13 Pa.C.S. § 9625 — PA Code / Title 13 / Chapter 96 / Section 9625
Remedies for secured party's failure to comply with division.
Status: in_force

(a) Judicial orders concerning noncompliance.--If it is established that a secured party is not proceeding in accordance with this division, a court may order or restrain collection, enforcement or disposition of collateral on appropriate terms and conditions.

(b) Damages for noncompliance.--Subject to subsections (c),

(d) and (f), a person is liable for damages in the amount of any loss caused by a failure to comply with this division. Loss caused by a failure to comply may include loss resulting from the debtor's inability to obtain or increased costs of alternative financing.

(c) Persons entitled to recover damages; statutory damages in consumer-goods transaction.--Except as otherwise provided in section 9628 (relating to nonliability and limitation on liability of secured party; liability of secondary obligor):

(1) a person that, at the time of the failure, was a debtor, was an obligor or held a security interest in or other lien on the collateral may recover damages under subsection (b) for its loss; and

(2) if the collateral is consumer goods, a person that was a debtor or a secondary obligor at the time a secured party failed to comply with this chapter may recover for that failure in any event an amount not less than the credit service charge plus 10% of the principal amount of the obligation or the time price differential plus 10% of the cash price.

(d) Recovery when deficiency eliminated or reduced.--A debtor whose deficiency is eliminated under section 9626 (relating to action in which deficiency or surplus is in issue) may recover damages for the loss of any surplus. However, a debtor or secondary obligor whose deficiency is eliminated or reduced under section 9626 may not otherwise recover under subsection (b) for noncompliance with the provisions of this chapter relating to collection, enforcement, disposition or acceptance.

(e) Statutory damages: noncompliance with specified provisions.--In addition to any damages recoverable under subsection (b), the debtor, consumer obligor or person named as a debtor in a filed record, as applicable, may recover $500 from a person that:

(1) fails to comply with section 9208 (relating to additional duties of secured party having control of collateral);

(2) fails to comply with section 9209 (relating to duties of secured party if account debtor has been notified of assignment);

(3) files a record which the person is not entitled to file under section 9509(a) (relating to person entitled to file record);

(4) fails to cause the secured party of record to file or send a termination statement as required by section 9513(a) or (c) (relating to termination statement);

(5) fails to comply with section 9616(b)(1) (relating to explanation of calculation of surplus or deficiency), and the failure is part of a pattern or consistent with a practice of noncompliance; or

(6) fails to comply with section 9616(b)(2).

(f) Statutory damages: noncompliance with section 9210.--A debtor or consumer obligor may recover damages under subsection

(b) and, in addition, $500 in each case from a person that, without reasonable cause, fails to comply with a request under section 9210. A recipient of a request under section 9210 which never claimed an interest in the collateral or obligations which are the subject of a request under that section has a reasonable excuse for failure to comply with the request within the meaning of this subsection.

(g) Limitation of security interest: noncompliance with section 9210.--If a secured party fails to comply with a request regarding a list of collateral or a statement of account under section 9210, the secured party may claim a security interest only as shown in the list or statement included in the request as against a person that is reasonably misled by the failure. Cross References. Section 9625 is referred to in sections 9518, 9602, 9628 of this title.
13 Pa.C.S. § 9405 — PA Code / Title 13 / Chapter 94 / Section 9405
Modification of assigned contract.
Status: in_force

(a) Effect of modification on assignee.--A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).

(b) Applicability of subsection (a).--Subsection (a) applies to the extent that:

(1) the right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

(2) the right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under section 9406(a) (relating to discharge of account debtor; effect of notification).

(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) Inapplicability to health-care-insurance receivable.--This section does not apply to an assignment of a health-care-insurance receivable.
13 Pa.C.S. § 91101 — PA Code / Title 13 / Chapter 911 / Section 91101
Short title of chapter.
Status: in_force

This chapter may be cited as the Transitional Provisions for 2022 Amendments.
13 Pa.C.S. § 3309 — PA Code / Title 13 / Chapter 33 / Section 3309
Enforcement of lost, destroyed or stolen instrument.
Status: in_force

(a) Enforcement.--A person not in possession of an instrument is entitled to enforce the instrument if:

(1) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred;

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

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

(b) Proof.--A person seeking enforcement of an instrument under subsection (a) must prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, section 3308 (relating to proof of signatures and status as holder in due course) applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means. Cross References. Section 3309 is referred to in sections 3301, 3312 of this title.
13 Pa.C.S. § 4302 — PA Code / Title 13 / Chapter 43 / Section 4302
Responsibility of payor bank for late return of item.
Status: in_force

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

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

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

(b) Liability of payor bank subject to certain defenses.--The liability of a payor bank to pay an item pursuant to subsection (a) is subject to defenses based on breach of a presentment warranty (section 4208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4302 is referred to in sections 3312, 3502, 4303 of this title.
13 Pa.C.S. § 9525 — PA Code / Title 13 / Chapter 95 / Section 9525
Fees.
Status: in_force

(a) Initial financing statement or other record.--Except as otherwise provided in subsections (c) and (d):

(1) The fee for filing and indexing a record under this chapter shall be as follows:

(i) For a record communicated to a filing office described in section 9501(a)(1) (relating to filing office), $48.

(ii) For a record communicated to a filing office described in section 9501(a)(2), $12.

(2) The amount of the fee for filing and indexing the record is not affected by the number of names to be indexed or the number of pages in the record.

(b) Response to information request.--Except as otherwise provided in subsection (d), the fee for responding to a request for information from the filing office, including for issuing

a certificate showing whether there is on file any financing statement naming a particular debtor, shall be as follows:

(1) The basic charge is $12.

(2) If the filing office responds to the request in writing, there is an additional charge of:

(i) no charge per record found;

(ii) $2 per page of copies; and

(iii) if certification is requested, $28.

(c) Record of mortgage.--This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under section 9502(c) (relating to record of mortgage as financing statement). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.

(d) Variation by regulation.--Within 90 days of the effective date of this subsection, the Department of State shall promulgate regulations regarding the fees required by subsections (a) and (b). The department shall establish fees required by subsection (a)(1)(i) that generate revenue equivalent to the amount collected from UCC filing fees by all counties during calendar year 2000. The department shall establish fees required by subsection (a)(1)(ii) which generate revenue equivalent to the amount collected from UCC filing fees and deposited in the General Fund and the Corporation Bureau Restricted Account during fiscal year 1999-2000. Changes in the fees shall be promulgated as a final-form regulation with proposed rulemaking omitted in accordance with the act of June 25, 1982 (P.L.633, No.181), known as the Regulatory Review Act. After July 1, 2001, the department may promulgate regulations in accordance with the Regulatory Review Act regarding the fees required by subsections (a) and (b) for services rendered by the department. Fee regulations promulgated by the department under this subsection shall supersede the fees listed in subsections (a) and (b). Effective Date. Section 30(1)(i) of Act 18 of 2001 provided that subsec. (d) shall take effect immediately. Fee Schedule. Section 3.1 of Act 34 of 2001 provided that the Department of State is authorized to prescribe a temporary fee schedule to implement section 9525. Cross References. Section 9525 is referred to in section 9710 of this title; sections 133, 153, 155 of Title 15 (Corporations and Unincorporated Associations).
13 Pa.C.S. § 4A301 — PA Code / Title 13 / Chapter 4 / Section 4A301
Execution and execution date.
Status: in_force

(a) Execution.--A payment order is "executed" by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank. A payment order received by the beneficiary's bank can be accepted but cannot be executed.

(b) Execution date.--"Execution date" of a payment order means the day on which the receiving bank may properly issue a payment order in execution of the sender's order. The execution date may be determined by instruction of the sender but cannot be earlier than the day the order is received and, unless otherwise determined, is the day the order is received. If the sender's instruction states a payment date, the execution date is the payment date or an earlier date on which execution is reasonably necessary to allow payment to the beneficiary on the payment date. Cross References. Section 4A301 is referred to in section 4A105 of this title.
13 Pa.C.S. § 5108 — PA Code / Title 13 / Chapter 51 / Section 5108
Issuer's rights and obligations.
Status: in_force

(a) Duty to honor, dishonor.--Except as otherwise provided in section 5109 (relating to fraud and forgery), an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection (e), appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in section 5113 (relating to transfer by operation of law) and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.

(b) Time for honor, etc.--An issuer has a reasonable time after presentation, but not beyond the end of the seventh business day of the issuer after the day of its receipt of documents:

(1) to honor;

(2) if the letter of credit provides for honor to be completed more than seven business days after presentation, to accept a draft or incur a deferred obligation; or

(3) to give notice to the presenter of discrepancies in the presentation.

(c) Preclusion generally.--Except as otherwise provided in subsection (d), an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.

(d) Preclusion for fraud, forgery or expiration.--Failure to give the notice specified in subsection (b) or to mention fraud, forgery or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in section 5109(a) or expiration of the letter of credit before presentation.

(e) Standard practice.--An issuer shall observe standard practice of financial institutions that regularly issue letters of credit.

(f) Issuer not responsible for certain matters.--An issuer is not responsible for:

(1) the performance or nonperformance of the underlying contract, arrangement or transaction;

(2) an act or omission of others; or

(3) observance or knowledge of the usage of a particular trade other than standard practice referred to in subsection

(e).

(g) Nondocumentary conditions.--If an undertaking constituting a letter of credit under the definition of "letter of credit" under section 5102(a) (relating to definitions) contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.

(h) Disposition of documents following dishonor.--An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.

(i) Certain consequences of honor.--An issuer that has honored a presentation as permitted or required by this division:

(1) is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;

(2) takes the documents free of claims of the beneficiary or presenter;

(3) is precluded from asserting a right of recourse on a draft under sections 3414 (relating to obligation of drawer) and 3415 (relating to obligation of indorser);

(4) except as otherwise provided in sections 5110 (relating to warranties) and 5117 (relating to subrogation of issuer, applicant and nominated person), is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender which are apparent on the face of the presentation; and

(5) is discharged to the extent of its performance under the letter of credit. Special Provisions in Appendix. See section 28 of Act 18 of 2001 in the appendix to this title for special provisions relating to applicability of transitional provisions. Cross References. Section 5108 is referred to in sections 5102, 5104, 5112, 5113, 9700 of this title.
13 Pa.C.S. § 4204 — PA Code / Title 13 / Chapter 42 / Section 4204
Methods of sending and presenting; sending directly to payor bank.
Status: in_force

(a) Collecting bank to send items by reasonably prompt method.--A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of those items on hand, the cost of collection involved and the method generally used by it or others to present those items.

(b) Persons to whom bank may send items.--A collecting bank may send:

(1) an item directly to the payor bank;

(2) an item to a nonbank payor if authorized by its transferor; and

(3) an item other than documentary drafts to a nonbank payor, if authorized by Federal Reserve regulation or operating circular, clearinghouse rule or the like.

(c) Presentment where payor has requested.--Presentment may be made by a presenting bank at a place where the payor bank or other payor has requested that presentment be made. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 9613 — PA Code / Title 13 / Chapter 96 / Section 9613
Contents and form of notification before disposition of collateral: general.
Status: in_force

(a) Contents and form of notification.--Except in a consumer-goods transaction, the following rules apply:

(1) The contents of a notification of disposition are sufficient if the notification:

(i) describes the debtor and the secured party;

(ii) describes the collateral which is the subject of the intended disposition;

(iii) states the method of intended disposition;

(iv) states that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and

(v) states the time and place of a public disposition or the time after which any other disposition is to be made.

(2) Whether the contents of a notification which lacks any of the information specified in paragraph (1) are nevertheless sufficient is a question of fact.

(3) The contents of a notification providing substantially the information specified in paragraph (1) are sufficient even if the notification includes:

(i) information not specified by that paragraph; or

(ii) minor errors which are not seriously misleading.

(4) A particular phrasing of the notification is not required.

(5) The following form of notification and the form appearing in section 9614(a)(3) (relating to contents and form of notification before disposition of collateral:

consumer-goods transaction), when completed in accordance with the instructions in subsection (b) and section 9614(b), each provides sufficient information: NOTIFICATION OF DISPOSITION OF COLLATERAL To: (Name of debtor, obligor, or other person to which the notification is sent) From: (Name, address, and telephone number of secured party) {1} Name of any debtor that is not an addressee: (Name of each debtor) {2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows: (Date) (Time) (Place) {3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license. {4} You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license. {5} If you request an accounting you must pay a charge of $ (amount). {6} You may request an accounting by calling us at (telephone number). (End of Form)

(b) Instructions for form of notification.--The following instructions apply to the form of notification in subsection

(a)(5):

(1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(5). Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.

(2) Include and complete item {1} only if there is a debtor that is not an addressee of the notification and list the name or names.

(3) Include and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition of the collateral. If item {2} is included, include the words "to the highest qualified bidder" only if applicable.

(4) Include and complete items {4} and {6}.

(5) Include and complete item {5} only if the sender will charge the recipient for an accounting. (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 9613 is referred to in sections 9602, 9614 of this title.
13 Pa.C.S. § 9409 — PA Code / Title 13 / Chapter 94 / Section 9409
Restrictions on assignment of letter-of-credit rights ineffective.
Status: in_force

(a) Term or law restricting assignment generally ineffective.--A term in a letter of credit or a rule of law, statute, regulation, custom or practice applicable to the letter of credit which prohibits, restricts or requires the consent of an applicant, issuer or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom or practice:

(1) would impair the creation, attachment or perfection of a security interest in the letter-of-credit right; or

(2) provides that the assignment or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the letter-of-credit right.

(b) Limitation on ineffectiveness under subsection (a).--To the extent that a term in a letter of credit is ineffective under subsection (a) but would be effective under law other than this division or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit or to the assignment of a right to proceeds of the letter of credit, the creation, attachment or perfection of a security interest in the letter-of-credit right:

(1) is not enforceable against the applicant, issuer, nominated person or transferee beneficiary;

(2) imposes no duties or obligations on the applicant, issuer, nominated person or transferee beneficiary; and

(3) does not require the applicant, issuer, nominated person or transferee beneficiary to recognize the security interest, pay or render performance to the secured party or accept payment or other performance from the secured party. Cross References. Section 9409 is referred to in section 9401 of this title.
13 Pa.C.S. § 4109 — PA Code / Title 13 / Chapter 41 / Section 4109
Delays.
Status: in_force

(a) Two-banking-day delay permitted in effort to secure payment.--Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specified item drawn on a payor other than a bank, and with or without the approval of any person involved, may waive, modify or extend time limits imposed or permitted by this title for a period not exceeding two additional banking days without discharge of drawers or indorsers or liability to its transferor or a prior party.

(b) Delay excused by conditions beyond control of bank.--Delay by a collecting bank or payor bank beyond time limits prescribed or permitted by this title or by instructions is excused if the delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment or other circumstances beyond the control of the bank and the bank exercises such diligence as the circumstances require. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended and renumbered former section 4108 to present section 4109 and deleted by amendment former section 4109.
13 Pa.C.S. § 9206 — PA Code / Title 13 / Chapter 92 / Section 9206
Security interest arising in purchase or delivery of financial asset.
Status: in_force

(a) Security interest when person buys through securities intermediary.--A security interest in favor of a securities intermediary attaches to a person's security entitlement if:

(1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and

(2) the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary.

(b) Security interest secures obligation to pay for financial asset.--The security interest described in subsection

(a) secures the person's obligation to pay for the financial asset.

(c) Security interest in payment against delivery transaction.--A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if all of the following apply:

(1) The security or other financial asset:

(i) in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment; and

(ii) is delivered under an agreement between persons in the business of dealing with such securities or financial assets.

(2) The agreement calls for delivery against payment.

(d) Security interest secures obligation to pay for delivery.--The security interest described in subsection (c) secures the obligation to make payment for the delivery. Cross References. Section 9206 is referred to in sections 9203, 9309 of this title.
13 Pa.C.S. § 3204 — PA Code / Title 13 / Chapter 32 / Section 3204
Indorsement.
Status: in_force

(a) Definition of "indorsement".--"Indorsement" means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument or incurring indorser's liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words is an indorsement unless the accompanying words, terms of the instrument, place of the signature or other circumstances unambiguously indicate that the signature was made for a purpose other than indorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.

(b) Definition of "indorser".--"Indorser" means a person who makes an indorsement.

(c) When transferee is a holder.--For the purpose of determining whether the transferee of an instrument is a holder, an indorsement that transfers a security interest in the instrument is effective as an unqualified indorsement of the instrument.

(d) Wrong name.--If an instrument is payable to a holder under a name that is not the name of the holder, indorsement may be made by the holder in the name stated in the instrument or in the holder's name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection. Cross References. Section 3204 is referred to in section 3103 of this title.
13 Pa.C.S. § 9608 — PA Code / Title 13 / Chapter 96 / Section 9608
Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
Status: in_force

(a) Application of proceeds, surplus and deficiency if obligation secured.--If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:

(1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under section 9607 (relating to collection and enforcement by secured party) in the following order to:

(i) the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney fees and legal expenses incurred by the secured party;

(ii) the satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and

(iii) the satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives a signed demand for proceeds before distribution of the proceeds is completed.

(2) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder's demand under paragraph (1)(iii).

(3) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under section 9607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.

(4) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.

(b) No surplus or deficiency in sales of certain rights to payment.--If the underlying transaction is a sale of accounts, chattel paper, payment intangibles or promissory notes, the debtor is not entitled to any surplus and the obligor is not liable for any deficiency. (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 9608 is referred to in section 9602 of this title.
13 Pa.C.S. § 3107 — PA Code / Title 13 / Chapter 31 / Section 3107
Instrument payable in foreign money.
Status: in_force

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of

payment for the purchase of dollars on the day on which the instrument is paid.
13 Pa.C.S. § 2319 — PA Code / Title 13 / Chapter 23 / Section 2319
F.O.B. and F.A.S. terms.
Status: in_force

(a) Definition of F.O.B.--Unless otherwise agreed the term F.O.B. (which means "free on board") at a named place, even

though used only in connection with the stated price, is a delivery term under which:

(1) When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this division (section 2504 (relating to shipment by seller)) and bear the expense and risk of putting them into the possession of the carrier.

(2) When the term is F.O.B. the place of destination, the seller must at his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this division (section 2503 (relating to manner of tender of delivery by seller)).

(3) When under either paragraph (1) or (2) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this division on the form of bill of lading (section 2323).

(b) Definition of F.A.S.--Unless otherwise agreed the term F.A.S. vessel (which means "free alongside") at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must:

(1) at his own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and

(2) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.

(c) Duty of buyer to give instructions.--Unless otherwise agreed in any case falling within subsection (a)(1) or (3) or subsection (b) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this division (section 2311 (relating to options and cooperation respecting performance)). He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment.

(d) Tender of documents and payment.--Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents. Cross References. Section 2319 is referred to in section 2311 of this title.
13 Pa.C.S. § 7206 — PA Code / Title 13 / Chapter 72 / Section 7206
Termination of storage at warehouse's option.
Status: in_force

(a) Payment and removal.--A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than 30 days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell them pursuant to section 7210 (relating to enforcement of warehouse's lien).

(b) Perishable goods.--If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in subsection (a) and section 7210, the warehouse may specify in the notice given under subsection (a) any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting.

(c) Hazardous goods.--If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.

(d) Demand.--A warehouse shall deliver the goods to any person entitled to them under this division upon due demand made at any time before sale or other disposition under this section.

(e) Lien satisfaction.--A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to which the warehouse would have been bound to deliver the goods.
13 Pa.C.S. § 4A404 — PA Code / Title 13 / Chapter 4 / Section 4A404
Obligation of beneficiary's bank to pay and give notice to beneficiary.
Status: in_force

(a) Obligation.--Subject to sections 4A211(e) (relating to cancellation and amendment of payment order) and 4A405(d) and

(e) (relating to payment by beneficiary's bank to beneficiary), if a beneficiary's bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the bank, payment is due on the next funds-transfer business day. If the bank refuses to pay after demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the bank had notice of the damages, unless the bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.

(b) Notice.--If a payment order accepted by the beneficiary's bank instructs payment to an account of the beneficiary, the bank is obliged to notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first class mail or any other means reasonable in the circumstances. If the bank

fails to give the required notice, the bank is obliged to pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the bank. No other damages are recoverable. Reasonable attorney fees are also recoverable if demand for interest is made and refused before an action is brought on the claim.

(c) Prohibition against modification of certain rights of beneficiary.--The right of a beneficiary to receive payment and damages as stated in subsection (a) may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection (b) may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer. Cross References. Section 4A404 is referred to in sections 4A405, 4A406, 4A501 of this title.
13 Pa.C.S. § 9611 — PA Code / Title 13 / Chapter 96 / Section 9611
Notification before disposition of collateral.
Status: in_force

(a) Notification date.--As used in this section, the term "notification date" means the earlier of the date on which:

(1) a secured party sends to the debtor and any secondary obligor a signed notification of disposition; or

(2) the debtor and any secondary obligor waive the right to notification.

(b) Notification of disposition required.--Except as otherwise provided in subsection (d), a secured party that disposes of collateral under section 9610 (relating to disposition of collateral after default) shall send to the persons specified in subsection (c) a reasonable signed notification of disposition.

(c) Persons to be notified.--To comply with subsection (b), the secured party shall send a signed notification of disposition to all of the following:

(1) The debtor.

(2) Any secondary obligor.

(3) If the collateral is other than consumer goods, all of the following:

(i) Any other person from which the secured party has received, before the notification date, a signed notification of a claim of an interest in the collateral.

(ii) Any other secured party or lienholder that, ten days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement which:

(A) identified the collateral;

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

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

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

(d) Subsection (b) inapplicable: perishable collateral; recognized market.--Subsection (b) does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.

(e) Compliance with subsection (c)(3)(ii).--A secured party complies with the requirement for notification prescribed by subsection (c)(3)(ii) if both of the following paragraphs apply:

(1) Not later than 20 days or earlier than 30 days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor's name in the office indicated in subsection (c)(3)(ii).

(2) Before the notification date, the secured party:

(i) did not receive a response to the request for information; or

(ii) received a response to the request for information and sent a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a), (b), (c) and

(e). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9611 is referred to in sections 9602, 9624 of this title.
13 Pa.C.S. § 2A521 — PA Code / Title 13 / Chapter 2 / Section 2A521
Lessee's right to specific performance or replevin.
Status: in_force

(a) Specific performance.--Specific performance may be decreed if the goods are unique or in other proper circumstances.

(b) Terms and conditions of decree for specific performance.--A decree for specific performance may include any terms and conditions as to payment of the rent, damages or other relief that the court deems just.

(c) Replevin or other similar remedy.--A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing. Cross References. Section 2A521 is referred to in section 2A508 of this title.
13 Pa.C.S. § 9342 — PA Code / Title 13 / Chapter 93 / Section 9342
Bank's right to refuse to enter into or disclose existence of control agreement.
Status: in_force

This division does not require a bank to enter into an agreement of the kind described in section 9104(a)(2) (relating to requirements for control) even if its customer so requests or directs. A bank which has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.
13 Pa.C.S. § 9325 — PA Code / Title 13 / Chapter 93 / Section 9325
Priority of security interests in transferred collateral.
Status: in_force

(a) Subordination of security interest in transferred collateral.--Except as otherwise provided in subsection (b), a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if:

(1) the debtor acquired the collateral subject to the security interest created by the other person;

(2) the security interest created by the other person was perfected when the debtor acquired the collateral; and

(3) there is no period thereafter when the security interest is unperfected.

(b) Limitation of subsection (a) subordination.--Subsection

(a) subordinates a security interest only if the security interest:

(1) otherwise would have priority solely under section 9322(a) (relating to general priority rules) or 9324 (relating to priority of purchase-money security interests); or

(2) arose solely under section 2711(c) (relating to security interest of buyer in rejected goods) or 2A508(e) (relating to security interest in goods in lessee's possession).
13 Pa.C.S. § 7404 — PA Code / Title 13 / Chapter 74 / Section 7404
No liability for good faith delivery pursuant to document of title.
Status: in_force

A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this division is not liable for the goods even if:

(1) the person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods; or

(2) the person to which the bailee delivered the goods did not have authority to receive the goods.
13 Pa.C.S. § 9804 — PA Code / Title 13 / Chapter 98 / Section 9804
Security interest unperfected before effective date.
Status: in_force

A security interest that is an unperfected security interest immediately before the 2013 Revision takes effect becomes a perfected security interest:

(1) without further action when the 2013 Revision takes effect if the applicable requirements for perfection under this division as amended by the 2013 Revision are satisfied before or at that time; or

(2) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
13 Pa.C.S. § 8503 — PA Code / Title 13 / Chapter 85 / Section 8503
Property interest of entitlement holder in financial asset held by securities intermediary.
Status: in_force

(a) General rule.--To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in section 8511 (relating to priority among security interests and entitlement holders).

(b) Entitlement holder has pro rata property interest.--An entitlement holder's property interest with respect to a particular financial asset under subsection (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

(c) Enforceability of property interest against securities intermediary.--An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under sections 8505 (relating to duty of securities intermediary with respect to payments and distributions) through 8508 (relating to duty of securities intermediary to change entitlement holder's position to other form of security holding).

(d) Enforcement of property interest against purchaser.--An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against a purchaser of the financial asset or interest therein only if:

(1) insolvency proceedings have been initiated by or against the securities intermediary;

(2) the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

(3) the securities intermediary violated its obligations under section 8504 (relating to duty of securities intermediary to maintain financial asset) by transferring the financial asset or interest therein to the purchaser; and

(4) the purchaser is not protected under subsection

(e). The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset or interest therein from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

(e) Limitation on actions based on entitlement holder's property interest.--An action based on the entitlement holder's property interest with respect to a particular financial asset under subsection (a), whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under section 8504. Cross References. Section 8503 is referred to in section 8104 of this title.
13 Pa.C.S. § 12101 — PA Code / Title 13 / Chapter 121 / Section 12101
Short title of division.
Status: in_force

This division may be cited as the Uniform Commercial Code - Controllable Electronic Records.
13 Pa.C.S. § 4A208 — PA Code / Title 13 / Chapter 4 / Section 4A208
Misdescription of intermediary bank or beneficiary's bank.
Status: in_force

(a) Identification only by identifying number.--This subsection applies to a payment order identifying an intermediary bank or the beneficiary's bank only by an identifying number:

(1) The receiving bank may rely on the number as the proper identification of the intermediary or beneficiary's bank and need not determine whether the number identifies a bank.

(2) The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

(b) Identification by name and identifying number; identification of different persons.--This subsection applies to a payment order identifying an intermediary bank or the beneficiary's bank both by name and an identifying number if the name and number identify different persons:

(1) If the sender is a bank, the receiving bank may rely on the number as the proper identification of the intermediary or beneficiary's bank if the receiving bank, when it executes the sender's order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person or whether the number refers to a bank. The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

(2) If the sender is not a bank and the receiving bank proves that the sender, before the payment order was accepted, had notice that the receiving bank might rely on the number as the proper identification of the intermediary or beneficiary's bank even if it identifies a person different from the bank identified by name, the rights and obligations of the sender and the receiving bank are governed

by paragraph (1), as though the sender were a bank. Proof of notice may be made by any admissible evidence. The receiving bank satisfies the burden of proof if it proves that the sender, before the payment order was accepted, signed a record stating the information to which the notice relates.

(3) Regardless of whether the sender is a bank, the receiving bank may rely on the name as the proper identification of the intermediary or beneficiary's bank if the receiving bank, at the time it executes the sender's order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person.

(4) If the receiving bank knows that the name and number identify different persons, reliance on either the name or the number in executing the sender's payment order is a breach of the obligation stated in section 4A302(a)(1) (relating to obligations of receiving bank in execution of payment order). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b)(2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 2714 — PA Code / Title 13 / Chapter 27 / Section 2714
Damages of buyer for breach in regard to accepted goods.
Status: in_force

(a) Damages for nonconformity of tender.--Where the buyer has accepted goods and given notification (section 2607(c)) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the breach of the seller as determined in any manner which is reasonable.

(b) Measure of damages for breach of warranty.--The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.

(c) Incidental and consequential damages.--In a proper case any incidental and consequential damages under section 2715 (relating to incidental and consequential damages of buyer) may also be recovered.
13 Pa.C.S. § 4403 — PA Code / Title 13 / Chapter 44 / Section 4403
Right of customer to stop payment; burden of proof of loss.
Status: in_force

(a) Right of customer to stop payment.--A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer's account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item 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 the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.

(b) Duration of stop-payment orders.--A stop-payment order is effective for six months, but it lapses after 14 calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six-month periods by a writing given to the bank

within a period during which the stop-payment order is effective.

(c) Burden of proof of loss.--The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order 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). (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4403 is referred to in sections 3418, 4401 of this title.
13 Pa.C.S. § 2324 — PA Code / Title 13 / Chapter 23 / Section 2324
"No arrival, no sale" term.
Status: in_force

Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed:

(1) the seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but assumes no obligation that the goods will arrive unless he has caused the non-arrival; and

(2) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (section 2613). Cross References. Section 2324 is referred to in section 2613 of this title.
13 Pa.C.S. § 9520 — PA Code / Title 13 / Chapter 95 / Section 9520
Acceptance and refusal to accept record.
Status: in_force

(a) Mandatory refusal to accept record.--A filing office shall refuse to accept a record for filing for a reason set forth in section 9516(b) (relating to refusal to accept record; filing does not occur) and may refuse to accept a record for filing only for a reason set forth in section 9516(b).

(b) Communication concerning refusal.--If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing-office rule but, in the case of a filing office described in section 9501(a)(2) (relating to filing offices), in no event more than five business days after the filing office receives the record.

(c) When filed financing statement effective.--A filed financing statement satisfying section 9502(a) and (b) (relating to contents of financing statement; record of mortgage as financing statement; time of filing financing statement) is effective even if the filing office is required to refuse to accept it for filing under subsection (a). However, section 9338 (relating to priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information) applies to a filed financing statement providing information described in section 9516(b)(5) which is incorrect at the time the financing statement is filed.

(d) Separate application to multiple debtors.--If a record communicated to a filing office provides information which relates to more than one debtor, this chapter applies as to each debtor separately. Cross References. Section 9520 is referred to in section 154 of Title 15 (Corporations and Unincorporated Associations).
13 Pa.C.S. § 9302 — PA Code / Title 13 / Chapter 93 / Section 9302
Law governing perfection and priority of agricultural liens.
Status: in_force

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of an agricultural lien on the farm products.
13 Pa.C.S. § 2A102 — PA Code / Title 13 / Chapter 2 / Section 2A102
Scope.
Status: in_force

(a) Leases generally.--This division applies to any transaction, regardless of form, that creates a lease; and, in the case of a hybrid lease, this division applies to the extent provided in subsection (b).

(b) Hybrid leases.--In a hybrid lease:

(1) if the lease-of-goods aspects do not predominate:

(i) only the provisions of this division which relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply;

(ii) section 2A209 (relating to lessee under finance lease as beneficiary of supply contract) applies if the lease is a finance lease; and

(iii) section 2A407 (relating to irrevocable promises: finance leases) applies to the promises of the lessee in a finance lease to the extent the promises are consideration for the right to possession and use of the leased goods; and

(2) if the lease-of-goods aspects predominate, this division applies to the transaction, but does not preclude application in appropriate circumstances of other law to aspects of the lease which do not relate to the lease of goods. (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. § 9615 — PA Code / Title 13 / Chapter 96 / Section 9615
Application of proceeds of disposition; liability for deficiency and right to surplus.
Status: in_force

(a) Application of proceeds.--A secured party shall apply or pay over for application the cash proceeds of disposition under section 9610 (relating to disposition of collateral after default) in the following order to:

(1) The reasonable expenses of retaking, holding, preparing for disposition, processing and disposing and, to the extent provided for by agreement and not prohibited by law, reasonable attorney fees and legal expenses incurred by the secured party.

(2) The satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made.

(3) The satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if:

(i) the secured party receives from the holder of the subordinate security interest or other lien a signed demand for proceeds before distribution of the proceeds is completed; and

(ii) in a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor.

(4) A secured party that is a consignor of the collateral if the secured party receives from the consignor a signed demand for proceeds before distribution of the proceeds is completed.

(b) Proof of subordinate interest.--If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder's demand under subsection (a)(3).

(c) Application of noncash proceeds.--A secured party need not apply or pay over for application noncash proceeds of disposition under section 9610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.

(d) Surplus or deficiency if obligation secured.--If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection (a) and permitted by subsection (c):

(1) unless subsection (a)(4) requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; and

(2) the obligor is liable for any deficiency.

(e) No surplus or deficiency in sales of certain rights to payment.--If the underlying transaction is a sale of accounts, chattel paper, payment intangibles or promissory notes:

(1) the debtor is not entitled to any surplus; and

(2) the obligor is not liable for any deficiency.

(f) Calculation of surplus or deficiency in disposition to person related to secured party.--The surplus or deficiency following a disposition is calculated based on the amount of proceeds which would have been realized in a disposition complying with this chapter to a transferee other than the secured party, a person related to the secured party or a secondary obligor if:

(1) the transferee in the disposition is the secured party, a person related to the secured party or a secondary obligor; and

(2) the amount of proceeds of the disposition is significantly below the range of proceeds which a complying disposition to a person other than the secured party, a person related to the secured party or a secondary obligor would have brought.

(g) Cash proceeds received by junior secured party.--A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien which is not subordinate to the security interest or agricultural lien under which the disposition is made:

(1) takes the cash proceeds free of the security interest or other lien;

(2) is not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; and

(3) is not obligated to account to or pay the holder of the security interest or other lien for any surplus. (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 9615 is referred to in sections 9602, 9616, 9623, 9626 of this title.
13 Pa.C.S. § 9339 — PA Code / Title 13 / Chapter 93 / Section 9339
Priority subject to subordination.
Status: in_force

This division does not preclude subordination by agreement by a person entitled to priority.
13 Pa.C.S. § 9332 — PA Code / Title 13 / Chapter 93 / Section 9332
Transfer of money; transfer of funds from deposit account.
Status: in_force

(a) Transferee of money.--A transferee of money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.

(b) Transferee of funds from deposit account.--A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives the funds without acting in collusion with the debtor in violating the rights of the secured party. (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. § 3115 — PA Code / Title 13 / Chapter 31 / Section 3115
Incomplete instrument.
Status: in_force

(a) Definition of "incomplete instrument".--"Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.

(b) Enforcement.--Subject to subsection (c), if an incomplete instrument is an instrument under section 3104 (relating to negotiable instrument), it may be enforced according to its terms if it is not completed or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under section 3104, but, after completion, the requirements of section 3104 are met, the instrument may be enforced according to its terms as augmented by completion.

(c) Alteration of incomplete instrument.--If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under section 3407 (relating to alteration).

(d) Burden of establishing alteration.--The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority. Cross References. Section 3115 is referred to in sections 3103, 3412, 3413, 3414, 3415, 4207 of this title.
13 Pa.C.S. § 2A106 — PA Code / Title 13 / Chapter 2 / Section 2A106
Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
Status: in_force

(a) Choice of law.--If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enforceable.

(b) Choice of judicial forum.--If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable. Cross References. Section 2A106 is referred to in section 1301 of this title.
13 Pa.C.S. § 2312 — PA Code / Title 13 / Chapter 23 / Section 2312
Warranty of title and against infringement; obligation of buyer against infringement.
Status: in_force

(a) General rule.--Subject to subsection (b) there is in a contract for sale a warranty by the seller that:

(1) the title conveyed shall be good, and its transfer rightful; and

(2) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

(b) Exclusion or modification of warranty.--A warranty under subsection (a) will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such right or title as he or a third person may have.

(c) Warranty of merchant regularly dealing in goods.--Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications. Cross References. Section 2312 is referred to in section 2607 of this title.
13 Pa.C.S. § 12107 — PA Code / Title 13 / Chapter 121 / Section 12107
Governing law.
Status: in_force

(a) General rule.--Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction governs a matter covered by this division.

(b) Exception.--For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record's jurisdiction governs a matter covered by section 12106 (relating to discharge of account debtor on controllable account or controllable payment intangible) unless an effective agreement determines that the local law of another jurisdiction governs.

(c) Controllable electronic record's jurisdiction.--The following rules determine a controllable electronic record's jurisdiction under this section:

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

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

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

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

(5) If paragraphs (1), (2), (3) and (4) do not apply, the controllable electronic record's jurisdiction is the District of Columbia.

(d) Applicability of Article 12.--If subsection (c)(5) applies and Article 12 of Uniform Commercial Code Amendments

(2022) is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this division is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification.

(e) Relation of matter or transaction to controllable electronic record's jurisdiction not necessary.--To the extent subsections (a) and (b) provide that the local law of the controllable electronic record's jurisdiction governs a matter covered by this division, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record's jurisdiction.

(f) Rights of purchasers determined at time of purchase.--The rights acquired under section 12104 (relating

to rights in controllable account, controllable electronic record and controllable payment intangible) by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase. Cross References. Section 12107 is referred to in sections 1301, 9306.2 of this title.
13 Pa.C.S. § 4106 — PA Code / Title 13 / Chapter 41 / Section 4106
Payable through or payable at bank; collecting bank.
Status: in_force

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

(b) "Payable at" a bank.--If an item states that it is "payable at" a bank identified in the item, the item is equivalent to a draft drawn on the bank.

(c) Draft names nonbank drawee.--If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a co-drawee or a collecting bank, the bank is a collecting bank. (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 added present section 4106 and renumbered former section 4106 to present section 4107.
13 Pa.C.S. § 8116 — PA Code / Title 13 / Chapter 81 / Section 8116
Securities intermediary as purchaser for value.
Status: in_force

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
13 Pa.C.S. § 2708 — PA Code / Title 13 / Chapter 27 / Section 2708
Damages of seller for nonacceptance or repudiation.
Status: in_force

(a) General rule.--Subject to subsection (b) and to the provisions of this division with respect to proof of market price (section 2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this division (section 2710) but less expenses saved in consequence of the breach by the buyer.

(b) Exception.--If the measure of damages provided in subsection (a) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this division (section 2710), due allowance for costs reasonably incurred, and due credit for payments or proceeds of resale. Cross References. Section 2708 is referred to in sections 2703, 2709, 2723 of this title.
13 Pa.C.S. § 7209 — PA Code / Title 13 / Chapter 72 / Section 7209
Lien of warehouse.
Status: in_force

(a) Existence.--

(1) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law.

(2) The warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse if:

(i) the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited; and

(ii) it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods.

(3) However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

(b) Security interest.--A warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection (a), such as for money advanced and interest. A security interest is governed by Division 9 (relating to secured transactions).

(c) Effectiveness against entrustors.--

(1) Except as set forth in paragraph (2), a warehouse's lien for charges and expenses under subsection (a) or a security interest under subsection (b) is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good-faith purchaser for value would have been valid.

(2) The lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not:

(i) deliver or entrust the goods or any document covering the goods to the bailor or the bailor's nominee with:

(A) actual or apparent authority to ship, store or sell;

(B) power to obtain delivery under section 7403 (relating to obligation of bailee to deliver; excuse); or

(C) 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) or 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

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

(d) Effectiveness in general.--A warehouse's lien on household goods for charges and expenses in relation to the goods under subsection (a) is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. As used in this subsection, the term "household goods" means furniture, furnishings or personal effects used by the depositor in a dwelling.

(e) Losing lien.--A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
13 Pa.C.S. § 8507 — PA Code / Title 13 / Chapter 85 / Section 8507
Duty of securities intermediary to comply with entitlement order.
Status: in_force

(a) General rule.--A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized and the securities intermediary

has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:

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

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.

(b) Transfer pursuant to ineffective entitlement order.--If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages. Cross References. Section 8507 is referred to in sections 8503, 8509 of this title.
13 Pa.C.S. § 9705 — PA Code / Title 13 / Chapter 97 / Section 9705
Effectiveness of action taken before effective date.
Status: in_force

(a) Pre-effective-date action; one-year perfection period unless reperfected.--If action, other than the filing of a financing statement, is taken before Revised Division 9 takes effect and the action would have resulted in priority of a security interest over the rights of a person that becomes a lien creditor had the security interest become enforceable before Revised Division 9 takes effect, the action is effective to perfect a security interest which attaches under Revised Division 9 within one year after Revised Division 9 takes effect. An attached security interest becomes unperfected one year after Revised Division 9 takes effect unless the security interest becomes a perfected security interest under Revised Division 9 before the expiration of that period.

(b) Pre-effective-date filing.--The filing of a financing statement before July 1, 2001, is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under Revised Division 9, and the effectiveness of such a financing statement shall not be affected by subsection (c).

(c) Pre-effective-date filing in jurisdiction formerly governing perfection.--Revised Division 9 does not render ineffective an effective financing statement which, before Revised Division 9 takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in section 9103 of Former Division 9 (relating to perfection of security interests in multiple state transactions). However, except as otherwise provided in subsections (d) and (e) and section 9706 of Revised Division 9 (relating to when initial financing statement suffices to continue effectiveness of financing statement), the financing statement ceases to be effective at the earlier of:

(1) the time the financing statement would have ceased to be effective under the law of the jurisdiction in which it is filed; or

(2) June 30, 2006.

(d) Continuation statement.--

(1) Except as set forth in paragraph (2), the filing of a continuation statement after Revised Division 9 takes effect does not continue the effectiveness of the financing statement filed before Revised Division 9 takes effect.

(2) Notwithstanding paragraph (1), upon the timely filing of a continuation statement after Revised Division 9 takes effect and in accordance with the law of the jurisdiction governing perfection as provided in Chapter 93 of Revised Division 9 (relating to perfection and priority), the effectiveness of a financing statement filed in the same office in that jurisdiction before Revised Division 9 takes effect continues for the period provided by the law of that jurisdiction. Filing of a continuation statement shall be timely under this paragraph if the filing occurs before the financing statement ceases to be effective but not before the earlier of:

(i) December 30, 2005; or

(ii) six months before the financing statement ceases to be effective.

(e) Application of subsection (c)(2) to transmitting utility financing statement.--Subsection (c)(2) applies to a financing statement which, before Revised Division 9 takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the

jurisdiction governing perfection as provided in section 9103 of Former Division 9 only to the extent that Chapter 93 of Revised Division 9 provides that the law of a jurisdiction other than the jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.

(f) Application of Chapter 95.--A financing statement which includes a financing statement filed before Revised Division 9 takes effect and a continuation statement filed after Revised Division 9 takes effect is effective only to the extent that it satisfies the requirements of Chapter 95 of Revised Division 9 (relating to filing) for an initial financing statement. (June 30, 2006, P.L.290, No.64, eff. imd.) 2006 Amendment. Act 64 amended subsecs. (b) and (d). Section 2 of Act 64 provided that nothing in the amendment of subsecs.

(b) or (d) shall render ineffective a continuation statement that was filed prior to the effective date of section 2. Cross References. Section 9705 is referred to in sections 9702, 9703, 9706, 9707 of this title.
13 Pa.C.S. § 4102 — PA Code / Title 13 / Chapter 41 / Section 4102
Applicability.
Status: in_force

(a) Commercial paper and investment securities.--To the extent that items within this division are also within Division 3 (relating to negotiable instruments) and Division 8 (relating to investment securities), they are subject to the provisions of those divisions. If there is conflict, this division governs Division 3, but Division 8 governs this division.

(b) Law applicable regarding liability of bank with respect to items handled.--The liability of a bank for action or nonaction with respect to an item handled by it for purposes of presentment, payment or collection is governed by the law of the place where the bank is located. In the case of action or nonaction by or at a branch or separate office of a bank, its liability is governed by the law of the place where the branch or separate office is located. (July 9, 1992, P.L.507, No.97, eff. one year) Cross References. Section 4102 is referred to in section 1301 of this title.
13 Pa.C.S. § 2504 — PA Code / Title 13 / Chapter 25 / Section 2504
Shipment by seller.
Status: in_force

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination then unless otherwise agreed he must:

(1) put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case;

(2) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

(3) promptly notify the buyer of the shipment. Failure to notify the buyer under paragraph (3) or to make a proper contract under paragraph (1) is a ground for rejection only if material delay or loss ensues. Cross References. Section 2504 is referred to in sections 2319, 2503, 2505 of this title.
13 Pa.C.S. § 9 — PA Code / Title 13 / Chapter 9 / Section 9
Effective date.
Status: in_force

This act shall take effect at 12:01 a.m. on the first day of either January or July, whichever month first occurs not less than 30 days from the date of final enactment of this act. 1982, NOVEMBER 26, P.L.696, NO.201
13 Pa.C.S. § 1109 — PA Code / Title 13 / Chapter 11 / Section 1109
Construction.
Status: in_force

Nothing in this title shall be construed to modify or supersede the provisions of 42 Pa.C.S. Ch. 69 (relating to particular rights and immunities). (Oct. 27, 2014, P.L.2896, No.185, eff. 60 days) 2014 Amendment. Act 185 added section 1109.
13 Pa.C.S. § 3411 — PA Code / Title 13 / Chapter 34 / Section 3411
Refusal to pay cashier's checks, teller's checks and certified checks.
Status: in_force

(a) Definition.--As used in this section, the term "obligated bank" means the acceptor of a certified check or the issuer of a cashier's check or teller's check bought from the issuer.

(b) Refusal to pay.--If the obligated bank wrongfully:

(1) refuses to pay a cashier's check or certified check;

(2) stops payment of a teller's check; or

(3) refuses to pay a dishonored teller's check; the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.

(c) Expenses or consequential damages not recoverable under certain circumstances.--Expenses or consequential damages under subsection (b) are not recoverable if the refusal of the obligated bank to pay occurs because:

(1) the bank suspends payments;

(2) the obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument;

(3) the obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument; or

(4) payment is prohibited by law.
13 Pa.C.S. § 1102 — PA Code / Title 13 / Chapter 11 / Section 1102
Scope of division.
Status: in_force

This division applies to a transaction to the extent that it is governed by another division of this title.
13 Pa.C.S. § 9502 — PA Code / Title 13 / Chapter 95 / Section 9502
Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.
Status: in_force

(a) Sufficiency of financing statement.--Subject to subsection (b), a financing statement is sufficient only if it:

(1) provides the name of the debtor;

(2) provides the name of the secured party or a representative of the secured party; and

(3) indicates the collateral covered by the financing statement.

(b) Real-property-related financing statements.--Except as otherwise provided in section 9501(b) (relating to filing office for transmitting utilities), to be sufficient, a financing statement which covers as-extracted collateral or timber to be cut or which is filed as a fixture filing and covers goods which are or are to become fixtures must satisfy subsection (a) and also:

(1) indicate that it covers this type of collateral;

(2) indicate that it is to be filed in the real property records;

(3) provide a description of the real property to which the collateral is related; and

(4) if the debtor does not have an interest of record in the real property, provide the name of a record owner.

(c) Record of mortgage as financing statement.--A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if all of the following apply:

(1) The record indicates the goods or accounts which it covers.

(2) The goods are or are to become fixtures related to the real property described in the record, or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut.

(3) The record satisfies the requirements for a financing statement in this section subject to the following:

(i) The record need not indicate that it is to be filed in the real property records.

(ii) The record sufficiently provides the name of a debtor who is an individual if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is an individual to whom section 9503(a)(4) (relating to name of debtor and secured party) applies.

(4) The record is duly recorded.

(d) Filing before security agreement or attachment.--A financing statement may be filed before a security agreement is made or a security interest otherwise attaches. (June 27, 2013, P.L.154, No.30, eff. July 1, 2013)

2013 Amendment. Act 30 amended subsec. (c). Cross References. Section 9502 is referred to in sections 2A309, 9102, 9109, 9512, 9514, 9515, 9520, 9525 of this title.
13 Pa.C.S. § 9512 — PA Code / Title 13 / Chapter 95 / Section 9512
Amendment of financing statement.
Status: in_force

(a) Amendment of information in financing statement.--Subject to section 9509 (relating to persons entitled to file a record), a person may add or delete collateral covered by, continue or terminate the effectiveness of or, subject to subsection (e), otherwise amend the information provided in a financing statement by filing an amendment which:

(1) identifies by its file number the initial financing statement to which the amendment relates; and

(2) if the amendment relates to an initial financing statement filed in a filing office described in section 9501(a)(1) (relating to filing offices), provides the information specified in section 9502(b) (relating to real-property-related financing statements).

(b) Period of effectiveness not affected.--Except as otherwise provided in section 9515 (relating to duration and effectiveness of financing statement; effect of lapsed financing statement), the filing of an amendment does not extend the period of effectiveness of the financing statement.

(c) Effectiveness of amendment adding collateral.--A financing statement which is amended by an amendment which adds collateral is effective as to the added collateral only from the date of the filing of the amendment.

(d) Effectiveness of amendment adding debtor.--A financing statement which is amended by an amendment which adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.

(e) Certain amendments ineffective.--An amendment is ineffective to the extent it:

(1) purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or

(2) purports to delete all secured parties of record and fails to provide the name of a new secured party of record. Cross References. Section 9512 is referred to in sections 9109, 9516 of this title.
13 Pa.C.S. § 2A527 — PA Code / Title 13 / Chapter 2 / Section 2A527
Lessor's rights to dispose of goods.
Status: in_force

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

(c)(1) (relating to lessor's remedies) or after the lessor refuses to deliver or takes possession of goods (section 2A525 or 2A526) or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale or otherwise.

(b) Damages recoverable.--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 the disposition is by lease agreement substantially similar to the original lease agreement and the lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages:

(1) accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement;

(2) the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of

the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement; and

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

(c) Recovery in other cases.--If the lessor's disposition is by lease agreement that for any reason does not qualify for treatment under subsection (b), or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and section 2A528 (relating to lessor's damages for nonacceptance, failure to pay, repudiation or other default) governs.

(d) Rights of good faith buyer or lessee.--A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with one or more of the requirements of this division.

(e) Accountability for profits.--The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee's security interest (section 2A508(e)). (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (b) intro. par. Cross References. Section 2A527 is referred to in sections 2A304, 2A508, 2A523, 2A524, 2A525, 2A528, 2A529 of this title; section 57A20 of Title 53 (Municipalities Generally); section 512.1 of Title 66 (Public Utilities).
13 Pa.C.S. § 3416 — PA Code / Title 13 / Chapter 34 / Section 3416
Transfer warranties.
Status: in_force

(a) Warranties to transferees.--A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that:

(1) the warrantor is a person entitled to enforce the instrument;

(2) all signatures on the instrument are authentic and authorized;

(3) the instrument has not been altered;

(4) the instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor; and

(5) the warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer.

(b) Damages for breach of warranty.--A person to whom the warranties under subsection (a) are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.

(c) Prohibition against disclaimer of warranties regarding checks.--The warranties stated in subsection (a) cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection (b) is discharged to the extent of any loss caused by the delay in giving notice of the claim.

(d) Action for breach of warranty.--A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.
13 Pa.C.S. § 2A204 — PA Code / Title 13 / Chapter 2 / Section 2A204
Formation in general.
Status: in_force

(a) General rule.--A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.

(b) Effect of undetermined time of making agreement.--An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.

(c) Effect of open terms.--Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
13 Pa.C.S. § 9309 — PA Code / Title 13 / Chapter 93 / Section 9309
Security interest perfected upon attachment.
Status: in_force

The following security interests are perfected when they attach:

(1) A purchase-money security interest in consumer goods, except as otherwise provided in section 9311(b) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties) with respect to consumer goods which are subject to a statute or treaty described in section 9311(a).

(2) An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor's outstanding accounts or payment intangibles.

(3) A sale of a payment intangible.

(4) A sale of a promissory note.

(5) A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services.

(6) 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) until the debtor obtains possession of the collateral.

(7) A security interest of a collecting bank arising under section 4210 (relating to security interest of collecting bank in items, accompanying documents and proceeds).

(8) A security interest of an issuer or nominated person arising under section 5118 (relating to security interest of issuer or nominated person).

(9) A security interest arising in the delivery of a financial asset under section 9206(c) (relating to security interest in payment against delivery transaction).

(10) A security interest in investment property created by a broker or securities intermediary.

(11) A security interest in a commodity contract or a commodity account created by a commodity intermediary.

(12) An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder.

(13) A security interest created by an assignment of a beneficial interest in a decedent's estate.

(14) A sale by an individual of an account that is a right to payment of winnings in a lottery or other game of chance. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 added par. (14). Cross References. Section 9309 is referred to in sections 9308, 9310, 9323 of this title.
13 Pa.C.S. § 4203 — PA Code / Title 13 / Chapter 42 / Section 4203
Effect of instructions.
Status: in_force

Subject to Division 3 (relating to negotiable instruments) concerning conversion of instruments (section 3420) and restrictive indorsements (section 3206), only a collecting bank's transferor can give instructions that affect the bank

or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 9511 — PA Code / Title 13 / Chapter 95 / Section 9511
Secured party of record.
Status: in_force

(a) Secured party of record.--A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement which has been filed. If an initial financing statement is filed under

section 9514(a) (relating to assignment reflected on initial financing statement), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

(b) Amendment naming secured party of record.--If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under section 9514(b), the assignee named in the amendment is a secured party of record.

(c) Amendment deleting secured party of record.--A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.
13 Pa.C.S. § 2316 — PA Code / Title 13 / Chapter 23 / Section 2316
Exclusion or modification of warranties.
Status: in_force

(a) Construction of words or conduct limiting warranties.--Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this division on parol or extrinsic evidence (section 2202) negation or

limitation is inoperative to the extent that such construction is unreasonable.

(b) Implied warranties of merchantability and fitness.--Subject to subsection (c), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that "There are no warranties which extend beyond the description on the face hereof."

(c) Implied warranties in general.--Notwithstanding subsection (b):

(1) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is," "with all faults" or other language which in common understanding calls the attention of the buyer to the exclusion of warranties and makes plain that there is no implied warranty.

(2) When the buyer before entering into the contract has examined the goods or the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him.

(3) An implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.

(d) Limitation of remedies for breach of warranty.--Remedies for breach of warranty can be limited in accordance with the provisions of this division on liquidation or limitation of damages (section 2718) and on contractual modification of remedy (section 2719). Cross References. Section 2316 is referred to in sections 2314, 2315 of this title.
13 Pa.C.S. § 2607 — PA Code / Title 13 / Chapter 26 / Section 2607
Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
Status: in_force

(a) Payment for accepted goods.--The buyer must pay at the contract rate for any goods accepted.

(b) Effect of acceptance on remedies for breach.--Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this division for nonconformity.

(c) Notice of breach.--Where a tender has been accepted:

(1) the buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and

(2) if the claim is one for infringement or the like (section 2312(c)) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.

(d) Burden of establishing breach.--The burden is on the buyer to establish any breach with respect to the goods accepted.

(e) Notice of litigation to person answerable over.--Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over:

(1) He may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound.

(2) If the claim is one for infringement or the like (section 2312(c)), the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.

(f) Obligation of buyer to hold seller harmless.--The provisions of subsections (c), (d) and (e) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (section 2312(c) (relating to warranty of merchant regularly dealing in goods)).

Cross References. Section 2607 is referred to in section 2714 of this title.
13 Pa.C.S. § 5102 — PA Code / Title 13 / Chapter 51 / Section 5102
Definitions.
Status: in_force

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

"Adviser." A person who, at the request of the issuer, a confirmer or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed or amended.

"Applicant." A person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer.

"Beneficiary." A person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.

"Confirmer." A nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.

"Dishonor (of a letter of credit)." Failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.

"Document." A draft or other demand, document of title, investment security, certificate, invoice or other record, statement or representation of fact, law, right or opinion which is:

(1) presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in section 5108(e) (relating to standard practice); and

(2) capable of being examined for compliance with the terms and conditions of the letter of credit.

A document may not be oral.

"Good faith." Honesty in fact in the conduct or transaction concerned.

"Honor (of a letter of credit)." Performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, "honor" occurs:

(1) upon payment;

(2) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment; or

(3) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.

"Issuer." A bank or other person that issues a letter of credit but does not include an individual who makes an engagement for personal, family or household purposes.

"Letter of credit." A definite undertaking that satisfies the requirements of section 5104 (relating to formal requirements) by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.

"Nominated person." A person whom the issuer:

(1) designates or authorizes to pay, accept, negotiate or otherwise give value under a letter of credit; and

(2) undertakes by agreement or custom and practice to reimburse.

"Presentation." Delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.

"Presenter." A person making a presentation as or on behalf of a beneficiary or nominated person.

"Record." Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Successor of a beneficiary." A person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator and receiver.

(b) Index of other definitions.--Definitions in other divisions applying to this division and the sections in which they appear are: "Accept" or "acceptance." Section 3409 (relating to acceptance of draft; certified check).

"Value." Sections 3303 (relating to value and consideration) and 4211 (relating to when bank gives value for purposes of holder in due course).

(c) Applicability of general definitions and principles.--Division 1 (relating to general provisions) contains certain additional general definitions and principles of construction and interpretation applicable throughout this division. 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 5102 is referred to in sections 5103, 5108, 9102, 9700 of this title.
13 Pa.C.S. § 3418 — PA Code / Title 13 / Chapter 34 / Section 3418
Payment or acceptance by mistake.
Status: in_force

(a) General rule.--Except as provided in subsection (c), if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that:

(1) payment of the draft had not been stopped pursuant to section 4403 (relating to right of customer to stop payment; burden of proof of loss); or

(2) the signature of the drawer of the draft was authorized; the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by failure of the drawee to exercise ordinary care in paying or accepting the draft.

(b) Other cases.--Except as provided in subsection (c), if an instrument has been paid or accepted by mistake and the case is not covered by subsection (a), the person paying or accepting may, to the extent permitted by the law governing mistake and restitution, recover the payment from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance.

(c) Limitation on remedies.--The remedies provided by subsection (a) or (b) may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance.

This subsection does not limit remedies provided by section 3417 (relating to presentment warranties) or 4407 (relating to right of payor bank to subrogation on improper payment).

(d) Under certain circumstances an instrument is deemed dishonored.--Notwithstanding section 4215 (relating to final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal), if an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection (a) or (b), the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument. Cross References. Section 3418 is referred to in section 3301 of this title.
13 Pa.C.S. § 9303 — PA Code / Title 13 / Chapter 93 / Section 9303
Law governing perfection and priority of security interests in goods covered by certificate of title.
Status: in_force

(a) Applicability of section.--This section applies to goods covered by a certificate of title even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.

(b) When goods covered by certificate of title.--Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.

(c) Applicable law.--The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title. Cross References. Section 9303 is referred to in section 9301 of this title.
13 Pa.C.S. § 9506 — PA Code / Title 13 / Chapter 95 / Section 9506
Effect of errors or omissions.
Status: in_force

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

(b) Financing statement seriously misleading.--Except as otherwise provided in subsection (c), a financing statement which fails sufficiently to provide the name of the debtor in accordance with section 9503(a) (relating to sufficiency of debtor's name) is seriously misleading.

(c) Financing statement not seriously misleading.--If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement which fails sufficiently to provide the name of the debtor in accordance with section 9503(a), the name provided does not make the financing statement seriously misleading.

(d) Debtor's correct name.--For purposes of section 9508(b) (relating to effectiveness of financing statement if new debtor becomes bound by security agreement), the "debtor's correct name" in subsection (c) means the correct name of the new debtor. Cross References. Section 9506 is referred to in sections 9507, 9508 of this title.
13 Pa.C.S. § 9514 — PA Code / Title 13 / Chapter 95 / Section 9514
Assignment of powers of secured party of record.
Status: in_force

(a) Assignment reflected on initial financing statement.--Except as otherwise provided in subsection (c), an initial financing statement may reflect an assignment of all of the secured party's power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.

(b) Assignment of filed financing statement.--Except as otherwise provided in subsection (c), a secured party of record may assign of record all or part of its power to authorize an

amendment to a financing statement by filing in the filing office an amendment of the financing statement which:

(1) identifies by its file number the initial financing statement to which it relates;

(2) provides the name of the assignor; and

(3) provides the name and mailing address of the assignee.

(c) Assignment of record of mortgage.--An assignment of record of a security interest in a fixture covered by a record of a mortgage which is effective as a financing statement filed as a fixture filing under section 9502(c) (relating to record of mortgage as financing statement) may be made only by an assignment of record of the mortgage in the manner provided by law of this Commonwealth other than this title. Cross References. Section 9514 is referred to in sections 9511, 9516, 9519 of this title.
13 Pa.C.S. § 2206 — PA Code / Title 13 / Chapter 22 / Section 2206
Offer and acceptance in formation of contract.
Status: in_force

(a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances:

(1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; and

(2) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(b) Beginning requested performance without notice.--Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
13 Pa.C.S. § 3109 — PA Code / Title 13 / Chapter 31 / Section 3109
Payable to bearer or to order.
Status: in_force

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

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

(2) does not state a payee; or

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

(b) Payable to order.--A promise or order that is not payable to bearer is payable to order if it is payable:

(1) to the order of an identified person; or

(2) to an identified person or order. A promise or order that is payable to order is payable to the identified person.

(c) Payable to an identified person.--An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to section 3205(a) (relating to special indorsement; blank indorsement; anomalous indorsement). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to section 3205(b). Cross References. Section 3109 is referred to in section 3103 of this title.
13 Pa.C.S. § 2507 — PA Code / Title 13 / Chapter 25 / Section 2507
Effect of tender by seller; delivery on condition.
Status: in_force

(a) Effect of tender by seller.--Tender of delivery is a condition to the duty of the buyer to accept the goods, and unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.

(b) Delivery on condition.--Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due. Cross References. Section 2507 is referred to in section 2505 of this title.
13 Pa.C.S. § 3305 — PA Code / Title 13 / Chapter 33 / Section 3305
Defenses and claims in recoupment.
Status: in_force

(a) General rule.--Except as stated in subsection (b), the right to enforce the obligation of a party to pay an instrument is subject to the following:

(1) a defense of the obligor based on:

(i) infancy of the obligor to the extent it is a defense to a simple contract;

(ii) duress, lack of legal capacity or illegality of the transaction which, under other law, nullifies the obligation of the obligor;

(iii) fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms; or

(iv) discharge of the obligor in insolvency proceedings;

(2) a defense of the obligor stated in another section of this division or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; and

(3) a claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument, but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.

(b) Right of holder in due course to enforce obligation.--The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in subsection (a)(1), but is not subject to defenses of the obligor stated in subsection (a)(2) or claims in recoupment stated in subsection (a)(3) against a person other than the holder.

(c) Claims and defenses of person other than obligor on instrument.--Except as stated in subsection (d), in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment or claim to the instrument (section 3306) of another person, but the other person's claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.

(d) Instrument signed for accommodation.--In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection (a) that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy and lack of legal capacity. Cross References. Section 3305 is referred to in sections 3302, 4207, 9403 of this title.
13 Pa.C.S. § 9614 — PA Code / Title 13 / Chapter 96 / Section 9614
Contents and form of notification before disposition of collateral: consumer-goods transaction.
Status: in_force

(a) Contents and form of notification.--In a consumer-goods transaction, the following rules apply:

(1) A notification of disposition must provide the following information:

(i) the information specified in section 9613(a)(1) (relating to contents and form of notification before disposition of collateral: general);

(ii) a description of any liability for a deficiency of the person to which the notification is sent;

(iii) a telephone number from which the amount which must be paid to the secured party to redeem the collateral under section 9623 (relating to right to redeem collateral) is available; and

(iv) a telephone number or mailing address from which additional information concerning the disposition and the obligation secured is available.

(2) A particular phrasing of the notification is not required.

(3) The following form of notification, when completed in accordance with the instructions in subsection (b), provides sufficient information: (Name and address of secured party) (Date) NOTICE OF OUR PLAN TO SELL PROPERTY (Name and address of any obligor who is also a debtor) Subject: (Identify transaction) We have your (describe collateral), because you broke promises in our agreement. {1} We will sell (describe collateral) at public sale. A sale could include a lease or license. The sale will be held as follows: (Date) (Time) (Place) You may attend the sale and bring bidders if you want. {2} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license. {3} The money that we get from the sale, after paying our costs, will reduce the amount you owe. If we get less money than you owe, you (will or will not, as applicable) still owe us the difference. If we get more money than you owe, you will get the extra money, unless we must pay it to someone else. {4} You can get the property back at any time before we sell it by paying us the full amount you owe, not just the past due payments, including our expenses. To learn the exact amount you must pay, call us at (telephone number). {5} If you want us to explain to you in (writing) (writing or in (description of electronic record)) (description of electronic record) how we have figured the amount that you owe us, {6} call us at (telephone number) (or) (write us at (secured party's address)) (or contact us by (description of electronic communication method)) {7} and request (a written explanation) (a written explanation or an explanation in (description of electronic record)) (an explanation in (description of electronic record)). {8} We will charge you $ (amount) for the explanation if we sent you another written explanation of the amount you owe us within the last six months. {9} If you need more information about the sale (call us at (telephone number)) (or) (write us at (secured party's address)) (or contact us by (description of electronic communication method)). {10} We are sending this notice to the following other people who have an interest in (describe collateral) or who owe money under your agreement: (Names of all other debtors and obligors, if any) (End of Form)

(b) Instructions for form of notification.--The following instructions apply to the form of notification in subsection

(a)(3):

(1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(3). Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.

(2) Include and complete either item {1}, if the notification relates to a public disposition of the collateral, or item {2}, if the notification relates to a private disposition of the collateral.

(3) Include and complete items {3}, {4}, {5}, {6} and {7}.

(4) In item {5}, include and complete any one of the three alternative methods for the explanation--writing, writing or electronic record or electronic record.

(5) In item {6}, include the telephone number. In addition, the sender may include and complete either or both of the two additional alternative methods of communication--writing or electronic communication--for the recipient of the notification to communicate with the sender. Neither of the two additional methods of communication is required to be included.

(6) In item {7}, include and complete the method or methods for the explanation--writing, writing or electronic record or electronic record--included in item {5}.

(7) Include and complete item {8} only if a written explanation is included in item {5} as a method for communicating the explanation and the sender will charge the recipient for another written explanation.

(8) In item {9}, include either the telephone number or the address or both the telephone number and the address. In addition, the sender may include and complete the additional method of communication--electronic communication for the recipient of the notification to communicate with the sender. The additional method of electronic communication is not required to be included.

(9) If item {10} does not apply, insert "None" after

"agreement:." (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 9614 is referred to in sections 9602, 9613 of this title.
13 Pa.C.S. § 4A405 — PA Code / Title 13 / Chapter 4 / Section 4A405
Payment by beneficiary's bank to beneficiary.
Status: in_force

(a) Beneficiary's bank credits an account of beneficiary; when payment occurs.--If the beneficiary's bank credits an account of the beneficiary of a payment order, payment of the bank's obligation under section 4A404(a) (relating to obligation of beneficiary's bank to pay and give notice to beneficiary) occurs when and to the extent:

(1) the beneficiary is notified of the right to withdraw the credit;

(2) the bank lawfully applies the credit to a debt of the beneficiary; or

(3) funds with respect to the order are otherwise made available to the beneficiary by the bank.

(b) Beneficiary's bank does not credit an account of beneficiary; when payment occurs.--If the beneficiary's bank does not credit an account of the beneficiary of a payment order, the time when payment of the bank's obligation under section 4A404(a) occurs is governed by principles of law that determine when an obligation is satisfied.

(c) Certain conditions to payment or agreements not enforceable.--Except as stated in subsections (d) and (e), if the beneficiary's bank pays the beneficiary of a payment order under a condition to payment or agreement of the beneficiary giving the bank the right to recover payment from the beneficiary if the bank does not receive payment of the order, the condition to payment or agreement is not enforceable.

(d) Automated clearinghouse transfers.--A funds-transfer system rule may provide that payments made to beneficiaries of funds transfers made through the system are provisional until receipt of payment by the beneficiary's bank of the payment order it accepted. A beneficiary's bank that makes a payment that is provisional under the rule is entitled to refund from the beneficiary if:

(1) the rule requires that both the beneficiary and the originator be given notice of the provisional nature of the payment before the funds transfer is initiated;

(2) the beneficiary, the beneficiary's bank and the originator's bank agreed to be bound by the rule; and

(3) the beneficiary's bank did not receive payment of the payment order that it accepted. If the beneficiary is obliged to refund payment to the beneficiary's bank, acceptance of the payment order by the beneficiary's bank is nullified and no payment by the originator of the funds transfer to the beneficiary occurs under section

4A406 (relating to payment by originator to beneficiary; discharge of underlying obligation).

(e) Funds-transfer systems having loss-sharing rules.--This subsection applies to a funds transfer that includes a payment order transmitted over a funds-transfer system that nets obligations multilaterally among participants and has in effect a loss-sharing agreement among participants for the purpose of providing funds necessary to complete settlement of the obligations of one or more participants that do not meet their settlement obligations. If the beneficiary's bank in the funds transfer accepts a payment order and the system fails to complete settlement pursuant to its rules with respect to any payment order in the funds transfer, the acceptance by the beneficiary's bank is nullified and no person has any right or obligation based on the acceptance, the beneficiary's bank is entitled to recover payment from the beneficiary, no payment by the originator to the beneficiary occurs under section 4A406 and, subject to section 4A402(e) (relating to obligation of sender to pay receiving bank), each sender in the funds transfer is excused from its obligation to pay its payment order under section 4A402(c) because the funds transfer has not been completed. Cross References. Section 4A405 is referred to in sections 4A105, 4A209, 4A404, 4A406, 4A501 of this title.
13 Pa.C.S. § 3503 — PA Code / Title 13 / Chapter 35 / Section 3503
Notice of dishonor.
Status: in_force

(a) Requirement of notice.--The obligation of an indorser stated in section 3415(a) (relating to obligation of indorser) and the obligation of a drawer stated in section 3414(d) (relating to obligation of drawer) may not be enforced unless:

(1) the indorser or drawer is given notice of dishonor of the instrument complying with this section; or

(2) notice of dishonor is excused under section 3504(b) (relating to excused presentment and notice of dishonor).

(b) Manner of notice.--Notice of dishonor may be given by any person; may be given by any commercially reasonable means, including an oral, written or electronic communication; and is sufficient if it reasonably identifies the instrument and indicates that the instrument has been dishonored or has not

been paid or accepted. Return of an instrument given to a bank for collection is sufficient notice of dishonor.

(c) Time of notice.--Subject to section 3504(c), with respect to an instrument taken for collection by a collecting bank, notice of dishonor must be given:

(1) by the bank before midnight of the next banking day following the banking day on which the bank receives notice of dishonor of the instrument; or

(2) by any other person within 30 days following the day on which the person receives notice of dishonor. With respect to any other instrument, notice of dishonor must be given within 30 days following the day on which dishonor occurs. Cross References. Section 3503 is referred to in sections 3415, 4104 of this title.
13 Pa.C.S. § 2402 — PA Code / Title 13 / Chapter 24 / Section 2402
Rights of creditors of seller against sold goods.
Status: in_force

(a) Priority of buyer over unsecured creditors.--Except as provided in subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the rights of the buyer to recover the goods under this division (section 2502 (relating to right of buyer to goods on insolvency of seller) and section 2716 (relating to right of buyer to specific performance or replevin)).

(b) Right to void sale upon fraudulent retention of goods.--A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(c) Other rights of creditors unimpaired.--Nothing in this division shall be deemed to impair the rights of creditors of the seller:

(1) under the provisions of Division 9 (relating to secured transactions); or

(2) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money,

security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this division constitute the transaction a fraudulent transfer or voidable preference. Cross References. Section 2402 is referred to in sections 1301, 7504 of this title.
13 Pa.C.S. § 8205 — PA Code / Title 13 / Chapter 82 / Section 8205
Effect of unauthorized signature on security certificate.
Status: in_force

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:

(1) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates or the immediate preparation for signing of any of them; or

(2) an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate. Cross References. Section 8205 is referred to in section 8202 of this title.
13 Pa.C.S. § 8501 — PA Code / Title 13 / Chapter 85 / Section 8501
Securities account; acquisition of security entitlement from securities intermediary.
Status: in_force

(a) Definition of "securities account".--"Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person

for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

(b) Acquisition of securities entitlement.--Except as otherwise provided in subsections (d) and (e), a person acquires a security entitlement if a securities intermediary:

(1) indicates by book entry that a financial asset has been credited to the person's securities account;

(2) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or

(3) becomes obligated under other law, regulation or rule to credit a financial asset to the person's securities account.

(c) Financial asset not held by securities intermediary.--If a condition of subsection (b) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.

(d) Financial asset held by securities intermediary for another person.--If a securities intermediary holds a financial asset for another person and the financial asset is registered in the name of, payable to the order of or specially indorsed to the other person and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.

(e) Issuance of security.--Issuance of a security is not establishment of a security entitlement. Cross References. Section 8501 is referred to in sections 8102, 8104, 8502, 9102 of this title.
13 Pa.C.S. § 2A303 — PA Code / Title 13 / Chapter 2 / Section 2A303
Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.
Status: in_force

(a) Definition.--As used in this section, the term "creation of a security interest" includes the sale of a lease contract that is subject to Division 9 (relating to secured transactions) by reason of section 9109(a)(3) (relating to scope).

(b) General rule.--Except as provided in subsection (c) and section 9407 (relating to restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest), a provision in a lease agreement which:

(1) prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy or other judicial process, of an interest of a party under the lease contract or of the lessor's residual interest in the goods; or

(2) makes such a transfer an event of default; gives rise to the rights and remedies provided in subsection

(d), but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.

(c) Transfer of right to damages.--A provision in a lease agreement which:

(1) prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor's due performance of the transferor's entire obligation; or

(2) makes such a transfer an event of default; is not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of or materially increases the burden or risk imposed on the other party to the lease contract within the purview of subsection (d).

(d) Certain rights and remedies.--Subject to subsection (c) and section 9407:

(1) If a transfer is made which is made an event of default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in section 2A501(b) (relating to default: procedure).

(2) If paragraph (1) is not applicable and if a transfer is made that is prohibited under a lease agreement or materially impairs the prospect of obtaining return performance by, materially changes the duty of or materially increases the burden or risk imposed on the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.

(e) Effect and enforceability of general transfer.--A transfer of "the lease" or of "all my rights under the lease" or a transfer in similar general terms is a transfer of rights, and, unless the language or the circumstances, as in a transfer for security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.

(f) Effect of delegation of performance.--Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or any liability for default.

(g) Requirements for prohibition of transfer in consumer lease.--In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing and conspicuous. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsecs. (a) and (b), deleted subsec. (c), amended and relettered subsec. (d) to subsec. (c), amended and relettered subsec. (e) to subsec. (d), relettered subsec. (f) to subsec. (e), subsec. (g) to subsec. (f) and subsec. (h) to subsec. (g) and amended subsec. (h) heading. Cross References. Section 2A303 is referred to in sections 2A304, 2A305, 9406, 9407 of this title.
13 Pa.C.S. § 2515 — PA Code / Title 13 / Chapter 25 / Section 2515
Preserving evidence of goods in dispute.
Status: in_force

In furtherance of the adjustment of any claim or dispute:

(1) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and

(2) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.
13 Pa.C.S. § 3417 — PA Code / Title 13 / Chapter 34 / Section 3417
Presentment warranties.
Status: in_force

(a) Statement of warranties.--If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee making payment or accepting the draft in good faith that:

(1) the warrantor is, or was, at the time the warrantor transferred the draft, a person entitled to enforce the draft or authorized to obtain payment or acceptance of the draft on behalf of a person entitled to enforce the draft;

(2) the draft has not been altered; and

(3) the warrantor has no knowledge that the signature of the drawer of the draft is unauthorized.

(b) Damages for breach of warranty.--A drawee making payment may recover from any warrantor damages for breach of warranty equal to the amount paid by the drawee less the amount the drawee received or is entitled to receive from the drawer because of the payment. In addition, the drawee is entitled to compensation for expenses and loss of interest resulting from the breach. The right of the drawee to recover damages under this subsection is not affected by any failure of the drawee to exercise ordinary care in making payment. If the drawee accepts the draft, breach of warranty is a defense to the obligation of the acceptor. If the acceptor makes payment with respect to the draft, the acceptor is entitled to recover from any warrantor for breach of warranty the amounts stated in this subsection.

(c) Defense.--If a drawee asserts a claim for breach of warranty under subsection (a) based on an unauthorized indorsement of the draft or an alteration of the draft, the warrantor may defend by proving that the indorsement is

effective under section 3404 (relating to impostors; fictitious payees) or 3405 (relating to employer's responsibility for fraudulent indorsement by employee) or the drawer is precluded under section 3406 (relating to negligence contributing to forged signature or alteration of instrument) or 4406 (relating to duty of customer to discover and report unauthorized signature or alteration) from asserting against the drawee the unauthorized indorsement or alteration.

(d) Statement of warranty in certain other cases.--If a dishonored draft is presented for payment to the drawer or an indorser or any other instrument is presented for payment to a party obliged to pay the instrument and payment is received, the following rules apply:

(1) The person obtaining payment and a prior transferor of the instrument warrant to the person making payment in good faith that the warrantor is, or was, at the time the warrantor transferred the instrument, a person entitled to enforce the instrument or authorized to obtain payment on behalf of a person entitled to enforce the instrument.

(2) The person making payment may recover from any warrantor for breach of warranty an amount equal to the amount paid plus expenses and loss of interest resulting from the breach.

(e) Prohibition against disclaimer of warranties regarding checks.--The warranties stated in subsections (a) and (d) cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection (b) or (d) is discharged to the extent of any loss caused by the delay in giving notice of the claim.

(f) Action for breach of warranty.--A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach. Cross References. Section 3417 is referred to in section 3418 of this title.
13 Pa.C.S. § 9320 — PA Code / Title 13 / Chapter 93 / Section 9320
Buyer of goods.
Status: in_force

(a) Buyer in ordinary course of business.--Except as otherwise provided in subsection (e), a buyer in ordinary course of business, other than a person buying farm products from a

person engaged in farming operations, takes free of a security interest created by the buyer's seller, even if the security interest is perfected and the buyer knows of its existence.

(b) Buyer of consumer goods.--Except as otherwise provided in subsection (e), a buyer of goods from a person who used or bought the goods for use primarily for personal, family or household purposes takes free of a security interest, even if perfected, if the buyer buys:

(1) without knowledge of the security interest;

(2) for value;

(3) primarily for the buyer's personal, family or household purposes; and

(4) before the filing of a financing statement covering the goods.

(c) Effectiveness of filing for subsection (b).--To the extent that it affects the priority of a security interest over a buyer of goods under subsection (b), the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by section 9316(a) and (b) (relating to effect of change in governing law).

(d) Buyer in ordinary course of business at wellhead or minehead.--A buyer in ordinary course of business buying oil, gas or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

(e) Possessory security interest not affected.--Subsections

(a) and (b) do not affect a security interest in goods in the possession of the secured party under section 9313 (relating to when possession by or delivery to secured party perfects security interest without filing). (June 27, 2013, P.L.154, No.30, eff. July 1, 2013) 2013 Amendment. Act 30 amended subsec. (c). Cross References. Section 9320 is referred to in sections 7209, 7503, 9317 of this title.
13 Pa.C.S. § 2704 — PA Code / Title 13 / Chapter 27 / Section 2704
Right of seller to identify goods to contract notwithstanding breach or to salvage unfinished goods.
Status: in_force

(a) Identification and resale of goods.--An aggrieved seller under section 2703 (relating to remedies of seller in general) may:

(1) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control.

(2) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.

(b) Unfinished goods.--Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner. Cross References. Section 2704 is referred to in sections 2610, 2703 of this title.
13 Pa.C.S. § 9105 — PA Code / Title 13 / Chapter 91 / Section 9105
Control of electronic copy of record evidencing chattel paper.
Status: in_force

(a) General rule; control of electronic copy of record evidencing chattel paper.--A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.

(b) Single authoritative copy.--A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored and assigned in a manner that:

(1) a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (4), (5) and (6), unalterable;

(2) the authoritative copy identifies the purchaser as the assignee of the record or records;

(3) the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

(4) copies or amendments which add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

(c) One or more authoritative copies.--A system satisfies subsection (a) and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy or a system in which the electronic copy is recorded:

(1) enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

(2) enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office or account number, as the assignee of the authoritative electronic copy; and

(3) gives the purchaser exclusive power, subject to subsection (d), to:

(i) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

(ii) transfer control of the authoritative electronic copy.

(d) Meaning of exclusive.--Subject to subsection (e), a power is exclusive under subsection (c)(3) even if:

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

(2) the power is shared with another person.

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

(d)(2) and the purchaser's power is not exclusive if:

(1) the purchaser 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 purchaser; or

(ii) is the transferor to the purchaser of an interest in the chattel paper.

(f) Presumption of exclusivity of certain powers.--If a purchaser has the powers specified in subsection (c)(3), the powers are presumed to be exclusive.

(g) Obtaining control through another person.--A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

(1) has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

(2) obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser. (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. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9105 is referred to in sections 9207, 9208, 9317, 9330, 9601 of this title.
13 Pa.C.S. § 2328 — PA Code / Title 13 / Chapter 23 / Section 2328
Sale by auction.
Status: in_force

(a) Sale in lots.--In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

(b) When sale complete.--A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.

(c) With or without reserve.--Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the announcement by the auctioneer of completion of the sale, but the retraction by a bidder does not revive any previous bid.

(d) Bidding by or for seller.--If the auctioneer knowingly receives a bid on the behalf of the seller or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.
13 Pa.C.S. § 2513 — PA Code / Title 13 / Chapter 25 / Section 2513
Right of buyer to inspection of goods.
Status: in_force

(a) General rule.--Unless otherwise agreed and subject to subsection (c), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.

(b) Expenses of inspection.--Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.

(c) Limitation on right of inspection prior to payment.--Unless otherwise agreed and subject to the provisions of this division on C.I.F. contracts (section 2321(3)), the buyer is not entitled to inspect the goods before payment of the price when the contract provides:

(1) for delivery "C.O.D." or on other like terms; or

(2) for payment against documents of title, except where such payment is due only after the goods are to become available for inspection.

(d) Agreement as to place and method of inspection.--A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract. Cross References. Section 2513 is referred to in section 2310 of this title.
13 Pa.C.S. § 2A107 — PA Code / Title 13 / Chapter 2 / Section 2A107
Waiver or renunciation of claim or right after default.
Status: in_force

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party. (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. § 2201 — PA Code / Title 13 / Chapter 22 / Section 2201
Formal requirements; statute of frauds.
Status: in_force

(a) General rule.--Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized

agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(b) Writing confirming contract between merchants.--Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (a) against the party unless notice in a record of objection to its contents is given within ten days after it is received.

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

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

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

(3) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 2606).

(d) Qualified financial contracts.--Subsection (a) does not apply to a qualified financial contract, as defined in section 1206(c)(1) (relating to statute of frauds for kinds of personal property not otherwise covered), if either:

(1) there is, as provided in section 1206(c)(3), sufficient evidence to indicate that a contract has been made; or

(2) the parties, by means of a prior or subsequent written contract, have agreed to be bound by the terms of the qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages or otherwise) on those terms. (May 22, 1996, P.L.248, No.44, eff. imd.; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a) and (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 1996 Amendment. Act 44 added subsec. (d). See section 14(c) of Act 44 in the appendix to this title for special provisions relating to applicability to qualified financial contracts. References in Text. Section 1206, referred to in this section, was repealed and added by the act of April 16, 2008 (P.L.57, No.13). Present section 1206 relates to presumptions. Cross References. Section 2201 is referred to in sections 2209, 2326 of this title.
13 Pa.C.S. § 2A516 — PA Code / Title 13 / Chapter 2 / Section 2A516
Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.
Status: in_force

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

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

(c) Notice of default and burden of proof.--If a tender has been accepted:

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

(2) except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like (section 2A211), the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

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

(d) Notice of litigation to person answerable over.--If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over, the following apply:

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

(2) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation, including settlement, if the claim is one for infringement or the like (section 2A211) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then, unless the lessee after seasonable receipt of the demand does turn over control, the lessee is so barred.

(e) Obligation of lessee to hold lessor or supplier harmless.--Subsections (c) and (d) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like (section 2A211). Cross References. Section 2A516 is referred to in section 2A519 of this title.
13 Pa.C.S. § 2A301 — PA Code / Title 13 / Chapter 2 / Section 2A301
Enforceability of lease contract.
Status: in_force

Except as otherwise provided in this division, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.
13 Pa.C.S. § 9509 — PA Code / Title 13 / Chapter 95 / Section 9509
Persons entitled to file a record.
Status: in_force

(a) Person entitled to file record.--A person may file an initial financing statement, amendment which adds collateral covered by a financing statement or amendment which adds a debtor to a financing statement only if:

(1) the debtor authorizes the filing in a signed record or pursuant to subsection (b) or (c); or

(2) the person holds an agricultural lien which has become effective at the time of filing and the financing statement covers only collateral in which the person holds an agricultural lien.

(b) Security agreement as authorization.--By signing or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement and an amendment covering:

(1) the collateral described in the security agreement; and

(2) property which becomes collateral under section 9315(a)(2) (relating to secured party's rights on disposition of collateral and in proceeds), whether or not the security agreement expressly covers proceeds.

(c) Acquisition of collateral as authorization.--By acquiring collateral in which a security interest or agricultural lien continues under section 9315(a)(1), a debtor authorizes the filing of an initial financing statement and an amendment covering the collateral and property which becomes collateral under section 9315(a)(2).

(d) Person entitled to file certain amendments.--A person may file an amendment other than an amendment which adds collateral covered by a financing statement or an amendment which adds a debtor to a financing statement only if:

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

(2) the amendment is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by section 9513(a) or (c) (relating to termination statement), the debtor authorizes the filing and the termination statement indicates that the debtor authorized it to be filed.

(e) Multiple secured parties of record.--If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection (d). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended 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 9509 is referred to in sections 9510, 9512, 9518, 9625 of this title.
13 Pa.C.S. § 8304 — PA Code / Title 13 / Chapter 83 / Section 8304
Indorsement.
Status: in_force

(a) Blank and special indorsement.--An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.

(b) Effect of partial indorsement.--An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.

(c) Effect of indorsement without delivery.--An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.

(d) Effect of delivery without indorsement; right to compel indorsement.--If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.

(e) Indorsement of security certificate in bearer form.--An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

(f) Indorser not a guarantor.--Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 8108 (relating to warranties in direct

holding) and not an obligation that the security will be honored by the issuer.
13 Pa.C.S. § 91121 — PA Code / Title 13 / Chapter 911 / Section 91121
Savings clause.
Status: in_force

Except as provided in Subchapter C (relating to transitional provisions for Divisions 9 and 12), a transaction validly entered into before the effective date of this section and the rights, duties and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by law other than this title or, if applicable, this title, as though this section had not taken effect.
13 Pa.C.S. § 2A402 — PA Code / Title 13 / Chapter 2 / Section 2A402
Anticipatory repudiation.
Status: in_force

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

(1) for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;

(2) make demand pursuant to section 2A401 (relating to insecurity: adequate assurance of performance) and await assurance of future performance adequate under the circumstances of the particular case; or

(3) resort to any right or remedy upon default under the lease contract or this division, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this division on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (section 2A524). Cross References. Section 2A402 is referred to in sections 2A508, 2A529 of this title.
13 Pa.C.S. § 2401 — PA Code / Title 13 / Chapter 24 / Section 2401
Passing of title; reservation for security; limited application of section.
Status: in_force

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

(1) Identification of goods and reservation of title.--Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of Division 9 (relating to secured transactions), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

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

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

(ii) if the contract requires delivery at destination, title passes on tender there.

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

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

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

(4) Revesting of title upon rejection of goods or revocation of acceptance.--A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale." (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended par. (3)(i). Cross References. Section 2401 is referred to in sections 1201, 2106, 9102, 9109, 9110, 9309 of this title.
13 Pa.C.S. § 9702 — PA Code / Title 13 / Chapter 97 / Section 9702
Savings clause.
Status: in_force

(a) Pre-effective-date transactions or liens.--Except as otherwise provided in this chapter, Revised Division 9 applies to a transaction or lien within its scope even if the transaction or lien was entered into or created before the effective date of Revised Division 9.

(b) Continuing validity.--Except as otherwise provided in subsection (c) and sections 9703 (relating to security interest perfected before effective date) through 9709 (relating to priority) of Revised Division 9:

(1) transactions and liens which were not governed by Former Division 9, were validly entered into or created before the effective date of Revised Division 9 and would be subject to Revised Division 9 if they had been entered into or created after the effective date of Revised Division 9 and the rights, duties and interests flowing from those transactions and liens remain valid after the effective date of Revised Division 9; and

(2) transactions and liens may be terminated, completed, consummated and enforced as required or permitted by Revised

Division 9 or by the law which otherwise would apply if Revised Division 9 had not taken effect.

(c) Pre-effective-date proceedings.--Revised Division 9 does not affect an action, case or proceeding commenced before the effective date of Revised Division 9.
13 Pa.C.S. § 3205 — PA Code / Title 13 / Chapter 32 / Section 3205
Special indorsement; blank indorsement; anomalous indorsement.
Status: in_force

(a) Special indorsement.--If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a "special indorsement." When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in section 3110 (relating to identification of person to whom instrument is payable) apply to special indorsements.

(b) Blank indorsement.--If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a "blank indorsement." When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed.

(c) Conversion of blank indorsement into special indorsement.--The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable.

(d) Definition of "anomalous indorsement".--"Anomalous indorsement" means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated. Cross References. Section 3205 is referred to in sections 3103, 3109 of this title.
13 Pa.C.S. § 2314 — PA Code / Title 13 / Chapter 23 / Section 2314
Implied warranty: merchantability; usage of trade.
Status: in_force

(a) Sale by merchant.--Unless excluded or modified (section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

(b) Merchantability standards for goods.--Goods to be merchantable must be at least such as:

(1) pass without objection in the trade under the contract description;

(2) in the case of fungible goods, are of fair average quality within the description;

(3) are fit for the ordinary purposes for which such goods are used;

(4) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved;

(5) are adequately contained, packaged, and labeled as the agreement may require; and

(6) conform to the promises or affirmations of fact made on the container or label if any.

(c) Course of dealing or usage of trade.--Unless excluded or modified (section 2316) other implied warranties may arise from course of dealing or usage of trade.
13 Pa.C.S. § 1101 — PA Code / Title 13 / Chapter 11 / Section 1101
Short titles.
Status: in_force

(a) Title.--This title may be cited as the Uniform Commercial Code.

(b) Division.--This division may be cited as the Uniform Commercial Code-General Provisions.
13 Pa.C.S. § 1304 — PA Code / Title 13 / Chapter 13 / Section 1304
Obligation of good faith.
Status: in_force

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
13 Pa.C.S. § 3410 — PA Code / Title 13 / Chapter 34 / Section 3410
Acceptance varying draft.
Status: in_force

(a) Right of holder to refuse acceptance.--If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance.

(b) Effect of acceptance designating place of payment.--The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place.

(c) Assent of holder to acceptance.--If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.
13 Pa.C.S. § 3502 — PA Code / Title 13 / Chapter 35 / Section 3502
Dishonor.
Status: in_force

(a) Dishonor of note.--Dishonor of a note is governed by the following rules:

(1) If the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment.

(2) If the note is not payable on demand and is payable at or through a bank or the terms of the note require presentment, the note is dishonored if presentment is duly made and the note is not paid on the day it becomes payable or the day of presentment, whichever is later.

(3) If the note is not payable on demand and paragraph

(2) does not apply, the note is dishonored if it is not paid on the day it becomes payable.

(b) Dishonor of unaccepted draft.--Dishonor of an unaccepted draft other than a documentary draft is governed by the following rules:

(1) If a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under section 4301 (relating to deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank) or 4302 (relating to responsibility of payor bank for late return of item) or

becomes accountable for the amount of the check under section 4302.

(2) If a draft is payable on demand and paragraph (1) does not apply, the draft is dishonored if presentment for payment is duly made to the drawee and the draft is not paid on the day of presentment.

(3) If a draft is payable on a date stated in the draft, the draft is dishonored if:

(i) presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later; or

(ii) presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment.

(4) If a draft is payable on elapse of a period of time after sight or acceptance, the draft is dishonored if presentment for acceptance is duly made and the draft is not accepted on the day of presentment.

(c) Dishonor of unaccepted documentary draft.--Dishonor of an unaccepted documentary draft occurs according to the rules stated in subsection (b)(2), (3) and (4), except that payment or acceptance may be delayed without dishonor until no later than the close of the third business day of the drawee following the day on which payment or acceptance is required by those paragraphs.

(d) Dishonor of accepted draft.--Dishonor of an accepted draft is governed by the following rules:

(1) If the draft is payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and the draft is not paid on the day of presentment.

(2) If the draft is not payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and payment is not made on the day it becomes payable or the day of presentment, whichever is later.

(e) Certain limitations.--In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under section 3504 (relating to excused presentment and notice of dishonor), dishonor occurs without presentment if the instrument is not duly accepted or paid.

(f) Late acceptance cures dishonor.--If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored. Cross References. Section 3502 is referred to in section 2103 of this title.
13 Pa.C.S. § 2209 — PA Code / Title 13 / Chapter 22 / Section 2209
Modification, rescission and waiver.
Status: in_force

(a) Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding.

(b) Writing excluding modification or rescission.--A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(c) Compliance of modified contract with statute of frauds.--The requirements of section 2201 (relating to formal requirements; statute of frauds) must be satisfied if the contract as modified is within its provisions.

(d) Ineffective modification or rescission as waiver.--Although an attempt at modification or rescission does not satisfy the requirements of subsection (b) or (c) it can operate as a waiver.

(e) Retraction of waiver.--A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. (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 2209 is referred to in section 1303 of this title.
13 Pa.C.S. § 3311 — PA Code / Title 13 / Chapter 33 / Section 3311
Accord and satisfaction by use of instrument.
Status: in_force

(a) Requirements.--If a person against whom a claim is asserted proves that:

(1) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim;

(2) the amount of the claim was unliquidated or subject to a bona fide dispute; and

(3) the claimant obtained payment of the instrument; the following subsections apply.

(b) Proof of conspicuous statement.--Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.

(c) Designated person, office or place and 90-day limitations.--Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies:

(1) The claimant, if an organization, proves that:

(i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office or place; and

(ii) the instrument or accompanying communication was not received by that designated person, office or place.

(2) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1)(i).

(d) Discharge.--A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.
13 Pa.C.S. § 9324 — PA Code / Title 13 / Chapter 93 / Section 9324
Priority of purchase-money security interests.
Status: in_force

(a) General rule: purchase-money priority.--Except as otherwise provided in subsection (g), a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in section 9327 (relating to priority of security interests in deposit account), a perfected security interest in its identifiable proceeds also has priority if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within 20 days thereafter.

(b) Inventory purchase-money priority.--Subject to subsection (c) and except as otherwise provided in subsection

(g), a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory; has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper if so provided in section 9330 (relating to priority of purchaser of chattel paper or instrument); and, except as otherwise provided in section 9327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:

(1) the purchase-money security interest is perfected when the debtor receives possession of the inventory;

(2) the purchase-money secured party sends a signed notification to the holder of the conflicting security interest;

(3) the holder of the conflicting security interest receives the notification within five years before the debtor receives possession of the inventory; and

(4) the notification states that the person sending the notification has or expects to acquire a purchase-money security interest in inventory of the debtor and describes the inventory.

(c) Holders of conflicting inventory security interests to be notified.--Subsection (b)(2) through (4) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory:

(1) if the purchase-money security interest is perfected by filing, before the date of the filing; or

(2) if the purchase-money security interest is temporarily perfected without filing or possession under section 9312(f) (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), before the beginning of the 20-day period thereunder.

(d) Livestock purchase-money priority.--Subject to subsection (e) and except as otherwise provided in subsection

(g), a perfected purchase-money security interest in livestock which are farm products has priority over a conflicting security interest in the same livestock; and, except as otherwise provided in section 9327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured state also has priority, if:

(1) the purchase-money security interest is perfected when the debtor receives possession of the livestock;

(2) the purchase-money secured party sends a signed notification to the holder of the conflicting security interest;

(3) the holder of the conflicting security interest receives the notification within six months before the debtor receives possession of the livestock; and

(4) the notification states that the person sending the notification has or expects to acquire a purchase-money security interest in livestock of the debtor and describes the livestock.

(e) Holders of conflicting livestock security interests to be notified.--Subsection (d)(2) through (4) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock:

(1) if the purchase-money security interest is perfected by filing, before the date of the filing; or

(2) if the purchase-money security interest is temporarily perfected without filing or possession under section 9312(f), before the beginning of the 20-day period thereunder.

(f) Software purchase-money priority.--Except as otherwise provided in subsection (g), a perfected purchase-money security interest in software has priority over a conflicting security interest in the same collateral; and, except as otherwise

provided in section 9327, a perfected security interest in its identifiable proceeds also has priority, to the extent that the purchase-money security interest in the goods in which the software was acquired for use has priority in the goods and proceeds of the goods under this section.

(g) Conflicting purchase-money security interests.--If more than one security interest qualifies for priority in the same collateral under subsection (a), (b), (d) or (f):

(1) a security interest securing an obligation incurred as all or part of the price of the collateral has priority over a security interest securing an obligation incurred for value given to enable the debtor to acquire rights in or the use of collateral; and

(2) in all other cases, section 9322(a) (relating to general priority rules) applies to the qualifying security interests. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (b), (c)(2) and

(d). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9324 is referred to in section 9325 of this title.
13 Pa.C.S. § 4A106 — PA Code / Title 13 / Chapter 4 / Section 4A106
Time payment order is received.
Status: in_force

(a) General rule.--The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in section 1202 (relating to notice; knowledge). A receiving bank may fix a cutoff time or times on a funds-transfer business day for the receipt and processing of payment orders and communications canceling or amending payment orders. Different cutoff times may apply to payment orders, cancellations or amendments or to different categories of payment orders, cancellations or amendments. A cutoff time may apply to senders generally or different cutoff times may apply to different senders or categories of payment orders. If a payment order or communication canceling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cutoff time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

(b) When date of certain required action does not fall on funds-transfer business day.--If this division refers to an execution date or payment date or states a day on which a receiving bank is required to take action and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this division. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (a).