13 Pa.C.S. § 9106 — PA Code / Title 13 / Chapter 91 / Section 9106
Control of investment property.
Status: in_force

(a) Control under section 8106.--A person has control of a certificated security, an uncertificated security or a security entitlement as provided in section 8106 (relating to control).

(b) Control of commodity contract.--A secured party has control of a commodity contract if:

(1) the secured party is the commodity intermediary with which the commodity contract is carried; or

(2) the commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.

(c) Effect of control of securities account or commodity account.--A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account. Cross References. Section 9106 is referred to in sections 9203, 9207, 9208, 9314, 9328, 9601 of this title.
13 Pa.C.S. § 9103 — PA Code / Title 13 / Chapter 91 / Section 9103
Purchase-money security interest; application of payments; burden of establishing.
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:

"Purchase-money collateral." Goods or software which secures a purchase-money obligation incurred with respect to that collateral.

"Purchase-money obligation." An obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

(b) Purchase-money security interest in goods.--A security interest in goods is a purchase-money security interest:

(1) to the extent that the goods are purchase-money collateral with respect to that security interest;

(2) if the security interest is in inventory which is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and

(3) also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.

(c) Purchase-money security interest in software.--A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

(1) the debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

(2) the debtor acquired its interest in the software for the principal purpose of using the software in the goods.

(d) Consignor's inventory purchase-money security interest.--The security interest of a consignor in goods which are the subject of a consignment is a purchase-money security interest in inventory.

(e) Application of payment in nonconsumer-goods transaction.--In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

(1) in accordance with any reasonable method of application to which the parties agree;

(2) in the absence of the parties' agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

(3) in the absence of an agreement to a reasonable method and a timely manifestation of the obligor's intention, in the following order:

(i) to obligations which are not secured; and

(ii) if more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.

(f) No loss of status of purchase-money security interest in nonconsumer-goods transaction.--In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such even if:

(1) the purchase-money collateral also secures an obligation which is not a purchase-money obligation;

(2) collateral which is not purchase-money collateral also secures the purchase-money obligation; or

(3) the purchase-money obligation has been renewed, refinanced, consolidated or restructured.

(g) Burden of proof in nonconsumer-goods transaction.--In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

(h) Nonconsumer-goods transactions; no inference.--The limitation of the rules in subsections (e), (f) and (g) to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.
13 Pa.C.S. § 9208 — PA Code / Title 13 / Chapter 92 / Section 9208
Additional duties of secured party having control of collateral.
Status: in_force

(a) Applicability of section.--This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations or otherwise give value.

(b) Duties of secured party after receiving demand from debtor.--Within ten days after receiving a signed demand by the debtor:

(1) A secured party having control of a deposit account under section 9104(a)(2) (relating to control of deposit account) shall send to the bank with which the deposit account is maintained a signed record which releases the bank from any further obligation to comply with instructions originated by the secured party.

(2) A secured party having control of a deposit account under section 9104(a)(3) shall:

(i) pay the debtor the balance on deposit in the deposit account; or

(ii) transfer the balance on deposit into a deposit account in the debtor's name.

(3) A secured party, other than a buyer, having control under section 9105 (relating to control of electronic copy of record evidencing chattel paper) of an authoritative electronic copy of a record evidencing chattel paper shall transfer control of the electronic copy to the debtor or a person designated by the debtor.

(i) (Deleted by amendment).

(ii) (Deleted by amendment).

(iii) (Deleted by amendment).

(4) A secured party having control of investment property under section 8106(d)(2) (relating to control of security entitlement) or 9106(b) (relating to control of commodity contract) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained a signed record which releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party.

(5) A secured party having control of a letter-of-credit right under section 9107 (relating to control of letter-of-credit right) shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party.

(6) A secured party having control under section 7106 (relating to control of electronic document of title) of an authoritative electronic copy of an electronic document of title shall transfer control of the electronic copy to the debtor or a person designated by the debtor.

(i) (Deleted by amendment).

(ii) (Deleted by amendment).

(iii) (Deleted by amendment).

(7) A secured party having control under section 12105 (relating to control of controllable electronic record) of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall

transfer control of the controllable electronic record to the debtor or a person designated by the debtor. (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. Cross References. Section 9208 is referred to in section 9625 of this title.
13 Pa.C.S. § 9210 — PA Code / Title 13 / Chapter 92 / Section 9210
Request for accounting; request regarding list of collateral or statement of account.
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:

"Request." A:

(1) request for an accounting;

(2) request regarding a list of collateral; or

(3) request regarding a statement of account.

"Request for an accounting." A record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship which is the subject of the request.

"Request regarding a list of collateral." A record signed by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship which is the subject of the request.

"Request regarding a statement of account." A record signed by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the

aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship which is the subject of the request.

(b) Duty to respond to requests.--Subject to subsections

(c), (d), (e) and (f), a secured party, other than a buyer of accounts, chattel paper, payment intangibles or promissory notes or a consignor, shall comply with a request within 14 days after receipt:

(1) in the case of a request for an accounting, by signing and sending to the debtor an accounting; and

(2) in the case of a request regarding a list of collateral or a request regarding a statement of account, by signing and sending to the debtor an approval or correction.

(c) Request regarding list of collateral; statement concerning type of collateral.--A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed record including a statement to that effect within 14 days after receipt.

(d) Request regarding list of collateral; no interest claimed.--A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record:

(1) disclaiming any interest in the collateral; and

(2) if known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient's interest in the collateral.

(e) Request for accounting or regarding statement of account; no interest in obligation claimed.--A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request and claimed an interest in the obligations at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record:

(1) disclaiming any interest in the obligations; and

(2) if known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient's interest in the obligations.

(f) Charges for responses.--A debtor is entitled without charge to one response to a request under this section during any six-month period. 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. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9210 is referred to in sections 9602, 9625 of this title.
13 Pa.C.S. § 2205 — PA Code / Title 13 / Chapter 22 / Section 2205
Firm offers.
Status: in_force

An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. (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. § 2A306 — PA Code / Title 13 / Chapter 2 / Section 2A306
Priority of certain liens arising by operation of law.
Status: in_force

If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this division unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise. Cross References. Section 2A306 is referred to in section 2A307 of this title.
13 Pa.C.S. § 12105 — PA Code / Title 13 / Chapter 121 / Section 12105
Control of controllable electronic record.
Status: in_force

(a) General rule.--A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record or a system in which the electronic record is recorded:

(1) gives the person:

(i) power to avail itself of substantially all the benefit from the electronic record; and

(ii) exclusive power, subject to subsection (b), to:

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

(B) transfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; and

(2) enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office or account number, as having the powers specified in paragraph (1).

(b) Meaning of exclusive.--Subject to subsection (c), a power is exclusive under subsection (a)(1)(ii)(A) and (B) even if:

(1) the controllable electronic record, a record attached to or logically associated with the electronic record or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; or

(2) the power is shared with another person.

(c) When power not shared with another person.--A power of a person is not shared with another person under subsection

(b)(2) and the person's power is not exclusive if:

(1) the person can exercise the power only if the power also is exercised by the other person; and

(2) the other person:

(i) can exercise the power without exercise of the power by the person; or

(ii) is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.

(d) Presumption of exclusivity of certain powers.--If a person has the powers specified in subsection (a)(1)(ii)(A) and

(B), the powers are presumed to be exclusive.

(e) Control through another person.--A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:

(1) has control of the electronic record and acknowledges that it has control on behalf of the person; or

(2) obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.

(f) No requirement to acknowledge.--A person that has control under this section is not required to acknowledge that it has control on behalf of another person.

(g) No duties or confirmation.--If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this division or Division 9 (relating to secured transactions) otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person. Cross References. Section 12105 is referred to in sections 9102, 9107.1, 9208, 12102 of this title.
13 Pa.C.S. § 3504 — PA Code / Title 13 / Chapter 35 / Section 3504
Excused presentment and notice of dishonor.
Status: in_force

(a) Excused presentment.--Presentment for payment or acceptance of an instrument is excused if:

(1) the person entitled to present the instrument cannot with reasonable diligence make presentment;

(2) the maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings;

(3) by the terms of the instrument presentment is not necessary to enforce the obligation of indorsers or the drawer;

(4) the drawer or indorser whose obligation is being enforced has waived presentment or otherwise has no reason to expect or right to require that the instrument be paid or accepted; or

(5) the drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.

(b) Excused notice of dishonor.--Notice of dishonor is excused if:

(1) by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument; or

(2) the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.

(c) Excused delay in notice of dishonor.--Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate. Cross References. Section 3504 is referred to in sections 3502, 3503 of this title.
13 Pa.C.S. § 3601 — PA Code / Title 13 / Chapter 36 / Section 3601
Discharge and effect of discharge.
Status: in_force

(a) Discharge.--The obligation of a party to pay the instrument is discharged as stated in this division or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract.

(b) Effect of discharge.--Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.
13 Pa.C.S. § 4A401 — PA Code / Title 13 / Chapter 4 / Section 4A401
Payment date.
Status: in_force

"Payment date" of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary's bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary's bank and, unless otherwise determined, is the day the order is received by the beneficiary's bank. Cross References. Section 4A401 is referred to in section 4A105 of this title.
13 Pa.C.S. § 9620 — PA Code / Title 13 / Chapter 96 / Section 9620
Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.
Status: in_force

(a) Conditions to acceptance in satisfaction.--Except as otherwise provided in subsection (g), a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if all of the following paragraphs apply:

(1) The debtor consents to the acceptance under subsection (c).

(2) The secured party does not receive, within the time set forth in subsection (d), a notification of objection to the proposal signed by:

(i) a person to which the secured party was required to send a proposal under section 9621 (relating to notification of proposal to accept collateral); or

(ii) any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest which is the subject of the proposal.

(3) If the collateral is consumer goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance.

(4) Subsection (e) does not require the secured party to dispose of the collateral or the debtor waives the requirement pursuant to section 9624 (relating to waiver).

(b) Purported acceptance ineffective.--A purported or apparent acceptance of collateral under this section is ineffective unless:

(1) the secured party consents to the acceptance in a signed record or sends a proposal to the debtor; and

(2) the conditions of subsection (a) are met.

(c) Debtor's consent.--For purposes of this section:

(1) A debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default.

(2) A debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default or the secured party:

(i) sends to the debtor after default a proposal which is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained;

(ii) in the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and

(iii) does not receive a notification of objection signed by the debtor within 20 days after the proposal is sent.

(d) Effectiveness of notification.--To be effective under subsection (a)(2), a notification of objection must be received by the secured party:

(1) In the case of a person to which the proposal was sent pursuant to section 9621, within 20 days after notification was sent to that person.

(2) In other cases:

(i) within 20 days after the last notification was sent pursuant to section 9621; or

(ii) if a notification was not sent, before the debtor consents to the acceptance under subsection (c).

(e) Mandatory disposition of consumer goods.--A secured party that has taken possession of collateral shall dispose of the collateral pursuant to section 9610 (relating to disposition of collateral after default) within the time specified in subsection (f) if:

(1) 60% of the cash price has been paid in the case of a purchase-money security interest in consumer goods; or

(2) 60% of the principal amount of the obligation secured has been paid in the case of a nonpurchase-money security interest in consumer goods.

(f) Compliance with mandatory disposition requirement.--To comply with subsection (e), the secured party shall dispose of the collateral:

(1) within 90 days after taking possession; or

(2) within any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and signed after default.

(g) No partial satisfaction in consumer transaction.--In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a), (b), (c) and

(f). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9620 is referred to in sections 9102, 9408, 9602, 9624 of this title; section 5108 of Title 12 (Commerce and Trade).
13 Pa.C.S. § 9404 — PA Code / Title 13 / Chapter 94 / Section 9404
Rights acquired by assignee; claims and defenses against assignee.
Status: in_force

(a) Assignee's rights subject to terms, claims and defenses; exceptions.--Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:

(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction which gave rise to the contract; and

(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.

(b) Account debtor's claim reduces amount owed to assignee.--Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes.

(c) 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.

(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 account debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.

(e) Inapplicability to health-care-insurance receivable.--This section does not apply to an assignment of a health-care-insurance receivable. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a)(2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Cross References. Section 9404 is referred to in section 9109 of this title.
13 Pa.C.S. § 3102 — PA Code / Title 13 / Chapter 31 / Section 3102
Subject matter.
Status: in_force

(a) Applicability.--This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 4A (relating to funds transfers) or to securities governed by Division 8 (relating to investment securities).

(b) Conflict.--If there is conflict between this division and Division 4 (relating to bank deposits and collections) or 9 (relating to secured transactions), Division 4 and Division 9 govern.

(c) Federal Reserve regulations and operating circulars.--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. § 9507 — PA Code / Title 13 / Chapter 95 / Section 9507
Effect of certain events on effectiveness of financing statement.
Status: in_force

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

(b) Information becoming seriously misleading.--Except as otherwise provided in subsection (c) and section 9508 (relating to effectiveness of financing statement if new debtor becomes bound by security agreement), a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under section 9506 (relating to effect of errors or omissions).

(c) Change in debtor's name.--If the name that a filed financing statement provides for a debtor becomes insufficient

as the name of the debtor under section 9503(a) (relating to name of debtor and secured party) so that the financing statement becomes seriously misleading under section 9506:

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

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (c). Cross References. Section 9507 is referred to in section 9508 of this title.
13 Pa.C.S. § 9808 — PA Code / Title 13 / Chapter 98 / Section 9808
Person entitled to file initial financing statement or continuation statement.
Status: in_force

A person may file an initial financing statement or a continuation statement under this part if:

(1) the secured party of record authorizes the filing; and

(2) the filing is necessary under this part:

(i) to continue the effectiveness of a financing statement filed before the 2013 Revision takes effect; or

(ii) to perfect or continue the perfection of a security interest.
13 Pa.C.S. § 8112 — PA Code / Title 13 / Chapter 81 / Section 8112
Creditor's legal process.
Status: in_force

(a) Interest of debtor in certificated security.--The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.

(b) Interest of debtor in uncertificated security.--The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).

(c) Interest of debtor in security entitlement.--The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).

(d) Interest of debtor; secured party.--The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.

(e) Creditor; aid from court.--A creditor whose debtor is the owner of a certificated security, uncertificated security or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
13 Pa.C.S. § 2A532 — PA Code / Title 13 / Chapter 2 / Section 2A532
Lessor's rights to residual interest.
Status: in_force

In addition to any other recovery permitted by this division or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee. DIVISION 3 NEGOTIABLE INSTRUMENTS Chapter 31. General Provisions and Definitions 32. Negotiation, Transfer and Indorsement 33. Enforcement of Instruments 34. Liability of Parties 35. Dishonor 36. Discharge and Payment

Enactment. Division 3 was added July 9, 1992, P.L.507, No.97, effective in one year. Prior Provisions. Former Division 3, which related to commercial paper, was added November 1, 1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one year.
13 Pa.C.S. § 9107.1 — PA Code / Title 13 / Chapter 91 / Section 9107.1
Control of controllable electronic record, controllable account or controllable payment intangible.
Status: in_force

(a) Control under section 12105.--A secured party has control of a controllable electronic record as provided in section 12105 (relating to control of controllable electronic record).

(b) Control of controllable account and controllable payment intangible.--A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the controllable account or controllable payment intangible. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added section 9107.1. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9107.1 is referred to in sections 9203, 9207, 9314, 9601 of this title.
13 Pa.C.S. § 8306 — PA Code / Title 13 / Chapter 83 / Section 8306
Effect of guaranteeing signature, indorsement or instruction.
Status: in_force

(a) Warranties of signature guarantor.--A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and

(3) the signer had legal capacity to sign.

(b) Warranties of person guaranteeing signature of originator of instruction.--A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to originate the instruction or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and

(3) the signer had legal capacity to sign.

(c) Warranties of person specially guaranteeing signature of originator of instruction.--A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:

(1) the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and

(2) the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.

(d) Limitations on warranties.--A guarantor under subsections (a) and (b) or a special guarantor under subsection

(c) does not otherwise warrant the rightfulness of the transfer.

(e) Warranties of indorsement guarantor.--A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.

(f) Warranties of person guaranteeing instruction requesting transfer of uncertificated security.--A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.

(g) Matters an issuer may not require.--An issuer may not require a special guaranty of signature, a guaranty of indorsement or a guaranty of instruction as a condition to registration of transfer.

(h) Persons protected by warranties.--The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
13 Pa.C.S. § 8404 — PA Code / Title 13 / Chapter 84 / Section 8404
Wrongful registration.
Status: in_force

(a) General rule.--Except as otherwise provided in section 8406 (relating to obligation to notify issuer of lost, destroyed or wrongfully taken security certificate), an issuer is liable

for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it and the transfer was registered:

(1) pursuant to an ineffective indorsement or instruction;

(2) after a demand that the issuer not register transfer became effective under section 8403(a) (relating to demand that issuer not register transfer) and the issuer did not comply with section 8403(b);

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

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

(b) Obligations of issuer.--An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by section 8210 (relating to overissue).

(c) Registration pursuant to effective indorsement or instruction.--Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction. Cross References. Section 8404 is referred to in section 8406 of this title.
13 Pa.C.S. § 2512 — PA Code / Title 13 / Chapter 25 / Section 2512
Payment by buyer before inspection.
Status: in_force

(a) General rule.--Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:

(1) the nonconformity appears without inspection; or

(2) despite tender of the required documents the circumstances would justify injunction against honor under this title, including section 5109(b) (relating to conditions for injunction).

(b) Effect of payment on rights of buyer.--Payment pursuant to subsection (a) does not constitute an acceptance of goods or impair the right of the buyer to inspect or any of his remedies. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (a)(2).
13 Pa.C.S. § 7210 — PA Code / Title 13 / Chapter 72 / Section 7210
Enforcement of warehouse's lien.
Status: in_force

(a) Sale.--

(1) Except as otherwise provided in subsection (b), a warehouse's lien 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 warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner.

(4) The warehouse has sold in a commercially reasonable manner if the warehouse 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) Conditions of enforcement.--A warehouse's lien on goods, other than goods stored by a merchant in the course of its business, may be enforced only if the following requirements are satisfied:

(1) All persons known to claim an interest in the goods must be notified.

(2) The notification must include:

(i) an itemized statement of the claim;

(ii) a description of the goods subject to the lien;

(iii) a demand for payment within a specified time not less than ten days after receipt of the notification; and

(iv) a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold at auction at a specified time and place.

(3) The sale must conform to the terms of the notification.

(4) The sale must be held at the nearest suitable place to where the goods are held or stored.

(5) After the expiration of the time given in the notification, an advertisement of the sale must be published once a week for two weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement must include a description of the goods, the name of the person on whose account the goods are being held

and the time and place of the sale. The sale must take place at least 15 days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least ten days before the sale in not less than six conspicuous places in the neighborhood of the proposed sale.

(c) 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 warehouse subject to the terms of the receipt and this division.

(d) Purchase by warehouse.--A warehouse may buy at any public sale held pursuant to this section.

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

(f) Proceeds of sale.--A warehouse 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 warehouse would have been bound to deliver the goods.

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

(h) Goods stored by merchant.--If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with subsection (a) or (b).

(i) Liability of warehouse.--A warehouse 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. Cross References. Section 7210 is referred to in sections 7206, 7308 of this title.
13 Pa.C.S. § 2509 — PA Code / Title 13 / Chapter 25 / Section 2509
Risk of loss in absence of breach.
Status: in_force

(a) Seller to ship by carrier.--Where the contract requires or authorizes the seller to ship the goods by carrier:

(1) if it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (section 2505); but

(2) if it does require him to deliver them 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 buyer when the goods are there duly so tendered as to enable the buyer to take delivery.

(b) Goods held by bailee.--Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:

(1) on his receipt, possession or control of a negotiable document of title covering the goods;

(2) on acknowledgment by the bailee of the right of the buyer to possession of the goods; or

(3) after his receipt, possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in section 2503(d)(2) (relating to manner of tender of delivery by seller).

(c) All other cases.--In any case not within subsection (a) or (b), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise on tender of delivery.

(d) Limitations on operation of section.--The provisions of this section are subject to contrary agreement of the parties and to the provisions of this division on sale on approval (section 2327) and on effect of breach on risk of loss (section 2510). (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (b)(1) and (3).
13 Pa.C.S. § 2724 — PA Code / Title 13 / Chapter 27 / Section 2724
Admissibility of market quotations.
Status: in_force

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
13 Pa.C.S. § 2315 — PA Code / Title 13 / Chapter 23 / Section 2315
Implied warranty: fitness for particular purpose.
Status: in_force

Where the seller at the time of contracting has reason to know:

(1) any particular purpose for which the goods are required; and

(2) that the buyer is relying on the skill or judgment of the seller to select or furnish suitable goods; there is unless excluded or modified under section 2316 (relating to exclusion or modification of warranties) an implied warranty that the goods shall be fit for such purpose.
13 Pa.C.S. § 4215 — PA Code / Title 13 / Chapter 42 / Section 4215
Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.
Status: in_force

(a) When item is finally paid by payor bank.--An item is finally paid by a payor bank when the bank has first done any of the following:

(1) Paid the item in cash.

(2) Settled for the item without having a right to revoke the settlement under statute, clearinghouse rule or agreement.

(3) Made a provisional settlement for the item and failed to revoke the settlement in the time and manner permitted by statute, clearinghouse rule or agreement.

(b) Effect of provisional settlement which does not become final.--If provisional settlement for an item does not become final, the item is not finally paid.

(c) When provisional debits and credits become final.--If provisional settlement for an item between the presenting and payor banks is made through a clearinghouse or by debits or credits in an account between them, then to the extent that provisional debits or credits for the item are entered in accounts between the presenting and payor banks or between the presenting and successive prior collecting banks seriatim, they become final upon final payment of the item by the payor bank.

(d) Accountability of collecting bank to customer upon final settlement.--If a collecting bank receives a settlement for an item which is or becomes final, the bank is accountable to its customer for the amount of the item and any provisional credit given for the item in an account with its customer becomes final.

(e) When credit becomes available for withdrawal.--Subject to applicable law stating a time for availability of funds and any right of the bank to apply the credit to an obligation of the customer, credit given by a bank for an item in a customer's account becomes available for withdrawal as of right:

(1) if the bank has received a provisional settlement for the item, when the settlement becomes final and the bank has had a reasonable time to receive return of the item and the item has not been received within that time; and

(2) if the bank is both the depositary bank and the payor bank and the item is finally paid, at the opening of the second banking day of the bank following receipt of the item.

(f) When deposit of money becomes available for withdrawal.--Subject to applicable law stating a time for availability of funds and any right of a bank to apply a deposit to an obligation of the depositor, a deposit of money becomes available for withdrawal as of right at the opening of the next banking day of the bank after receipt of the deposit. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended and renumbered former section 4213 to present section 4215. Cross References. Section 4215 is referred to in section 3418 of this title.
13 Pa.C.S. § 2606 — PA Code / Title 13 / Chapter 26 / Section 2606
What constitutes acceptance of goods.
Status: in_force

(a) General rule.--Acceptance of goods occurs when the buyer:

(1) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or

that he will take or retain them in spite of their nonconformity;

(2) fails to make an effective rejection (section 2602(a)), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or

(3) does any act inconsistent with the ownership of the seller; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.

(b) Part of commercial unit.--Acceptance of a part of any commercial unit is acceptance of that entire unit. Cross References. Section 2606 is referred to in sections 2103, 2201 of this title.
13 Pa.C.S. § 9617 — PA Code / Title 13 / Chapter 96 / Section 9617
Rights of transferee of collateral.
Status: in_force

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

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

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

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

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

(c) Rights of other transferee.--If a transferee does not take free of the rights and interests described in subsection

(a), the transferee takes the collateral subject to:

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

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

(3) any other security interest or other lien.
13 Pa.C.S. § 2A501 — PA Code / Title 13 / Chapter 2 / Section 2A501
Default: procedure.
Status: in_force

(a) Determination of default.--Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division.

(b) Available rights and remedies.--If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this division and, except as limited by this division, as provided in the lease agreement.

(c) Methods of enforcement of contract.--If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party's claim to judgment, or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial procedure, including administrative proceeding, arbitration or the like, in accordance with this division.

(d) Rights and remedies cumulative.--Except as otherwise provided in section 1305(a) (relating to remedies to be liberally administered) or this division or the lease agreement, the rights and remedies referred to in subsections (b) and (c) are cumulative.

(e) Agreements covering real property and goods.--If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this chapter as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party's rights and remedies in respect of the real property, in which case this chapter does not apply. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (d). Cross References. Section 2A501 is referred to in section 2A303 of this title.
13 Pa.C.S. § 7306 — PA Code / Title 13 / Chapter 73 / Section 7306
Altered bills of lading.
Status: in_force

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.
13 Pa.C.S. § 2A305 — PA Code / Title 13 / Chapter 2 / Section 2A305
Sale or sublease of goods by lessee.
Status: in_force

(a) General rule.--Subject to the provisions of 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 buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (b) and section 2A511(d) (relating to merchant lessee's duties as to rightfully rejected goods), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease, the lessee has that power even though:

(1) the lessor was deceived as to the identity of the lessee;

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

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

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

(c) Goods covered by certificate of title.--A buyer or sublessee from the lessee 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 2A305 is referred to in sections 2A104, 2A105, 7209, 7503 of this title.
13 Pa.C.S. § 1205 — PA Code / Title 13 / Chapter 12 / Section 1205
Reasonable time; seasonableness.
Status: in_force

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

(b) Seasonableness.--An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time. Cross References. Section 1205 is referred to in section 4A204 of this title.
13 Pa.C.S. § 2709 — PA Code / Title 13 / Chapter 27 / Section 2709
Action for the price.
Status: in_force

(a) When allowable.--When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 2710 (relating to incidental damages of seller), the price of:

(1) goods accepted or conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and

(2) goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.

(b) Duties of seller.--Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.

(c) Remedy if price not allowable.--After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (section 2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under section 2708 (relating to damages of seller for nonacceptance or repudiation). Cross References. Section 2709 is referred to in section 2703 of this title.
13 Pa.C.S. § 1 — PA Code / Title 13 / Chapter 1 / Section 1
Findings and declarations.
Status: in_force

The General Assembly finds and declares as follows:

(1) It is necessary to expand Title 13 of the Pennsylvania Consolidated Statutes to accommodate emerging technologies which affect commercial transactions.

(2) Expansion under paragraph (1) necessitates conforming amendments.

(3) Expansion under paragraph (1) requires coordinated transition into the complex statutory regulation of commercial law by the Commonwealth and other jurisdictions. Explanatory Note. Act 41 amended or added sections 1201, 1204, 1301, 1306, 2102, 2106, 2201, 2202, 2203, 2205, 2209, 2A102, 2A103, 2A107, 2A201, 2A202, 2A203, 2A205, 2A208, 2A214, 3104, 3105, 3401, 3604, 4A103, 4A201, 4A202, 4A203, 4A207, 4A208, 4A210, 4A211, 4A305, 5104, 5116, 7102, 7106, 8102, 8103, 8106, 8110, 8303, 9102, 9104, 9105, 9107.1, 9203, 9204, 9207, 9208, 9209, 9210, 9301, 9304, 9305, 9306.1, 9306.2, 9310, 9312, 9313, 9314, 9314.1, 9316, 9317, 9322, 9323, 9324, 9326.1, 9330, 9331, 9332, 9334, 9341, 9404, 9406, 9408, 9509, 9513, 9601, 9605, 9608, 9611, 9613, 9614, 9615, 9616, 9619, 9620, 9621, 9624, 9628, Divisions 12 and 91 of Title 13 and section 5601.4 of Title 20.
13 Pa.C.S. § 2306 — PA Code / Title 13 / Chapter 23 / Section 2306
Output, requirements and exclusive dealings.
Status: in_force

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

comparable prior output or requirements may be tendered or demanded.

(b) Obligation of parties in exclusive dealings.--A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
13 Pa.C.S. § 4401 — PA Code / Title 13 / Chapter 44 / Section 4401
When bank may charge account of customer.
Status: in_force

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

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

(c) Postdated checks.--A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in section 4403(b) (relating to right of customer to stop payment; burden of proof of loss) for stop-payment orders and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in section 4303 (relating to when items subject to notice, stop-payment order, legal process or set-off; order in which items may be charged or certified). If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under section 4402 (relating to liability of bank to customer for

wrongful dishonor; time of determining insufficiency of account).

(d) Payment to holder on altered or completed item.--A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to:

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

(2) the terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4401 is referred to in section 3113 of this title.
13 Pa.C.S. § 2A515 — PA Code / Title 13 / Chapter 2 / Section 2A515
Acceptance of goods.
Status: in_force

(a) General rule.--Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and:

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

(2) the lessee fails to make an effective rejection of the goods (section 2A509(b)).

(b) Part of commercial unit.--Acceptance of a part of any commercial unit is acceptance of that entire unit.
13 Pa.C.S. § 9202 — PA Code / Title 13 / Chapter 92 / Section 9202
Title to collateral immaterial.
Status: in_force

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this division with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
13 Pa.C.S. § 4A203 — PA Code / Title 13 / Chapter 4 / Section 4A203
Unenforceability of certain verified payment orders.
Status: in_force

(a) General rule.--If an accepted payment order is not, under section 4A202(a) (relating to authorized and verified payment orders), an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to section 4A202(b), the following rules apply:

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

(2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person:

(i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure; or

(ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software or the like.

(b) Amendments of payment orders.--This section applies to amendments of payment orders to the same extent it applies to payment orders. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a)(1). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 4A203 is referred to in sections 4A202, 4A204 of this title.
13 Pa.C.S. § 7601 — PA Code / Title 13 / Chapter 76 / Section 7601
Lost, stolen or destroyed documents of title.
Status: in_force

(a) Court orders.--If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document, and the bailee may, without liability to any person, comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the bailee's reasonable costs and attorney fees in any action under this subsection.

(b) Bailee delivery.--A bailee that without court order delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one year after the delivery.
13 Pa.C.S. § 3302 — PA Code / Title 13 / Chapter 33 / Section 3302
Holder in due course.
Status: in_force

(a) Definition of "holder in due course".--Subject to subsection (c) and section 3106(d) (relating to unconditional promise or order), "holder in due course" means the holder of an instrument if:

(1) the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call into question its authenticity; and

(2) the holder took the instrument:

(i) for value;

(ii) in good faith;

(iii) without notice that the instrument is overdue or has been dishonored or that there is an uncured

default with respect to payment of another instrument issued as part of the same series;

(iv) without notice that the instrument contains an unauthorized signature or has been altered;

(v) without notice of any claim to the instrument described in section 3306 (relating to claims to an instrument); and

(vi) without notice that any party has a defense or claim in recoupment described in section 3305(a) (relating to defenses and claims in recoupment).

(b) Notice of discharge.--Notice of discharge of a party, other than discharge in an insolvency proceeding, is not notice of a defense under subsection (a), but discharge is effective against a person who became a holder in due course with notice of the discharge. Public filing or recording of a document does not of itself constitute notice of a defense, claim in recoupment or claim to the instrument.

(c) When one does not acquire rights of holder in due course.--Except to the extent a transferor or predecessor in interest has rights as a holder in due course, a person does not acquire rights of a holder in due course of an instrument taken:

(1) by legal process or by purchase in an execution, bankruptcy or creditor's sale or similar proceeding;

(2) by purchase as part of a bulk transaction not in ordinary course of business of the transferor; or

(3) as the successor in interest to an estate or other organization.

(d) Limited right as holder in due course; partial performance.--If, under section 3303(a)(1) (relating to value and consideration), the promise of performance that is the consideration for an instrument has been partially performed, the holder may assert rights as a holder in due course of the instrument only to the fraction of the amount payable under the instrument equal to the value of the partial performance divided by the value of the promised performance.

(e) Limited right as holder in due course; security interest.--If:

(1) the person entitled to enforce an instrument has only a security interest in the instrument; and

(2) the person obliged to pay the instrument has a defense, claim in recoupment or claim to the instrument that may be asserted against the person who granted the security interest; the person entitled to enforce the instrument may assert rights as a holder in due course only to an amount payable under the instrument which, at the time of enforcement of the instrument, does not exceed the amount of the unpaid obligation secured.

(f) Manner of notice.--To be effective, notice must be received at a time and in a manner that gives a reasonable opportunity to act on it.

(g) Applicability of other law.--This section is subject to any law limiting status as a holder in due course in particular classes of transactions. Cross References. Section 3302 is referred to in sections 3103, 4104, 4205, 4211, 9102 of this title.
13 Pa.C.S. § 4216 — PA Code / Title 13 / Chapter 42 / Section 4216
Insolvency and preference.
Status: in_force

(a) Return of unpaid item by agent of closed bank.--If an item is in or comes into the possession of a payor or collecting

bank that suspends payment and the item has not been finally paid, the item must be returned by the receiver, trustee or agent in charge of the closed bank to the presenting bank or the customer of the closed bank.

(b) Preferred claim against payor bank by owner of unsettled item.--If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has preferred claim against the payor bank.

(c) Finality of provisional settlement by payor or collecting bank unaffected.--If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement's becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events.

(d) Preferred claim against collecting bank by owner of unsettled item.--If a collecting bank receives from subsequent parties settlement for an item, which settlement is or becomes final and the bank suspends payments without making a settlement for the item with its customer which settlement is or becomes final, the owner of the item has a preferred claim against the collecting bank. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended and renumbered former section 4214 to present section 4216.
13 Pa.C.S. § 9518 — PA Code / Title 13 / Chapter 95 / Section 9518
Claim concerning inaccurate or wrongfully filed record.
Status: in_force

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

(b) Contents of statement under subsection (a).-- An information statement under subsection (a) must:

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

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

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

(c) Statement by secured party of record.--A person may file in the filing office an information statement with respect

to a record filed there if the person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under section 9509(d) (relating to persons entitled to file a record).

(d) Contents of statement under subsection (c).--An information statement under subsection (c) must:

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

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

(3) provide the basis for the person's belief that the person that filed the record was not entitled to do so under section 9509(d).

(e) Record not affected by information statement.--Except as provided in subsection (f), the filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.

(f) Fraudulent financing statements.--

(1) The Department of State may conduct an administrative hearing to determine if an initial financing statement was fraudulently filed in accordance with the following:

(i) The hearing shall be conducted in accordance with 2 Pa.C.S. (relating to Administrative Law and Procedure). The department shall determine the initial financing statement to be fraudulently filed for purposes of this subsection if it determines that no rational basis exists under section 9509 entitling the person to file the initial financing statement and it appears that the person filed the initial financing statement with intent to annoy, harass or harm the debtor.

(ii) If the department determines that the initial financing statement was fraudulently filed and no timely appeal of the determination was filed, the department shall file an information statement with respect to the initial financing statement indexed there. In addition to complying with the requirements of subsection (b), the information statement filed by the department under this paragraph shall state all of the following:

(A) the correction statement was filed by the department under this subsection;

(B) the department has determined that the initial financing statement was fraudulently filed and that the person had the right to appeal the decision to a court of competent jurisdiction;

(C) the initial financing statement found to be fraudulently filed may be ineffective; and

(D) the reasons why the department found the initial financing statement to have been fraudulently filed.

(iii) An information statement filed by the department in accordance with paragraph (ii) creates a rebuttable presumption that the initial financing statement found to be fraudulently filed is ineffective.

(iv) A person adversely affected by a determination of the department under paragraph (i) may appeal the determination in accordance with 2 Pa.C.S. § 702 (relating to appeals).

(v) If the department determines that the initial financing statement was fraudulently filed and the determination is appealed to Commonwealth Court, the

department shall file an information statement with respect to the initial financing statement indexed there only upon affirmation by the court of its determination. In addition to complying with the requirements of subsection (b), the information statement shall state all of the following:

(A) the information statement was filed by the department under this subsection;

(B) the department has determined that the initial financing statement was fraudulently filed and that the person had the right to appeal the decision to a court of competent jurisdiction;

(C) the initial financing statement found to be fraudulently filed is ineffective; and

(D) the reasons why the department found the initial financing statement to have been fraudulently filed.

(vi) If the department files an information statement with respect to the initial financing statement indexed there under this subsection, it shall refer the matter for criminal prosecution to the Office of Attorney General pursuant to 18 Pa.C.S. § 4911 (relating to tampering with public records or information).

(2) Nothing in this subsection limits the rights or remedies the debtor may have with respect to an initial financing statement that has been fraudulently filed. Nothing in this subsection limits the effectiveness of any termination or information statement filed by a debtor under sections 9509(d)(2) and 9513 (relating to termination statement) or the rights of a debtor under section 9625 (relating to remedies for secured party's failure to comply with division). (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsecs. (a) and (b) heading, intro. par. and (2), relettered and amended former subsec. (c) to present subsec. (e), relettered former subsec. (d) to subsec.

(f) and amended (1)(i), (ii) intro. par., (iii), (v) intro. par. and (A) and (vi) and (2) and added subsecs. (c) and (d). Cross References. Section 9518 is referred to in section 9516 of this title.
13 Pa.C.S. § 1305 — PA Code / Title 13 / Chapter 13 / Section 1305
Remedies to be liberally administered.
Status: in_force

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

(b) Enforceability.--Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect. Cross References. Section 1305 is referred to in section 2A501 of this title.
13 Pa.C.S. § 3404 — PA Code / Title 13 / Chapter 34 / Section 3404
Impostors; fictitious payees.
Status: in_force

(a) Impostor.--If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indorsement of the instrument by any person in the name of the payee is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

(b) Fictitious payee.--If a person whose intent determines to whom an instrument is payable (section 3110(a) or (b)) does not intend the person identified as payee to have any interest in the instrument or the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special indorsement:

(1) Any person in possession of the instrument is its holder.

(2) An indorsement by any person in the name of the payee stated in the instrument is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

(c) When indorsement made in name of payee.--Under subsection (a) or (b), an indorsement is made in the name of a payee if:

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

(2) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.

(d) Failure to exercise ordinary care.--With respect to an instrument to which subsection (a) or (b) applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from payment of the instrument, the person bearing

the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss. Cross References. Section 3404 is referred to in sections 3417, 4208 of this title.
13 Pa.C.S. § 5111 — PA Code / Title 13 / Chapter 51 / Section 5111
Remedies.
Status: in_force

(a) Wrongful dishonor or repudiation before presentation.--If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer's obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant's election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant's recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.

(b) Wrongful dishonor upon presentation; wrongful honor.--If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.

(c) Certain other breaches.--If an adviser or nominated person other than a confirmer breaches an obligation under this division or an issuer breaches an obligation not covered in subsection (a) or (b), a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b).

(d) Interest.--An issuer, nominated person or advisor who is found liable under subsection (a), (b) or (c) shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.

(e) Attorney fees.--Reasonable attorney fees and other expenses of litigation may be awarded to the prevailing party in an action in which a remedy is sought under this division.

(f) Liquidated damages.--Damages that would otherwise be payable by a party for breach of an obligation under this division may be liquidated by agreement or undertaking but only in an amount or by a formula that is reasonable in light of the harm anticipated. 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 5111 is referred to in section 9700 of this title.
13 Pa.C.S. § 7 — PA Code / Title 13 / Chapter 7 / Section 7
Effective date.
Status: in_force

This act shall take effect at 12:01 a.m. on the 180th day following the date of final enactment of this act. 1992, JULY 9, P.L.507, NO.97 § 1. Short title. This act shall be known and may be cited as the Uniform Commercial Code Modernization Act. Explanatory Note. Act 97 amended, added or repealed sections 1101, 1105, 1201, 1207, 2101, 2103, 2403 and 2511, Division 2A, Division 3, sections 4101, 4102, 4103, 4104, 4105, 4106, 4107, 4108, 4109, 4110, 4111, 4201, 4202, 4203, 4204, 4205, 4206, 4207, 4208, 4209, 4210, 4211, 4212, 4213, 4214, 4215, 4216, 4301, 4302, 4303, 4401, 4402, 4403, 4405, 4406, 4407, 4501, 4502, 4503 and 4504, Division 4A, 5101, 5103, 5111 and 5114,

Division 6, sections 7101, 8101, 8102, 8103, 8104, 8105, 8106, 8107, 8108, 8201, 8202, 8203, 8204, 8205, 8206, 8207 and 8208, the heading of Chapter 83 and sections 8301, 8302, 8303, 8304, 8305, 8306, 8307, 8308, 8309, 8310, 8311, 8312, 8313, 8314, 8315, 8316, 8317, 8318, 8319, 8320, 8321, 8401, 8402, 8403, 8404, 8405, 8406, 8407, 8408, 9101, 9103, 9105, 9111, 9113, 9203, 9206, 9302, 9304, 9305, 9309 and 9312 of Title 13.
13 Pa.C.S. § 3409 — PA Code / Title 13 / Chapter 34 / Section 3409
Acceptance of draft; certified check.
Status: in_force

(a) Definition of "acceptance".--"Acceptance" means the drawee's signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee's

signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the accepted draft is delivered for the purpose of giving rights on the acceptance to any person.

(b) Acceptance of incomplete, overdue or dishonored draft.--A draft may be accepted although it has not been signed by the drawer, is otherwise incomplete, is overdue or has been dishonored.

(c) Failure to date acceptance of sight draft.--If a draft is payable at a fixed period after sight and the acceptor fails to date the acceptance, the holder may complete the acceptance by supplying a date in good faith.

(d) Definition of "certified check".--"Certified check" means a check accepted by the bank on which it is drawn. Acceptance may be made as stated in subsection (a) or by a writing on the check which indicates that the check is certified. The drawee of a check has no obligation to certify the check, and refusal to certify is not dishonor of the check. Cross References. Section 3409 is referred to in sections 3103, 4104, 5102 of this title.
13 Pa.C.S. § 5104 — PA Code / Title 13 / Chapter 51 / Section 5104
Formal requirements.
Status: in_force

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

(1) (Deleted by amendment).

(2) (Deleted by amendment). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5104 is referred to in sections 5102, 5116, 9700 of this title.
13 Pa.C.S. § 3112 — PA Code / Title 13 / Chapter 31 / Section 3112
Interest.
Status: in_force

(a) General rule.--Unless otherwise provided in the instrument:

(1) an instrument is not payable with interest; and

(2) interest on an interest-bearing instrument is payable from the date of the instrument.

(b) Instrument may provide for interest.--Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
13 Pa.C.S. § 4A501 — PA Code / Title 13 / Chapter 4 / Section 4A501
Variation by agreement and effect of funds-transfer system rule.
Status: in_force

(a) Variation by agreement.--Except as otherwise provided in this division, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.

(b) Effect of funds-transfer system rule.--"Funds-transfer system rule" means a rule of an association of banks:

(1) governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders; or

(2) to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a Federal Reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary's bank. Except as otherwise provided in this division, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this division and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in sections 4A404(c) (relating to obligation of beneficiary's bank to pay and give notice to beneficiary), 4A405(d) (relating to payment by beneficiary's bank to beneficiary) and 4A507(c) (relating to choice of law).

Cross References. Section 4A501 is referred to in section 4A105 of this title.
13 Pa.C.S. § 9331 — PA Code / Title 13 / Chapter 93 / Section 9331
Priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments and securities under other divisions; priority of interests in financial assets and security entitlements and protection against assertion of claim under Divisions 8 and 12.
Status: in_force

(a) Rights under Divisions 3, 7, 8 and 12 not limited.--This division does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security or a qualifying purchaser of a controllable account, controllable electronic record or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Divisions 3 (relating to negotiable instruments), 7 (relating to warehouse receipts, bills of lading and other documents of title), 8 (relating to investment securities) and 12 (relating to controllable electronic records).

(b) Protection under Divisions 8 and 12.--This division does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under Division 8 or 12.

(c) Filing not notice.--Filing under this division does not constitute notice of a claim or defense to the holders, purchasers or persons described in subsections (a) and (b). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the section heading and subsecs. (a) and (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9331 is referred to in sections 9322, 9330 of this title.
13 Pa.C.S. § 2501 — PA Code / Title 13 / Chapter 25 / Section 2501
Insurable interest in goods; manner of identification of goods.
Status: in_force

(a) General rule.--The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs as follows:

(1) When the contract is made if it is for the sale of goods already existing and identified.

(2) If the contract is for the sale of future goods other than those described in paragraph (3), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers.

(3) When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within 12 months after contracting or for the sale of crops to be harvested within 12 months or the next normal harvest season after contracting whichever is longer.

(b) Duration of insurable interest and substitution of goods.--The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.

(c) Other insurable interests unimpaired.--Nothing in this section impairs any insurable interest recognized under any other statute or rule of law. Cross References. Section 2501 is referred to in sections 2103, 2401, 2502 of this title.
13 Pa.C.S. § 3406 — PA Code / Title 13 / Chapter 34 / Section 3406
Negligence contributing to forged signature or alteration of instrument.
Status: in_force

(a) Failure to exercise ordinary care.--A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.

(b) Allocation of loss.--Under subsection (a), if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.

(c) Burden of proof.--Under subsection (a), the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection (b), the burden of proving failure to exercise ordinary care is on the person precluded. Cross References. Section 3406 is referred to in sections 3417, 4208 of this title.
13 Pa.C.S. § 8111 — PA Code / Title 13 / Chapter 81 / Section 8111
Clearing corporation rules.
Status: in_force

A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this title and affects another party who does not consent to the rule.
13 Pa.C.S. § 8203 — PA Code / Title 13 / Chapter 82 / Section 8203
Staleness as notice of defect or defense.
Status: in_force

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:

(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

(2) is not covered by paragraph (1) and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
13 Pa.C.S. § 4A210 — PA Code / Title 13 / Chapter 4 / Section 4A210
Rejection of payment order.
Status: in_force

(a) Manner of rejection.--A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record. A notice of rejection need not use any particular words and is sufficient if it indicates that the receiving bank is rejecting the order or will not execute or pay the order. Rejection is effective when the notice is given if transmission is by a means that is reasonable in the circumstances. If notice of rejection is given by a means that is not reasonable, rejection is effective when the notice is received. If an agreement of the sender and receiving bank establishes the means to be used to reject a payment order, any means complying with the agreement is reasonable and any means not complying is not reasonable unless no significant delay in receipt of the notice resulted from the use of the noncomplying means.

(b) When sender learns after execution date that sender's order has not been executed.--This subsection applies if a receiving bank other than the beneficiary's bank fails to execute a payment order despite the existence on the execution date of a withdrawable credit balance in an authorized account of the sender sufficient to cover the order. If the sender does not receive notice of rejection of the order on the execution 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 execution date to the earlier of the day the order is canceled pursuant to section 4A211(d) (relating to cancellation and amendment of payment order) or the day the sender receives notice or learns that the order was not executed, counting the final day of the period as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest is reduced accordingly.

(c) When receiving bank suspends payments.--If a receiving bank suspends payments, all unaccepted payment orders issued to it are deemed rejected at the time the bank suspends payments.

(d) Acceptance and rejection; mutually exclusive.--Acceptance of a payment order precludes a later rejection of the order. Rejection of a payment order precludes a later acceptance of the order. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 7503 — PA Code / Title 13 / Chapter 75 / Section 7503
Document of title to goods defeated in certain cases.
Status: in_force

(a) General rule.--A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:

(1) deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with actual or apparent authority to ship, store or sell; with power to obtain delivery under section 7403 (relating to obligation of bailee to deliver; excuse); or with power of disposition under section 2403 (relating to power to transfer; good faith purchase of goods; "entrusting"), 2A304(a)(2) (relating to subsequent lease of goods by lessor), 2A305(a)(2) (relating to sale or sublease of goods by lessee), 9320 (relating to buyer of goods), 9321(c) (relating to licensee of general intangible and lessee of goods in ordinary course of business) or other statute or rule of law; or

(2) acquiesce in the procurement by the bailor or its nominee of any document.

(b) Negotiable warehouse receipt or bill of lading.--Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under section 7504 (relating to rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery) to the same extent as the rights of the issuer or a transferee from the issuer.

(c) Freight forwarder.--Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights

of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with Chapter 74 (relating to warehouse receipts and bills of lading: general obligations) pursuant to its own bill of lading discharges the carrier's obligation to deliver. Cross References. Section 7503 is referred to in sections 7403, 7502 of this title.
13 Pa.C.S. § 3104 — PA Code / Title 13 / Chapter 31 / Section 3104
Negotiable instrument.
Status: in_force

(a) Definition of "negotiable instrument".--Except as provided in subsections (c) and (d), "negotiable instrument" means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:

(1) is payable to bearer or to order at the time it is issued or first comes into possession of a holder;

(2) is payable on demand or at a definite time; and

(3) does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:

(i) an undertaking or power to give, maintain or protect collateral to secure payment;

(ii) an authorization or power to the holder to confess judgment or realize on or dispose of collateral;

(iii) a waiver of the benefit of any law intended for the advantage or protection of an obligor;

(iv) a term which specifies the law that governs the promise or order; or

(v) an undertaking to resolve in a specified forum a dispute concerning the promise or order.

(b) Definition of "instrument".--"Instrument" means a negotiable instrument.

(c) Negotiable instrument and check.--An order that meets all of the requirements of subsection (a), except paragraph

(1), and otherwise falls within the definition of "check" in subsection (f) is a negotiable instrument and a check.

(d) When promise or order not an instrument.--A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this division.

(e) Note and draft.--An instrument is a "note" if it is a promise and is a "draft" if it is an order. If an instrument falls within the definition of both "note" and "draft," a person entitled to enforce the instrument may treat it as either.

(f) Definition of "check".--"Check" means:

(1) a draft, other than a documentary draft, payable on demand and drawn on a bank; or

(2) a cashier's check or teller's check. An instrument may be a check even though it is described on its face by another term, such as "money order."

(g) Definition of "cashier's check".--"Cashier's check" means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.

(h) Definition of "teller's check".--"Teller's check" means a draft drawn by a bank:

(1) on another bank; or

(2) payable at or through a bank.

(i) Definition of "traveler's check".--"Traveler's check" means an instrument that:

(1) is payable on demand;

(2) is drawn on or payable at or through a bank;

(3) is designated by the term "traveler's check" or by a substantially similar term; and

(4) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.

(j) Definition of "certificate of deposit".--"Certificate of deposit" means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a)(3). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 3104 is referred to in sections 2103, 3103, 3106, 3115, 4104, 9102 of this title; section 2112 of Title 68 (Real and Personal Property).
13 Pa.C.S. § 4201 — PA Code / Title 13 / Chapter 42 / Section 4201
Status of collecting bank as agent and provisional status of credits; applicability of division; item indorsed "pay any bank."
Status: in_force

(a) Agency status of bank and provisional status of settlement.--Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes final, the bank, with respect to the item, is an agent or sub-agent of the owner of the item and any settlement given for the item is provisional. This provision applies regardless of the form of indorsement or lack of indorsement and even though credit given for the item is subject to immediate withdrawal as of right or is in fact withdrawn; but the continuance of ownership of an item by its owner and any rights of the owner to proceeds of the item are subject to rights of a collecting bank, such as those resulting from outstanding advances on the item and rights of recoupment or setoff. If an item is handled by banks for purposes of presentment, payment, collection or return, the relevant provisions of this division apply even though action of the parties clearly establishes that a particular bank has purchased the item and is the owner of it.

(b) Effect of "pay any bank" indorsement.--After an item has been indorsed with the words "pay any bank" or the like, only a bank may acquire the rights of a holder until the item has been:

(1) returned to the customer initiating collection; or

(2) specially indorsed by a bank to a person who is not a bank. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4201 is referred to in section 3206 of this title.
13 Pa.C.S. § 2203 — PA Code / Title 13 / Chapter 22 / Section 2203
Seals inoperative.
Status: in_force

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a 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. § 8113 — PA Code / Title 13 / Chapter 81 / Section 8113
Statute of frauds inapplicable.
Status: in_force

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
13 Pa.C.S. § 2317 — PA Code / Title 13 / Chapter 23 / Section 2317
Cumulation and conflict of warranties express or implied.
Status: in_force

Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine 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. § 1202 — PA Code / Title 13 / Chapter 12 / Section 1202
Notice; knowledge.
Status: in_force

(a) Notice.--Subject to subsection (f), a person has notice of a fact if the person:

(1) has actual knowledge of it;

(2) has received a notice or notification of it; or

(3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

(b) Knowledge.--"Knowledge" means actual knowledge. "Knows" has a corresponding meaning.

(c) Reason to know distinguished.--"Discover," "learn" or words of similar import refer to knowledge rather than to reason to know.

(d) Notify.--A person notifies or gives a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.

(e) Be notified.--Subject to subsection (f), a person receives a notice or notification when:

(1) it comes to that person's attention; or

(2) it is duly delivered in a form reasonable under the circumstances at:

(i) the place of business through which the contract was made; or

(ii) another location held out by that person as the place for receipt of such communications.

(f) Communication to organizations.--Notice, knowledge or notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. Cross References. Section 1202 is referred to in section 4A106 of this title.
13 Pa.C.S. § 9406 — PA Code / Title 13 / Chapter 94 / Section 9406
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.
Status: in_force

(a) Discharge of account debtor; effect of notification.--Subject to subsections (b) through (i) and (l), an account debtor on an account, chattel paper or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.

(b) When notification ineffective.--Subject to subsections

(h) and (l), notification is ineffective under subsection (a):

(1) If it does not reasonably identify the rights assigned.

(2) To the extent that an agreement between an account debtor and a 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.

(3) At the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee even if:

(i) only a portion of the account, chattel paper or payment intangible has been assigned to that assignee;

(ii) a portion has been assigned to another assignee; or

(iii) the account debtor knows that the assignment to that assignee is limited.

(c) Proof of assignment.--Subject to subsections (h) and

(l), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor even if the account debtor has received a notification under subsection

(a).

(d) Term restricting assignment generally ineffective.--In this subsection, "promissory note" includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subsections (e) and (j) and sections 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) and 9407 (relating to restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest) and subject to subsection (h), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:

(1) prohibits, restricts or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, the account, chattel paper, payment intangible or promissory note; or

(2) provides that the assignment or transfer or the creation, attachment, perfection or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the account, chattel paper, payment intangible or promissory note.

(e) Inapplicability of subsection (d) to certain sales.--Subsection (d) does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under section 9610 (relating to disposition of collateral after default) or an acceptance of collateral under section 9620 (relating to acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral).

(f) Legal restrictions on assignment generally ineffective.--Except as otherwise provided in subsection (j) and sections 2A303 and 9407 and subject to subsections (h) and

(i), a rule of law, statute or regulation which prohibits, restricts or requires the consent of a government, governmental body or official or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute or regulation:

(1) prohibits, restricts or requires the consent of the government, governmental body or official or account debtor to the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, the account or chattel paper; or

(2) provides that the assignment or transfer or the creation, attachment, perfection or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the account or chattel paper.

(g) Subsection (b)(3) not waivable.--Subject to subsections

(h) and (l), an account debtor may not waive or vary its option under subsection (b)(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.

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

(j) Section prevails over inconsistent law.--

(1) Except as set forth in paragraphs (2), (3), (4) and

(5), this section prevails over any inconsistent provision of any existing or future statute or regulation of the Commonwealth unless the provision is contained in a statute of the Commonwealth, refers expressly to this section and states that the provision prevails over this section.

(2) Subsection (f) does not apply to an account or chattel paper if the account debtor is the Commonwealth.

(3) Subsection (f) does not apply to the following:

(i) A claim or right to receive benefits under a workers' compensation act as compensation for personal injury or sickness, including a claim or right to receive benefits under the act of June 2, 1915 (P.L.736, No.338), known as the Workers' Compensation Act.

(ii) The act of June 21, 1939 (P.L.566, No.284), known as The Pennsylvania Occupational Disease Act.

(iii) Section 306 of the act of August 26, 1971 (P.L.351, No.91), known as the State Lottery Law.

(4) Subsections (d) and (f) do not apply to a claim or right to receive benefits from a special needs trust described in section 1917(d)(4) of the Social Security Act (49 Stat. 620, 42 U.S.C. § 1396p(d)(4)).

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

(k) (Reserved).

(l) Inapplicability of certain subsections.--Subsections

(a), (b), (c) and (g) do not apply to a controllable account or controllable payment intangible. (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), (b), (c), (d) and (g) and added subsecs. (k) and (l). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Amendment . Act 30 amended subsec. (e). Cross References. Section 9406 is referred to in sections 2210, 9209, 9401, 9405, 9408 of this title.
13 Pa.C.S. § 9504 — PA Code / Title 13 / Chapter 95 / Section 9504
Indication of collateral.
Status: in_force

A financing statement sufficiently indicates the collateral which it covers if the financing statement provides:

(1) a description of the collateral pursuant to section 9108 (relating to sufficiency of description); or

(2) an indication that the financing statement covers all assets or all personal property.
13 Pa.C.S. § 2A511 — PA Code / Title 13 / Chapter 2 / Section 2A511
Merchant lessee's duties as to rightfully rejected goods.
Status: in_force

(a) General rule.--Subject to any security interest of a lessee (section 2A508(e)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease or otherwise dispose of the goods for the lessor's account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(b) Reimbursement of expenses and commission.--If a merchant lessee (subsection (a)) or any other lessee (section 2A512) disposes of goods, he is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding 10% of the gross proceeds.

(c) Good faith conduct.--In complying with this section or section 2A512 (relating to lessee's duties as to rightfully rejected goods), the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.

(d) Rights of good faith purchaser.--A purchaser who purchases in good faith from a lessee pursuant to this section or section 2A512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this division. Cross References. Section 2A511 is referred to in sections 2A305, 2A512 of this title.
13 Pa.C.S. § 2610 — PA Code / Title 13 / Chapter 26 / Section 2610
Anticipatory repudiation.
Status: in_force

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

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

(2) resort to any remedy for breach (section 2703 or 2711), even though he has notified the repudiating party that he would await performance by the latter and has urged retraction; and

(3) in either case suspend his own performance or proceed in accordance with the provisions of this division on the right of the seller to identify goods to the contract notwithstanding breach or to salvage unfinished goods (section 2704).

Cross References. Section 2610 is referred to in section 2709 of this title.
13 Pa.C.S. § 1307 — PA Code / Title 13 / Chapter 13 / Section 1307
Prima facie evidence by third-party documents.
Status: in_force

A document in due form purporting to be a bill of lading, a policy or certificate of insurance, an official weigher's or inspector's certificate, a consular invoice or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
13 Pa.C.S. § 3203 — PA Code / Title 13 / Chapter 32 / Section 3203
Transfer of instrument; rights acquired by transfer.
Status: in_force

(a) When transfer effected.--An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.

(b) Rights obtained upon transfer of instrument.--Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.

(c) Right of transferee to demand indorsement.--Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made.

(d) Effect of transfer of less than entire instrument.--If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this division and has only the rights of a partial assignee. Cross References. Section 3203 is referred to in section 3103 of this title.
13 Pa.C.S. § 8101 — PA Code / Title 13 / Chapter 81 / Section 8101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 8, Investment Securities.
13 Pa.C.S. § 5106 — PA Code / Title 13 / Chapter 51 / Section 5106
Issuance, amendment, cancellation and duration.
Status: in_force

(a) Issuance; revocability.--A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.

(b) Effect of amendment or cancellation in certain circumstances.--After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.

(c) No stated expiration date.--If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.

(d) Perpetual letters of credit.--A letter of credit that states that it is perpetual expires five years after its stated date of issuance or, if none is stated, after the date on which it is issued. 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 5106 is referred to in sections 5103, 9700 of this title.
13 Pa.C.S. § 4A502 — PA Code / Title 13 / Chapter 4 / Section 4A502
Creditor process served on receiving bank; setoff by beneficiary's bank.
Status: in_force

(a) Definition.--As used in this section, the term "creditor process" means levy, attachment, garnishment, notice of lien, sequestration or similar process issued by or on behalf of a creditor or other claimant with respect to an account.

(b) Creditor process served on receiving bank.--This subsection applies to creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining rights with respect to the creditor process, if the receiving bank accepts the payment order, the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.

(c) Payment orders issued to beneficiary's bank.--If a beneficiary's bank has received a payment order for payment to the beneficiary's account in the bank, the following rules apply:

(1) The bank may credit the beneficiary's account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy creditor process served on the bank with respect to the account.

(2) The bank may credit the beneficiary's account and allow withdrawal of the amount credited unless creditor process with respect to the account is served at a time and in a manner affording the bank a reasonable opportunity to act to prevent withdrawal.

(3) If creditor process with respect to the beneficiary's account has been served and the bank has had a reasonable opportunity to act on it, the bank may not reject the payment order except for a reason unrelated to the service of process.

(d) Creditor process served on beneficiary's bank.--Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary's bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not obliged to act with respect to the process.
13 Pa.C.S. § 4A201 — PA Code / Title 13 / Chapter 4 / Section 4A201
Security procedure.
Status: in_force

"Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of:

(1) verifying that a payment order or communication amending or canceling a payment order is that of the customer; or

(2) detecting error in the transmission or the content of the payment order or communication. A security procedure may impose an obligation on the receiving bank or the customer and may require the use of algorithms or other codes, identifying words, numbers, symbols, sounds, biometrics, encryption, callback procedures or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer or requiring a payment order to be sent from a known email address, IP address or telephone number is not by itself a security procedure. (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 4A201 is referred to in section 4A105 of this title.
13 Pa.C.S. § 2601 — PA Code / Title 13 / Chapter 26 / Section 2601
Rights of buyer on improper delivery.
Status: in_force

Subject to the provisions of this division on breach in installment contracts (section 2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 2718 and 2719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:

(1) reject the whole;

(2) accept the whole; or

(3) accept any commercial unit or units and reject the rest.
13 Pa.C.S. § 5118 — PA Code / Title 13 / Chapter 51 / Section 5118
Security interest of issuer or nominated person.
Status: in_force

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

(b) Duration.--So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Division 9 (relating to secured transactions), but:

(1) a security agreement is not necessary to make the security interest enforceable under section 9203(b)(3) (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites);

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

(3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document. Cross References. Section 5118 is referred to in sections 9102, 9109, 9203, 9309, 9322 of this title. DIVISION 6 BULK TRANSFERS (Repealed) 1992 Repeal Note. Division 6 (Chapter 61) was added November 1, 1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one year. Section 30 of Act 97 provided that rights and obligations that arose under Division 6 before its repeal remain valid and may be enforced as though those provisions had not been repealed.
13 Pa.C.S. § 3111 — PA Code / Title 13 / Chapter 31 / Section 3111
Place of payment.
Status: in_force

Except as otherwise provided for items in Division 4 (relating to bank deposits and collections), an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one

place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
13 Pa.C.S. § 7104 — PA Code / Title 13 / Chapter 71 / Section 7104
Negotiable and nonnegotiable document of title.
Status: in_force

(a) Negotiable.--Except as otherwise provided in subsection

(c), document of title is negotiable if, by its terms, the goods are to be delivered to the bearer or to the order of a named person.

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

(c) Legend determinative.--A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
13 Pa.C.S. § 3101 — PA Code / Title 13 / Chapter 31 / Section 3101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 3, Negotiable Instruments.
13 Pa.C.S. § 3403 — PA Code / Title 13 / Chapter 34 / Section 3403
Unauthorized signature.
Status: in_force

(a) Ineffectiveness or ratification.--Unless otherwise provided in this division or Division 4 (relating to bank deposits and collections), an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this division.

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

(c) Liability.--The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this division which makes the unauthorized signature effective for the purposes of this division. Cross References. Section 3403 is referred to in section 4104 of this title.
13 Pa.C.S. § 4105 — PA Code / Title 13 / Chapter 41 / Section 4105
"Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank." The following words and phrases when used in this division shall have the meanings given to them in this section:
Status: in_force

"Bank." A person engaged in the business of banking, including a savings bank, savings and loan association, credit union or trust company.

"Collecting bank." A bank handling an item for collection except the payor bank.

"Depositary bank." The first bank to take an item even though it is also the payor bank unless the item is presented for immediate payment over the counter.

"Intermediary bank." A bank to which an item is transferred in course of collection except the depositary or payor bank.

"Payor bank." A bank that is the drawee of a draft.

"Presenting bank." A bank presenting an item except a payor bank. (July 9, 1992, P.L.507, No.97, eff. one year; June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended the intro. par. Cross References. Section 4105 is referred to in sections 3103, 4104 of this title.
13 Pa.C.S. § 8114 — PA Code / Title 13 / Chapter 81 / Section 8114
Evidentiary rules concerning certificated securities.
Status: in_force

The following rules apply in an action on a certificated security against the issuer:

(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.

(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.

(3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.

(4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
13 Pa.C.S. § 2511 — PA Code / Title 13 / Chapter 25 / Section 2511
Tender of payment by buyer; payment by check.
Status: in_force

(a) Tender of payment condition to delivery.--Unless otherwise agreed tender of payment is a condition to the duty of the seller to tender and complete any delivery.

(b) Manner of tender of payment.--Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

(c) Payment by check.--Subject to the provisions of this title on the effect of an instrument on an obligation (section 3310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended subsec. (c).
13 Pa.C.S. § 32 — PA Code / Title 13 / Chapter 32 / Section 32
Effective date.
Status: in_force

This act shall take effect in one year. 1996, MAY 22, P.L.248, NO.44 § 1. Short title. This act shall be known and may be cited as the Uniform Commercial Code Modernization Act of 1996. Explanatory Note. Act 44 amended, added or repealed sections 1105, 1206, 1209, 2201, 3312, 4104 and 5114, Division 8 and sections 9103, 9105, 9106, 9115, 9116, 9203, 9301, 9302, 9303, 9304, 9305, 9306, 9309 and 9312 of Title 13.
13 Pa.C.S. § 2609 — PA Code / Title 13 / Chapter 26 / Section 2609
Right to adequate assurance of performance.
Status: in_force

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

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

(c) Effect of acceptance of improper delivery or payment.--Acceptance of any improper delivery or payment does not prejudice the right of the aggrieved party to demand adequate assurance of future performance.

(d) Effect of failure to provide assurance.--After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. Cross References. Section 2609 is referred to in sections 2210, 2611 of this title.
13 Pa.C.S. § 2313 — PA Code / Title 13 / Chapter 23 / Section 2313
Express warranties by affirmation, promise, description or sample.
Status: in_force

(a) General rule.--Express warranties by the seller are created as follows:

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

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

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

(b) Formal words or specific intent unnecessary.--It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the opinion of the seller or commendation of the goods does not create a warranty.
13 Pa.C.S. § 4301 — PA Code / Title 13 / Chapter 43 / Section 4301
Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.
Status: in_force

(a) Return by payor bank of item provisionally settled.--If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before midnight of the banking day of receipt, the payor bank may revoke the settlement and recover the settlement if, before it has made final payment and before its midnight deadline, it:

(1) returns the item; or

(2) sends written notice of dishonor or nonpayment if the item is unavailable for return.

(b) Time for return of provisionally settled item.--If a demand item is received by a payor bank for credit on its books, it may return the item or send notice of dishonor and may revoke any credit given or recover the amount thereof withdrawn by its customer, if it acts within the time limit and in the manner specified in subsection (a).

(c) Time when item is dishonored.--Unless previous notice of dishonor has been sent, an item is dishonored at the time when for purposes of dishonor it is returned or notice sent in accordance with this section.

(d) Acts constituting return of item.--An item is returned:

(1) as to an item presented through a clearinghouse, when it is delivered to the presenting or last collecting bank or to the clearinghouse or is sent or delivered in accordance with clearinghouse rules; or

(2) in all other cases, when it is sent or delivered to the bank's customer or transferor or pursuant to his instructions. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4301 is referred to in sections 3502, 4214 of this title.
13 Pa.C.S. § 9108 — PA Code / Title 13 / Chapter 91 / Section 9108
Sufficiency of description.
Status: in_force

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

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

(1) specific listing;

(2) category;

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

(4) quantity;

(5) computational or allocational formula or procedure; or

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

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

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

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

(2) the underlying financial asset or commodity contract.

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

(1) a commercial tort claim; or

(2) in a consumer transaction, consumer goods, a security entitlement, a securities account or a commodity account. Cross References. Section 9108 is referred to in section 9504 of this title; section 6222 of Title 12 (Commerce and Trade).
13 Pa.C.S. § 9310 — PA Code / Title 13 / Chapter 93 / Section 9310
When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.
Status: in_force

(a) General rule: perfection by filing.--Except as otherwise provided in subsection (b) and section 9312(b) (relating to perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit

rights and money; perfection by permissive filing; temporary perfection without filing or transfer of possession), a financing statement must be filed to perfect all security interests and agricultural liens.

(b) Exceptions: filing not necessary.--The filing of a financing statement is not necessary to perfect a security interest:

(1) which is perfected under section:

(i) 9308(d) (relating to supporting obligation);

(ii) 9308(e) (relating to lien securing right to payment);

(iii) 9308(f) (relating to security entitlement carried in securities account); or

(iv) 9308(g) (relating to commodity contract carried in commodity account);

(2) which is perfected under section 9309 (relating to security interest perfected upon attachment) when it attaches;

(3) in property subject to a statute, regulation or treaty described in section 9311(a) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties);

(4) in goods in possession of a bailee which is perfected under section 9312(d)(1) or (2);

(5) in certificated securities, documents, goods or instruments which is perfected without filing, control or possession under section:

(i) 9312(e);

(ii) 9312(f); or

(iii) 9312(g);

(6) in collateral in the secured party's possession under section 9313 (relating to when possession by or delivery to secured party perfects security interest without filing);

(7) in a certificated security which is perfected by delivery of the security certificate to the secured party under section 9313;

(8) in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property or letter-of-credit rights which is perfected by control under section 9314 (relating to perfection by control);

(8.1) in chattel paper which is perfected by possession and control under section 9314.1 (relating to perfection by possession and control of chattel paper);

(9) in proceeds which is perfected under section 9315 (relating to secured party's rights on disposition of collateral and in proceeds); or

(10) which is perfected under section 9316 (relating to effect of change in governing law).

(c) Assignment of perfected security interest.--If a secured party assigns a perfected security interest or agricultural lien, a filing under this division is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor. (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. (a) and (b)(4),

(5) and (8) and added subsec. (b)(8.1). See section 1 of Act

41 in the appendix to this title for special provisions relating to findings and declarations. 2013 Amendment. Act 30 amended subsec. (b)(10). Cross References. Section 9310 is referred to in sections 9102, 9308, 9311 of this title.
13 Pa.C.S. § 8509 — PA Code / Title 13 / Chapter 85 / Section 8509
Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
Status: in_force

(a) Compliance with statute, etc., satisfies duty.--If the substance of a duty imposed upon a securities intermediary by sections 8504 (relating to duty of securities intermediary to maintain financial asset) through 8508 (relating to duty of securities intermediary to change entitlement holder's position to other form of security holding) is the subject of another statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.

(b) When standards not specified in statute, etc.--To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.

(c) Limitations on obligations of securities intermediary.--The obligation of a securities intermediary to perform the duties imposed by sections 8504 through 8508 is subject to:

(1) rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and

(2) rights of the securities intermediary under other law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.

(d) When action prohibited by statute, etc.--Sections 8504 through 8508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.
13 Pa.C.S. § 9311 — PA Code / Title 13 / Chapter 93 / Section 9311
Perfection of security interests in property subject to certain statutes, regulations and treaties.
Status: in_force

(a) Security interest subject to other law.--Except as otherwise provided in subsection (d), the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:

(1) a statute, regulation or treaty of the United States whose requirements for a security interest's obtaining priority over the rights of a lien creditor with respect to the property preempt section 9310(a) (relating to when filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply);

(2) a statute of this Commonwealth or regulations promulgated thereunder, to the extent such statute or regulations provide for a security interest to be indicated on certificate of title as a condition or result of perfection; or

(3) a statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the property.

(b) Compliance with other law.--Compliance with the requirements of a statute, regulation or treaty described in subsection (a) for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this division. Except as otherwise provided in subsection

(d) and sections 9313 (relating to when possession by or delivery to secured party perfects security interest without filing) and 9316(d) and (e) (relating to effect of change in governing law) for goods covered by a certificate of title, a security interest in property subject to a statute, regulation or treaty described in subsection (a) may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.

(c) Duration and renewal of perfection.--Except as otherwise provided in subsection (d) and section 9316(d) and (e), duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation or treaty described in subsection (a) are governed by the statute, regulation or treaty. In other respects, the security interest is subject to this division.

(d) Inapplicability to certain inventory.--During any period in which collateral subject to a statute specified in subsection

(a)(2) is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsecs. (a)(2) and (3) and

(b). Cross References. Section 9311 is referred to in sections 9308, 9309, 9310, 9316, 9334, 9335, 9337, 9505, 9611, 9621 of

this title; section 5323 of Title 30 (Fish); sections 7712.8, 7712.13 of Title 75 (Vehicles).
13 Pa.C.S. § 4110 — PA Code / Title 13 / Chapter 41 / Section 4110
Electronic presentment.
Status: in_force

(a) Definition of "agreement for electronic presentment".--"Agreement for electronic presentment" means an agreement, clearinghouse rule or Federal Reserve regulation or operating circular, providing that presentment of an item may

be made by transmission of an image of an item or information describing the item ("presentment notice") rather than delivery of the item itself. The agreement may provide for procedures governing retention, presentment, payment, dishonor and other matters concerning items subject to the agreement.

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

(c) Presentment by presentment notice.--If presentment is made by presentment notice, a reference to "item" or "check" in this division means the presentment notice unless the context otherwise indicates. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 added section 4110. Cross References. Section 4110 is referred to in section 4104 of this title.
13 Pa.C.S. § 9104 — PA Code / Title 13 / Chapter 91 / Section 9104
Control of deposit account.
Status: in_force

(a) Requirements for control.--A secured party has control of a deposit account if:

(1) the secured party is the bank with which the deposit account is maintained;

(2) the debtor, secured party and bank have agreed in a signed record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor;

(3) the secured party becomes the bank's customer with respect to the deposit account; or

(4) another person, other than the debtor:

(i) has control of the deposit account and acknowledges that it has control on behalf of the secured party; or

(ii) obtains control of the deposit account after having acknowledged that it will obtain control of the deposit account on behalf of the secured party.

(b) Debtor's right to direct disposition.--A secured party that has satisfied subsection (a) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9104 is referred to in sections 9203, 9207, 9208, 9314, 9327, 9340, 9342, 9601, 9607 of this title.
13 Pa.C.S. § 2A519 — PA Code / Title 13 / Chapter 2 / Section 2A519
Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods.
Status: in_force

(a) Measure of damages for nondelivery or rejection.--Except as otherwise provided with respect to damages liquidated in the

lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 2A518(b) (relating to cover; substitute goods), or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

(b) Determination of market rent.--Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

(c) Measure of damages for nonconforming tender or delivery or other default.--Except as otherwise agreed, if the lessee has accepted goods and given notification (section 2A516(c)), the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

(d) Measure of damages for breach of warranty.--Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (a). Cross References. Section 2A519 is referred to in sections 2A507, 2A508, 2A518 of this title.
13 Pa.C.S. § 2505 — PA Code / Title 13 / Chapter 25 / Section 2505
Shipment by seller under reservation.
Status: in_force

(a) General rule.--Where the seller has identified goods to the contract by or before shipment:

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

(2) A nonnegotiable bill of lading to himself or his nominee reserves possession of the goods as security, but except in a case of conditional delivery (section 2507(b)) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(b) Shipment in violation of contract.--When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within section 2504 (relating to shipment by seller) but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the powers of the seller as a holder of a negotiable document of title. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsecs. (a)(2) and (b). Cross References. Section 2505 is referred to in sections 1201, 2509, 9102, 9109, 9110, 9309 of this title.
13 Pa.C.S. § 7101 — PA Code / Title 13 / Chapter 71 / Section 7101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code-Documents of Title.
13 Pa.C.S. § 9707 — PA Code / Title 13 / Chapter 97 / Section 9707
Amendment of pre-effective-date financing statement.
Status: in_force

(a) Pre-effective-date financing statement.--In this section, "pre-effective-date financing statement" means a financing statement filed before Revised Division 9 takes effect.

(b) Applicable law.--After Revised Division 9 takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Chapter 93 of Revised Division 9 (relating to perfection and priority). However, the effectiveness of a pre-effective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Method of amending: general rule.--Except as otherwise provided in subsection (d), if the law of this Commonwealth governs perfection of a security interest, the information in a pre-effective-date financing statement may be amended after Revised Division 9 takes effect only if:

(1) the pre-effective-date financing statement and an amendment are filed in the office specified in section 9501 of Revised Division 9 (relating to filing office);

(2) an amendment is filed in the office specified in section 9501 of Revised Division 9 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 9706(c) of Revised Division 9 (relating to when initial financing statement suffices to continue effectiveness of financing statement); or

(3) an initial financing statement that provides the information as amended and satisfies section 9706(c) of Revised Division 9 is filed in the office specified in section 9501 of Revised Division 9.

(d) Method of amending: continuation.--If the law of this Commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement may be continued only under section 9705(d) and (f) of Revised Division 9 (relating to effectiveness of action taken before effective date) or section 9706 of Revised Division 9.

(e) Methods of amending: additional termination rule.--Whether or not the law of this Commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement filed in this

Commonwealth may be terminated after Revised Division 9 takes effect by filing a termination statement in the office in which the pre-effective-date financing statement is filed unless one or both of the following conditions apply:

(1) An initial financing statement that satisfies section 9706(c) of Revised Division 9 has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Chapter 93 of Revised Division 9 as the office in which to file a financing statement.

(2) The pre-effective-date financing statement is filed in the office of a prothonotary of a county of this Commonwealth. Cross References. Section 9707 is referred to in section 9702 of this title.
13 Pa.C.S. § 3118 — PA Code / Title 13 / Chapter 31 / Section 3118
Statute of limitations.
Status: in_force

(a) Note payable at definite time.--Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.

(b) Note payable on demand.--Except as provided in subsection (d) or (e), if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within six years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of ten years.

(c) Unaccepted draft.--Except as provided in subsection

(d), an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or ten years after the date of the draft, whichever period expires first.

(d) Certified check, teller's check, cashier's check and traveler's check.--An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller's check, cashier's check or traveler's check must be commenced within three years after demand for payment is made to the acceptor or issuer, as the case may be.

(e) Certificate of deposit.--An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six years after demand for payment is made to the maker, but, if the instrument states a due date and the maker is not required to pay before that date, the six-year period begins when a demand for payment is in effect and the due date has passed.

(f) Accepted draft.--An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced:

(1) within six years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time; or

(2) within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.

(g) Conversion, breach of warranty and other Division 3 actions.--Unless governed by other law regarding claims for indemnity or contribution, an action:

(1) for conversion of an instrument, for money had and received or like action based on conversion;

(2) for breach of warranty; or

(3) to enforce an obligation, duty or right arising under this division and not governed by this section; must be commenced within three years after the cause of action accrues.
13 Pa.C.S. § 4A101 — PA Code / Title 13 / Chapter 4 / Section 4A101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 4A, Funds Transfers.
13 Pa.C.S. § 3604 — PA Code / Title 13 / Chapter 36 / Section 3604
Discharge by cancellation or renunciation.
Status: in_force

(a) Methods of discharge.--

(1) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument:

(i) by an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation or cancellation of the instrument, cancellation or striking out of the party's signature or the addition of words to the instrument indicating discharge; or

(ii) by agreeing not to sue or otherwise renouncing rights against the party by a signed writing.

(2) The obligation of a party to pay a check is not discharged solely by destruction of the check in connection with a process in which:

(i) information is extracted from the check, and an image of the check is made; and

(ii) subsequently, the information and image are transmitted for payment.

(b) Certain rights unaffected.--Cancellation or striking out of an indorsement pursuant to subsection (a) does not affect the status and rights of a party derived from the indorsement. (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 3604 is referred to in section 3605 of this title.
13 Pa.C.S. § 9109 — PA Code / Title 13 / Chapter 91 / Section 9109
Scope.
Status: in_force

(a) General scope of division.--Except as otherwise provided in subsections (c) and (d), this division applies to:

(1) a transaction, regardless of its form, which creates a security interest in personal property or fixtures by contract;

(2) an agricultural lien;

(3) a sale of accounts, chattel paper, payment intangibles or promissory notes;

(4) a consignment;

(5) a security interest arising under section 2401 (relating to passing of title; reservation for security; limited application of section), 2505 (relating to shipment by seller under reservation), 2711(c) (relating to security interest of buyer in rejected goods) or 2A508(e) (relating to security interest in goods in lessee's possession), as provided in section 9110 (relating to security interests arising under Division 2 or 2A); and

(6) a security interest arising under section 4210 (relating to security interest of collecting bank in items, accompanying documents and proceeds) or 5118 (relating to security interest of issuer or nominated person).

(b) Security interest in secured obligation.--The application of this division to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this division does not apply.

(c) Extent to which division does not apply.--This division does not apply to the extent that:

(1) a statute, regulation or treaty of the United States preempts this division;

(2) another statute of this Commonwealth expressly governs the creation, perfection, priority or enforcement of a security interest created by the Commonwealth or a governmental unit of the Commonwealth;

(3) a statute of another state, a foreign country or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority or enforcement of a security interest created by the state, country or governmental unit; or

(4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under section 5114 (relating to assignment of proceeds).

(d) Inapplicability of division.--This division does not apply to any of the following:

(1) A landlord's lien other than an agricultural lien.

(2) A lien, other than an agricultural lien, given by statute or other rule of law for services or materials. Section 9333 (relating to priority of certain liens arising by operation of law) applies with respect to priority of the lien.

(3) An assignment of a claim for wages, salary or other compensation of an employee.

(4) A sale of accounts, chattel paper, payment intangibles or promissory notes as part of a sale of the business out of which they arose.

(5) An assignment of accounts, chattel paper, payment intangibles or promissory notes which is for the purpose of collection only.

(6) An assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract.

(7) An assignment of a single account, payment intangible or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness.

(8) A transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment. Sections 9315 (relating to secured party's rights on disposition of collateral and in proceeds) and 9322 (relating to priorities among conflicting security interests in and agricultural liens on same collateral) apply with respect to proceeds and priorities in proceeds.

(9) An assignment of a right represented by a judgment, other than a judgment taken on a right to payment which was collateral.

(10) A right of recoupment or set-off. However:

(i) section 9340 (relating to effectiveness of right of recoupment or set-off against deposit account) applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and

(ii) section 9404 (relating to rights acquired by assignee; claims and defenses against assignee) applies with respect to defenses or claims of an account debtor.

(11) The creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:

(i) liens on real property in sections 9203 (relating to attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites) and 9308 (relating to when security interest or agricultural lien is perfected; continuity of perfection);

(ii) fixtures in section 9334 (relating to priority of security interests in fixtures and crops);

(iii) fixture filings in sections 9501 (relating to filing office), 9502 (relating to contents of financing statement; record of mortgage as financing statement; time of filing financing statement), 9512 (relating to amendment of financing statement), 9516 (relating to what constitutes filing; effectiveness of filing) and 9519 (relating to numbering, maintaining and indexing records; communicating information provided in records); and

(iv) security agreements covering personal and real property in section 9604 (relating to procedure if security agreement covers real property or fixtures).

(12) An assignment of a claim arising in tort, other than a commercial tort claim. Sections 9315 and 9322 apply with respect to proceeds and priorities in proceeds.

(13) An assignment of a deposit account in a consumer transaction. Sections 9315 and 9322 apply with respect to proceeds and priorities in proceeds.

(14) A security interest in intangible transition property, as defined in 66 Pa.C.S. § 2812(g) (relating to approval of transition bonds), to the extent that such security interest is governed by 66 Pa.C.S. § 2812 rather than by this title. Cross References. Section 9109 is referred to in section 2A303 of this title.
13 Pa.C.S. § 2A524 — PA Code / Title 13 / Chapter 2 / Section 2A524
Lessor's right to identify goods to lease contract.
Status: in_force

(a) General rule.--A lessor aggrieved under section 2A523(a) (relating to lessor's remedies) may:

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

(2) dispose of goods (section 2A527(a)) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(b) Unfinished goods.--If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner. Cross References. Section 2A524 is referred to in sections 2A402, 2A523 of this title.
13 Pa.C.S. § 4A402 — PA Code / Title 13 / Chapter 4 / Section 4A402
Obligation of sender to pay receiving bank.
Status: in_force

(a) Scope of section.--This section is subject to sections 4A205 (relating to erroneous payment orders) and 4A207 (relating to misdescription of beneficiary).

(b) Payment order issued to beneficiary's bank.--With respect to a payment order issued to the beneficiary's bank, acceptance of the order by the bank obliges the sender to pay the bank the amount of the order, but payment is not due until the payment date of the order.

(c) Payment order issued to receiving bank other than beneficiary's bank.--This subsection is subject to subsection

(e) and to section 4A303 (relating to erroneous execution of

payment order). With respect to a payment order issued to a receiving bank other than the beneficiary's bank, acceptance of the order by the receiving bank obliges the sender to pay the bank the amount of the sender's order. Payment by the sender is not due until the execution date of the sender's order. The obligation of that sender to pay its payment order is excused if the funds transfer is not completed by acceptance by the beneficiary's bank of a payment order instructing payment to the beneficiary of that sender's payment order.

(d) Refund.--If the sender of a payment order pays the order and was not obliged to pay all or part of the amount paid, the bank receiving payment is obliged to refund payment to the extent the sender was not obliged to pay. Except as provided in sections 4A204 (relating to refund of payment and duty of customer to report with respect to unauthorized payment order) and 4A304 (relating to duty of sender to report erroneously executed payment order), interest is payable on the refundable amount from the date of payment.

(e) Certain subrogation rights.--If a funds transfer is not completed as stated in subsection (c) and an intermediary bank is obliged to refund payment as stated in subsection (d) but is unable to do so because not permitted by applicable law or because the bank suspends payments, a sender in the funds transfer that executed a payment order in compliance with an instruction, as stated in section 4A302(a)(1) (relating to obligations of receiving bank in execution of payment order), to route the funds transfer through that intermediary bank is entitled to receive or retain payment from the sender of the payment order that it accepted. The first sender in the funds transfer that issued an instruction requiring routing through that intermediary bank is subrogated to the right of the bank that paid the intermediary bank to refund as stated in subsection (d).

(f) Prohibition against modification by agreement of certain rights of sender.--The right of the sender of a payment order to be excused from the obligation to pay the order as stated in subsection (c) or to receive refund under subsection (d) may not be varied by agreement. Cross References. Section 4A402 is referred to in sections 4A303, 4A304, 4A403, 4A405 of this title.
13 Pa.C.S. § 9305 — PA Code / Title 13 / Chapter 93 / Section 9305
Law governing perfection and priority of security interests in investment property.
Status: in_force

(a) Governing law; general rules.--Except as otherwise provided in subsection (c), the following rules apply:

(1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in the certificated security represented thereby.

(2) The local law of the issuer's jurisdiction as specified in section 8110(d) (relating to applicability; choice of law) governs perfection, the effect of perfection or nonperfection and the priority of a security interest in an uncertificated security.

(3) The local law of the securities intermediary's jurisdiction as specified in section 8110(e) governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a security entitlement or securities account.

(4) The local law of the commodity intermediary's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a commodity contract or commodity account.

(5) Paragraphs (2), (3) and (4) apply even if the transaction does not bear any relation to the jurisdiction.

(b) Commodity intermediary's jurisdiction.--The following rules determine a commodity intermediary's jurisdiction for purposes of this part:

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

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

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

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

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

(c) When perfection governed by law of jurisdiction where debtor located.--The local law of the jurisdiction in which the debtor is located governs:

(1) perfection of a security interest in investment property by filing;

(2) automatic perfection of a security interest in investment property created by a broker or securities intermediary; and

(3) automatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added subsec. (a)(5). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9305 is referred to in sections 9301, 9316 of this title.
13 Pa.C.S. § 9700 — PA Code / Title 13 / Chapter 97 / Section 9700
Definitions.
Status: in_force

The following words and terms when used in this chapter shall have the meanings given to them in this section:

"Former Division 9." The provisions of this title, other than Division 5 (relating to letters of credit), as in effect before the effective date of Revised Division 9.

"Revised Division 9." The provisions of this title, other than sections 5101 (relating to short title of division) through 5117 (relating to subrogation of issuer, applicant and nominated person), as amended by the Uniform Commercial Code Modernization Act of 2001 and as they may be further amended.
13 Pa.C.S. § 4A403 — PA Code / Title 13 / Chapter 4 / Section 4A403
Payment by sender to receiving bank.
Status: in_force

(a) When payment occurs.--Payment of the sender's obligation under section 4A402 (relating to obligation of sender to pay receiving bank) to pay the receiving bank occurs as follows:

(1) If the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a Federal Reserve bank or through a funds-transfer system.

(2) If the sender is a bank and the sender credited an account of the receiving bank with the sender or caused an account of the receiving bank in another bank to be credited, payment occurs when the credit is withdrawn or, if not withdrawn, at midnight of the day on which the credit is withdrawable and the receiving bank learns of that fact.

(3) If the receiving bank debits an account of the sender with the receiving bank, payment occurs when the debit is made to the extent the debit is covered by a withdrawable credit balance in the account.

(b) Multilateral settlements.--If the sender and receiving bank are members of a funds-transfer system that nets obligations multilaterally among participants, the receiving

bank receives final settlement when settlement is complete in accordance with the rules of the system. The obligation of the sender to pay the amount of a payment order transmitted through the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against the sender's obligation the right of the sender to receive payment from the receiving bank of the amount of any other payment order transmitted to the sender by the receiving bank through the funds-transfer system. The aggregate balance of obligations owed by each sender to each receiving bank in the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against that balance the aggregate balance of obligations owed to the sender by other members of the system. The aggregate balance is determined after the right of setoff stated in the second sentence of this subsection has been exercised.

(c) When two banks transmit payment orders to each other under agreement that settlement will be at certain date.--If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under section 4A402 will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank shall be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.

(d) Other cases when payment occurs.--In a case not covered by subsection (a), the time when payment of the sender's obligation under section 4A402(b) or (c) occurs is governed by applicable principles of law that determine when an obligation is satisfied. Cross References. Section 4A403 is referred to in sections 4A105, 4A209 of this title.
13 Pa.C.S. § 2A218 — PA Code / Title 13 / Chapter 2 / Section 2A218
Insurance and proceeds.
Status: in_force

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

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

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

(d) Other insurable interests unimpaired.--Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

(e) Agreement to determine obligations of parties.--The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
13 Pa.C.S. § 12103 — PA Code / Title 13 / Chapter 121 / Section 12103
Relation to Division 9 and consumer laws.
Status: in_force

(a) Division 9 governs in case of conflict.--If there is conflict between this division and Division 9 (relating to secured transactions), Division 9 governs.

(b) Applicable consumer law and other laws.--A transaction subject to this division is subject to any applicable rule of law that establishes a different rule for consumers and the act of December 17, 1968 (P.L.1224, No.387), known as the Unfair Trade Practices and Consumer Protection Law.
13 Pa.C.S. § 2A522 — PA Code / Title 13 / Chapter 2 / Section 2A522
Lessee's right to goods on lessor's insolvency.
Status: in_force

(a) General rule.--Subject to subsection (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (section 2A217) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.

(b) Goods to conform to contract.--A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract. Cross References. Section 2A522 is referred to in section 2A508 of this title.
13 Pa.C.S. § 9307 — PA Code / Title 13 / Chapter 93 / Section 9307
Location of debtor.
Status: in_force

(a) Place of business.--As used in this section, the term "place of business" means a place where a debtor conducts its affairs.

(b) Debtor's location: general rules.--Except as otherwise provided in this section, the following rules determine a debtor's location:

(1) A debtor who is an individual is located at the individual's principal residence.

(2) A debtor which is an organization and has only one place of business is located at its place of business.

(3) A debtor which is an organization and has more than one place of business is located at its chief executive office.

(c) Limitation of applicability of subsection

(b).--Subsection (b) applies only if a debtor's residence, place of business or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording or registration system as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (b) does not apply, the debtor is located in the District of Columbia.

(d) Continuation of location: cessation of existence, etc.--A person that ceases to exist, ceases to have a residence

or ceases to have a place of business continues to be located in the jurisdiction specified by subsections (b) and (c).

(e) Location of registered organization organized under state law.--A registered organization which is organized under the law of a state is located in that state.

(f) Location of registered organization organized under Federal law; bank branches and agencies.--Except as otherwise provided in subsection (i), a registered organization which is organized under the law of the United States and a branch or agency of a bank which is not organized under the law of the United States or a state are located:

(1) in the state which the law of the United States designates, if the law designates a state of location;

(2) in the state which the registered organization, branch or agency designates, if the law of the United States authorizes the registered organization, branch or agency to designate its state of location, including by designating its main office, home office or other comparable office; or

(3) in the District of Columbia, if neither paragraph

(1) nor paragraph (2) applies.

(g) Continuation of location: change in status of registered organization.--A registered organization continues to be located in the jurisdiction specified by subsection (e) or (f) notwithstanding:

(1) the suspension, revocation, forfeiture or lapse of the registered organization's status as such in its jurisdiction of organization; or

(2) the dissolution, winding up or cancellation of the existence of the registered organization.

(h) Location of United States.--The location of the United States is the District of Columbia.

(i) Location of foreign bank branch or agency if licensed in only one state.--A branch or agency of a bank which is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.

(j) Location of foreign air carrier.--A foreign air carrier under the Federal Aviation Act of 1958 (Public Law 85-726, 72 Stat. 731), as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

(k) Section applies only to this chapter.--This section applies only for purposes of this chapter. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (f)(2).
13 Pa.C.S. § 1308 — PA Code / Title 13 / Chapter 13 / Section 1308
Performance or acceptance under reservation of rights.
Status: in_force

(a) General rule.--Except as set forth in subsection (b), a party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. The words "without prejudice," "under protest" and the like are sufficient.

(b) Exception.--Subsection (a) does not apply to an accord and satisfaction.
13 Pa.C.S. § 1108 — PA Code / Title 13 / Chapter 11 / Section 1108
Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

This division modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106- 229, 15 U.S.C. § 7001 et seq.), but does not modify, limit or supersede section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. § 7003(b)).
13 Pa.C.S. § 2A101 — PA Code / Title 13 / Chapter 2 / Section 2A101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 2A, Leases.
13 Pa.C.S. § 4111 — PA Code / Title 13 / Chapter 41 / Section 4111
Statute of limitations.
Status: in_force

An action to enforce an obligation, duty or right arising under this division must be commenced within three years after the cause of action accrues. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 added section 4111.
13 Pa.C.S. § 5103 — PA Code / Title 13 / Chapter 51 / Section 5103
Scope.
Status: in_force

(a) Applicability of division.--This division applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

(b) Effect of statement of rule in this division.--The statement of a rule in this division does not by itself require, imply or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this division.

(c) Variation by agreement or undertaking.--With the exception of this subsection, subsections (a) and (d), the definitions of "issuer" and "letter of credit" under section 5102(a) (relating to definitions) and sections 5106(d) (relating to perpetual letters of credit) and 5114(d) (relating to assignment of proceeds), and except to the extent prohibited under sections 1302 (relating to variation by agreement) and 5117(d) (relating to time at which subrogation rights arise), the effect of this division may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this division.

(d) Independence of rights and obligations of issuer.--Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (c). 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 5103 is referred to in sections 5116, 9700 of this title.
13 Pa.C.S. § 9101 — PA Code / Title 13 / Chapter 91 / Section 9101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Division 9, Secured Transactions.
13 Pa.C.S. § 3202 — PA Code / Title 13 / Chapter 32 / Section 3202
Negotiation subject to rescission.
Status: in_force

(a) General rule.--Negotiation is effective even if obtained:

(1) from an infant, a corporation exceeding its powers or a person without capacity;

(2) by fraud, duress or mistake; or

(3) in breach of duty or as part of an illegal transaction.

(b) Rescission or other remedies.--To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
13 Pa.C.S. § 4407 — PA Code / Title 13 / Chapter 44 / Section 4407
Right of payor bank to subrogation on improper payment.
Status: in_force

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

of its payment of the item, the payor bank is subrogated to the rights:

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

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

(3) of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4407 is referred to in section 3418 of this title.
13 Pa.C.S. § 2508 — PA Code / Title 13 / Chapter 25 / Section 2508
Cure by seller of improper tender or delivery; replacement.
Status: in_force

(a) General rule.--Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.

(b) Rejection of tender which seller believed acceptable.--Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies the buyer have a further reasonable time to substitute a conforming tender. Cross References. Section 2508 is referred to in section 2323 of this title.