject to sections 4210 (relating to security interest of collecting bank in items, accompanying documents and proceeds), 5118 (relating to security interest of issuer or nominated person), 9110 (relating to security interests arising under Division 2 or 2A) and 9206 (relating to security interest arising in purchase or delivery of financial asset).

(d) When person becomes bound by another person's security agreement.--A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this division or by contract:

(1) the security agreement becomes effective to create a security interest in the person's property; or

(2) the person becomes generally obligated for the obligations of the other person, including the obligation secured under the security agreement, and acquires or succeeds to all or substantially all of the assets of the other person.

(e) Effect of new debtor becoming bound.--If a new debtor becomes bound as debtor by a security agreement entered into by another person:

(1) the agreement satisfies subsection (b)(3) with respect to existing or after-acquired property of the new debtor to the extent the property is described in the agreement; and

(2) another agreement is not necessary to make a security interest in the property enforceable.

(f) Proceeds and supporting obligations.--The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by section 9315 (relating to secured party's rights on disposition of collateral and in proceeds) and is also attachment of a security interest in a supporting obligation for the collateral.

(g) Lien securing right to payment.--The attachment of a security interest in a right to payment or performance secured by a security interest or other lien on personal or real property is also attachment of a security interest in the security interest, mortgage or other lien.

(h) Security entitlement carried in securities account.--The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.

(i) Commodity contracts carried in commodity account.--The attachment of a security interest in a commodity account is also attachment of a security interest in the commodity contracts carried in the commodity account. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b)(3). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9203 is referred to in sections 4210, 5118, 9102, 9109, 9110, 9316, 9317, 9508, 9703, 9704, 9709, 91132, 91133 of this title.
13 Pa.C.S. § 2A103 — PA Code / Title 13 / Chapter 2 / Section 2A103
Definitions and index of definitions.
Status: in_force

(a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in this subsection:

"Buyer in ordinary course of business." A person who, in good faith and without knowledge that the sale to him is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. "Buying" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

"Cancellation." Occurs when either party puts an end to the lease contract for default by the other party.

"Commercial unit." Such a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.

"Conforming." Conforming goods or performance under a lease contract means goods or performance that are in accordance with the obligations under the lease contract.

"Consumer lease." A lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed $25,000.

"Fault." Wrongful act, omission, breach or default.

"Finance lease." A lease with respect to which:

(1) the lessor does not select, manufacture or supply the goods;

(2) the lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

(3) one of the following occurs:

(i) the lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

(ii) the lessee's approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

(iii) the lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or

(iv) if the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee, in writing:

(A) of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person;

(B) that the lessee is entitled under this division to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; and

(C) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.

"Goods." All things that are movable at the time of identification to the lease contract, or are fixtures (section 2A309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.

"Hybrid lease." A single transaction involving a lease of goods and:

(1) the provision of services;

(2) a sale of other goods; or

(3) a sale, lease or license of property other than goods.

"Installment lease contract." A lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause "each delivery is a separate lease" or its equivalent.

"Lease." A transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention

or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.

"Lease agreement." The bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this division. Unless the context clearly indicates otherwise, the term includes a sublease agreement.

"Lease contract." The total legal obligation that results from the lease agreement as affected by this division and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.

"Leasehold interest." The interest of the lessor or the lessee under a lease contract.

"Lessee." A person who acquires the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.

"Lessee in ordinary course of business." A person who, in good faith and without knowledge that the lease to him is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. "Leasing" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

"Lessor." A person who transfers the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.

"Lessor's residual interest." The lessor's interest in the goods after expiration, termination or cancellation of the lease contract.

"Lien." A charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.

"Lot." A parcel or a single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.

"Merchant lessee." A lessee that is a merchant with respect to goods of the kind subject to the lease.

"Present value." The amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.

"Purchase." Includes taking by sale, lease, mortgage, security interest, pledge, gift or any other voluntary transaction creating an interest in goods.

"Sublease." A lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.

"Supplier." A person from whom a lessor buys or leases goods to be leased under a finance lease.

"Supply contract." A contract under which a lessor buys or leases goods to be leased.

"Termination." Occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.

(b) Index of other definitions in division.--Other definitions applying to this division and the sections in which they appear are:

"Accessions." Section 2A310(a).

"Construction mortgage." Section 2A309(a).

"Encumbrance." Section 2A309(a).

"Fixture filing." Section 2A309(a).

"Fixtures." Section 2A309(a).

"Purchase money lease." Section 2A309(a).

(c) Index of definitions in other divisions.--The following definitions in other divisions apply to this division:

"Account." Section 9102(a).

"Between merchants." Section 2104.

"Buyer." Section 2103(a).

"Chattel paper." Section 9102(a).

"Consumer goods." Section 9102(a).

"Document." Section 9102(a).

"Entrusting." Section 2403(c).

"General intangible." Section 9102(a).

"Good faith." (Deleted by amendment).

"Instrument." Section 9102(a).

"Merchant." Section 2104.

"Mortgage." Section 9102(a).

"Pursuant to commitment." Section 9102(a).

"Receipt." Section 2103(a).

"Sale." Section 2106(a).

"Sale on approval." Section 2326.

"Sale or return." Section 2326.

"Seller." Section 2103(a).

(d) Applicability of general definitions and principles.--In addition, Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added the def. of "hybrid lease" in subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 2008 Amendment. Act 13 amended the defs. of "buyer in ordinary course of business" and "lessee in ordinary course of business" in subsec. (a) and deleted the def. of "good faith" in subsec. (c). 2001 Amendment. Act 18 amended subsec. (c). Cross References. Section 2A103 is referred to in sections 7102, 9102 of this title.
13 Pa.C.S. § 9327 — PA Code / Title 13 / Chapter 93 / Section 9327
Priority of security interests in deposit account.
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 section 9104 (relating to control of deposit account) 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), security interests perfected by control under section 9314 (relating to perfection by control) rank according to priority in time of obtaining control.

(3) Except as otherwise provided in paragraph (4), 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.

(4) A security interest perfected by control under section 9104(a)(3) has priority over a security interest held by the bank with which the deposit account is maintained. Cross References. Section 9327 is referred to in sections 9322, 9324, 9330 of this title.
13 Pa.C.S. § 2611 — PA Code / Title 13 / Chapter 26 / Section 2611
Retraction of anticipatory repudiation.
Status: in_force

(a) When allowable.--Until the next performance is due by the repudiating party he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.

(b) Method.--Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this division (section 2609).

(c) Effect on contract rights.--Retraction reinstates the rights of the repudiating party under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
13 Pa.C.S. § 7602 — PA Code / Title 13 / Chapter 76 / Section 7602
Judicial process against goods covered by negotiable document of title.
Status: in_force

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
13 Pa.C.S. § 4A503 — PA Code / Title 13 / Chapter 4 / Section 4A503
Injunction or restraining order with respect to funds transfer.
Status: in_force

For proper cause and in compliance with applicable law, a court may restrain:

(1) a person from issuing a payment order to initiate a funds transfer;

(2) an originator's bank from executing the payment order of the originator; or

(3) the beneficiary's bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order or otherwise acting with respect to a funds transfer.
13 Pa.C.S. § 5115 — PA Code / Title 13 / Chapter 51 / Section 5115
Statute of limitations.
Status: in_force

An action to enforce a right or obligation arising under this division must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach, except that, in the event of a fraud or forgery adversely affecting the aggrieved party, a cause of action accrues on the earlier of the date on which the fraud or forgery was discovered by the aggrieved party or the date on which the fraud or forgery could have been discovered by the aggrieved party by the exercise of reasonable diligence. Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5115 is referred to in section 9700 of this title.
13 Pa.C.S. § 9526 — PA Code / Title 13 / Chapter 95 / Section 9526
Filing-office rules.
Status: in_force

(a) Adoption of filing-office rules.--The Department of State shall promulgate rules to implement this division. The filing-office rules must be consistent with this division.

(b) Harmonization of rules.--To keep the filing-office rules and practices of the filing office in harmony with the rules and practices of filing offices in other jurisdictions which enact substantially this chapter and to keep the technology used by the filing office compatible with the technology used by filing offices in other jurisdictions which enact substantially this chapter, the department, so far as is consistent with the purposes, policies and provisions of this division, in promulgating filing-office rules, shall:

(1) consult with filing offices in other jurisdictions which enact substantially this chapter;

(2) consult the most recent version of the Model Rules promulgated by the International Association of Corporate Administrators or any successor organization; and

(3) take into consideration the rules and practices of and the technology used by filing offices in other jurisdictions which enact substantially this chapter. Cross References. Section 9526 is referred to in section 9102 of this title.
13 Pa.C.S. § 3312 — PA Code / Title 13 / Chapter 33 / Section 3312
Lost, destroyed or stolen cashier's check, teller's check or certified check.
Status: in_force

(a) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection:

"Check." A cashier's check, teller's check or certified check.

"Claimant." A person who claims the right to receive the amount of a cashier's check, teller's check or certified check that was lost, destroyed or stolen.

"Declaration of loss." A written statement made under penalty of perjury to the effect that:

(1) the declarer lost possession of a check;

(2) the declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier's check or teller's check;

(3) the loss of possession was not the result of a transfer by the declarer or a lawful seizure; and

(4) the declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

"Obligated bank." The issuer of a cashier's check or teller's check or the acceptor of a certified check.

(b) Claims.--

(1) A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check if:

(i) the claimant is the drawer or payee of a certified check or remitter or payee of a cashier's check or teller's check;

(ii) the communication contains or is accompanied by a declaration of loss of the claimant with respect to the check;

(iii) the communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid; and

(iv) the claimant provides reasonable identification if requested by the obligated bank. Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration.

(2) If a claim is asserted in compliance with this subsection, the following rules apply:

(i) The claim becomes enforceable at the later of:

(A) the time the claim is asserted; or

(B) the 90th day following the date of the check, in the case of a cashier's check or teller's check, or the 90th day following the date of the acceptance, in the case of a certified check.

(ii) Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller's check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check.

(iii) If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check.

(iv) When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to section 4302(a)(1) (relating to responsibility of payor bank for late return of item), payment to the claimant discharges all liability of the obligated bank with respect to the check.

(c) Claimant obligation.--If the obligated bank pays the amount of a check to a claimant under subsection (b)(2)(iv) and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to:

(1) refund the payment to the obligated bank if the check is paid; or

(2) pay the amount of the check to the person having rights of a holder in due course if the check is dishonored.

(d) Claimant remedies.--If a claimant has the right to assert a claim under subsection (b) and is also a person entitled to enforce a cashier's check, teller's check or certified check which is lost, destroyed or stolen, the claimant may assert rights with respect to the check either under this section or section 3309 (relating to enforcement of lost, destroyed or stolen instrument). (May 22, 1996, P.L.248, No.44, eff. 180 days) 1996 Amendment. Act 44 added section 3312.
13 Pa.C.S. § 9207 — PA Code / Title 13 / Chapter 92 / Section 9207
Rights and duties of secured party having possession or control of collateral.
Status: in_force

(a) Duty of care when secured party in possession.--Except as otherwise provided in subsection (d), a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.

(b) Expenses, risks, duties and rights when secured party in possession.--Except as otherwise provided in subsection (d), if a secured party has possession of collateral:

(1) Reasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use or operation of the collateral are chargeable to the debtor and are secured by the collateral.

(2) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage.

(3) The secured party shall keep the collateral identifiable, but fungible collateral may be commingled.

(4) The secured party may use or operate the collateral:

(i) for the purpose of preserving the collateral or its value;

(ii) as permitted by an order of a court having competent jurisdiction; or

(iii) except in the case of consumer goods, in the manner and to the extent agreed by the debtor.

(c) Duties and rights when secured party in possession or control.--Except as otherwise provided in subsection (d), a secured party having possession of collateral or control of collateral under section 7106 (relating to control of electronic document of title), 9104 (relating to control of deposit account), 9105 (relating to control of electronic copy of record evidencing chattel paper), 9106 (relating to control of investment property), 9107 (relating to control of letter-of-credit right) or 9107.1 (relating to control of controllable electronic record, controllable account or controllable payment intangible):

(1) may hold as additional security any proceeds, except money or funds, received from the collateral;

(2) shall apply money or funds received from the collateral to reduce the secured obligation unless remitted to the debtor; and

(3) may create a security interest in the collateral.

(d) Buyer of certain rights to payment.--If the secured party is a buyer of accounts, chattel paper, payment intangibles or promissory notes or a consignor:

(1) Subsection (a) does not apply unless the secured party is entitled under an agreement:

(i) to charge back uncollected collateral; or

(ii) otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral.

(2) Subsections (b) and (c) do not apply. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (c). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Cross References. Section 9207 is referred to in sections 9601, 9602 of this title.
13 Pa.C.S. § 3105 — PA Code / Title 13 / Chapter 31 / Section 3105
Issue of instrument.
Status: in_force

(a) Definition of "issue".--"Issue" means:

(1) the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or

(2) if agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item which enables the depositary bank to collect the item by transferring or presenting under Federal law an electronic check.

(b) When certain instruments are binding on maker or drawer.--An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer,

but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

(c) Definition of "issuer".--"Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 3105 is referred to in section 3103 of this title.
13 Pa.C.S. § 3306 — PA Code / Title 13 / Chapter 33 / Section 3306
Claims to an instrument.
Status: in_force

A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.

Cross References. Section 3306 is referred to in sections 3302, 3305, 3602 of this title.
13 Pa.C.S. § 91131 — PA Code / Title 13 / Chapter 911 / Section 91131
Savings clause.
Status: in_force

(a) Pre-effective-date transaction, lien or interest.--Except as provided in this subchapter, the amendments to Division 9 (relating to secured transactions) that take effect on the effective date of this section and Division 12 (relating to controllable electronic records) apply to a transaction, lien or other interest in property, even if the transaction, lien or interest was entered into, created or acquired before the effective date of this section.

(b) Continuing validity.--Except as provided in subsection

(c) and sections 91132 (relating to security interest perfected before effective date), 91133 (relating to security interest unperfected before effective date), 91134 (relating to effectiveness of actions taken before effective date), 91135 (relating to priority) and 91136 (relating to priority of claims when priority rules of Division 9 do not apply):

(1) a transaction, lien or interest in property that was validly entered into, created or transferred before the effective date of this section and was not governed by this title, but would be subject to the amendments to Division 9 that take effect on the effective date of this section or Division 12 if it had been entered into, created or

transferred on or after the effective date of this section, including the rights, duties and interests flowing from the transaction, lien or interest, remains valid on and after the effective date of this section; and

(2) the transaction, lien or interest may be terminated, completed, consummated and enforced as required or permitted by the act adding this chapter or by the law that would apply if the act adding this chapter had not taken effect.

(c) Pre-effective-date proceeding.--The act adding this chapter does not affect an action, case or proceeding commenced before the effective date of this section.
13 Pa.C.S. § 8506 — PA Code / Title 13 / Chapter 85 / Section 8506
Duty of securities intermediary to exercise rights as directed by entitlement holder.
Status: in_force

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:

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

(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. Cross References. Section 8506 is referred to in sections 8503, 8509 of this title.
13 Pa.C.S. § 2503 — PA Code / Title 13 / Chapter 25 / Section 2503
Manner of tender of delivery by seller.
Status: in_force

(a) General rule.--Tender of delivery requires that the seller put and hold conforming goods at the disposition of the buyer and give the buyer any notification reasonably necessary to enable him to take delivery. The manner, time and place for tender are determined by the agreement and this division, and in particular:

(1) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but

(2) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.

(b) Delivery at particular destination not required.--Where the case is within section 2504 (relating to shipment by seller) tender requires that the seller comply with its provisions.

(c) Delivery at particular destination required.--Where the seller is required to deliver at a particular destination tender requires that he comply with subsection (a) and also in any appropriate case tender documents as described in subsections

(d) and (e).

(d) Goods in possession of bailee and deliverable without being moved.--Where goods are in the possession of a bailee and are to be delivered without being moved:

(1) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the right of the buyer to possession of the goods; but

(2) tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Division 9 (relating to secured transactions) receipt by the bailee of notification of the rights of the buyer fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.

(e) Form and manner of delivering documents.--Where the contract requires the seller to deliver documents:

(1) he must tender all such documents in correct form, except as provided in this division with respect to bills of lading in a set (section 2323(b)); and

(2) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsecs. (d)(2) and (e)(2). Cross References. Section 2503 is referred to in sections 2319, 2509 of this title.
13 Pa.C.S. § 91134 — PA Code / Title 13 / Chapter 911 / Section 91134
Effectiveness of actions taken before effective date.
Status: in_force

(a) Pre-effective-date action; attachment and perfection before adjustment date.--If action, other than the filing of a financing statement, is taken before the effective date of this section and the action would have resulted in perfection of the security interest had the security interest become enforceable before the effective date of this section, the action is effective to perfect a security interest that attaches under the act adding this chapter before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under the act adding this chapter before the adjustment date.

(b) Pre-effective-date filing.--The filing of a financing statement before the effective date of this section is effective to perfect a security interest on the effective date of this section to the extent the filing would satisfy the requirements for perfection under the act adding this chapter.

(c) Pre-effective-date enforceability action.--The taking of an action before the effective date of this section is sufficient for the enforceability of a security interest on the effective date of this section if the action would satisfy the requirements for enforceability under the act adding this chapter. Cross References. Section 91134 is referred to in section 91131 of this title.
13 Pa.C.S. § 2602 — PA Code / Title 13 / Chapter 26 / Section 2602
Manner and effect of rightful rejection.
Status: in_force

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

(b) Duties of buyer after rightful rejection.--Subject to the provisions of sections 2603 (relating to duties of merchant buyer as to rightfully rejected goods) and 2604 (relating to options of buyer as to salvage of rightfully rejected goods):

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

(2) 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 division (section 2711(c) (relating to security interest of buyer in rejected goods)), he is under a duty after rejection to hold them with reasonable care at the disposition of the seller for a time sufficient to permit the seller to remove them; but

(3) the buyer has no further obligations with regard to goods rightfully rejected.

(c) Rights of seller after wrongful rejection.--The rights of the seller with respect to goods wrongfully rejected are governed by the provisions of this division on remedies of seller in general (section 2703). Cross References. Section 2602 is referred to in section 2606 of this title.
13 Pa.C.S. § 2A514 — PA Code / Title 13 / Chapter 2 / Section 2A514
Waiver of lessee's objections.
Status: in_force

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

(1) if, stated seasonably, the lessor or the supplier could have cured it (section 2A513); or

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

(b) Payment against defective documents.--A lessee's failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (b).
13 Pa.C.S. § 2327 — PA Code / Title 13 / Chapter 23 / Section 2327
Special incidents of sale on approval and sale or return.
Status: in_force

(a) Sale on approval.--Under a sale on approval unless otherwise agreed:

(1) Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance.

(2) Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole.

(3) After due notification of election to return, the return is at the risk and expense of the seller but a merchant buyer must follow any reasonable instructions.

(b) Sale or return.--Under a sale or return unless otherwise agreed:

(1) The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably.

(2) The return is at the risk and expense of the buyer. Cross References. Section 2327 is referred to in section 2509 of this title.
13 Pa.C.S. § 7508 — PA Code / Title 13 / Chapter 75 / Section 7508
Warranties of collecting bank as to documents of title.
Status: in_force

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected. Cross References. Section 7508 is referred to in section 7507 of this title.
13 Pa.C.S. § 2A508 — PA Code / Title 13 / Chapter 2 / Section 2A508
Lessee's remedies.
Status: in_force

(a) General rule.--If a lessor fails to deliver the goods in conformity to the lease contract (section 2A509) or repudiates the lease contract (section 2A402), or a lessee rightfully rejects the goods (section 2A509) or justifiably revokes acceptance of the goods (section 2A517), then with respect 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 (section 2A510), the lessor is in default under the lease contract and the lessee may:

(1) cancel the lease contract (section 2A505(a));

(2) recover so much of the rent and security as has been paid and is just under the circumstances;

(3) cover and recover damages as to all goods affected, whether or not they have been identified to the lease contract (sections 2A518 and 2A520), or recover damages for nondelivery (sections 2A519 and 2A520); and

(4) exercise any other rights or pursue any other remedies provided in the lease contract.

(b) Recovery of nondelivered goods.--If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee may also:

(1) if the goods have been identified, recover them (section 2A522); or

(2) in a proper case, obtain specific performance or replevy the goods (section 2A521).

(c) Rights and remedies for other defaults.--If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease, and in section 2A519(c) (relating to lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods).

(d) Damages for breach of warranty.--If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (section 2A519(d)).

(e) Security interest in goods in lessee's possession.--On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee's possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection, receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially reasonable manner, subject to section 2A527(e) (relating to lessor's rights to dispose of goods).

(f) Deduction of damages from rent due.--Subject to the provisions of section 2A407 (relating to irrevocable promises: finance leases), a lessee, on notifying the lessor of the lessee's intention to do so, may deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still due under the same lease contract. Cross References. Section 2A508 is referred to in sections 2A511, 2A512, 2A518, 2A527, 9102, 9109, 9110, 9309, 9325 of this title.
13 Pa.C.S. § 12 — PA Code / Title 13 / Chapter 12 / Section 12
References to Uniform Commercial Code.
Status: in_force

The references to Articles 3 and 8 of the act of April 6, 1953 (P.L.3, No.1), known as the Uniform Commercial Code, in section 102(c)(2) of the act of July 12, 1972 (P.L.781, No.185), known as the Local Government Unit Debt Act, shall be deemed to be references to Divisions 3 and 8 of Title 13, respectively.
13 Pa.C.S. § 2A506 — PA Code / Title 13 / Chapter 2 / Section 2A506
Statute of limitations.
Status: in_force

(a) General rule.--An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one year.

(b) Accrual of cause of action.--A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later.

(c) New action after termination of another.--If an action commenced within the time limited by subsection (a) is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the 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.

(d) Unaffected laws and actions.--This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this division becomes effective.
13 Pa.C.S. § 9328 — PA Code / Title 13 / Chapter 93 / Section 9328
Priority of security interests in investment property.
Status: in_force

The following rules govern priority among conflicting security interests in the same investment property:

(1) A security interest of a secured party having control of investment property under section 9106 (relating to control of investment property) has priority over a security interest of a secured party that does not have control over the investment property.

(2) Except as otherwise provided in paragraphs (3) and

(4), conflicting security interests held by secured parties each of which has control under section 9106 rank according to priority in time of:

(i) if the collateral is a security, obtaining control;

(ii) if the collateral is a security entitlement carried in a securities account and:

(A) if the secured party obtained control under section 8106(d)(1) (relating to control), the secured

party's becoming the person for which the securities account is maintained;

(B) if the secured party obtained control under section 8106(d)(2), the securities intermediary's agreement to comply with the secured party's entitlement orders with respect to security entitlements carried or to be carried in the securities account; or

(C) if the secured party obtained control through another person under section 8106(d)(3), the time on which priority would be based under this subsection if the other person were the secured party; or

(iii) if the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in section 9106(b)(2) with respect to commodity contracts carried or to be carried with the commodity intermediary.

(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

(5) A security interest in a certificated security in registered form which is perfected by taking delivery under section 9313(a) (relating to perfection by possession or delivery) and not by control under section 9314 (relating to perfection by control) has priority over a conflicting security interest perfected by a method other than control.

(6) Conflicting security interests created by a broker, securities intermediary or commodity intermediary which are perfected without control under section 9106 rank equally.

(7) In all other cases, priority among conflicting security interests in investment property is governed by sections 9322 (relating to priorities among conflicting security interests in and agricultural liens on same collateral) and 9323 (relating to future advances). Cross References. Section 9328 is referred to in section 9322 of this title.
13 Pa.C.S. § 2719 — PA Code / Title 13 / Chapter 27 / Section 2719
Contractual modification or limitation of remedy.
Status: in_force

(a) General rule.--Subject to the provisions of subsections

(b) and (c) and of section 2718 (relating to liquidation or limitation of damages; deposits):

(1) The agreement may provide for remedies in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable under this division, as by limiting the remedies of the buyer to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts.

(2) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

(b) Exclusive remedy failing in purpose.--Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this title.

(c) Limitation of consequential damages.--Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not. Cross References. Section 2719 is referred to in sections 2316, 2601 of this title.
13 Pa.C.S. § 9306.1 — PA Code / Title 13 / Chapter 93 / Section 9306.1
Law governing perfection and priority of security interests in chattel paper.
Status: in_force

(a) Chattel paper evidenced by authoritative electronic copy.--Except as provided in subsection (d), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.

(b) Chattel paper's jurisdiction.--The following rules determine the chattel paper's jurisdiction under this section:

(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this division or title, that jurisdiction is the chattel paper's jurisdiction.

(2) If paragraph (1) does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this division or title, that jurisdiction is the chattel paper's jurisdiction.

(3) If paragraphs (1) and (2) do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

(4) If paragraphs (1), (2) and (3) do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

(5) If paragraphs (1), (2), (3) and (4) do not apply, the chattel paper's jurisdiction is the jurisdiction in which the debtor is located.

(c) Chattel paper evidenced by authoritative tangible copy.--If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

(1) Perfection of a security interest in the chattel paper by possession under section 9314.1 (relating to perfection by possession and control of chattel paper).

(2) The effect of perfection or nonperfection and the priority of a security interest in the chattel paper.

(d) When perfection governed by law of jurisdiction where debtor located.--The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing. (July 1, 2024, P.L.450, No.41, eff. 60 days)

2024 Amendment. Act 41 added section 9306.1. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9306.1 is referred to in sections 9301, 9316 of this title.
13 Pa.C.S. § 2302 — PA Code / Title 13 / Chapter 23 / Section 2302
Unconscionable contract or clause.
Status: in_force

(a) Finding and authority of court.--If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made, the court may:

(1) refuse to enforce the contract;

(2) enforce the remainder of the contract without the unconscionable clause; or

(3) so limit the application of any unconscionable clause as to avoid any unconscionable result.

(b) Evidence by parties.--When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
13 Pa.C.S. § 5107 — PA Code / Title 13 / Chapter 51 / Section 5107
Confirmer, nominated person and adviser.
Status: in_force

(a) Rights and obligations of a confirmer.--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 and for the account of the issuer.

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

(c) Advisers.--A person requested 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 request to advise. Even if the advice is inaccurate, the letter of credit, confirmation or amendment is enforceable as issued.

(d) Notice to transferee beneficiary.--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). 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.

Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5107 is referred to in section 9700 of this title.
13 Pa.C.S. § 2A405 — PA Code / Title 13 / Chapter 2 / Section 2A405
Excused performance.
Status: in_force

Subject to section 2A404 (relating to substituted performance), the following rules apply:

(1) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs

(2) and (3) is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.

(2) If the causes mentioned in paragraph (1) affect only part of the lessor's or the supplier's capacity to perform, he shall allocate production and deliveries among his customers but at his option may include regular customers not then under contract for sale or lease as well as his own requirements for further manufacture. He may so allocate in any manner that is fair and reasonable.

(3) The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under paragraph (2), of the estimated quota thus made available for the lessee. Cross References. Section 2A405 is referred to in section 2A406 of this title.
13 Pa.C.S. § 91133 — PA Code / Title 13 / Chapter 911 / Section 91133
Security interest unperfected before effective date.
Status: in_force

A security interest that is enforceable immediately before the effective date of this section but is unperfected at that time:

(1) remains an enforceable security interest until the adjustment date;

(2) remains enforceable thereafter if the security interest becomes enforceable under section 9203 (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites), as amended by the act adding this chapter, on the effective date of this section or before the adjustment date; and

(3) becomes perfected:

(i) without further action, on the effective date of this section if the requirements for perfection under the act adding this chapter are satisfied before or at that time; or

(ii) when the requirements for perfection are satisfied if the requirements are satisfied after that time.

Cross References. Section 91133 is referred to in section 91131 of this title.
13 Pa.C.S. § 3408 — PA Code / Title 13 / Chapter 34 / Section 3408
Drawee not liable on unaccepted draft.
Status: in_force

A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.
13 Pa.C.S. § 3308 — PA Code / Title 13 / Chapter 33 / Section 3308
Proof of signatures and status as holder in due course.
Status: in_force

(a) Proof of signatures.--In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the

instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under section 3402(a) (relating to signature by representative).

(b) Status as holder in due course.--If the validity of signatures is admitted or proved and there is compliance with subsection (a), a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under section 3301 (relating to person entitled to enforce instrument), unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim. Cross References. Section 3308 is referred to in section 3309 of this title.
13 Pa.C.S. § 2A510 — PA Code / Title 13 / Chapter 2 / Section 2A510
Installment lease contracts: rejection and default.
Status: in_force

(a) General rule.--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 (b) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.

(b) Impairment of contract as a whole.--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. Cross References. Section 2A510 is referred to in sections 2A406, 2A508, 2A509, 2A523 of this title.
13 Pa.C.S. § 7202 — PA Code / Title 13 / Chapter 72 / Section 7202
Form of warehouse receipt; effect of omission.
Status: in_force

(a) Form.--A warehouse receipt need not be in any particular form.

(b) Effect of omission.--Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:

(1) a statement of the location of the warehouse facility where the goods are stored;

(2) the date of issue of the receipt;

(3) the unique identification code of the receipt;

(4) a statement whether the goods received will be delivered to the bearer, to a named person or its order;

(5) the rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt;

(6) a description of the goods or the packages containing them;

(7) the signature of the warehouse or its agent;

(8) if the receipt is issued for goods that the warehouse owns, either solely, jointly or in common with others, a statement of the fact of that ownership; and

(9) a statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of advances made or of liabilities incurred, at the time of the issue of the receipt, is unknown to the warehouse or to its agent that issued the receipt, in which case a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

(c) Permissible terms.--A warehouse may insert in its receipt any terms that are not contrary to this title and do not impair its obligation of delivery under section 7403 (relating to obligation of bailee to deliver; excuse) or its duty of care under section 7204 (relating to duty of care; contractual limitation of warehouse's liability). Any contrary provision is ineffective.
13 Pa.C.S. § 7305 — PA Code / Title 13 / Chapter 73 / Section 7305
Destination bills.
Status: in_force

(a) Location.--Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.

(b) Substitute.--Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to section 7105 (relating to reissuance in alternative medium), may procure a substitute bill to be issued at any place designated in the request.
13 Pa.C.S. § 2102 — PA Code / Title 13 / Chapter 21 / Section 2102
Scope; certain security and other transactions excluded from division.
Status: in_force

(a) Scope.--Unless the context otherwise requires, and except as provided in subsection (c), this division applies to transactions in goods and, in the case of a hybrid transaction, this division applies to the extent provided in subsection (b).

(b) Hybrid transactions.--In a hybrid transaction:

(1) If the sale-of-goods aspects do not predominate, only the provisions of this division which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.

(2) If the sale-of-goods aspects predominate, this division applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.

(c) Exclusions.--This division does not:

(1) apply to a transaction which, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or

(2) impair or repeal a statute regulating sales to consumers, farmers or other specified classes of buyers. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 2705 — PA Code / Title 13 / Chapter 27 / Section 2705
Stoppage by seller of delivery in transit or otherwise.
Status: in_force

(a) General rule.--The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery, or if for any other reason the seller has a right to withhold or reclaim the goods.

(b) When seller loses right.--As against such buyer the seller may stop delivery until:

(1) receipt of the goods by the buyer;

(2) acknowledgment to the buyer by any bailee of the goods, except a carrier, that the bailee holds the goods for the buyer;

(3) such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or

(4) negotiation to the buyer of any negotiable document of title covering the goods.

(c) Notice and compliance.--

(1) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(2) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.

(3) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.

(4) 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. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsecs. (b)(3) and (c)(3). Cross References. Section 2705 is referred to in sections 2702, 2703, 2707, 7403, 7504 of this title.
13 Pa.C.S. § 3405 — PA Code / Title 13 / Chapter 34 / Section 3405
Employer's responsibility for fraudulent indorsement by employee.
Status: in_force

(a) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection:

"Employee." Includes an independent contractor and employee of an independent contractor retained by the employer.

"Fraudulent indorsement."

(1) In the case of an instrument payable to the employer, a forged indorsement purporting to be that of the employer.

(2) In the case of an instrument with respect to which the employer is the issuer, a forged indorsement purporting to be that of the person identified as payee.

"Responsibility." With respect to instruments means authority:

(1) to sign or indorse instruments on behalf of the employer;

(2) to process instruments received by the employer for bookkeeping purposes, for deposit to an account or for other disposition;

(3) to prepare or process instruments for issue in the name of the employer;

(4) to supply information determining the names or addresses of payees of instruments to be issued in the name of the employer;

(5) to control the disposition of instruments to be issued in the name of the employer; or

(6) to act otherwise with respect to instruments in a responsible capacity. The term does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail or similar access.

(b) Rights and liabilities.--For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent indorsement of the instrument, the indorsement is effective as the indorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.

(c) Application.--Under subsection (b), an indorsement is made in the name of the person to whom an instrument is payable if:

(1) it is made in a name substantially similar to the name of that person; or

(2) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person. Cross References. Section 3405 is referred to in sections 3417, 4208 of this title.
13 Pa.C.S. § 8303 — PA Code / Title 13 / Chapter 83 / Section 8303
Protected purchaser.
Status: in_force

(a) Definition of "protected purchaser".--"Protected purchaser" means a purchaser of a certificated or uncertificated security or of an interest therein who:

(1) gives value;

(2) does not have notice of any adverse claim to the security; and

(3) obtains control of the certificated or uncertificated security.

(b) Rights acquired by protected purchaser.--A protected purchaser also acquires its interest in the security free of any adverse claim. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 8303 is referred to in sections 8102, 9102 of this title.
13 Pa.C.S. § 4A506 — PA Code / Title 13 / Chapter 4 / Section 4A506
Rate of interest.
Status: in_force

(a) By agreement or funds-transfer system rule.--If, under this division, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined:

(1) by agreement of the sender and receiving bank; or

(2) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.

(b) Method of calculation when not determined by agreement or rule.--If the amount of interest is not determined by an agreement or rule as stated in subsection (a), the amount is calculated by multiplying the applicable Federal Funds rate by the amount on which interest is payable and then multiplying the product by the number of days for which interest is payable. The applicable Federal Funds rate is the average of the Federal Funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The Federal Funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
13 Pa.C.S. § 2A529 — PA Code / Title 13 / Chapter 2 / Section 2A529
Lessor's action for the rent.
Status: in_force

(a) General rule.--After default by the lessee under the lease contract of the type described in section 2A523(a) or

(c)(1) (relating to lessor's remedies) or, if agreed, after other default by the lessee, if the lessor complies with subsection (b), the lessor may recover from the lessee as damages:

(1) for goods accepted by the lessee and not repossessed by or tendered to the lessor, and for conforming goods lost or damaged within a commercially reasonable time after risk of loss passes to the lessee (section 2A219):

(i) accrued and unpaid rent as of the date of entry of judgment in favor of the lessor;

(ii) the present value as of the same date of the rent for the then remaining lease term of the lease agreement; and

(iii) any incidental damages allowed under section 2A530 (relating to lessor's incidental damages), less expenses saved in consequence of the lessee's default; and

(2) for goods identified to the lease contract if the lessor is unable after reasonable effort to dispose of them at a reasonable price or the circumstances reasonably indicate that effort will be unavailing:

(i) accrued and unpaid rent as of the date of entry of judgment in favor of the lessor;

(ii) the present value as of the same date of the rent for the then remaining lease term of the lease agreement; and

(iii) any incidental damages allowed under section 2A530, less expenses saved in consequence of the lessee's default.

(b) Duty of lessor to hold goods.--Except as provided in subsection (c), the lessor shall hold for the lessee for the remaining lease term of the lease agreement any goods that have been identified to the lease contract and are in the lessor's control.

(c) Rights of lessor before collection of judgment.--The lessor may dispose of the goods at any time before collection of the judgment for damages obtained pursuant to subsection

(a). If the disposition is before the end of the remaining lease term of the lease agreement, the lessor's recovery against the lessee for damages is governed by section 2A527 (relating to lessor's rights to dispose of goods) or 2A528 (relating to lessor's damages for nonacceptance, failure to pay, repudiation or other default), and the lessor will cause an appropriate credit to be provided against a judgment for damages to the extent that the amount of the judgment exceeds the recovery available pursuant to section 2A527 or 2A528.

(d) Rights of lessee after payment of judgment.--Payment of the judgment for damages obtained pursuant to subsection (a) entitles the lessee to the use and possession of the goods not

then disposed of for the remaining lease term of and in accordance with the lease agreement.

(e) Remedy if rent not allowable.--After a lessee has wrongfully rejected or revoked acceptance of goods, has failed to pay rent then due or has repudiated (section 2A402), a lessor who is held not entitled to rent under this section must nevertheless be awarded damages for nonacceptance under sections 2A527 and 2A528. Cross References. Section 2A529 is referred to in section 2A523 of this title.
13 Pa.C.S. § 3501 — PA Code / Title 13 / Chapter 35 / Section 3501
Presentment.
Status: in_force

(a) Definition of "presentment".--"Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument:

(1) to pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank; or

(2) to accept a draft made to the drawee.

(b) Application of certain rules.--The following rules are subject to Division 4 (relating to bank deposits and collections), agreement of the parties and clearinghouse rules and the like:

(1) Presentment may be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States; may be made by any commercially reasonable means, including an oral, written or electronic communication; is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and is effective if made to any one of two or more makers, acceptors, drawees or other payors.

(2) Upon demand of the person to whom presentment is made, the person making presentment must:

(i) exhibit the instrument;

(ii) give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so; and

(iii) sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.

(3) Without dishonoring the instrument, the party to whom presentment is made may:

(i) return the instrument for lack of a necessary indorsement; or

(ii) refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties or other applicable law or rule.

(4) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cutoff hour not earlier than 2 p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cutoff hour. Cross References. Section 3501 is referred to in sections 3103, 4104, 4212 of this title.
13 Pa.C.S. § 2604 — PA Code / Title 13 / Chapter 26 / Section 2604
Options of buyer as to salvage of rightfully rejected goods.
Status: in_force

Subject to the provisions on perishables in section 2603 (relating to duties of merchant buyer as to rightfully rejected goods) if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the account of the seller or reship them to him or resell them for the account of the seller with reimbursement as provided in section 2603. Such action is not acceptance or conversion. Cross References. Section 2604 is referred to in section 2602 of this title.
13 Pa.C.S. § 9603 — PA Code / Title 13 / Chapter 96 / Section 9603
Agreement on standards concerning rights and duties.
Status: in_force

(a) Agreed standards.--The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in section 9602 (relating to waiver and variance of rights and duties) if the standards are not manifestly unreasonable.

(b) Agreed standards inapplicable to breach of peace.--Subsection (a) does not apply to the duty under section 9609 (relating to secured party's right to take possession after default) to refrain from breaching the peace.
13 Pa.C.S. § 9329 — PA Code / Title 13 / Chapter 93 / Section 9329
Priority of security interests in letter-of-credit right.
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 section 9107 (relating to control of letter-of-credit right) has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.

(2) Security interests perfected by control under section 9314 (relating to perfection by control) rank according to priority in time of obtaining control. Cross References. Section 9329 is referred to in section 9322 of this title.
13 Pa.C.S. § 9809 — PA Code / Title 13 / Chapter 98 / Section 9809
Priority.
Status: in_force

The 2013 Revision determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before the 2013 Revision takes effect, this division as it existed before amendment determines priority. DIVISION 12 CONTROLLABLE ELECTRONIC RECORDS Chapter 121. General Provisions 123. (Reserved) Enactment. Division 12 was added July 1, 2024, P.L.450, No.41, effective in 60 days. Special Provisions in Appendix. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 2207 — PA Code / Title 13 / Chapter 22 / Section 2207
Additional terms in acceptance or confirmation.
Status: in_force

(a) General rule.--A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(b) Effect on contract.--The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

(1) the offer expressly limits acceptance to the terms of the offer;

(2) they materially alter it; or

(3) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(c) Conduct establishing contract.--Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this title.
13 Pa.C.S. § 9338 — PA Code / Title 13 / Chapter 93 / Section 9338
Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
Status: in_force

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in section 9516(b)(5) (relating to what constitutes filing; effectiveness of filing) which is incorrect at the time the financing statement is filed:

(1) the security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and

(2) a purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments or a security certificate, receives delivery of the collateral. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended par. (2). Cross References. Section 9338 is referred to in section 9520 of this title.
13 Pa.C.S. § 7509 — PA Code / Title 13 / Chapter 75 / Section 7509
Adequate compliance with commercial contract.
Status: in_force

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Division 2 (relating to sales), 2A (relating to leases) or 5 (relating to letters of credit).
13 Pa.C.S. § 3114 — PA Code / Title 13 / Chapter 31 / Section 3114
Contradictory terms of instrument.
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.