13 Pa.C.S. § 7603 — PA Code / Title 13 / Chapter 76 / Section 7603
Conflicting claims; interpleader.
Status: in_force

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action. DIVISION 8 INVESTMENT SECURITIES Chapter 81. Short Title and General Matters 82. Issue and Issuer 83. Transfer of Certificated and Uncertificated Securities 84. Registration 85. Security Entitlements Enactment. Division 8 was added May 22, 1996, P.L.248, No.44, effective in 180 days. Prior Provisions. Former Division 8, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days.
13 Pa.C.S. § 9802 — PA Code / Title 13 / Chapter 98 / Section 9802
Savings clause.
Status: in_force

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

(b) Pre-effective-date proceedings.--The 2013 Revision does not affect an action, case or proceeding commenced before the 2013 Revision takes effect.
13 Pa.C.S. § 2301 — PA Code / Title 13 / Chapter 23 / Section 2301
General obligations of parties.
Status: in_force

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
13 Pa.C.S. § 2A203 — PA Code / Title 13 / Chapter 2 / Section 2A203
Seals inoperative.
Status: in_force

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument, and the law with respect to sealed instruments does not apply to the lease contract or offer. (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. § 1306 — PA Code / Title 13 / Chapter 13 / Section 1306
Waiver or renunciation of claim or right after breach.
Status: in_force

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. (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. § 2A401 — PA Code / Title 13 / Chapter 2 / Section 2A401
Insecurity: adequate assurance of performance.
Status: in_force

(a) General rule.--A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.

(b) Demand for adequate assurance of performance.--If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he has not already received the agreed return.

(c) Failure to provide adequate assurance of performance.--A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed 30 days after receipt of a demand by the other party.

(d) Reasonableness and adequacy between merchants.--Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.

(e) Effect of acceptance of nonconforming delivery or payment.--Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. Cross References. Section 2A401 is referred to in sections 2A402, 2A403 of this title.
13 Pa.C.S. § 9516 — PA Code / Title 13 / Chapter 95 / Section 9516
What constitutes filing; effectiveness of filing.
Status: in_force

(a) What constitutes filing.--Except as otherwise provided in subsection (b), communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.

(b) Refusal to accept record; filing does not occur.--Filing does not occur with respect to a record which a filing office refuses to accept because one of the following paragraphs applies:

(1) The record is not communicated by a method or medium of communication authorized by the filing office.

(2) An amount equal to or greater than the applicable filing fee is not tendered.

(3) The filing office is unable to index the record because of a reason stated in one of the following subparagraphs:

(i) In the case of an initial financing statement, the record does not provide a name for the debtor.

(ii) In the case of an amendment or information statement, the record:

(A) does not identify the initial financing statement as required by section 9512 (relating to amendment of financing statement) or 9518 (relating to claim concerning inaccurate or wrongfully filed record), as applicable; or

(B) identifies an initial financing statement whose effectiveness has lapsed under section 9515 (relating to duration and effectiveness of financing statement; effect of lapsed financing statement).

(iii) In the case of an initial financing statement which provides the name of a debtor identified as an individual or an amendment which provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor's surname.

(iv) In the case of a record filed in the filing office described in section 9501(a)(1) (relating to filing offices), the record does not provide a sufficient description of the real property to which it relates.

(4) In the case of an initial financing statement or an amendment which adds a secured party of record, the record does not provide a name and mailing address for the secured party of record.

(5) In the case of an initial financing statement or an amendment which provides a name of a debtor which was not previously provided in the financing statement to which the

amendment relates, the record does not do both of the following:

(i) Provide a mailing address for the debtor.

(ii) Indicate whether the name provided as the name of the debtor is the name of an individual or an organization.

(iii) (Deleted by amendment).

(6) In the case of an assignment reflected in an initial financing statement under section 9514(a) (relating to assignment reflected on initial financing statement) or an amendment filed under section 9514(b) (relating to assignment of filed financing statement), the record does not provide a name and mailing address for the assignee.

(7) In the case of a continuation statement, the record is not filed within the six-month period prescribed by section 9515(d) (relating to when continuation statement may be filed).

(c) Rules applicable to subsection (b).--For purposes of subsection (b):

(1) a record does not provide information if the filing office is unable to read or decipher the information; and

(2) a record which does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by section 9512, 9514 or 9518, is an initial financing statement.

(d) Refusal to accept record; record effective as filed record.--A record which is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection (b), is effective as a filed record except as against a purchaser of the collateral that gives value in reasonable reliance upon the absence of the record from the files. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (b)(3)(ii) intro. par. and (iii) and (5) intro. par. and (ii) and deleted subsec.

(b)(5)(iii). Cross References. Section 9516 is referred to in sections 9109, 9338, 9520, 9521 of this title; section 154 of Title 15 (Corporations and Unincorporated Associations).
13 Pa.C.S. § 2A216 — PA Code / Title 13 / Chapter 2 / Section 2A216
Third party beneficiaries of express and implied warranties.
Status: in_force

A warranty to or for the benefit of a lessee under this division, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified or limited, but an exclusion, modification or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section.
13 Pa.C.S. § 2310 — PA Code / Title 13 / Chapter 23 / Section 2310
Open time for payment or running of credit; authority to ship under reservation.
Status: in_force

Unless otherwise agreed:

(1) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery.

(2) If the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 2513).

(3) If delivery is authorized and made by way of documents of title otherwise than by paragraph (2), then payment is due, regardless of where the goods are to be received:

(i) at the time and place at which the buyer is to receive delivery of the tangible documents; or

(ii) at the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or, if none, at the seller's residence.

(4) Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of

shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended par. (3).
13 Pa.C.S. § 2707 — PA Code / Title 13 / Chapter 27 / Section 2707
Section 2707
Status: in_force

"Person in the position of a seller."

(a) Definition.--A "person in the position of a seller" includes:

(1) as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal; or

(2) anyone who otherwise holds a security interest or other right in goods similar to that of a seller.

(b) Rights.--A person in the position of a seller may as provided in this division:

(1) withhold or stop delivery (section 2705);

(2) resell (section 2706); and

(3) recover incidental damages (section 2710). Cross References. Section 2707 is referred to in sections 2103, 2104, 2706 of this title.
13 Pa.C.S. § 2514 — PA Code / Title 13 / Chapter 25 / Section 2514
When documents deliverable on acceptance; when on payment.
Status: in_force

Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise only on payment.
13 Pa.C.S. § 8209 — PA Code / Title 13 / Chapter 82 / Section 8209
Issuer's lien.
Status: in_force

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
13 Pa.C.S. § 5112 — PA Code / Title 13 / Chapter 51 / Section 5112
Transfer of letter of credit.
Status: in_force

(a) Transfer generally.--Except as otherwise provided in section 5113 (relating to transfer by operation of law), unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.

(b) Limitations on duty to recognize or carry out a transfer.--Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:

(1) the transfer would violate applicable law; or

(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in section 5108(e) (relating to standard practice and role of court) or is otherwise reasonable under the circumstances. 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 5112 is referred to in section 9700 of this title.
13 Pa.C.S. § 3603 — PA Code / Title 13 / Chapter 36 / Section 3603
Tender of payment.
Status: in_force

(a) Applicability of contract law.--If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.

(b) Effect of refusal of tender of payment.--If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument and the tender is refused, there is discharge, to the extent of the amount of the tender, of the obligation of an indorser or accommodation party having a right of recourse with respect to the obligation to which the tender relates.

(c) Obligation to pay interest discharged.--If tender of payment of an amount due on an instrument is made to a person entitled to enforce the instrument, the obligation of the obligor to pay interest after the due date on the amount tendered is discharged. If presentment is required with respect to an instrument and the obligor is able and ready to pay on the due date at every place of payment stated in the instrument, the obligor is deemed to have made tender of payment on the due date to the person entitled to enforce the instrument.
13 Pa.C.S. § 9604 — PA Code / Title 13 / Chapter 96 / Section 9604
Procedure if security agreement covers real property or fixtures.
Status: in_force

(a) Enforcement: personal and real property.--If a security agreement covers both personal and real property, a secured party may proceed:

(1) under this chapter as to the personal property without prejudicing any rights with respect to the real property; or

(2) as to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this chapter do not apply.

(b) Enforcement: fixtures.--Subject to subsection (c), if a security agreement covers goods which are or become fixtures, a secured party may proceed:

(1) under this chapter; or

(2) in accordance with the rights with respect to real property, in which case the other provisions of this chapter do not apply.

(c) Removal of fixtures.--Subject to the other provisions of this chapter, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.

(d) Injury caused by removal.--A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse. Cross References. Section 9604 is referred to in section 9109 of this title.
13 Pa.C.S. § 4402 — PA Code / Title 13 / Chapter 44 / Section 4402
Liability of bank to customer for wrongful dishonor; time of determining insufficiency of account.
Status: in_force

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

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

(c) Determination of bank.--A payor bank's determination of the customer's account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank's decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4402 is referred to in sections 4401, 4403 of this title.
13 Pa.C.S. § 4A209 — PA Code / Title 13 / Chapter 4 / Section 4A209
Acceptance of payment order.
Status: in_force

(a) Receiving bank.--Subject to subsection (d), a receiving bank other than the beneficiary's bank accepts a payment order when it executes the order.

(b) Beneficiary's bank.--Subject to subsections (c) and

(d), a beneficiary's bank accepts a payment order at the earliest of the following times:

(1) when the bank:

(i) pays the beneficiary as stated in section 4A405(a) or (b) (relating to payment by beneficiary's bank to beneficiary); or

(ii) notifies the beneficiary of receipt of the order or that the account of the beneficiary has been credited with respect to the order unless the notice indicates that the bank is rejecting the order or that funds with respect to the order may not be withdrawn or used until receipt of payment from the sender of the order;

(2) when the bank receives payment of the entire amount of the sender's order pursuant to section 4A403(a)(1) or (2) (relating to payment by sender to receiving bank); or

(3) the opening of the next funds-transfer business day of the bank following the payment date of the order if, at that time, the amount of the sender's order is fully covered by a withdrawable credit balance in an authorized account of the sender or the bank has otherwise received full payment from the sender, unless the order was rejected before that time or is rejected within one hour after that time, or one hour after the opening of the next business day of the sender following the payment date if that time is later. If notice of rejection is received by the sender after the payment date and the authorized account of the sender does not bear interest, the bank is obliged to pay interest to the sender on the amount of the order for the number of days elapsing after the payment date to the day the sender receives notice or learns that the order was not accepted, counting that day as an elapsed day. If the withdrawable credit balance during that period falls

below the amount of the order, the amount of interest payable is reduced accordingly.

(c) Limitations on acceptance.--Acceptance of a payment order cannot occur before the order is received by the receiving bank. Acceptance does not occur under subsection (b)(2) or (3) if the beneficiary of the payment order does not have an account with the receiving bank, the account has been closed or the receiving bank is not permitted by law to receive credits for the beneficiary's account.

(d) Payment order by originator of funds transfer to originator's bank.--A payment order issued to the originator's bank cannot be accepted until the payment date if the bank is the beneficiary's bank or the execution date if the bank is not the beneficiary's bank. If the originator's bank executes the originator's payment order before the execution date or pays the beneficiary of the originator's payment order before the payment date and the payment order is subsequently canceled pursuant to section 4A211(b) (relating to cancellation and amendment of payment order), the bank may recover from the beneficiary any payment received to the extent allowed by the law governing mistake and restitution. Cross References. Section 4A209 is referred to in sections 4A105, 4A212, 4A302 of this title.
13 Pa.C.S. § 3420 — PA Code / Title 13 / Chapter 34 / Section 3420
Conversion of instrument.
Status: in_force

(a) General rule.--The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by the issuer or acceptor of the instrument or a payee or indorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a copayee.

(b) Measure of damages.--In an action under subsection (a), the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff's interest in the instrument.

(c) Limitation on liability.--A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out. Cross References. Section 3420 is referred to in section 4203 of this title.
13 Pa.C.S. § 4206 — PA Code / Title 13 / Chapter 42 / Section 4206
Transfer between banks.
Status: in_force

Any agreed method that identifies the transferor bank is sufficient for the further transfer of the item to another bank. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 9623 — PA Code / Title 13 / Chapter 96 / Section 9623
Right to redeem collateral.
Status: in_force

(a) Persons that may redeem.--A debtor, any secondary obligor or any other secured party or lienholder may redeem collateral.

(b) Requirements for redemption.--To redeem collateral, a person shall tender:

(1) fulfillment of all obligations secured by the collateral; and

(2) the reasonable expenses and attorney fees described in section 9615(a)(1) (relating to application of proceeds).

(c) When redemption may occur.--A redemption may occur at any time before a secured party:

(1) has collected collateral under section 9607 (relating to collection and enforcement by secured party);

(2) has disposed of collateral or entered into a contract for its disposition under section 9610 (relating to disposition of collateral after default); or

(3) has accepted collateral in full or partial satisfaction of the obligation it secures under section 9622 (relating to effect of acceptance of collateral). Cross References. Section 9623 is referred to in sections 9602, 9614, 9624 of this title; section 6259 of Title 12 (Commerce and Trade).
13 Pa.C.S. § 2A502 — PA Code / Title 13 / Chapter 2 / Section 2A502
Notice after default.
Status: in_force

Except as otherwise provided in this division or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.
13 Pa.C.S. § 9527 — PA Code / Title 13 / Chapter 95 / Section 9527
Duty to report.
Status: in_force

The Department of State shall report by October 31 of every even-numbered year to the Governor and the General Assembly on the operation of the filing office. The report must contain a statement of the extent to which:

(1) the filing-office rules are not in harmony with the rules of filing offices in other jurisdictions which enact substantially this chapter and the reasons for these variations; and

(2) the filing-office rules are not in harmony with the most recent version of the Model Rules promulgated by the International Association of Corporate Administrators or any successor organization and the reasons for these variations.
13 Pa.C.S. § 2A407 — PA Code / Title 13 / Chapter 2 / Section 2A407
Irrevocable promises: finance leases.
Status: in_force

(a) General rule.--In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.

(b) Effect of irrevocable and independent promise.--A promise that has become irrevocable and independent under subsection (a):

(1) is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and

(2) is not subject to cancellation, termination, modification, repudiation, excuse or substitution without the consent of the party to whom the promise runs.

(c) Limitation on applicability of section.--This section does not affect the validity under any other law of a covenant in any lease contract making the lessee's promises irrevocable and independent upon the lessee's acceptance of the goods. Cross References. Section 2A407 is referred to in sections 2A102, 2A508 of this title.
13 Pa.C.S. § 4A107 — PA Code / Title 13 / Chapter 4 / Section 4A107
Federal Reserve regulations and operating circulars.
Status: in_force

Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this division to the extent of the inconsistency.
13 Pa.C.S. § 22 — PA Code / Title 13 / Chapter 22 / Section 22
Applicability.
Status: in_force

This act shall apply as follows:

(1) This act applies to a document of title that is issued or a bailment that arises on or after the effective date of this section.

(2) This act does not apply to a document of title that is issued or a bailment that arises before the effective date of this section even if the document of title or bailment would be subject to this act if the document of title had been issued or bailment had arisen after the effective date of this section.

(3) This act does not apply to a right of action that has accrued before the effective date of this section. Explanatory Note. Act 13 amended, added or deleted Division 1, sections 2103, 2104, 2202, 2208, 2310, 2323, 2401, 2503, 2505, 2506, 2509, 2605, 2705, 2A103, 2A207, 2A501, 2A514, 2A518, 2A519, 2A526, 2A527, 2A528, 3103, 4104, 4210, 4A105, 4A106, 4A204 and 5103, Division 7 and sections 8102, 8103, 9102, 9203, 9207, 9208, 9301, 9304, 9309, 9310, 9312, 9313, 9314, 9317, 9338 and 9601.
13 Pa.C.S. § 2A526 — PA Code / Title 13 / Chapter 2 / Section 2A526
Lessor's stoppage of delivery in transit or otherwise.
Status: in_force

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

(b) When lessor loses right.--In pursuing its remedies under subsection (a), the lessor may stop delivery until:

(1) receipt of the goods by the lessee;

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

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

(c) Notice and compliance.--

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

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

(3) 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 subsec. (b)(3). Cross References. Section 2A526 is referred to in sections 2A504, 2A523, 2A527, 7403, 7504 of this title.
13 Pa.C.S. § 8208 — PA Code / Title 13 / Chapter 82 / Section 8208
Effect of signature of authenticating trustee, registrar or transfer agent.
Status: in_force

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

(1) the certificate is genuine;

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

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

(b) Limitation.--Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
13 Pa.C.S. § 2502 — PA Code / Title 13 / Chapter 25 / Section 2502
Right of buyer to goods on repudiation, failure to deliver or insolvency of seller.
Status: in_force

(a) General rule.--Subject to subsections (b) and (c) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of section 2501 (relating to insurable interest in goods; manner of identification of goods) may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:

(1) in the case of goods bought for personal, family or household purposes, the seller repudiates or fails to deliver as required by the contract; or

(2) in all cases, the seller becomes insolvent within ten days after receipt of the first installment on their price.

(b) Vesting.--The buyer's right to recover the goods under subsection (a)(1) vests upon acquisition of a special property even if the seller had not then repudiated or failed to deliver.

(c) Identification made by buyer.--If the identification creating his special property has been made by the buyer he acquires the right to recover the goods only if they conform to the contract for sale. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended the section heading and subsec. (a), relettered former subsec. (b) to subsec. (c) and added a new subsec. (b). Cross References. Section 2502 is referred to in sections 2402, 2711 of this title.
13 Pa.C.S. § 2101 — PA Code / Title 13 / Chapter 21 / Section 2101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 2, Sales. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 7308 — PA Code / Title 13 / Chapter 73 / Section 7308
Enforcement of carrier's lien.
Status: in_force

(a) Sale.--

(1) Except as otherwise provided in subsection (b), a carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods.

(2) The notification must include a statement of the amount due, the nature of the proposed sale and the time and place of any public sale.

(3) The fact that a better price could have been obtained by a sale at a different time or in a different method from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner.

(4) The carrier has sold goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale or has otherwise sold in conformity with commercially reasonable practices among dealers in the type of goods sold.

(5) A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by paragraph

(4).

(b) Satisfaction.--Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this division.

(c) Purchase by carrier.--A carrier may buy at any public sale pursuant to this section.

(d) Purchaser in good faith.--A purchaser in good faith of goods sold to enforce a carrier's lien takes the goods free of any rights of persons against which the lien was valid, despite the carrier's noncompliance with this section.

(e) Proceeds of sale.--A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.

(f) Additional rights.--The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

(g) Enforcement.--A carrier's lien may be enforced pursuant to either subsection (a) or the procedure set forth in section 7210(b) (relating to enforcement of warehouse's lien).

(h) Liability.--A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.
13 Pa.C.S. § 3206 — PA Code / Title 13 / Chapter 32 / Section 3206
Restrictive indorsement.
Status: in_force

(a) Indorsement prohibiting further transfer or negotiation.--An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument.

(b) Conditional indorsement.--An indorsement stating a condition to the right of the indorsee to receive payment does not affect the right of the indorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled.

(c) Specified purpose indorsement.--If an instrument bears an indorsement described in section 4201(b) (relating to status of collecting bank as agent and provisional status of credits; applicability of division; item indorsed "pay any bank") or in blank or to a particular bank using the words "for deposit," "for collection" or other words indicating a purpose of having

the instrument collected by a bank for the indorser or for a particular account, the following rules apply:

(1) A person, other than a bank, who purchases the instrument when so indorsed converts the instrument unless the amount paid for the instrument is received by the indorser or applied consistently with the indorsement.

(2) A depositary bank that purchases the instrument or takes it for collection when so indorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the indorser or applied consistently with the indorsement.

(3) A payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the indorser or applied consistently with the indorsement.

(4) Except as otherwise provided in paragraph (3), a payor bank or intermediary bank may disregard the indorsement and is not liable if the proceeds of the instrument are not received by the indorser or applied consistently with the indorsement.

(d) Indorsement for benefit of indorser or another person.--Except for an indorsement covered by subsection (c), if an instrument bears an indorsement using words to the effect that payment is to be made to the indorsee as agent, trustee or other fiduciary for the benefit of the indorser or another person, the following rules apply:

(1) Unless there is notice of breach of fiduciary duty as provided in section 3307 (relating to notice of breach of fiduciary duty), a person who purchases the instrument from the indorsee or takes the instrument from the indorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the indorsee without regard to whether the indorsee violates a fiduciary duty to the indorser.

(2) A subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the indorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty.

(e) Holder in due course.--The presence on an instrument of an indorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection (c) or has notice or knowledge of breach of fiduciary duty as stated in subsection (d).

(f) Defense of obligor.--In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an indorsement to which this section applies and the payment is not permitted by this section. Cross References. Section 3206 is referred to in section 4203 of this title.
13 Pa.C.S. § 8110 — PA Code / Title 13 / Chapter 81 / Section 8110
Applicability; choice of law.
Status: in_force

(a) When local law of issuer's jurisdiction governs.--The local law of the issuer's jurisdiction, as specified in subsection (d), governs:

(1) the validity of a security;

(2) the rights and duties of the issuer with respect to registration of transfer;

(3) the effectiveness of registration of transfer by the issuer;

(4) whether the issuer owes any duties to an adverse claimant to a security; and

(5) whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.

(b) When local law of securities intermediary's jurisdiction governs.--The local law of the securities intermediary's jurisdiction, as specified in subsection (e), governs:

(1) acquisition of a security entitlement from the securities intermediary;

(2) the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;

(3) whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and

(4) whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.

(c) Assertion of adverse claims.--The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.

(d) Definition of "issuer's jurisdiction".--"Issuer's jurisdiction" means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the laws of this Commonwealth may specify the law of another jurisdiction as the law governing the matters specified in subsection (a)(2) through (5).

(e) Determination of "securities intermediary's jurisdiction".--The following rules determine a "securities intermediary's jurisdiction" for purposes of this section:

(1) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of this

chapter, this division or this title, that jurisdiction is the securities intermediary's jurisdiction.

(2) If paragraph (1) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.

(4) If none of the preceding paragraphs applies, the securities intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder's account is located.

(5) If none of the preceding paragraphs applies, the securities intermediary's jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.

(f) Factors not used to determine securities intermediary's jurisdiction.--A securities intermediary's jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.

(g) When local law of issuer's or securities intermediary's jurisdiction governs.--The local law of the issuer's jurisdiction or the securities intermediary's jurisdiction governs a matter or transaction specified in subsection (a) or

(b) even if the matter or transaction does not bear any relation to the jurisdiction. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added subsec. (g). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 2001 Amendment. Act 18 amended subsec. (e). Cross References. Section 8110 is referred to in sections 1301, 9305 of this title.
13 Pa.C.S. § 2202 — PA Code / Title 13 / Chapter 22 / Section 2202
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 performance, course of dealing or usage of trade (section 1303); 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. (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 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 2202 is referred to in sections 2316, 2326 of this title.
13 Pa.C.S. § 9709 — PA Code / Title 13 / Chapter 97 / Section 9709
Priority.
Status: in_force

(a) Law governing priority.--Revised Division 9 determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before Revised Division 9 takes effect, Former Division 9 determines priority.

(b) Priority if security interest becomes enforceable under section 9203 of Revised Division 9.--For purposes of section 9322(a) of Revised Division 9 (relating to general priority rules), the priority of a security interest which becomes enforceable under section 9203 of Revised Division 9 (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites) dates from the time Revised Division 9 takes effect if the security interest is perfected under Revised Division 9 by the filing of a financing statement before Revised Division 9 takes effect which financing statement would not have been effective to perfect the security interest under Former Division 9. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement. Cross References. Section 9709 is referred to in section 9702 of this title.
13 Pa.C.S. § 9522 — PA Code / Title 13 / Chapter 95 / Section 9522
Maintenance and destruction of records.
Status: in_force

(a) Post-lapse maintenance and retrieval of information.--The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under section 9515 (relating to duration and effectiveness of financing statement; effect of lapsed financing statement) with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and by using the file number assigned to the initial financing statement to which the record relates.

(b) Destruction of written records.--Except to the extent that a statute governing disposition of public records provides otherwise, the filing office immediately may destroy any written record evidencing a financing statement. However, if the filing office destroys a written record, it shall maintain another record of the financing statement which complies with subsection

(a). Cross References. Section 9522 is referred to in sections 9513, 9523 of this title.
13 Pa.C.S. § 9308 — PA Code / Title 13 / Chapter 93 / Section 9308
When security interest or agricultural lien is perfected; continuity of perfection.
Status: in_force

(a) Perfection of security interest.--Except as otherwise provided in this section and section 9309 (relating to security interest perfected upon attachment), a security interest is perfected if it has attached and all of the applicable requirements for perfection in sections 9310 (relating to when filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply) through 9316 (relating to effect of change in governing law) have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

(b) Perfection of agricultural lien.--An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in section 9310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

(c) Continuous perfection; perfection by different methods.--A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this division and is later perfected by another method under this division without an intermediate period when it was unperfected.

(d) Supporting obligation.--Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

(e) Lien securing right to payment.--Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage or other lien on personal or real property securing the right.

(f) Security entitlement carried in securities account.--Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(g) Commodity contract carried in commodity account.-- Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (a). Cross References. Section 9308 is referred to in sections 9109, 9306, 9310, 9312 of this title; sections 1134, 7712.12 of Title 75 (Vehicles).
13 Pa.C.S. § 2A302 — PA Code / Title 13 / Chapter 2 / Section 2A302
Title to and possession of goods.
Status: in_force

Except as otherwise provided in this division, each provision of this division applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
13 Pa.C.S. § 4406 — PA Code / Title 13 / Chapter 44 / Section 4406
Duty of customer to discover and report unauthorized signature or alteration.
Status: in_force

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

(b) Retention of items.--If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must

provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.

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

(d) Effect of failure to report unauthorized signature or alteration.--If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection (c), the customer is precluded from asserting against the bank:

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

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

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

(f) Statutes of limitations applicable to customer.--Without regard to care or lack of care of either the customer or the bank, a customer who does not within one year after the statement or items are made available to the customer (subsection (a)) discover and report the customer's unauthorized signature on or any alteration on the item is precluded from asserting against the bank the unauthorized signature or alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under section 4208 (relating to presentment warranties) with respect to the unauthorized signature or alteration to which the preclusion applies. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4406 is referred to in sections 3417, 4208 of this title.
13 Pa.C.S. § 9306 — PA Code / Title 13 / Chapter 93 / Section 9306
Law governing perfection and priority of security interests in letter-of-credit rights.
Status: in_force

(a) Governing law; issuer's or nominated person's jurisdiction.--Subject to subsection (c), the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a letter-of-credit right if the issuer's jurisdiction or nominated person's jurisdiction is a state.

(b) Issuer's or nominated person's jurisdiction.--For purposes of this chapter, an issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the

letter-of-credit right as provided in section 5116 (relating to choice of law and forum).

(c) When section not applicable.--This section does not apply to a security interest which is perfected only under section 9308(d) (relating to supporting obligation).
13 Pa.C.S. § 9616 — PA Code / Title 13 / Chapter 96 / Section 9616
Explanation of calculation of surplus or deficiency.
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:

"Explanation." A record which:

(1) states the amount of the surplus or deficiency;

(2) provides an explanation in accordance with subsection (c) of how the secured party calculated the surplus or deficiency;

(3) states, if applicable, that future debits, credits, charges, including additional credit service charges or interest, rebates and expenses may affect the amount of the surplus or deficiency; and

(4) provides a telephone number or mailing address from which additional information concerning the transaction is available.

"Request." A record:

(1) signed by a debtor or consumer obligor;

(2) requesting that the recipient provide an explanation; and

(3) sent after disposition of the collateral under section 9610 (relating to disposition of collateral after default).

(b) Explanation of calculation.--In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under section 9615 (relating to application of proceeds of disposition; liability for deficiency and right to surplus), the secured party shall comply with one of the following paragraphs:

(1) Send an explanation to the debtor or consumer obligor, as applicable, after the disposition and:

(i) before or when the secured party accounts to the debtor and pays any surplus or first makes demand in a record on the consumer obligor after the disposition for payment of the deficiency; and

(ii) within 14 days after receipt of a request.

(2) In the case of a consumer obligor who is liable for a deficiency, within 14 days after receipt of a request, send to the consumer obligor a record waiving the secured party's right to a deficiency.

(c) Required information.--To comply with paragraph (2) of the definition of the term "explanation" in subsection (a), an explanation must provide the following information in the following order:

(1) The aggregate amount of obligations secured by the security interest under which the disposition was made and, if the amount reflects a rebate of unearned interest or

credit service charge, an indication of that fact, calculated as of a specified date:

(i) if the secured party takes or receives possession of the collateral after default, not more than 35 days before the secured party takes or receives possession; or

(ii) if the secured party takes or receives possession of the collateral before default or does not take possession of the collateral, not more than 35 days before the disposition.

(2) The amount of proceeds of the disposition.

(3) The aggregate amount of the obligations after deducting the amount of proceeds.

(4) The amount, in the aggregate or by type, and types of expenses, including expenses of retaking, holding, preparing for disposition, processing and disposing of the collateral and attorney fees secured by the collateral which are known to the secured party and relate to the current disposition.

(5) The amount, in the aggregate or by type and types of credits, including rebates of interest or credit service charges, to which the obligor is known to be entitled and which are not reflected in the amount in paragraph (1).

(6) The amount of the surplus or deficiency.

(d) Substantial compliance.--A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection (a) is sufficient even if it includes minor errors which are not seriously misleading.

(e) Charges for responses.--A debtor or consumer obligor is entitled without charge to one response to a request under this section during any six-month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to subsection (b)(1). The secured party may require payment of a charge not exceeding $25 for each additional response. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a), (b) and (c). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9616 is referred to in sections 9602, 9625, 9628 of this title.
13 Pa.C.S. § 14 — PA Code / Title 13 / Chapter 14 / Section 14
Effect of effective date of act.
Status: in_force

(a) Existing actions or proceedings.--This act does not affect an action or proceeding commenced before this act takes effect.

(b) Perfection of security interest.--If a security interest in a security is perfected at the date this act takes effect and the action by which the security interest was perfected would suffice to perfect a security interest under this act, no further action is required to continue perfection. If a security interest in a security is perfected at the date this act takes effect but the action by which the security interest was perfected would not suffice to perfect a security interest under this act, the security interest remains perfected for a period of four months after the effective date of this act and continues perfected thereafter if appropriate action to perfect under this act is taken within that period. If a security interest is perfected at the date this act takes effect and the security interest can be perfected by filing under this act, a financing statement signed by the secured party instead of the debtor may be filed within that period to continue perfection or thereafter to perfect.

(c) Applicability to qualified financial contracts.--The addition of 13 Pa.C.S. §§ 1206(c) and 2201(d) and the last sentence of 13 Pa.C.S. § 1206(b) shall apply to qualified

financial contracts entered into before, on or after the effective date of this act, and to written contracts described in §§ 1206(c)(2)(ii) and 2201(d)(2) entered into before, on or after the effective date of this act. 2001, JUNE 8, P.L.123, NO.18 § 1. Short title. This amendatory act shall be known and may be cited as the Uniform Commercial Code Modernization Act of 2001. Explanatory Note. Act 18 amended sections 1105, 1201, 1206, 2103, 2104, 2210, 2326, 2502, 2512, 2716, 2A103, 2A303, 2A307, 2A309, 3103, 4105, 4210, 4A103 and 4A105, repealed and added Division 5, amended sections 7503, 8102, 8103, 8106, 8110, 8301, 8302 and 8510 and repealed and added Division 9 of Title 13.
13 Pa.C.S. § 2612 — PA Code / Title 13 / Chapter 26 / Section 2612
"Installment contract"; breach.
Status: in_force

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

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

(c) Breach.--Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments. Cross References. Section 2612 is referred to in sections 2103, 2601, 2616, 2703, 2711 of this title.
13 Pa.C.S. § 2318 — PA Code / Title 13 / Chapter 23 / Section 2318
Third party beneficiaries of warranties express or implied.
Status: in_force

The warranty of a seller whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.
13 Pa.C.S. § 12106 — PA Code / Title 13 / Chapter 121 / Section 12106
Discharge of account debtor on controllable account or controllable payment intangible.
Status: in_force

(a) Discharge of account debtor.--An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:

(1) the person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; or

(2) except as provided in subsection (b), a person that formerly had control of the controllable electronic record.

(b) Content and effect of notification.--Subject to subsection (d), the account debtor may not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:

(1) is signed by a person that formerly had control or the person to which control was transferred;

(2) reasonably identifies the controllable account or controllable payment intangible;

(3) notifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;

(4) identifies the transferee, in any reasonable way, including by name, identifying number, cryptographic key, office or account number; and

(5) provides a commercially reasonable method by which the account debtor is to pay the transferee.

(c) Discharge following effective notification.--After receipt of a notification that complies with subsection (b), the account debtor may discharge its obligation by paying in accordance with the notification and may not discharge the obligation by paying a person that formerly had control.

(d) When notification ineffective.--Subject to subsection

(h), notification is ineffective under subsection (b):

(1) unless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred;

(2) to the extent an agreement between the account debtor and seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than this division; or

(3) at the option of the account debtor, if the notification notifies the account debtor to:

(i) divide a payment;

(ii) make less than the full amount of an installment or other periodic payment; or

(iii) pay any part of a payment by more than one method or to more than one person.

(e) Proof of transfer of control.--Subject to subsection

(h), if requested by the account debtor, the person giving the notification under subsection (b) seasonably shall furnish reasonable proof, using the method in the agreement referred to in subsection (d)(1), that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection (b).

(f) What constitutes reasonable proof.--A person furnishes reasonable proof under subsection (e) that control has been transferred if the person demonstrates, using the method in the agreement referred to in subsection (d)(1), that the transferee has the power to:

(1) avail itself of substantially all the benefit from the controllable electronic record;

(2) prevent others from availing themselves of substantially all the benefit from the controllable electronic record; and

(3) transfer the powers specified in paragraphs (1) and

(2) to another person.

(g) Rights not waivable.--Subject to subsection (h), an account debtor may not waive or vary its rights under subsections (d)(1) and (e) or its option under subsection

(d)(3).

(h) Rule for individual under other law.--This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes. Cross References. Section 12106 is referred to in sections 9209, 12107 of this title.
13 Pa.C.S. § 4209 — PA Code / Title 13 / Chapter 42 / Section 4209
Encoding and retention warranties.
Status: in_force

(a) Encoding warranty.--A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor bank or other payor that the information is correctly encoded. If the customer of a depositary bank encodes, that bank also makes the warranty.

(b) Retention warranty.--A person who undertakes to retain an item pursuant to an agreement for electronic presentment warrants to any subsequent collecting bank and to the payor bank or other payor that retention and presentment of the item comply with the agreement. If a customer of a depositary bank undertakes to retain an item, that bank also makes this warranty.

(c) Measure of damages for breach of warranty.--A person to whom warranties are made under this section and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, plus expenses and loss of interest incurred as a result of the breach. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 added present section 4209 and renumbered former section 4209 to present section 4211.
13 Pa.C.S. § 9505 — PA Code / Title 13 / Chapter 95 / Section 9505
Filing and compliance with other statutes and treaties for consignments, leases, other bailments and other transactions.
Status: in_force

(a) Use of terms other than "debtor" and "secured party".--A consignor, lessor or other bailor of goods, a licensor or a buyer of a payment intangible or promissory note may file a

financing statement or may comply with a statute or treaty described in section 9311(a) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties), using the terms "consignor," "consignee," "lessor," "lessee," "bailor," "bailee," "licensor," "licensee," "owner," "registered owner," "buyer," "seller" or words of similar import, instead of the terms "secured party" and

"debtor."

(b) Effect of financing statement under subsection

(a).--This chapter applies to the filing of a financing statement under subsection (a) and, as appropriate, to compliance which is equivalent to filing a financing statement under section 9311(b), but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner or buyer which attaches to the collateral is perfected by the filing or compliance.
13 Pa.C.S. § 4A207 — PA Code / Title 13 / Chapter 4 / Section 4A207
Misdescription of beneficiary.
Status: in_force

(a) Reference to nonexistent or unidentifiable person or account.--Subject to subsection (b), if, in a payment order received by the beneficiary's bank, the name, bank account number or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur.

(b) Name and account number identify different persons.--If a payment order received by the beneficiary's bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply:

(1) Except as otherwise provided in subsection (c), if the beneficiary's bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary's bank need not determine whether the name and number refer to the same person.

(2) If the beneficiary's bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary's bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.

(c) Applicable rules when bank pays person identified by number.--If a payment order described in subsection (b) is accepted, the originator's payment order described the beneficiary inconsistently by name and number and the beneficiary's bank pays the person identified by number as permitted by subsection (b)(1), the following rules apply:

(1) If the originator is a bank, the originator is obliged to pay its order.

(2) If the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator's bank proves that the originator, before acceptance of the originator's order, had notice that payment of a payment order issued by the originator might be made by the beneficiary's bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary.

Proof of notice may be made by any admissible evidence. The originator's bank satisfies the burden of proof if it proves that the originator, before the payment order was accepted, signed a record stating the information to which the notice relates.

(d) When person identified by number not entitled to receive payment.--In a case governed by subsection (b)(1), if the beneficiary's bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows:

(1) If the originator is obliged to pay its payment order as stated in subsection (c), the originator has the right to recover.

(2) If the originator is not a bank and is not obliged to pay its payment order, the originator's bank has the right to recover. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (c)(2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 4A207 is referred to in section 4A402 of this title.
13 Pa.C.S. § 5109 — PA Code / Title 13 / Chapter 51 / Section 5109
Fraud and forgery.
Status: in_force

(a) Fraud and forgery generally.--If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:

(1) the issuer shall honor the presentation if honor is demanded by:

(i) a nominated person who has given value in good faith and without notice of forgery or material fraud;

(ii) a confirmer who has honored its confirmation in good faith;

(iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person; or

(iv) an assignee of the issuer's or nominated person's deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and

(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.

(b) Conditions for injunction.--If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:

(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;

(2) a beneficiary, issuer or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;

(3) all of the conditions to entitle a person to the relief under the law of this Commonwealth have been met; and

(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subsection (a)(1). 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 5109 is referred to in sections 2512, 5108, 5110, 5113, 9700 of this title.
13 Pa.C.S. § 2A505 — PA Code / Title 13 / Chapter 2 / Section 2A505
Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies.
Status: in_force

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

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

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

(d) Misrepresentation or fraud.--Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this division for default.

(e) Inconsistency of claim or remedy.--Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy. Cross References. Section 2A505 is referred to in sections 2A406, 2A508, 2A523 of this title.
13 Pa.C.S. § 9336 — PA Code / Title 13 / Chapter 93 / Section 9336
Commingled goods.
Status: in_force

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

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

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

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

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

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

(1) A security interest which is perfected under subsection (d) has priority over a security interest which is unperfected at the time the collateral becomes commingled goods.

(2) If more than one security interest is perfected under subsection (d), the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods. Cross References. Section 9336 is referred to in sections 9204, 9315 of this title.
13 Pa.C.S. § 2701 — PA Code / Title 13 / Chapter 27 / Section 2701
Remedies for breach of collateral contracts not impaired.
Status: in_force

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.
13 Pa.C.S. § 7204 — PA Code / Title 13 / Chapter 72 / Section 7204
Duty of care; contractual limitation of warehouse's liability.
Status: in_force

(a) Duty of care.--A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

(b) Contractual limitation.--Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse's liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse's liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.

(c) Claim presentation.--Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement. Cross References. Section 7204 is referred to in section 7202 of this title.
13 Pa.C.S. § 9524 — PA Code / Title 13 / Chapter 95 / Section 9524
Delay by filing office.
Status: in_force

Delay by the filing office beyond a time limit prescribed by this chapter is excused if:

(1) the delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment or other circumstances beyond control of the filing office; and

(2) the filing office exercises reasonable diligence under the circumstances.
13 Pa.C.S. § 2A520 — PA Code / Title 13 / Chapter 2 / Section 2A520
Lessee's incidental and consequential damages.
Status: in_force

(a) Incidental damages.--Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses or commissions in connection with effecting cover, and any other reasonable expense incident to the default.

(b) Consequential damages.--Consequential damages resulting from a lessor's default include:

(1) any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(2) injury to person or property proximately resulting from any breach of warranty. Cross References. Section 2A520 is referred to in section 2A508 of this title.
13 Pa.C.S. § 2A404 — PA Code / Title 13 / Chapter 2 / Section 2A404
Substituted performance.
Status: in_force

(a) Manner of delivery.--If, without fault of the lessee, the lessor and the supplier, the agreed berthing, loading or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted.

(b) Manner of payment.--If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:

(1) the lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and

(2) if delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive or predatory. Cross References. Section 2A404 is referred to in section 2A405 of this title.
13 Pa.C.S. § 2A205 — PA Code / Title 13 / Chapter 2 / Section 2A205
Firm offers.
Status: in_force

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. (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. § 5101 — PA Code / Title 13 / Chapter 51 / Section 5101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 5, Letters of Credit. 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 5101 is referred to in section 9700 of this title.
13 Pa.C.S. § 3116 — PA Code / Title 13 / Chapter 31 / Section 3116
Joint and several liability; contribution.
Status: in_force

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

(b) Contribution.--Except as provided in section 3419(e) (relating to instruments signed for accommodation) or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

(c) Discharge.--Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (b) of a party having the same joint and several liability to receive contribution from the party discharged.
13 Pa.C.S. § 30 — PA Code / Title 13 / Chapter 30 / Section 30
Rights and obligations under former bulk transfer provisions.
Status: in_force

Rights and obligations that arose under 13 Pa.C.S. Div. 6 (relating to bulk transfers) and 13 Pa.C.S. § 9111 (relating to applicability of bulk transfer laws) before their repeal remain valid and may be enforced as though those provisions had not been repealed.
13 Pa.C.S. § 9618 — PA Code / Title 13 / Chapter 96 / Section 9618
Rights and duties of certain secondary obligors.
Status: in_force

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

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

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

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

(b) Effect of assignment, transfer or subrogation.--An assignment, transfer or subrogation described in subsection

(a):

(1) is not a disposition of collateral under section 9610 (relating to disposition of collateral after default); and

(2) relieves the secured party of further duties under this division.
13 Pa.C.S. § 9519 — PA Code / Title 13 / Chapter 95 / Section 9519
Numbering, maintaining and indexing records; communicating information provided in records.
Status: in_force

(a) Filing office duties.--For each record filed in a filing office, the filing office shall:

(1) assign a unique number to the filed record;

(2) create a record which bears the number assigned to the filed record and the date and time of filing;

(3) maintain the filed record for public inspection; and

(4) index the filed record in accordance with subsections (c), (d) and (e).

(b) File number.--Except as provided in subsection (i), a file number assigned after January 1, 2002, must include a digit which:

(1) is mathematically derived from or related to the other digits of the file number; and

(2) aids the filing office in determining whether a number communicated as the file number includes a single digit or transpositional error.

(c) Indexing: general.--Except as otherwise provided in subsections (d) and (e), the filing office shall:

(1) index an initial financing statement according to the name of the debtor and index all filed records relating to the initial financing statement in a manner which associates with one another an initial financing statement and all filed records relating to the initial financing statement; and

(2) index a record which provides a name of a debtor which was not previously provided in the financing statement to which the record relates also according to the name which was not previously provided.

(d) Indexing: real-property-related financing statement.--If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index it:

(1) under the names of the debtor and of each owner of record shown on the financing statement as if they were the mortgagors under a mortgage of the real property described; and

(2) to the extent that the law of this Commonwealth provides for indexing of records of mortgages under the name of the mortgagee, under the name of the secured party as if the secured party were the mortgagee thereunder or, if indexing is by description, as if the financing statement were a record of a mortgage of the real property described.

(e) Indexing: real-property-related assignment.--If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index an assignment filed under section 9514(a) (relating to assignment reflected on initial financing statement) or an amendment filed under section 9514(b) (relating to assignment of filed financing statement):

(1) under the name of the assignor as grantor; and

(2) to the extent that the law of this Commonwealth provides for indexing a record of the assignment of a mortgage under the name of the assignee, under the name of the assignee.

(f) Retrieval and association capability.--The filing office shall maintain a capability:

(1) to retrieve a record by the name of the debtor and by the file number assigned to the initial financing statement to which the record relates; and

(2) to associate and retrieve with one another an initial financing statement and each filed record relating to the initial financing statement.

(g) Removal of debtor's name.--The filing office may not remove a debtor's name from the index until one year after the effectiveness of a financing statement naming the debtor lapses under section 9515 (relating to duration and effectiveness of financing statement; effect of lapsed financing statement) with respect to all secured parties of record.

(h) Timeliness of filing office performance.--Except as provided in subsection (i), the filing office shall perform the acts required by subsections (a) through (e) at the time and in the manner prescribed by filing-office rule but not later than five business days after the filing office receives the record in question.

(i) Inapplicability to real-property-related filing office.--Subsections (b) and (h) do not apply to a filing office described in section 9501(a)(1) (relating to filing offices). Cross References. Section 9519 is referred to in sections 9102, 9109, 9513, 9523 of this title.
13 Pa.C.S. § 2305 — PA Code / Title 13 / Chapter 23 / Section 2305
Open price term.
Status: in_force

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

(1) nothing is said as to price;

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

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

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

(c) Price not fixed through fault of party.--When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.

(d) Intent not to be bound without established price.--Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
13 Pa.C.S. § 2718 — PA Code / Title 13 / Chapter 27 / Section 2718
Liquidation or limitation of damages; deposits.
Status: in_force

(a) Liquidated damages in agreement.--Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.

(b) Right of buyer to restitution.--Where the seller justifiably withholds delivery of goods because of the breach of the buyer, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds:

(1) the amount to which the seller is entitled by virtue of terms liquidating the damages of the seller in accordance with subsection (a); or

(2) in the absence of such terms, 20% of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.

(c) Offset.--The right of the buyer to restitution under subsection (b) is subject to offset to the extent that the seller establishes:

(1) a right to recover damages under the provisions of this division other than subsection (a); and

(2) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.

(d) Payment in goods.--Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection

(b); but if the seller has notice of the breach of the buyer before reselling goods received in part performance, his resale is subject to the conditions laid down in this division on resale by an aggrieved seller (section 2706). Cross References. Section 2718 is referred to in sections 2316, 2601, 2719 of this title.
13 Pa.C.S. § 4108 — PA Code / Title 13 / Chapter 41 / Section 4108
Time of receipt of items.
Status: in_force

(a) Cutoff hour for handling and book entries.--For the purpose of allowing time to process items, prove balances and make the necessary entries on its books to determine its position for the day, a bank may fix an afternoon hour of 2 p.m. or later as a cutoff hour for the handling of money and items and the making of entries on its books.

(b) Items or deposits received after cutoff hour.--An item or deposit of money received on any day after a cutoff hour so fixed or after the close of the banking day may be treated as being received at the opening of the next banking day. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended and renumbered former section 4107 to present section 4108 and renumbered former section 4108 to present section 4109.
13 Pa.C.S. § 9513 — PA Code / Title 13 / Chapter 95 / Section 9513
Termination statement.
Status: in_force

(a) Consumer goods.--A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and:

(1) there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value; or

(2) the debtor did not authorize the filing of the initial financing statement.

(b) Time for compliance with subsection (a).--To comply with subsection (a), a secured party shall cause the secured party of record to file the termination statement:

(1) within one month after there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value; or

(2) if earlier, within 20 days after the secured party receives a signed demand from a debtor.

(c) Other collateral.--In cases not governed by subsection

(a), within 20 days after a secured party receives a signed demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:

(1) except in the case of a financing statement covering accounts or chattel paper which has been sold or goods which are the subject of a consignment, there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value;

(2) the financing statement covers accounts or chattel paper which has been sold but as to which the account debtor or other person obligated has discharged its obligation;

(3) the financing statement covers goods which were the subject of a consignment to the debtor but are not in the debtor's possession; or

(4) the debtor did not authorize the filing of the initial financing statement.

(d) Effect of filing termination statement.--Except as otherwise provided in section 9510 (relating to effectiveness of filed record), upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective. Except as otherwise provided in section 9510, for purposes of sections 9519(g) (relating to removal of debtor's name), 9522(a) (relating to post-lapse maintenance and retrieval of information) and 9523(c) (relating to communication of requested information), the filing with the filing office of a termination statement relating to a financing statement which indicates that the debtor is a transmitting utility also causes the effectiveness of the financing statement to lapse. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (b) and (c). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9513 is referred to in sections 9315, 9509, 9518, 9625 of this title.
13 Pa.C.S. § 3.1 — PA Code / Title 13 / Chapter 3 / Section 3.1
Temporary fee schedule.
Status: in_force

The Department of State is authorized to prescribe a fee schedule to implement 13 Pa.C.S. § 9525. The following apply to the fee schedule:

(1) The fee schedule shall be published in the Pennsylvania Bulletin.

(2) The fee schedule is not a regulation and is not subject to:

(i) section 612 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929;

(ii) the act of July 31, 1968 (P.L.769, No.240), referred to as the Commonwealth Documents Law;

(iii) section 204(b) of the act of October 15, 1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act; or

(iv) the act of June 25, 1982 (P.L.633, No.181), known as the Regulatory Review Act.

(3) The fee schedule shall expire on the earlier of:

(i) September 30, 2001; or

(ii) the effective date of regulations promulgated under 13 Pa.C.S. § 9525(d). Explanatory Note. Act 34 amended Title 15.

2008, APRIL 16, P.L.57, NO.13
13 Pa.C.S. § 4303 — PA Code / Title 13 / Chapter 43 / Section 4303
When items subject to notice, stop-payment order, legal process or set-off; order in which items may be charged or certified.
Status: in_force

(a) When items subject to knowledge, notice, stop-payment order, legal process or set-off.--Any knowledge, notice or stop-payment order received by, legal process served upon or set-off exercised by a payor bank comes too late to terminate, suspend or modify the right or duty of the bank to pay an item or to charge the account of its customer for the item if the knowledge, notice, stop-payment order or legal process is received or served and a reasonable time for the bank to act thereon expires or the set-off is exercised after the earliest of the following:

(1) The bank accepts or certifies the item.

(2) The bank pays the item in cash.

(3) The bank settles for the item without having a right to revoke the settlement under statute, clearinghouse rule or agreement.

(4) The bank becomes accountable for the amount of the item under section 4302 (relating to responsibility of payor bank for late return of item).

(5) With respect to checks, a cutoff hour no earlier than one hour after the opening of the next banking day after the banking day on which the bank received the check and no later than the close of that next banking day or, if no cutoff hour is fixed, the close of the next banking day after the banking day on which the bank received the check.

(b) Order in which items may be accepted, paid, certified or charged.--Subject to subsection (a), items may be accepted, paid, certified or charged to the indicated account of its customer in any order. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4303 is referred to in sections 4401, 4403 of this title.
13 Pa.C.S. § 3605 — PA Code / Title 13 / Chapter 36 / Section 3605
Discharge of indorsers and accommodation parties.
Status: in_force

(a) Definition.--As used in this section, the term "indorser" includes a drawer having the obligation described in section 3414(d) (relating to obligation of drawer).

(b) Effect of discharge in certain situation.--Discharge, under section 3604 (relating to discharge by cancellation or renunciation), of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation party having a right of recourse against the discharged party.

(c) Agreement to extension of due date.--If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an indorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the indorser or accommodation party proves that the extension caused loss to the indorser or accommodation party with respect to the right of recourse.

(d) Agreement to material modification.--If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an indorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the indorser or accommodation party with respect to the right of recourse. The loss suffered by the indorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.

(e) Impairment of collateral; discharge of indorser or accommodation party.--If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an indorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge or the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.

(f) Impairment of collateral; discharge of party jointly and severally liable.--If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection (e), the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.

(g) Impairing value of an interest in collateral.--Under subsection (e) or (f), impairing value of an interest in collateral includes:

(1) failure to obtain or maintain perfection or recordation of the interest in collateral;

(2) release of collateral without substitution of collateral of equal value;

(3) failure to perform a duty to preserve the value of collateral owed, under Division 9 (relating to secured transactions) or other law, to a debtor or surety or other person secondarily liable; or

(4) failure to comply with applicable law in disposing of collateral.

(h) Accommodation party not discharged in certain circumstances.--An accommodation party is not discharged under subsection (c), (d) or (e) unless the person entitled to enforce the instrument knows of the accommodation or has notice under section 3419(c) (relating to instruments signed for accommodation) that the instrument was signed for accommodation.

(i) Other limitations on discharge.--A party is not discharged under this section if:

(1) the party asserting discharge consents to the event or conduct that is the basis of the discharge; or

(2) the instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral. Cross References. Section 3605 is referred to in section 3419 of this title. DIVISION 4 BANK DEPOSITS AND COLLECTIONS Chapter 41. General Provisions and Definitions 42. Collection of Items: Depositary and Collecting Banks 43. Collection of Items: Payor Banks 44. Relationship Between Payor Bank and Its Customer 45. Collection of Documentary Drafts Enactment. Division 4 was added November 1, 1979, P.L.255, No.86, effective January 1, 1980.
13 Pa.C.S. § 9800 — PA Code / Title 13 / Chapter 98 / Section 9800
Definitions.
Status: in_force

The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

"2013 Revision." The amendments which:

(1) affect this division; and

(2) are made by the act of June 27, 2013 (P.L.154, No.30), entitled "An act amending Titles 13 (Commercial Code), 30 (Fish) and 75 (Vehicles) of the Pennsylvania Consolidated Statutes, revising secured transaction provisions relating to definitions, to control of electronic chattel paper, to location of debtor, to perfection of security interests in property subject to certain statutes, regulations and treaties, to continued perfection of security interest following change in governing law, to interests which take priority over or take free of security interest or agricultural lien, to priority of security interests created by new debtor, 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, to restrictions on assignment of promissory notes, health-care-insurance receivables and certain general intangibles ineffective, to contents of financing statement, record of mortgage as financing statement, time of filing financing statement, to name of debtor and secured party, to effect of certain events on effectiveness of financing statement, to duration and effectiveness of financing statement, effect of lapsed financing statement, to what constitutes filing, effectiveness of filing, to claim concerning inaccurate or wrongfully filed record and to collection and enforcement by secured party; providing for transition provisions for 2013 amendments; imposing duties upon the Department of State and the Department of Transportation; and making editorial changes."
13 Pa.C.S. § 8201 — PA Code / Title 13 / Chapter 82 / Section 8201
Issuer.
Status: in_force

(a) General rule.--With respect to an obligation on or a defense to a security, an "issuer" includes a person that:

(1) places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, participation or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;

(2) creates a share, participation or other interest in its property or in an enterprise or undertakes an obligation, that is an uncertificated security;

(3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or

(4) becomes responsible for or in place of another person described as an issuer in this section.

(b) Guarantor.--With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its

guaranty, whether or not its obligation is noted on a security certificate.

(c) Person for whom transfer books maintained.--With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained. Cross References. Section 8201 is referred to in sections 8102, 9102 of this title.
13 Pa.C.S. § 2107 — PA Code / Title 13 / Chapter 21 / Section 2107
Goods to be severed from realty: recording.
Status: in_force

(a) Minerals and structures.--A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this division if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.

(b) Other property severable without material harm.--A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (a) or of timber to be cut is a contract for the sale of goods within this division whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

(c) Recording.--The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the rights of the buyer under the contract for sale. (Nov. 26, 1982, P.L.696, No.201, eff. 180 days) Cross References. Section 2107 is referred to in section 2105 of this title.
13 Pa.C.S. § 9316 — PA Code / Title 13 / Chapter 93 / Section 9316
Effect of change in governing law.
Status: in_force

(a) General rule: effect on perfection of change in governing law.--A security interest perfected pursuant to the law of the jurisdiction designated in section 9301(a) (relating to general rule: location of debtor), 9305(c) (relating to when perfection governed by law of jurisdiction where debtor located), 9306.1(d) (relating to law governing perfection and priority of security interests in chattel paper) or 9306.2(b) (relating to law governing perfection and priority of security interests in controllable accounts, controllable electronic records and controllable payment intangibles) remains perfected until the earliest of:

(1) the time perfection would have ceased under the law of that jurisdiction;

(2) the expiration of four months after a change of the debtor's location to another jurisdiction; or

(3) the expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.

(b) Security interest perfected or unperfected under law of new jurisdiction.--If a security interest described in subsection (a) becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(c) Possessory security interest in collateral moved to new jurisdiction.--A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:

(1) the collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;

(2) thereafter the collateral is brought into another jurisdiction; and

(3) upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.

(d) Goods covered by certificate of title from the Commonwealth.--Except as otherwise provided in subsection (e), a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from the Commonwealth remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.

(e) When subsection (d) security interest becomes unperfected against purchasers.--A security interest described in subsection (d) becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under section 9311(b) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties) or 9313 (relating to when possession by or delivery to secured party perfects security interest without filing) are not satisfied before the earlier of:

(1) the time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from the Commonwealth; or

(2) the expiration of four months after the goods had become so covered.

(f) Change in jurisdiction of chattel paper, controllable electronic record, bank, issuer, nominated person, securities intermediary or commodity intermediary.--A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights or investment property which is perfected under the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's

jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction or the commodity intermediary's jurisdiction, as applicable, remains perfected until the earlier of:

(1) the time the security interest would have become unperfected under the law of that jurisdiction; or

(2) the expiration of four months after a change of the applicable jurisdiction to another jurisdiction.

(g) Subsection (f) security interest perfected or unperfected under law of new jurisdiction.--If a security interest described in subsection (f) becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(h) Effect on filed financing statement of change in governing law.--The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction:

(1) A financing statement filed before the change pursuant to the law of the jurisdiction designated in section 9301(a) or 9305(c) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.

(2) If a security interest perfected by a financing statement that is effective under paragraph (1) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in section 9301(a) or 9305(c) or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(i) Effect of change in governing law on financing statement filed against original debtor.--If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in section 9301(a) or 9305(c) and the new debtor is located in another jurisdiction, the following rules apply:

(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 attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.

(2) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in section 9301(a) or 9305(c) or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become

perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. (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 amended subsecs. (a) and (f). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Amendment. Act 30 amended the section heading and added subsecs. (h) and (i). Cross References. Section 9316 is referred to in sections 9308, 9310, 9311, 9313, 9320, 9326 of this title; section 5323 of Title 30 (Fish); sections 1137, 7712.8 of Title 75 (Vehicles).
13 Pa.C.S. § 8202 — PA Code / Title 13 / Chapter 82 / Section 8202
Issuer's responsibility and defenses; notice of defect or defense.
Status: in_force

(a) Terms included in certificated security.--Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security is issued.

(b) Defect affecting validity of security.--The following rules apply if an issuer asserts that a security is not valid:

(1) A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.

(2) Paragraph (1) applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.

(c) Lack of genuineness as complete defense.--Except as otherwise provided in section 8205 (relating to effect of unauthorized signature on security certificate), lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.

(d) Defenses ineffective against purchaser for value without notice.--All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.

(e) Right to cancel certain contracts unaffected.--This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.

(f) When security held by securities intermediary.--If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
13 Pa.C.S. § 2A217 — PA Code / Title 13 / Chapter 2 / Section 2A217
Identification.
Status: in_force

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

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

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

(3) when the young are conceived, if the lease contract is for a lease of unborn young of animals. Cross References. Section 2A217 is referred to in section 2A522 of this title.
13 Pa.C.S. § 9337 — PA Code / Title 13 / Chapter 93 / Section 9337
Priority of security interests in goods covered by certificate of title.
Status: in_force

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

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

(2) the security interest is subordinate to a conflicting security interest in the goods which attaches, and is perfected under section 9311(b) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties), after issuance of the certificate and without the conflicting secured party's knowledge of the security interest.
13 Pa.C.S. § 5110 — PA Code / Title 13 / Chapter 51 / Section 5110
Warranties.
Status: in_force

(a) Warranties generally.--If its presentation is honored, the beneficiary warrants:

(1) to the issuer, any other person to whom presentation is made and the applicant that there is no fraud or forgery of the kind described in section 5109(a) (relating to fraud and forgery generally); and

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

(b) Warranties arising under other divisions.--The warranties in subsection (a) are in addition to warranties arising under Divisions 3 (relating to negotiable instruments), 4 (relating to bank deposits and collections), 7 (relating to warehouse receipts, bills of lading and other documents of title) and 8 (relating to investment securities) because of the presentation or transfer of documents covered by any of those divisions. 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 5110 is referred to in sections 5108, 9700 of this title.
13 Pa.C.S. § 9314.1 — PA Code / Title 13 / Chapter 93 / Section 9314.1
Perfection by possession and control of chattel paper.
Status: in_force

(a) Perfection by possession and control.--A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper.

(b) Time of perfection; continuation of perfection.--A security interest is perfected under subsection (a) not earlier than the time the secured party takes possession and obtains control and remains perfected under subsection (a) only while the secured party retains possession and control.

(c) Application of section 9313 to perfection by possession of chattel paper.--Section 9313(c), (f), (g), (h) and (i) (relating to when possession by or delivery to secured party perfects security interest without filing) applies to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added section 9314.1. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9314.1 is referred to in sections 9203, 9306.1, 9310 of this title.
13 Pa.C.S. § 9107 — PA Code / Title 13 / Chapter 91 / Section 9107
Control of letter-of-credit right.
Status: in_force

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under section 5114(c) (relating to recognition of assignment of proceeds) or otherwise applicable law or practice. Cross References. Section 9107 is referred to in sections 9203, 9207, 9208, 9314, 9329, 9601 of this title.
13 Pa.C.S. § 2712 — PA Code / Title 13 / Chapter 27 / Section 2712
"Cover"; procurement by buyer of substitute goods.
Status: in_force

(a) Right and manner of cover.--After a breach within section 2711 (relating to remedies of buyer in general; security interest of buyer in rejected goods) the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(b) Damages recoverable.--The buyer may recover from the seller as damages the difference between the cost of cover and the contract price, together with any incidental or consequential damages as defined in section 2715 (relating to incidental and consequential damages of buyer) but less expenses saved in consequence of the breach by the seller.

(c) Other remedies unaffected by failure to cover.--Failure of the buyer to effect cover within this section does not bar him from any other remedy. Cross References. Section 2712 is referred to in sections 2103, 2711 of this title.
13 Pa.C.S. § 9321 — PA Code / Title 13 / Chapter 93 / Section 9321
Licensee of general intangible and lessee of goods in ordinary course of business.
Status: in_force

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

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

(c) Rights of lessee in ordinary course of business.--A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor even if the security interest is perfected and the lessee knows of its existence. Cross References. Section 9321 is referred to in sections 2A307, 7209, 7503, 9317 of this title.
13 Pa.C.S. § 8504 — PA Code / Title 13 / Chapter 85 / Section 8504
Duty of securities intermediary to maintain financial asset.
Status: in_force

(a) General rule.--A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.

(b) Grant of security interest in financial asset.--Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (a).

(c) Satisfaction of duty under subsection (a).--A securities intermediary satisfies the duty in subsection (a) 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 obtain and maintain the financial asset.

(d) Application to clearing corporations.--This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements. Cross References. Section 8504 is referred to in sections 8503, 8509 of this title.
13 Pa.C.S. § 4104 — PA Code / Title 13 / Chapter 41 / Section 4104
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:

"Account." Any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft or like account, other than an account evidenced by a certificate of deposit.

"Afternoon." The period of a day between noon and midnight.

"Banking day." The part of a day on which a bank is open to the public for carrying on substantially all of its banking functions.

"Clearinghouse." An association of banks or other payors regularly clearing items.

"Customer." A person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank.

"Documentary draft." A draft to be presented for acceptance or payment if specified documents, certificated securities (section 8102) or instructions for uncertificated securities (section 8102) or other certificates, statements or the like are to be received by the drawee or other payor before acceptance or payment of the draft.

"Draft." A draft as defined in section 3104 (relating to negotiable instrument) or an item, other than an instrument, that is an order.

"Drawee." A person ordered in a draft to make payment.

"Item." An instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Division 4A (relating to funds transfers) or a credit or debit card slip.

"Midnight deadline." With respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later.

"Settle." To pay in cash, by clearinghouse settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final.

"Suspends payments." With respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over or that it ceases or refuses to make payments in the ordinary course of business.

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

"Agreement for electronic presentment." Section 4110.

"Bank." Section 4105.

"Collecting bank." Section 4105.

"Depositary bank." Section 4105.

"Intermediary bank." Section 4105.

"Payor bank." Section 4105.

"Presenting bank." Section 4105.

"Presentment notice." Section 4110.

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

"Acceptance." Section 3409.

"Alteration." Section 3407.

"Cashier's check." Section 3104.

"Certificate of deposit." Section 3104.

"Certified check." Section 3409.

"Check." Section 3104.

"Control." Section 7106.

"Good faith." (Deleted by amendment).

"Holder in due course." Section 3302.

"Instrument." Section 3104.

"Notice of dishonor." Section 3503.

"Order." Section 3103.

"Ordinary care." Section 3103.

"Person entitled to enforce." Section 3301.

"Presentment." Section 3501.

"Promise." Section 3103.

"Prove." Section 3103.

"Teller's check." Section 3104.

"Unauthorized signature." Section 3403.

(d) Applicability of general definitions and principles.--In addition Division 1 contains general definitions and principles of construction and interpretation applicable throughout this division. (July 9, 1992, P.L.507, No.97, eff. one year; May 22, 1996, P.L.248, No.44, eff. 180 days; Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 deleted the def. of "good faith" and added the def. of "control" in subsec. (c). 1996 Amendment. Act 44 amended subsec. (a). Cross References. Section 4104 is referred to in sections 3103, 4A105, 9102 of this title.
13 Pa.C.S. § 9601 — PA Code / Title 13 / Chapter 96 / Section 9601
Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes.
Status: in_force

(a) Rights of secured party after default.--After default, a secured party has the rights provided in this chapter and, except as otherwise provided in section 9602 (relating to waiver and variance of rights and duties), those provided by agreement of the parties. A secured party:

(1) may reduce a claim to judgment, foreclose or otherwise enforce the claim, security interest or agricultural lien by any available judicial procedure; and

(2) if the collateral is documents, may proceed either as to the documents or as to the goods they cover.

(b) Rights and duties of secured party in possession or control.--A secured party in 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) has the rights and duties provided in section 9207 (relating to rights and duties of secured party having possession or control of collateral).

(c) Rights cumulative; simultaneous exercise.--The rights under subsections (a) and (b) are cumulative and may be exercised simultaneously.

(d) Rights of debtor and obligor.--Except as otherwise provided in subsection (g) and section 9605 (relating to unknown debtor or secondary obligor), after default, a debtor and an obligor have the rights provided in this chapter and by agreement of the parties.

(e) Lien of levy after judgment.--If a secured party has reduced its claim to judgment, the lien of any levy which may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:

(1) the date of perfection of the security interest or agricultural lien in the collateral;

(2) the date of filing a financing statement covering the collateral; or

(3) any date specified in a statute under which the agricultural lien was created.

(f) Execution sale.--A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this division.

(g) Consignor or buyer of certain rights to payment.--Except as otherwise provided in section 9607(c) (relating to

commercially reasonable collection and enforcement), this chapter imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles or promissory notes. (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). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 7303 — PA Code / Title 13 / Chapter 73 / Section 7303
Diversion; reconsignment; change of instructions.
Status: in_force

(a) Proper instruction.--Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from:

(1) the holder of a negotiable bill;

(2) the consignor on a nonnegotiable bill even if the consignee has given contrary instructions;

(3) the consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or

(4) the consignee on a nonnegotiable bill if the consignee is entitled as against the consignor to dispose of the goods.

(b) Original terms.--Unless instructions described in subsection (a) are included in a negotiable bill of lading, a person to which the bill is duly negotiated may hold the bailee according to the original terms. Cross References. Section 7303 is referred to in section 7403 of this title.
13 Pa.C.S. § 2A311 — PA Code / Title 13 / Chapter 2 / Section 2A311
Priority subject to subordination.
Status: in_force

Nothing in this division prevents subordination by agreement by any person entitled to priority.
13 Pa.C.S. § 2613 — PA Code / Title 13 / Chapter 26 / Section 2613
Casualty to identified goods.
Status: in_force

Where the contract requires for its performance goods identified when the contract is made and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (section 2324) then:

(1) if the loss is total the contract is avoided; and

(2) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided, or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller. Cross References. Section 2613 is referred to in section 2324 of this title.
13 Pa.C.S. § 1103 — PA Code / Title 13 / Chapter 11 / Section 1103
Construction of title to promote its purposes and policies; applicability of supplemental principles of law.
Status: in_force

(a) Liberal construction.--This title must be liberally construed and applied to promote its underlying purposes and policies, which are:

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

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

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

(b) Law and equity.--Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy and other validating or invalidating cause, supplement its provisions.
13 Pa.C.S. § 7201 — PA Code / Title 13 / Chapter 72 / Section 7201
Person that may issue a warehouse receipt; storage under bond.
Status: in_force

(a) Issuer.--A warehouse receipt may be issued by any warehouse.

(b) Storage under bond.--If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse. Cross References. Section 7201 is referred to in section 9102 of this title.
13 Pa.C.S. § 2A219 — PA Code / Title 13 / Chapter 2 / Section 2A219
Risk of loss.
Status: in_force

(a) General rule.--Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.

(b) Time of passage to lessee.--Subject to the provisions of this division on the effect of default on risk of loss (section 2A220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:

(1) If the lease contract requires or authorizes the goods to be shipped by carrier:

(i) and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but

(ii) if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.

(2) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.

(3) In any case not within paragraph (1) or (2), the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor or, in the case of a finance lease, the supplier is a merchant; otherwise, the risk passes to the lessee on tender of delivery. Cross References. Section 2A219 is referred to in sections 2A221, 2A529 of this title.
13 Pa.C.S. § 8502 — PA Code / Title 13 / Chapter 85 / Section 8502
Assertion of adverse claim against entitlement holder.
Status: in_force

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under section 8501 (relating to securities account; acquisition of security entitlement from securities intermediary) for value and without notice of the adverse claim. Cross References. Section 8502 is referred to in section 8510 of this title.
13 Pa.C.S. § 2A104 — PA Code / Title 13 / Chapter 2 / Section 2A104
Leases subject to other law.
Status: in_force

(a) General rule.--A lease, although subject to this division, is also subject to any applicable:

(1) certificate of title statute of this Commonwealth;

(2) certificate of title statute of another jurisdiction (section 2A105); or

(3) consumer protection statute of this Commonwealth.

(b) Conflict between division and statute.--In case of conflict between this division, other than sections 2A105 (relating to territorial application of division to goods

covered by certificate of title), 2A304(c) (relating to subsequent lease of goods by lessor) and 2A305(c) (relating to sale or sublease of goods by lessee), and a statute referred to in subsection (a), the statute controls.

(c) Noncompliance with applicable law.--Failure to comply with an applicable law has only the effect specified therein.
13 Pa.C.S. § 7502 — PA Code / Title 13 / Chapter 75 / Section 7502
Rights acquired by due negotiation.
Status: in_force

(a) Rights.--Subject to sections 7205 (relating to title under warehouse receipt defeated in certain cases) and 7503 (relating to document of title to goods defeated in certain cases), a holder to which a negotiable document of title has been duly negotiated acquires thereby all of the following:

(1) Title to the document.

(2) Title to the goods.

(3) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued.

(4) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this division. In the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order, and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.

(b) Effect of stoppage or surrender.--Subject to section 7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:

(1) the due negotiation or any prior due negotiation constituted a breach of duty;

(2) any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion; or

(3) a previous sale or other transfer of the goods or document has been made to a third person.
13 Pa.C.S. § 2A220 — PA Code / Title 13 / Chapter 2 / Section 2A220
Effect of default on risk of loss.
Status: in_force

(a) Default by lessor.--Where risk of loss is to pass to the lessee and the time of passage is not stated:

(1) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor or, in the case of a finance lease, the supplier until cure or acceptance.

(2) If the lessee rightfully revokes acceptance, he, to the extent of any deficiency in his effective insurance

coverage, may treat the risk of loss as having remained with the lessor from the beginning.

(b) Default by lessee.--Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor or, in the case of a finance lease, the supplier, to the extent of any deficiency in his effective insurance coverage, may treat the risk of loss as resting on the lessee for a commercially reasonable time. Cross References. Section 2A220 is referred to in section 2A219 of this title.
13 Pa.C.S. § 4501 — PA Code / Title 13 / Chapter 45 / Section 4501
Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.
Status: in_force

A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 12102 — PA Code / Title 13 / Chapter 121 / Section 12102
Definitions.
Status: in_force

(a) Definitions.--In this division: "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under section 12105 (relating to control of controllable electronic record). The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, investment property, a transferable record or an electronic record that is currently authorized or adopted by a domestic or foreign government and is not a medium of exchange that was recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by a government. "Qualifying purchaser" means a purchaser of a controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record. "Transferable record" has the meaning provided for that term in:

(1) Section 201(a)(1) of the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7021(a)(1)); or

(2) Section 312(f) of the act of December 16, 1999 (P.L.971, No.69), known as the Electronic Transactions Act. "Value" has the meaning provided in section 3303(a) (relating to value and consideration), as if references in that subsection to an "instrument" were references to a controllable account, controllable electronic record or controllable payment intangible.

(b) Definitions in Division 9.--The definitions in Division 9 (relating to secured transactions) of "account debtor," "chattel paper," "controllable account," "controllable payment intangible," "deposit account" and "investment property" apply to this division.

(c) Definitions and principles in Division 1.--Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division. Cross References. Section 12102 is referred to in sections 8102, 9102, 91102 of this title.
13 Pa.C.S. § 3207 — PA Code / Title 13 / Chapter 32 / Section 3207
Reacquisition.
Status: in_force

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel indorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the

instrument. An indorser whose indorsement is canceled is discharged, and the discharge is effective against any subsequent holder. Cross References. Section 3207 is referred to in section 3103 of this title.
13 Pa.C.S. § 3412 — PA Code / Title 13 / Chapter 34 / Section 3412
Obligation of issuer of note or cashier's check.
Status: in_force

The issuer of a note or cashier's check or other draft drawn on the drawer is obliged to pay the instrument according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or if the issuer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 3115 (relating to incomplete instrument) and 3407 (relating to alteration). The obligation is owed to a person entitled to enforce the instrument or to an indorser who paid the instrument under section 3415 (relating to obligation of indorser).
13 Pa.C.S. § 2A509 — PA Code / Title 13 / Chapter 2 / Section 2A509
Lessee's rights on improper delivery; rightful rejection.
Status: in_force

(a) General rule.--Subject to the provisions of section 2A510 (relating to installment lease contracts: rejection and default) on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit or units and reject the rest of the goods.

(b) Effectiveness of rejection.--Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the lessee seasonably notifies the lessor. Cross References. Section 2A509 is referred to in sections 2A508, 2A515 of this title.
13 Pa.C.S. § 7301 — PA Code / Title 13 / Chapter 73 / Section 7301
Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load and count"; improper handling.
Status: in_force

(a) Liability.--A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity or condition or the receipt or description is qualified by "contents or condition of contents of packages unknown," "said to contain," "shipper's weight, load and count" or words of similar import, if that indication is true.

(b) Package count.--If goods are loaded by the issuer of the bill of lading:

(1) the issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; and

(2) words such as "shipper's weight, load and count," or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed by packages.

(c) Kind and quantity.--If bulk goods are loaded by a shipper that makes available to the issuer of the bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper's request in a record to do so. In that case, "shipper's weight" or words of similar import are ineffective.

(d) Deference to shipper.--The issuer of a bill of lading, by including in the bill of lading the words "shipper's weight, load and count," or words of similar import, may indicate that the goods were loaded by the shipper; and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.

(e) Accuracy guaranteed.--A shipper guarantees to the issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of indemnity does not limit its responsibility or liability under the contract of carriage to any person other than the shipper.
13 Pa.C.S. § 2715 — PA Code / Title 13 / Chapter 27 / Section 2715
Incidental and consequential damages of buyer.
Status: in_force

(a) Incidental damages.--Incidental damages resulting from the breach of the seller include:

(1) expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected;

(2) any commercially reasonable charges, expenses or commissions in connection with effecting cover; and

(3) any other reasonable expense incident to the delay or other breach.

(b) Consequential damages.--Consequential damages resulting from the breach of the seller include:

(1) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(2) injury to person or property proximately resulting from any breach of warranty. Cross References. Section 2715 is referred to in sections 2712, 2713, 2714 of this title.
13 Pa.C.S. § 2A304 — PA Code / Title 13 / Chapter 2 / Section 2A304
Subsequent lease of goods by lessor.
Status: in_force

(a) General rule.--Subject to section 2A303 (relating to alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights), a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (b) and section 2A527(d) (relating to lessor's rights to dispose of goods), takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:

(1) the lessor's transferor was deceived as to the identity of the lessor;

(2) the delivery was in exchange for a check which is later dishonored;

(3) it was agreed that the transaction was to be a "cash sale"; or

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

(b) Merchants regularly dealing in goods.--A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor's and the existing lessee's rights to the goods, and takes free of the existing lease contract.

(c) Goods covered by certificate of title.--A subsequent lessee from the lessor of goods that are subject to an existing

lease contract and are covered by a certificate of title issued under a statute of this Commonwealth or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute. Cross References. Section 2A304 is referred to in sections 2A104, 2A105, 7209, 7503 of this title.
13 Pa.C.S. § 4 — PA Code / Title 13 / Chapter 4 / Section 4
Transition provision on changes of place of filing.
Status: in_force

(a) Financing statements filed prior to this act.--A financing statement or continuation statement filed prior to the effective date of this act which shall not have lapsed prior to that date shall remain effective for the period provided prior thereto, but not less than five years after the filing.

(b) Collateral acquired subsequent to this act.--With respect to any collateral acquired by the debtor subsequent to the effective date of this act, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office that would be appropriate to perfect the security interests in the new collateral after the effective date of this act.

(c) Continuation.--The effectiveness of any financing statement or continuation statement filed prior to the effective date of this act may be continued by a continuation statement as permitted in this act, except that if filing is in an office where there was no previous financing statement required, a new financing statement conforming to section 5 shall be filed in that office.

(d) Mortgage as fixture filing.--If the record of a mortgage of real estate would have been effective as a fixture filing of goods described therein if this act had been in effect on the date of recording the mortgage, the mortgage shall be deemed effective as a fixture filing as to such goods under 13 Pa.C.S. § 9402(f) (relating to mortgage as financing statement) as revised by this act.
13 Pa.C.S. § 9317 — PA Code / Title 13 / Chapter 93 / Section 9317
Interests which take priority over or take free of security interest or agricultural lien.
Status: in_force

(a) Conflicting security interests and rights of lien creditors.--A security interest or agricultural lien is subordinate to the rights of all of the following:

(1) A person entitled to priority under section 9322 (relating to priorities among conflicting security interests in and agricultural liens on same collateral).

(2) Except as otherwise provided in subsection (e), a person that becomes a lien creditor before the earlier of the time:

(i) the security interest or agricultural lien is perfected; or

(ii) one of the conditions specified in section 9203(b)(3) (relating to enforceability) is met and a financing statement covering the collateral is filed.

(b) Buyers that receive delivery.--Except as otherwise provided in subsection (e), a buyer, other than a secured party, of goods, instruments, tangible documents or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(c) Lessees that receive delivery.--Except as otherwise provided in subsection (e), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(d) Licensees and buyers of certain collateral.--Subject to subsections (f), (g), (h) and (i), a licensee of a general intangible or a buyer, other than a secured party, of collateral other than goods, instruments, tangible documents or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.

(e) Purchase-money security interest.--Except as otherwise provided in sections 9320 (relating to buyer of goods) and 9321 (relating to licensee of general intangible and lessee of goods in ordinary course of business), if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee or lien creditor which arise between the time the security interest attaches and the time of filing.

(f) Buyers of chattel paper.--A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and:

(1) receives delivery of each authoritative tangible copy of the record evidencing the chattel paper; and

(2) if each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under section 9105 (relating to control of electronic copy of record evidencing chattel paper), obtains control of each authoritative electronic copy.

(g) Buyers of electronic documents.--A buyer of an electronic document takes free of a security interest if,

without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under section 7106 (relating to control of electronic document of title), obtains control of each authoritative electronic copy.

(h) Buyers of controllable electronic records.--A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.

(i) Buyers of controllable accounts and controllable payment intangibles.--A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; 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 amended subsecs. (b) and (d) and added subsecs. (f), (g), (h) and (i). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9317 is referred to in section 2A307 of this title.
13 Pa.C.S. § 2A215 — PA Code / Title 13 / Chapter 2 / Section 2A215
Cumulation and conflict of warranties express or implied.
Status: in_force

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

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

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

(3) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
13 Pa.C.S. § 9304 — PA Code / Title 13 / Chapter 93 / Section 9304
Law governing perfection and priority of security interests in deposit accounts.
Status: in_force

(a) Law of bank's jurisdiction governs.--The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a deposit account maintained with that bank even

if the transaction does not bear any relation to the bank's jurisdiction.

(b) Bank's jurisdiction.--The following rules determine a bank's jurisdiction for purposes of this chapter:

(1) If an agreement between the bank and its customer governing the deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction for purposes of this chapter or this division, that jurisdiction is the bank's jurisdiction.

(2) If paragraph (1) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank's jurisdiction.

(4) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer's account is located.

(5) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction in which the chief executive office of the bank is located. (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. (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 subsec. (b)(1). Cross References. Section 9304 is referred to in section 9301 of this title.
13 Pa.C.S. § 2723 — PA Code / Title 13 / Chapter 27 / Section 2723
Proof of market price: time and place.
Status: in_force

(a) Determination of market price generally.--If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 2708 or 2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.

(b) Other evidence available.--If evidence of a price prevailing at the times or places described in this division is not readily available the price prevailing within any reasonable time before or after the time described or at any other place 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 cost of transporting the goods to or from such other place.

(c) Admissibility of other relevant evidence.--Evidence of a relevant price prevailing at a time or place other than the one described in this division offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise. Cross References. Section 2723 is referred to in sections 2708, 2713 of this title.
13 Pa.C.S. § 7302 — PA Code / Title 13 / Chapter 73 / Section 7302
Through bills of lading and similar documents of title.
Status: in_force

(a) Liability of issuer.--The issuer of a through bill of lading or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

(b) Liability of person other than issuer.--If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person's obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

(c) Damages.--The issuer of a through bill of lading or other document of title described in subsection (a) is entitled to recover from the performing carrier, or other person in possession of the goods, when the breach of the obligation under the bill or other document occurred:

(1) the amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment or transcript of judgment; and

(2) the amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.
13 Pa.C.S. § 3201 — PA Code / Title 13 / Chapter 32 / Section 3201
Negotiation.
Status: in_force

(a) Definition of "negotiation".--"Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.

(b) Manner of negotiation.--Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.

Cross References. Section 3201 is referred to in section 3103 of this title.
13 Pa.C.S. § 2308 — PA Code / Title 13 / Chapter 23 / Section 2308
Absence of specified place for delivery.
Status: in_force

Unless otherwise agreed:

(1) the place for delivery of goods is the place of business of the seller or if he has none his residence; but

(2) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and

(3) documents of title may be delivered through customary banking channels.
13 Pa.C.S. § 4212 — PA Code / Title 13 / Chapter 42 / Section 4212
Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser.
Status: in_force

(a) Presentment by notice.--Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party to accept or pay a written notice that the bank holds the item for acceptance or payment. The notice must be sent in time to be received on or before the day when presentment is due and the bank must meet any requirement of the party to accept or pay under section 3501 (relating to presentment) by the close of the next banking day of the bank after it knows of the requirement.

(b) Dishonor and notice to drawer or indorser.--If presentment is made by notice and payment, acceptance or request for compliance with a requirement under section 3501 is not received by the close of business on the day after maturity or, in the case of demand items, by the close of business on the third banking day after notice was sent, the presenting bank may treat the item as dishonored and charge any drawer or indorser by sending it notice of the facts. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended and renumbered former section 4210 to present section 4212 and renumbered former section 4212 to present section 4214.
13 Pa.C.S. § 91135 — PA Code / Title 13 / Chapter 911 / Section 91135
Priority.
Status: in_force

(a) Determination of priority.--Subject to subsections (b) and (c), the act adding this chapter determines the priority of conflicting claims to collateral.

(b) Established priorities.--Subject to subsection (c), if the priorities of claims to collateral were established before the effective date of this section, Division 9 (relating to secured transactions) as in effect before the effective date of this section determines priority.

(c) Determination of certain priorities on adjustment date.--On the adjustment date, to the extent the priorities determined by Division 9 as amended by the act adding this chapter modify the priorities established before the effective date of this section, the priorities of claims to Division 12 (relating to controllable electronic records) property established before the effective date of this section cease to apply. Cross References. Section 91135 is referred to in section 91131 of this title.
13 Pa.C.S. § 2A209 — PA Code / Title 13 / Chapter 2 / Section 2A209
Lessee under finance lease as beneficiary of supply contract.
Status: in_force

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

(b) Effect of extension of benefits.--The extension of the benefit of a supplier's promises and warranties to the lessee (subsection (a)) does not:

(1) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise; or

(2) impose any duty or liability under the supply contract on the lessee.

(c) Modification or rescission by supplier and lessor.--Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into

a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.

(d) Additional rights of lessee.--In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (a), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law. Cross References. Section 2A209 is referred to in section 2A102 of this title.
13 Pa.C.S. § 5105 — PA Code / Title 13 / Chapter 51 / Section 5105
Consideration.
Status: in_force

Consideration is not required to issue, amend, transfer or cancel a letter of credit, advice or confirmation.

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 5105 is referred to in section 9700 of this title.
13 Pa.C.S. § 2A310 — PA Code / Title 13 / Chapter 2 / Section 2A310
Lessor's and lessee's rights when goods become accessions.
Status: in_force

(a) Definition.--Goods are "accessions" when they are installed in or affixed to other goods.

(b) Priority of interest before accession.--The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection (d).

(c) Priority of interest on or after accession.--The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection (d) but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.

(d) Subordination to interest in the whole.--The interest of a lessor or a lessee under a lease contract described in subsection (b) or (c) is subordinate to the interest of:

(1) a buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or

(2) a creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.

(e) Removal of goods if interest has priority.--When under subsections (b) or (c) and (d) a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may:

(1) on default, expiration, termination or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this division; or

(2) if necessary to enforce his other rights and remedies under this division; remove the goods from the whole, free and clear of all interests in the whole, but he must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation. Cross References. Section 2A310 is referred to in section 2A103 of this title.
13 Pa.C.S. § 9605 — PA Code / Title 13 / Chapter 96 / Section 9605
Unknown debtor or secondary obligor.
Status: in_force

(a) In general: no duty owed by secured party.--Except as provided in subsection (b), a secured party does not owe a duty based on its status as secured party to any of the following:

(1) A person that is a debtor or obligor unless the secured party knows:

(i) that the person is a debtor or obligor;

(ii) the identity of the person; and

(iii) how to communicate with the person.

(2) A secured party or lienholder that has filed a financing statement against a person unless the secured party knows:

(i) that the person is a debtor; and

(ii) the identity of the person.

(b) Exception: secured party owes duty to debtor or obligor.--A secured party owes a duty based on its status as a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:

(1) the person is a debtor or obligor; and

(2) the secured party knows that the information in subsection (a)(1) relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral or the system in which the collateral is recorded. (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. Cross References. Section 9605 is referred to in section 9601 of this title.
13 Pa.C.S. § 9801 — PA Code / Title 13 / Chapter 98 / Section 9801
Effective date.
Status: in_force

The 2013 Revision takes effect July 1, 2013.
13 Pa.C.S. § 2106 — PA Code / Title 13 / Chapter 21 / Section 2106
Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction."
Status: in_force

(a) "Contract", "agreement", "sale".--In this division unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (section 2401). A "present sale" means a sale which is accomplished by the making of the contract.

(b) "Conforming" to contract.--Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.

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

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

(e) "Hybrid transaction".--A single transaction involving a sale of goods and:

(1) the provision of services;

(2) a lease of other goods; or

(3) a sale, lease or license of property other than goods. (July 1, 2024, P.L.450, No.41, eff. 60 days)

2024 Amendment. Act 41 amended the section heading and added subsec. (e). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 2106 is referred to in sections 2103, 2A103, 7102, 9102 of this title.
13 Pa.C.S. § 2210 — PA Code / Title 13 / Chapter 22 / Section 2210
Delegation of performance; assignment of rights.
Status: in_force

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

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

(c) Effect of security interest.--The creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection

(b) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but:

(1) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and

(2) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

(d) Assignment prohibition limited to performance.--Unless the circumstances indicate the contrary, a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the performance of the assignor.

(e) Effect and enforceability of general assignment.--An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a

promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

(f) Security for assignment delegating performance.--The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 2609). (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (b), relettered subsec. (c) to subsec. (d), subsec. (d) to subsec. (e) and subsec. (e) to subsec. (f) and added a new subsec. (c).
13 Pa.C.S. § 9403 — PA Code / Title 13 / Chapter 94 / Section 9403
Agreement not to assert defenses against assignee.
Status: in_force

(a) Value.--As used in this section, the term "value" has the meaning provided in section 3303(a) (relating to value).

(b) Agreement not to assert claim or defense.--Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense which the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:

(1) for value;

(2) in good faith;

(3) without notice of a claim of a property or possessory right to the property assigned; and

(4) without notice of a defense or claim in recoupment of the type which may be asserted against a person entitled to enforce a negotiable instrument under section 3305(a) (relating to defenses and claims in recoupment).

(c) When subsection (b) not applicable.--Subsection (b) does not apply to defenses of a type which may be asserted against a holder in due course of a negotiable instrument under section 3305(b).

(d) Omission of required statement in consumer transaction.--In a consumer transaction, if a record evidences the account debtor's obligation, law other than this division requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses

which the account debtor could assert against the original obligee and the record does not include such a statement:

(1) the record has the same effect as if the record included such a statement; and

(2) the account debtor may assert against an assignee those claims and defenses which would have been available if the record included such a statement.

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

(f) Other law not displaced.--Except as otherwise provided in subsection (d), this section does not displace law other than this division which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.
13 Pa.C.S. § 9704 — PA Code / Title 13 / Chapter 97 / Section 9704
Security interest unperfected before effective date.
Status: in_force

A security interest which is enforceable immediately before Revised Division 9 takes effect but which would be subordinate to the rights of a person that becomes a lien creditor at that time:

(1) Remains an enforceable security interest for one year after Revised Division 9 takes effect.

(2) Remains enforceable thereafter if the security interest becomes enforceable under section 9203 of Revised Division 9 (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites) when Revised Division 9 takes effect or within one year thereafter.

(3) Becomes perfected:

(i) without further action when Revised Division 9 takes effect if the applicable requirements for perfection under Revised Division 9 are satisfied before or at that time; or

(ii) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time. Cross References. Section 9704 is referred to in section 9702 of this title.
13 Pa.C.S. § 8302 — PA Code / Title 13 / Chapter 83 / Section 8302
Rights of purchaser.
Status: in_force

(a) Rights acquired by purchaser.--Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.

(b) Rights acquired by purchaser of limited interest.--A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

(c) Limitation on rights acquired from protected purchaser.--A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (a).
13 Pa.C.S. § 2608 — PA Code / Title 13 / Chapter 26 / Section 2608
Revocation of acceptance in whole or in part.
Status: in_force

(a) Grounds for revocation.--The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it:

(1) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(2) without discovery of such nonconformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the assurances of the seller.

(b) Time and notice of revocation.--Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

(c) Rights and duties of revoking buyer.--A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.
13 Pa.C.S. § 91102 — PA Code / Title 13 / Chapter 911 / Section 91102
Definitions.
Status: in_force

(a) Definitions.--In this chapter: "Adjustment date" means July 1, 2025, or the date that is one year after the effective date of this section, whichever is later. "Division 12 property" means a controllable account, controllable electronic record or controllable payment intangible.

(b) Definitions in other divisions.--The following definitions in other divisions of this title apply to this chapter.

"Controllable account." Section 9102 (relating to definitions and index of definitions).

"Controllable electronic record." Section 12102 (relating to definitions).

"Controllable payment intangible." Section 9102.

"Financing statement." Section 9102.

(c) Definitions and principles in Division 1.--Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this chapter.