13 Pa.C.S. § 2104 — PA Code / Title 13 / Chapter 21 / Section 2104
Definitions: "merchant"; "between merchants";
Status: in_force

"financing agency." The following words and phrases when used in this division shall have the meanings given to them in this section:

"Between merchants." Between merchants means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

"Financing agency." Any bank, finance company, or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the draft of the seller or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. The term includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (see section 2707).

"Merchant." A person who:

(1) deals in goods of the kind; or

(2) otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended the def. of "financing agency." Cross References. Section 2104 is referred to in sections 2103, 2A103, 9102 of this title.
13 Pa.C.S. § 4A102 — PA Code / Title 13 / Chapter 4 / Section 4A102
Subject matter.
Status: in_force

Except as otherwise provided in section 4A108 (relating to relationship to Electronic Fund Transfer Act), this division

applies to funds transfers defined in section 4A104 (relating to funds transfer; definitions). (July 9, 2013, P.L.262, No.49, eff. 60 days)
13 Pa.C.S. § 2A210 — PA Code / Title 13 / Chapter 2 / Section 2A210
Express warranties.
Status: in_force

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

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

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

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

(b) Formal words or specific intent unnecessary.--It is not necessary to the creation of an express warranty that the lessor use formal words, such as "warrant" or "guarantee," or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor's opinion or commendation of the goods does not create a warranty.
13 Pa.C.S. § 4A206 — PA Code / Title 13 / Chapter 4 / Section 4A206
Transmission of payment order through funds-transfer or other communication system.
Status: in_force

(a) General rule.--If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the bank, the system is deemed to be an agent of the sender for the purpose of transmitting the payment order to the bank. If there is a discrepancy between the terms of the payment order transmitted to the system and the terms of the payment order transmitted by the system to the bank, the terms of the payment order of the sender are those transmitted by the system. This section does not apply to a funds-transfer system of the Federal Reserve banks.

(b) Cancellations and amendments of payment orders.--This section applies to cancellations and amendments of payment orders to the same extent it applies to payment orders. Cross References. Section 4A206 is referred to in section 4A205 of this title.
13 Pa.C.S. § 2 — PA Code / Title 13 / Chapter 2 / Section 2
Transition provisions in general.
Status: in_force

Transactions validly entered into before the effective date of this act, and which were subject to the provisions of Title 13 of the Pennsylvania Consolidated Statutes (relating to commercial code) and which would be subject thereto under this act, if they had been entered into after the effective date of this act and the rights, duties and interests flowing from such transactions remain valid after the effective date of this act and may be terminated, completed, consummated or enforced as required or permitted after the effective date of this act. Security interests arising out of such transactions which are perfected when this act becomes effective shall remain perfected until they lapse as provided herein and may be continued, except as stated in section 4. Explanatory Note. Act 201 amended or added sections 1105, 1201, 2107, 2702, 3501, 4208, 5116, 7209, 9102, 9103, 9104, 9105, 9106, 9114, 9203, 9204, 9205, 9301, 9302, 9304, 9305,

9306, 9307, 9308, 9312, 9313, 9318, 9401, 9402, 9403, 9404, 9405, 9406, 9408, 9409, 9501, 9502, 9504 and 9505.
13 Pa.C.S. § 8403 — PA Code / Title 13 / Chapter 84 / Section 8403
Demand that issuer not register transfer.
Status: in_force

(a) General rule.--A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

(b) Subsequent request to register transfer.--If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

(1) the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;

(2) a demand that the issuer not register transfer had previously been received; and

(3) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

(c) Period of time registration can be withheld under subsection (b)(3).--The period described in subsection (b)(3) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

(d) Limitation on liability of issuer.--An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:

(1) obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or

(2) file with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

(e) Liability for registering transfer pursuant to ineffective indorsement or instruction.--This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective. Cross References. Section 8403 is referred to in sections 8401, 8404 of this title.
13 Pa.C.S. § 9710 — PA Code / Title 13 / Chapter 97 / Section 9710
Operations of prothonotaries' offices after effective date.
Status: in_force

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

"Former Division 9 records." The following records:

(1) Financing statements and other records that have been filed in a prothonotary's office pursuant to Former Division 9 before July 1, 2001, and that are, or upon

processing and indexing will be, reflected in the index maintained as of June 30, 2001, by the prothonotary's office for financing statements and other records filed in the prothonotary's office before July 1, 2001.

(2) The index as of June 30, 2001. The term does not include records presented to a prothonotary's office for filing after June 30, 2001, whether or not the records relate to financing statements filed in the prothonotary's office before July 1, 2001.

"Prothonotary's office." The office of a prothonotary of a county of this Commonwealth.

(b) No records to be accepted after June 30, 2001.--A prothonotary's office must not accept for filing a record presented after June 30, 2001, whether or not the record relates to a financing statement filed in the prothonotary's office before July 1, 2001.

(c) Maintenance of Former Division 9 records.--Until July 1, 2008, each prothonotary's office must maintain all Former Division 9 records in accordance with Former Division 9. A Former Division 9 record that is not reflected on the index maintained at June 30, 2001, by the prothonotary's office must be processed and indexed and reflected on the index as of June 30, 2001, as soon as practicable but in any event no later than July 30, 2001.

(d) Response to information requests.--Until June 30, 2008, each prothonotary's office shall respond to requests for information with respect to Former Division 9 records relating to a debtor and issue certificates in accordance with Former Division 9. The fees charged for responding to requests for information relating to a debtor and issuing certificates with respect to Former Division 9 records must be the fees in effect under Former Division 9 on June 30, 2001, unless a different fee is established by regulation issued by the Department of State pursuant to section 9525 of Revised Division 9 (relating to fees).

(e) Removal and destruction of Former Division 9 records.--After June 30, 2008, each prothonotary's office may remove and destroy, in accordance with any then applicable record retention law of this Commonwealth, all Former Division 9 records, including the related index.
13 Pa.C.S. § 3110 — PA Code / Title 13 / Chapter 31 / Section 3110
Identification of person to whom instrument is payable.
Status: in_force

(a) Intent of issuer.--The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification

that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.

(b) When signature of issuer made by automated means.--If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.

(c) Identification of person to whom instrument is payable and rules for determining holder.--A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office or account number. For the purpose of determining the holder of an instrument, the following rules apply:

(1) If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.

(2) If an instrument is payable to:

(i) a trust, an estate or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative or a successor of either, whether or not the beneficiary or estate is also named;

(ii) a person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative or a successor of the representative;

(iii) a fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or

(iv) an office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office or a successor to the incumbent.

(d) Instrument payable to two or more persons.--If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively. Cross References. Section 3110 is referred to in sections 3205, 3404 of this title.
13 Pa.C.S. § 4A105 — PA Code / Title 13 / Chapter 4 / Section 4A105
Other 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:

"Authorized account." A deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank. If a customer does not so designate an account, any account of the customer is an authorized account if payment of a payment order from that account is not inconsistent with a restriction on the use of that account.

"Bank." A person engaged in the business of banking, including a savings bank, savings and loan association, credit union and trust company. A branch or separate office of a bank is a separate bank for purposes of this division.

"Customer." A person, including a bank, having an account with a bank or from whom a bank has agreed to receive payment orders.

"Funds-transfer business day." The part of a day during which the receiving bank is open for the receipt, processing and transmittal of payment orders and cancellations and amendments of payment orders.

"Funds-transfer system." A wire transfer network, automated clearinghouse or other communication system of a clearinghouse or other association of banks through which a payment order by a bank may be transmitted to the bank to which the order is addressed.

"Good faith." (Deleted by amendment).

"Prove." With respect to a fact, means to meet the burden of establishing the fact (section 1201(b)(8)).

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

"Acceptance." Section 4A209.

"Beneficiary." Section 4A103.

"Beneficiary's bank." Section 4A103.

"Executed." Section 4A301.

"Execution date." Section 4A301.

"Funds transfer." Section 4A104.

"Funds-transfer system rule." Section 4A501.

"Intermediary bank." Section 4A104.

"Originator." Section 4A104.

"Originator's bank." Section 4A104.

"Payment by beneficiary's bank to beneficiary." Section 4A405.

"Payment by originator to beneficiary." Section 4A406.

"Payment by sender to receiving bank." Section 4A403.

"Payment date." Section 4A401.

"Payment order." Section 4A103.

"Receiving bank." Section 4A103.

"Security procedure." Section 4A201.

"Sender." Section 4A103.

(c) Index of definitions in other divisions.--The following definitions in Division 4 (relating to bank deposits and collections) apply to this division:

"Clearinghouse." Section 4104.

"Item." Section 4104.

"Suspends payments." Section 4104.

(d) Applicability of general definitions and principles.--In addition, Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended the def. of "prove" and deleted the def. of "good faith" in subsec. (a). 2001 Amendment. Act 18 amended subsec. (a) intro. par.
13 Pa.C.S. § 2A504 — PA Code / Title 13 / Chapter 2 / Section 2A504
Liquidation of damages.
Status: in_force

(a) General rule.--Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.

(b) Invalidity or failure of purpose of remedy.--If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (a), or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this division.

(c) Right of lessee to restitution.--If the lessor justifiably withholds or stops delivery of goods because of the lessee's default or insolvency (section 2A525 or 2A526), the lessee is entitled to restitution of any amount by which the sum of his payments exceeds:

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

(2) in the absence of those terms, 20% of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.

(d) Restitution subject to offset.--A lessee's right to restitution under subsection (c) is subject to offset to the extent the lessor establishes:

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

(2) the amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract. Cross References. Section 2A504 is referred to in sections 2A503, 2A518, 2A519, 2A527, 2A528 of this title.
13 Pa.C.S. § 4A202 — PA Code / Title 13 / Chapter 4 / Section 4A202
Authorized and verified payment orders.
Status: in_force

(a) Authorized payment order.--A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is otherwise bound by it under the law of agency.

(b) Verified payment order.--If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if:

(1) the security procedure is a commercially reasonable method of providing security against unauthorized payment orders; and

(2) the bank proves that it accepted the payment order in good faith and in compliance with the bank's obligations under the security procedure and any agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer. The bank is not required to follow an instruction that violates an agreement with the customer, evidenced by a record, or notice of which is not received at a time and in a manner affording the bank a reasonable opportunity to act on it before the payment order is accepted.

(c) Commercial reasonableness of security procedure.--Commercial reasonableness of a security procedure is a question of law to be determined by considering the wishes of the customer expressed to the bank, the circumstances of the customer known to the bank, including the size, type and frequency of payment orders normally issued by the customer to the bank, alternative security procedures offered to the customer and security procedures in general use by customers and receiving banks similarly situated. A security procedure is deemed to be commercially reasonable if:

(1) the security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer; and

(2) the customer expressly agreed in a record to be bound by any payment order, whether or not authorized, issued in its name and accepted by the bank in compliance with the bank's obligations under the security procedure chosen by the customer.

(d) Definition of "sender".--The term "sender" in this division includes the customer in whose name a payment order is issued if the order is the authorized order of the customer under subsection (a), or it is effective as the order of the customer under subsection (b).

(e) Amendments and cancellations of payment orders.--This section applies to amendments and cancellations of payment orders to the same extent it applies to payment orders.

(f) Rights and obligations.--Except as provided in this section and in section 4A203(a)(1) (relating to unenforceability of certain verified payment orders), rights and obligations arising under this section or section 4A203 may not be varied by agreement. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (b)(2) and (c)(2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

Cross References. Section 4A202 is referred to in sections 4A203, 4A204 of this title.
13 Pa.C.S. § 8206 — PA Code / Title 13 / Chapter 82 / Section 8206
Completion or alteration of security certificate.
Status: in_force

(a) Completion of security certificate.--If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:

(1) any person may complete it by filling in the blanks as authorized; and

(2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a

purchaser who took it for value and without notice of the incorrectness.

(b) Enforceability of improperly altered security certificate.--A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
13 Pa.C.S. § 4214 — PA Code / Title 13 / Chapter 42 / Section 4214
Right of charge-back or refund; liability of collecting bank; return of item.
Status: in_force

(a) Right of collecting bank to charge-back or refund.--If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or otherwise to receive settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to the account of its customer, or obtain refund from its customer, whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank's midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge-back and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.

(b) Return of item by collecting bank.--A collecting bank returns an item when it is sent or delivered to the bank's customer or transferor or pursuant to its instructions.

(c) Right of depositary-payor bank to charge-back or refund.--A depositary bank that is also the payor may charge-back the amount of an item to the account of its customer or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (section 4301).

(d) Right of charge-back unaffected in certain cases.--The right to charge-back is not affected by:

(1) previous use of a credit given for the item; or

(2) failure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable.

(e) Effect of failure to charge-back or claim refund.--A failure to charge-back or claim refund does not affect other rights of the bank against the customer or any other party.

(f) Credit in dollars for item payable in foreign money.--If credit is given in dollars as the equivalent of the value of an item payable in foreign money, the dollar amount of any charge-back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge-back or refund learns that it will not receive payment in ordinary course. (July 9, 1992, P.L.507, No.97, eff. one year)

1992 Amendment. Act 97 amended and renumbered former section 4212 to present section 4214 and renumbered former section 4214 to present section 4216.
13 Pa.C.S. § 7208 — PA Code / Title 13 / Chapter 72 / Section 7208
Altered warehouse receipts.
Status: in_force

If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.
13 Pa.C.S. § 4405 — PA Code / Title 13 / Chapter 44 / Section 4405
Death or incapacity of customer.
Status: in_force

(a) Authority of bank unaffected in absence of knowledge.--The authority of a payor or collecting bank to accept, pay or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incapacity of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incapacity. Neither death nor incapacity of a customer revokes the authority to accept, pay, collect or account until the bank knows of the fact of death or of an adjudication of incapacity and has reasonable opportunity to act on it.

(b) Limited authority of bank following knowledge.--Even with knowledge, a bank may for ten days after the date of death pay or certify checks drawn on or before that date unless ordered to stop payment by a person claiming an interest in the account. (Apr. 16, 1992, P.L.108, No.24, eff. 60 days; July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendments. Act 24 amended the heading and subsec. (a) and Act 97 amended the entire section. Act 97 overlooked the amendment by Act 24, but the amendments do not conflict in substance, and both have been given effect in setting forth the section heading and the text of subsec. (a).
13 Pa.C.S. § 8406 — PA Code / Title 13 / Chapter 84 / Section 8406
Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.
Status: in_force

If a security certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 8404 (relating to wrongful registration) or a claim to a new security certificate under section 8405 (relating to replacement of lost, destroyed or wrongfully taken security certificate). Cross References. Section 8406 is referred to in section 8404 of this title.
13 Pa.C.S. § 9624 — PA Code / Title 13 / Chapter 96 / Section 9624
Waiver.
Status: in_force

(a) Waiver of disposition notification.--A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 9611 (relating to notification before disposition of collateral) only by an agreement to that effect entered into and signed after default.

(b) Waiver of mandatory disposition.--A debtor may waive the right to require disposition of collateral under section 9620(e) (relating to mandatory disposition of consumer goods) only by an agreement to that effect entered into and signed after default.

(c) Waiver of redemption right.--Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under section 9623 (relating to right to redeem collateral) only by an agreement to that effect entered into and signed after default. (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 9624 is referred to in sections 9602, 9620 of this title; section 6259 of Title 12 (Commerce and Trade).
13 Pa.C.S. § 8301 — PA Code / Title 13 / Chapter 83 / Section 8301
Delivery.
Status: in_force

(a) Delivery of certificated security.--Delivery of a certificated security to a purchaser occurs when:

(1) the purchaser acquires possession of the security certificate;

(2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or

(3) a securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is:

(i) registered in the name of the purchaser;

(ii) payable to the order of the purchaser; or

(iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(b) Delivery of uncertificated security.--Delivery of an uncertificated security to a purchaser occurs when:

(1) the issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

(2) another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (a)(3). Cross References. Section 8301 is referred to in sections 8102, 8104, 9203, 9313 of this title.
13 Pa.C.S. § 9330 — PA Code / Title 13 / Chapter 93 / Section 9330
Priority of purchaser of chattel paper or instrument.
Status: in_force

(a) Purchaser's priority: security interest claimed merely as proceeds.--A purchaser of chattel paper has priority over a

security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

(1) in good faith and in the ordinary course of the purchaser's business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper and obtains control under section 9105 (relating to control of electronic copy of record evidencing chattel paper) of each authoritative electronic copy of the record evidencing the chattel paper; and

(2) the authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.

(b) Purchaser's priority: other security interests.--A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper and obtains control under section 9105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser's business and without knowledge that the purchase violates the rights of the secured party.

(c) Chattel paper purchaser's priority in proceeds.--Except as otherwise provided in section 9327 (relating to priority of security interests in deposit account), a purchaser having priority in chattel paper under subsection (a) or (b) also has priority in proceeds of the chattel paper to the extent that:

(1) section 9322 (relating to priorities among conflicting security interests in and agricultural liens on same collateral) provides for priority in the proceeds; or

(2) the proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods even if the purchaser's security interest in the proceeds is unperfected.

(d) Instrument purchaser's priority.--Except as otherwise provided in section 9331(a) (relating to priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments and securities under other divisions; priority of interests in financial assets and security entitlements and protection against assertion of claim under Divisions 8 and 12), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.

(e) Holder of purchase-money security interest gives new value.--For purposes of subsections (a) and (b), the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.

(f) Indication of assignment gives knowledge.--For purposes of subsections (b) and (d), if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party. (July 1, 2024, P.L.450, No.41, eff. 60 days)

2024 Amendment. Act 41 amended subsecs. (a), (b), (d) and

(f). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9330 is referred to in sections 9322, 9324 of this title.
13 Pa.C.S. § 4503 — PA Code / Title 13 / Chapter 45 / Section 4503
Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.
Status: in_force

Unless otherwise instructed and except as provided in Division 5 (relating to letters of credit), a bank presenting a documentary draft:

(1) must deliver the documents to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment; and

(2) upon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need

designated in the draft or, if the presenting bank does not choose to utilize the referee's services, it must use diligence and good faith to ascertain the reason for dishonor, must notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor and must request instructions. However, the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for those expenses. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 4101 — PA Code / Title 13 / Chapter 41 / Section 4101
Short title of division.
Status: in_force

This division shall be known and may be cited as the Uniform Commercial Code, Article 4, Bank Deposits and Collections. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 8105 — PA Code / Title 13 / Chapter 81 / Section 8105
Notice of adverse claim.
Status: in_force

(a) General rule.--A person has notice of an adverse claim if:

(1) the person knows of the adverse claim;

(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or

(3) the person has a duty imposed by statute or regulation to investigate whether an adverse claim exists and the investigation so required would establish the existence of the adverse claim.

(b) Knowledge of transfer of financial asset or interest therein.--Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.

(c) Staleness as notice of adverse claims.--An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:

(1) one year after a date set for presentment or surrender for redemption or exchange; or

(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.

(d) Notice to purchaser of certificated security.--A purchaser of a certificated security has notice of an adverse claim if the security certificate:

(1) whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or

(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.

(e) Filing of financing statement not notice of adverse claim.--Filing of a financing statement under Division 9 (relating to secured transactions; sales of accounts, contract rights and chattel paper) is not notice of an adverse claim to a financial asset. References in Text. Division 9, referred to in subsec. (e), was repealed and added by the act of June 8, 2001 (P.L.123, No.18). Present Division 9 relates to secured transactions.
13 Pa.C.S. § 2615 — PA Code / Title 13 / Chapter 26 / Section 2615
Excuse by failure of presupposed conditions.
Status: in_force

Except so far as a seller may have assumed a greater obligation and subject to section 2614 (relating to substituted performance):

(1) Delay in delivery or non-delivery in whole or in part by a seller who complies with paragraphs (2) and (3) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

(2) Where the causes mentioned in paragraph (1) affect only a part of the capacity of the seller to perform, he must allocate production and deliveries among his customers, but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.

(3) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (2), of the estimated quota thus made available for the buyer. Cross References. Section 2615 is referred to in section 2616 of this title.
13 Pa.C.S. § 4207 — PA Code / Title 13 / Chapter 42 / Section 4207
Transfer warranties.
Status: in_force

(a) General rule.--A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:

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

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

(3) the item has not been altered;

(4) the item is not subject to a defense or claim in recoupment (section 3305(a)) of any party that 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) Effect of dishonor.--If an item is dishonored, a customer or collecting bank transferring the item and receiving

settlement or other consideration is obliged to pay the amount due on the item according to the terms of the item at the time it was transferred or, if the transfer was of an incomplete item, according to its terms when completed as stated in sections 3115 (relating to incomplete instrument) and 3407 (relating to alteration). The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an indorsement stating that it is made "without recourse" or otherwise disclaiming liability.

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

(d) Prohibition against certain disclaimers and discharge.--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 warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.

(e) Cause of action.--A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 7105 — PA Code / Title 13 / Chapter 71 / Section 7105
Reissuance in alternative medium.
Status: in_force

(a) Authority for electronic to tangible.--Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:

(1) the person entitled under the electronic document surrenders control of the document to the issuer; and

(2) the tangible document, when issued, contains a statement that it is issued in substitution for the electronic document.

(b) Effect of electronic to tangible.--Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection (a):

(1) the electronic document ceases to have any effect or validity; and

(2) the person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.

(c) Authority for tangible to electronic.--Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:

(1) the person entitled under the tangible document surrenders possession of the document to the issuer; and

(2) the electronic document, when issued, contains a statement that it is issued in substitution for the tangible document.

(d) Effect of tangible to electronic.--Upon issuance of the electronic document of title in substitution for a tangible document of title in accordance with subsection (c):

(1) the tangible document ceases to have any effect or validity; and

(2) the person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer. Cross References. Section 7105 is referred to in sections 7305, 7402 of this title.
13 Pa.C.S. § 8207 — PA Code / Title 13 / Chapter 82 / Section 8207
Rights and duties of issuer with respect to registered owners.
Status: in_force

(a) General rule.--Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications and otherwise exercise all the rights and powers of an owner.

(b) Liability of registered owner for calls, etc., unaffected.--This division does not affect the liability of the registered owner of a security for a call, assessment or the like.
13 Pa.C.S. § 4A406 — PA Code / Title 13 / Chapter 4 / Section 4A406
Payment by originator to beneficiary; discharge of underlying obligation.
Status: in_force

(a) Payment.--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), the originator of a funds transfer pays the beneficiary of the originator's payment order:

(1) at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary's bank in the funds transfer; and

(2) in an amount equal to the amount of the order accepted by the beneficiary's bank, but not more than the amount of the originator's order.

(b) Discharge.--If payment under subsection (a) is made to satisfy an obligation, the obligation is discharged to the same extent discharge would result from payment to the beneficiary of the same amount in money, unless:

(1) the payment under subsection (a) was made by a means prohibited by the contract of the beneficiary with respect to the obligation;

(2) the beneficiary, within a reasonable time after receiving notice of receipt of the order by the beneficiary's bank, notified the originator of the beneficiary's refusal of the payment;

(3) funds with respect to the order were not withdrawn by the beneficiary or applied to a debt of the beneficiary; and

(4) the beneficiary would suffer a loss that could reasonably have been avoided if payment had been made by a means complying with the contract. If payment by the originator does not result in discharge under this section, the originator is subrogated to the rights of the beneficiary to receive payment from the beneficiary's bank under section 4A404(a) (relating to obligation of beneficiary's bank to pay and give notice to beneficiary).

(c) Rule for determining whether discharge occurs.--For the purpose of determining whether discharge of an obligation occurs

under subsection (b), if the beneficiary's bank accepts a payment order in an amount equal to the amount of the originator's payment order less charges of one or more receiving banks in the funds transfer, payment to the beneficiary is deemed to be in the amount of the originator's order unless, upon demand by the beneficiary, the originator does not pay the beneficiary the amount of the deducted charges.

(d) Rights may be varied only by agreement.--Rights of the originator or of the beneficiary of a funds transfer under this section may be varied only by agreement of the originator and the beneficiary. Cross References. Section 4A406 is referred to in sections 4213, 4A105, 4A405 of this title.
13 Pa.C.S. § 3106 — PA Code / Title 13 / Chapter 31 / Section 3106
Unconditional promise or order.
Status: in_force

(a) When conditional.--Except as provided in this section, for the purposes of section 3104(a) (relating to negotiable instrument), a promise or order is unconditional unless it states:

(1) an express condition to payment;

(2) that the promise or order is subject to or governed by another writing; or

(3) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.

(b) When promise or order not made conditional.--A promise or order is not made conditional:

(1) by a reference to another writing for a statement of rights with respect to collateral, prepayment or acceleration; or

(2) because payment is limited to resort to a particular fund or source.

(c) Promise or order not made conditional when countersignature as condition to payment is required.--If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 3104(a). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

(d) Promise or order not made conditional by containing certain statements required by law.--If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 3104(a); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument. Cross References. Section 3106 is referred to in section 3302 of this title.
13 Pa.C.S. § 3413 — PA Code / Title 13 / Chapter 34 / Section 3413
Obligation of acceptor.
Status: in_force

(a) General rule.--The acceptor of a draft is obliged to pay the draft:

(1) according to its terms at the time it was accepted, even though the acceptance states that the draft is payable "as originally drawn" or equivalent terms;

(2) if the acceptance varies the terms of the draft, according to the terms of the draft as varied; or

(3) if the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in sections 3115 (relating to incomplete instrument) and 3407 (relating to alteration). The obligation is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under section 3414 (relating to obligation of drawer) or 3415 (relating to obligation of indorser).

(b) Certified check or accepted draft.--If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If the certification or acceptance does not state an amount, the amount of the instrument is subsequently raised and the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.
13 Pa.C.S. § 2204 — PA Code / Title 13 / Chapter 22 / Section 2204
Formation in general.
Status: in_force

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

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

(c) Effect of open terms.--Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Cross References. Section 2204 is referred to in section 2311 of this title.
13 Pa.C.S. § 4A212 — PA Code / Title 13 / Chapter 4 / Section 4A212
Liability and duty of receiving bank regarding unaccepted payment order.
Status: in_force

If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this division but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this division or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in section 4A209 (relating to acceptance of payment order), and liability is limited to that provided in this division. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this division or by express agreement.
13 Pa.C.S. § 3419 — PA Code / Title 13 / Chapter 34 / Section 3419
Instruments signed for accommodation.
Status: in_force

(a) Accommodation party.--If an instrument is issued for value given for the benefit of a party to the instrument ("accommodated party") and another party to the instrument ("accommodation party") signs the instrument for the purpose of incurring liability on the instrument without being a direct beneficiary of the value given for the instrument, the instrument is signed by the accommodation party "for accommodation."

(b) Liability of accommodation party.--An accommodation party may sign the instrument as maker, drawer, acceptor or indorser and, subject to subsection (d), is obliged to pay the instrument in the capacity in which the accommodation party signs. The obligation of an accommodation party may be enforced notwithstanding any statute of frauds and whether or not the accommodation party receives consideration for the accommodation.

(c) Presumption.--A person signing an instrument is presumed to be an accommodation party and there is notice that the instrument is signed for accommodation if the signature is an anomalous indorsement or is accompanied by words indicating that the signer is acting as surety or guarantor with respect to the obligation of another party to the instrument. Except as provided in section 3605 (relating to discharge of indorsers and accommodation parties), the obligation of an accommodation party to pay the instrument is not affected by the fact that the person enforcing the obligation had notice when the instrument was taken by that person that the accommodation party signed the instrument for accommodation.

(d) Limitation on liability.--If the signature of a party to an instrument is accompanied by words indicating unambiguously that the party is guaranteeing collection rather than payment of the obligation of another party to the instrument, the signer is obliged to pay the amount due on the instrument to a person entitled to enforce the instrument only if:

(1) execution of judgment against the other party has been returned unsatisfied;

(2) the other party is insolvent or in an insolvency proceeding;

(3) the other party cannot be served with process; or

(4) it is otherwise apparent that payment cannot be obtained from the other party.

(e) Rights between accommodation and accommodated parties.--An accommodation party who pays the instrument is entitled to reimbursement from the accommodated party and is

entitled to enforce the instrument against the accommodated party. An accommodated party who pays the instrument has no right of recourse against, and is not entitled to contribution from, an accommodation party. Cross References. Section 3419 is referred to in sections 3103, 3116, 3415, 3605 of this title.
13 Pa.C.S. § 4A104 — PA Code / Title 13 / Chapter 4 / Section 4A104
Funds transfer; definitions.
Status: in_force

(a) Definition of "funds transfer".--"Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator's bank or an intermediary bank intended to carry out the originator's payment order. A funds transfer is completed by acceptance by the beneficiary's bank of a payment order for the benefit of the beneficiary of the originator's payment order.

(b) Definition of "intermediary bank".--"Intermediary bank" means a receiving bank other than the originator's bank or the beneficiary's bank.

(c) Definition of "originator".--"Originator" means the sender of the first payment order in a funds transfer.

(d) Definition of "originator's bank".--"Originator's bank" means:

(1) the receiving bank to which the payment order of the originator is issued if the originator is not a bank; or

(2) the originator if the originator is a bank. Cross References. Section 4A104 is referred to in sections 4A102, 4A105 of this title.
13 Pa.C.S. § 9334 — PA Code / Title 13 / Chapter 93 / Section 9334
Priority of security interests in fixtures and crops.
Status: in_force

(a) Security interest in fixtures under this division.--A security interest under this division may be created in goods which are fixtures or may continue in goods which become fixtures. A security interest does not exist under this division in ordinary building materials incorporated into an improvement on land.

(b) Security interest in fixtures under real property law.--This division does not prevent creation of an encumbrance upon fixtures under real property law.

(c) General rule: subordination of security interest in fixtures.--In cases not governed by subsections (d) through

(h), a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.

(d) Fixtures purchase-money priority.--Except as otherwise provided in subsection (h), a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:

(1) the security interest is a purchase-money security interest;

(2) the interest of the encumbrancer or owner arises before the goods become fixtures; and

(3) the security interest is perfected by a fixture filing before the goods become fixtures or within 20 days thereafter.

(e) Priority of security interest in fixtures over interests in real property.--A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if any of the following paragraphs apply:

(1) The debtor has an interest of record in the real property or is in possession of the real property and the security interest:

(i) is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and

(ii) has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner.

(2) Before the goods become fixtures, the security interest is perfected by any method permitted by this division and the fixtures are readily removable:

(i) factory or office machines;

(ii) equipment which is not primarily used or leased for use in the operation of the real property; or

(iii) replacements of domestic appliances which are consumer goods.

(3) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this division.

(4) The security interest is:

(i) created in a manufactured home in a manufactured-home transaction; and

(ii) perfected pursuant to a statute described in section 9311(a)(2) (relating to perfection of security interests in property subject to certain statutes, regulations and treaties).

(f) Priority based on consent, disclaimer or right to remove.--A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:

(1) the encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures; or

(2) the debtor has a right to remove the goods as against the encumbrancer or owner.

(g) Continuation of subsection (f)(2) priority.--The priority of the security interest under subsection (f)(2) continues for a reasonable time if the debtor's right to remove the goods as against the encumbrancer or owner terminates.

(h) Priority of construction mortgage.--A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subsections (e) and (f), a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.

(i) Priority of security interest in crops.--A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (f). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9334 is referred to in section 9109 of this title.
13 Pa.C.S. § 4103 — PA Code / Title 13 / Chapter 41 / Section 4103
Variation by agreement; measure of damages; action constituting ordinary care.
Status: in_force

(a) Variation by agreement.--The effect of the provisions of this division may be varied by agreement, but the parties to the agreement cannot disclaim the responsibility of a bank for its lack of good faith or failure to exercise ordinary care or limit the measure of damages for the lack or failure. However, the parties may determine by agreement the standards by which the responsibility of the bank is to be measured if those standards are not manifestly unreasonable.

(b) Rules and regulations having effect of agreements.--Federal Reserve regulations and operating circulars, clearinghouse rules and the like have the effect of agreements under subsection (a), whether or not specifically assented to by all parties interested in items handled.

(c) Certain action constituting ordinary care.--Action or nonaction approved by this division or pursuant to Federal Reserve regulations or operating circulars is the exercise of ordinary care and, in the absence of special instructions, action or nonaction consistent with clearinghouse rules and the like or with a general banking usage not disapproved by this division, is prima facie the exercise of ordinary care.

(d) Effect of approval of certain procedures by this division.--The specification or approval of certain procedures by this division is not disapproval of other procedures that may be reasonable under the circumstances.

(e) Measure of damages for failure to exercise ordinary care.--The measure of damages for failure to exercise ordinary care in handling an item is the amount of the item reduced by an amount that could not have been realized by the exercise of ordinary care. If there is also bad faith it includes any other damages the party suffered as a proximate consequence. (July 9, 1992, P.L.507, No.97, eff. one year)
13 Pa.C.S. § 2A221 — PA Code / Title 13 / Chapter 2 / Section 2A221
Casualty to identified goods.
Status: in_force

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or section 2A219 (relating to risk of loss), then:

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

(2) if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his option either treat the lease contract as avoided or, except in a finance lease that is not a consumer lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.
13 Pa.C.S. § 8407 — PA Code / Title 13 / Chapter 84 / Section 8407
Authenticating trustee, transfer agent and registrar.
Status: in_force

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
13 Pa.C.S. § 2A208 — PA Code / Title 13 / Chapter 2 / Section 2A208
Modification, rescission and waiver.
Status: in_force

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

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

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

(d) Retraction of waiver.--A party who has made a waiver affecting an executory portion of a lease 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 2A208 is referred to in section 2A207 of this title.
13 Pa.C.S. § 2711 — PA Code / Title 13 / Chapter 27 / Section 2711
Remedies of buyer in general; security interest of buyer in rejected goods.
Status: in_force

(a) Cancellation and additional remedies.--Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 2612 (relating to "installment contract"; breach)), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid:

(1) "cover" and have damages under section 2712 (relating to "cover"; procurement by buyer of substitute goods) as to all the goods affected whether or not they have been identified to the contract; or

(2) recover damages for nondelivery as provided in this division (section 2713 (relating to damages of buyer for nondelivery or repudiation)).

(b) Additional remedies for nondelivery or repudiation.--Where the seller fails to deliver or repudiates the buyer may also:

(1) if the goods have been identified recover them as provided in this division (section 2502 (relating to right of buyer to goods upon insolvency of seller)); or

(2) in a proper case obtain specific performance or replevy the goods as provided in this division (section 2716).

(c) Security interest of buyer in rejected goods.--On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt,

transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 2706). Cross References. Section 2711 is referred to in sections 2602, 2603, 2610, 2706, 2712, 9102, 9109, 9110, 9309, 9325 of this title.
13 Pa.C.S. § 9341 — PA Code / Title 13 / Chapter 93 / Section 9341
Bank's rights and duties with respect to deposit account.
Status: in_force

Except as otherwise provided in section 9340(c) (relating to when set-off ineffective) and unless the bank otherwise agrees in a signed record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended or modified by:

(1) the creation, attachment or perfection of a security interest in the deposit account;

(2) the bank's knowledge of the security interest; or

(3) the bank's receipt of instructions from 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. § 8305 — PA Code / Title 13 / Chapter 83 / Section 8305
Instruction.
Status: in_force

(a) Instruction originated by appropriate person.--If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.

(b) Person initiating instruction not a guarantor.--Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by 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. § 2717 — PA Code / Title 13 / Chapter 27 / Section 2717
Deduction of damages from price.
Status: in_force

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
13 Pa.C.S. § 9312 — PA Code / Title 13 / Chapter 93 / Section 9312
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.
Status: in_force

(a) Perfection by filing permitted.--A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property or negotiable documents may be perfected by filing.

(b) Control or possession of certain collateral.--Except as otherwise provided in section 9315(c) (relating to perfection of security interest in proceeds) and (d) (relating to continuation of perfection) for proceeds:

(1) a security interest in a deposit account may be perfected only by control under section 9314 (relating to perfection by control);

(2) except as otherwise provided in section 9308(d) (relating to supporting obligation), a security interest in a letter-of-credit right may be perfected only by control under section 9314; and

(3) a security interest in money may be perfected only by the secured party's taking possession under section 9313 (relating to when possession by or delivery to secured party perfects security interest without filing).

(c) Goods covered by negotiable document.--While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

(1) a security interest in the goods may be perfected by perfecting a security interest in the document; and

(2) a security interest perfected in the document has priority over any security interest which becomes perfected in the goods by another method during that time.

(d) Goods covered by nonnegotiable document.--While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

(1) issuance of a document in the name of the secured party;

(2) the bailee's receipt of notification of the secured party's interest; or

(3) filing as to the goods.

(e) Temporary perfection: new value.--A security interest in certificated securities, negotiable documents or instruments is perfected without filing or the taking of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under a signed security agreement.

(f) Temporary perfection: goods or documents made available to debtor.--A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

(1) ultimate sale or exchange; or

(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with them in a manner preliminary to their sale or exchange.

(g) Temporary perfection: delivery of security certificate or instrument to debtor.--A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

(1) ultimate sale or exchange; or

(2) presentation, collection, enforcement, renewal or registration of transfer.

(h) Expiration of temporary perfection.--After the 20-day period specified in subsection (e), (f) or (g) expires, perfection depends upon compliance with this division. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the section heading and subsecs. (a) 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 9312 is referred to in sections 9310, 9323, 9324 of this title.
13 Pa.C.S. § 2A531 — PA Code / Title 13 / Chapter 2 / Section 2A531
Standing to sue third parties for injury to goods.
Status: in_force

(a) General rule.--If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract:

(1) the lessor has a right of action against the third party; and

(2) the lessee also has a right of action against the third party if the lessee:

(i) has a security interest in the goods;

(ii) has an insurable interest in the goods; or

(iii) bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(b) Status of plaintiff as fiduciary.--If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his own interest, is as a fiduciary for the other party to the lease contract.

(c) Consent of parties as to suing.--Either party with the consent of the other may sue for the benefit of whom it may concern.
13 Pa.C.S. § 9402 — PA Code / Title 13 / Chapter 94 / Section 9402
Secured party not obligated on contract of debtor or in tort.
Status: in_force

The existence of a security interest, agricultural lien or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.
13 Pa.C.S. § 2614 — PA Code / Title 13 / Chapter 26 / Section 2614
Substituted performance.
Status: in_force

(a) Manner of delivery.--Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed

manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.

(b) Manner of payment.--If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the obligation of the buyer unless the regulation is discriminatory, oppressive or predatory. Cross References. Section 2614 is referred to in section 2615 of this title.
13 Pa.C.S. § 2A212 — PA Code / Title 13 / Chapter 2 / Section 2A212
Implied warranty of merchantability.
Status: in_force

(a) General rule.--Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease

contract if the lessor is a merchant with respect to goods of that kind.

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

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

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

(3) are fit for the ordinary purposes for which goods of that type are used;

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

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

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

(c) Course of dealing or usage of trade.--Other implied warranties may arise from course of dealing or usage of trade.
13 Pa.C.S. § 2A523 — PA Code / Title 13 / Chapter 2 / Section 2A523
Lessor's remedies.
Status: in_force

(a) General rule.--If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 2A510), the lessee is in default under the lease contract and the lessor may:

(1) Cancel the lease contract (section 2A505(a)).

(2) Proceed respecting goods not identified to the lease contract (section 2A524).

(3) Withhold delivery of the goods and take possession of goods previously delivered (section 2A525).

(4) Stop delivery of the goods by any bailee (section 2A526).

(5) Dispose of the goods and recover damages (section 2A527), or retain the goods and recover damages (section 2A528), or in a proper case recover rent (section 2A529).

(6) Exercise any other rights or pursue any other remedies provided in the lease contract.

(b) When lessor does not fully exercise right or obtain remedy.--If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection (a), the lessor may recover the loss resulting in the ordinary course of events from the lessee's default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee's default.

(c) Other rights and remedies.--If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:

(1) if the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsection

(a) or (b); or

(2) if the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection (b). Cross References. Section 2A523 is referred to in sections 2A524, 2A525, 2A527, 2A528, 2A529 of this title.
13 Pa.C.S. § 2403 — PA Code / Title 13 / Chapter 24 / Section 2403
Power to transfer; good faith purchase of goods;
Status: in_force

"entrusting."

(a) Transfer of title.--A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though:

(1) the transferor was deceived as to the identity of the purchaser;

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

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

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

(b) Transfer by merchant entrusted with possession of goods.--Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.

(c) Definition of "entrusting".--"Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the disposition of the goods by the possessor has been such as to be larcenous under the criminal law.

(d) Rights of other purchasers and lien creditors.--The rights of other purchasers of goods and of lien creditors are governed by Division 7 (relating to documents of title) and Division 9 (relating to secured transactions). (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 amended subsec. (d). Cross References. Section 2403 is referred to in sections 2103, 2702, 2A103, 7209, 7503, 9315 of this title.
13 Pa.C.S. § 2716 — PA Code / Title 13 / Chapter 27 / Section 2716
Right of buyer to specific performance or replevin.
Status: in_force

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

(b) Terms and conditions of decree.--The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.

(c) Replevin.--The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing, or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family or household purposes, the buyer's right of replevin vests upon acquisition of a special property even if the seller had not then repudiated or failed to deliver. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (c). Cross References. Section 2716 is referred to in sections 2402, 2711 of this title.
13 Pa.C.S. § 1107 — PA Code / Title 13 / Chapter 11 / Section 1107
Section captions.
Status: in_force

Notwithstanding 1 Pa.C.S. § 1924 (relating to construction of titles, preambles, provisos, exceptions and headings), section captions are part of this title.
13 Pa.C.S. § 2720 — PA Code / Title 13 / Chapter 27 / Section 2720
Effect of "cancellation" or "rescission" on claims for antecedent breach.
Status: in_force

Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
13 Pa.C.S. § 2320 — PA Code / Title 13 / Chapter 23 / Section 2320
C.I.F. and C. & F. terms.
Status: in_force

(a) Definitions.--The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.

(b) Effect of C.I.F. destination term.--Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to do the following:

(1) Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills

of lading covering the entire transportation to the named destination.

(2) Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for.

(3) Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance.

(4) Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract.

(5) Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the rights of the buyer.

(c) Effect of C. & F. term.--Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.

(d) Tender of documents and payment.--Under the term C.I.F. or C. & F. 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.
13 Pa.C.S. § 9803 — PA Code / Title 13 / Chapter 98 / Section 9803
Security interest perfected before effective date.
Status: in_force

(a) Continuing perfection; perfection requirements satisfied.--A security interest that is a perfected security interest immediately before the 2013 Revision takes effect is a perfected security interest under this division as amended by the 2013 Revision if, when the 2013 Revision takes effect, the applicable requirements for attachment and perfection under this division as amended by the 2013 Revision are satisfied without further action.

(b) Continuing perfection; perfection requirements not satisfied.--Except as otherwise provided in section 9805 (relating to effectiveness of action taken before effective date), if, immediately before the 2013 Revision takes effect, a security interest is a perfected security interest, but the applicable requirements for perfection under this division as amended by the 2013 Revision are not satisfied when the 2013 Revision takes effect, the security interest remains perfected

thereafter only if the applicable requirements for perfection under this division as amended by the 2013 Revision are satisfied within one year after the 2013 Revision takes effect.
13 Pa.C.S. § 3602 — PA Code / Title 13 / Chapter 36 / Section 3602
Payment.
Status: in_force

(a) General rule.--Subject to subsection (b), an instrument is paid to the extent payment is made by or on behalf of a party obliged to pay the instrument and to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under section 3306 (relating to claims to an instrument) by another person.

(b) Obligation not discharged.--The obligation of a party to pay the instrument is not discharged under subsection (a) if:

(1) a claim to the instrument under section 3306 is enforceable against the party receiving payment and:

(i) payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or

(ii) in the case of an instrument other than a cashier's check, teller's check or certified check, the

party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(2) the person making payment knows that the instrument is a stolen instrument and pays a person it knows is in wrongful possession of the instrument. Cross References. Section 3602 is referred to in section 3103 of this title.
13 Pa.C.S. § 9340 — PA Code / Title 13 / Chapter 93 / Section 9340
Effectiveness of right of recoupment or set-off against deposit account.
Status: in_force

(a) Exercise of recoupment or set-off.--Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account.

(b) Recoupment or set-off not affected by security interest.--Except as otherwise provided in subsection (c), the application of this division to a security interest in a deposit account does not affect a right of recoupment or set-off of the

secured party as to a deposit account maintained with the secured party.

(c) When set-off ineffective.--The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under section 9104(a)(3) (relating to requirements for control) if the set-off is based on a claim against the debtor. Cross References. Section 9340 is referred to in sections 9109, 9341 of this title.
13 Pa.C.S. § 7203 — PA Code / Title 13 / Chapter 72 / Section 7203
Liability for nonreceipt or misdescription.
Status: in_force

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that:

(1) the document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as a case in which the description is in terms of marks or labels or kind, quantity or condition or the receipt or description is qualified by "contents, condition and quality unknown," "said to contain," or words of similar import, if the indication is true; or

(2) the party or purchaser otherwise has notice of the nonreceipt or misdescription.
13 Pa.C.S. § 9323 — PA Code / Title 13 / Chapter 93 / Section 9323
Future advances.
Status: in_force

(a) When priority based on time of advance.--Except as otherwise provided in subsection (c), for purposes of determining the priority of a perfected security interest under section 9322(a)(1) (relating to general priority rules), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance which:

(1) is made while the security interest is perfected only:

(i) under section 9309 (relating to security interest perfected upon attachment) when it attaches; or

(ii) temporarily under any of the following sections:

(A) 9312(e) (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);

(B) 9312(f); or

(C) 9312(g); and

(2) is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under section 9309 or 9312(e), (f) or (g).

(b) Lien creditor.--Except as otherwise provided in subsection (c), a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than 45 days after the person becomes a lien creditor unless the advance is made:

(1) without knowledge of the lien; or

(2) pursuant to a commitment entered into without knowledge of the lien.

(c) Buyer of receivables.--Subsections (a) and (b) do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles or promissory notes or a consignor.

(d) Buyer of goods.--Except as otherwise provided in subsection (e), a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the buyer's purchase; or

(2) 45 days after the purchase.

(e) Advances made pursuant to commitment: priority of buyer of goods.--Subsection (d) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer's purchase and before the expiration of the 45-day period.

(f) Lessee of goods.--Except as otherwise provided in subsection (g), a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the lease; or

(2) 45 days after the lease contract becomes enforceable.

(g) Advances made pursuant to commitment: priority of lessee of goods.--Subsection (f) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the 45-day period. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a)(1)(ii), (d) and (f). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 9323 is referred to in sections 2A307, 9328 of this title.
13 Pa.C.S. § 5114 — PA Code / Title 13 / Chapter 51 / Section 5114
Assignment of proceeds.
Status: in_force

(a) Definition.--As used in this section, the term "proceeds of a letter of credit" means the cash, check, accepted draft or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary's drawing rights or documents presented by the beneficiary.

(b) Beneficiary's right to assign proceeds.--A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.

(c) Recognition of assignment of proceeds.--An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.

(d) Consent to assignment of proceeds.--An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.

(e) Rights of transferee beneficiary or nominated person.--Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds.

(f) Certain rights not affected; relationship to Division 9.--Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's right to proceeds is governed by Division 9 (relating to secured transactions) or other law. Against persons other than the issuer, transferee beneficiary or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Division 9 or other law. 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 5114 is referred to in sections 5103, 9102, 9107, 9109, 9700 of this title.
13 Pa.C.S. § 2A214 — PA Code / Title 13 / Chapter 2 / Section 2A214
Exclusion or modification of warranties.
Status: in_force

(a) Construction of words or conduct creating or limiting warranties.--Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 2A202 (relating to final expression: parol or extrinsic evidence), negation or limitation is inoperative to the extent that the construction is unreasonable.

(b) Implied warranties of merchantability and fitness; specific language.--Subject to subsection (c), to exclude or modify the implied warranty of merchantability or any part of it, the language must mention "merchantability," be by a writing and be conspicuous. Subject to subsection (c), to exclude or modify any implied warranty of fitness, the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."

(c) Implied warranties of merchantability and fitness; alternative methods.--Notwithstanding subsection (b), but subject to subsection (d):

(1) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is" or "with all faults" or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;

(2) if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and

(3) an implied warranty may also be excluded or modified by course of dealing, course of performance or usage of trade.

(d) Warranties against interference and infringement.--To exclude or modify a warranty against interference or against infringement (section 2A211) or any part of it, the language must be specific, be by a writing and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (a). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 4211 — PA Code / Title 13 / Chapter 42 / Section 4211
When bank gives value for purposes of holder in due course.
Status: in_force

For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of section 3302 (relating to holder in due course). (July 9, 1992, P.L.507, No.97, eff. one year) 1992 Amendment. Act 97 deleted section 4211 by amendment and renumbered section 4209 to section 4211. Cross References. Section 4211 is referred to in section 5102 of this title.
13 Pa.C.S. § 7403 — PA Code / Title 13 / Chapter 74 / Section 7403
Obligation of bailee to deliver; excuse.
Status: in_force

(a) Delivery.--A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c) unless and to the extent that the bailee establishes any of the following:

(1) delivery of the goods to a person whose receipt was rightful as against the claimant;

(2) damage to or delay, loss or destruction of the goods for which the bailee is not liable;

(3) previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage;

(4) the exercise by a seller of its right to stop delivery pursuant to section 2705 (relating to stoppage by seller of delivery in transit or otherwise) or by a lessor of its right to stop delivery pursuant to section 2A526 (relating to lessor's stoppage of delivery in transit or otherwise);

(5) a diversion, reconsignment or other disposition pursuant to section 7303 (relating to diversion; reconsignment; change of instructions);

(6) release, satisfaction or any other personal defense against the claimant; or

(7) any other lawful excuse.

(b) Satisfaction of bailee's lien.--A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee so requests or the bailee is prohibited by law from delivering the goods until the charges are paid.

(c) Document.--Unless a person claiming the goods is a person against which the document of title does not confer a right under section 7503(a) (relating to document of title to goods defeated in certain cases):

(1) the person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and

(2) the bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee liable to any person to which the document is duly negotiated. Cross References. Section 7403 is referred to in sections 7202, 7209, 7503 of this title.
13 Pa.C.S. § 8103 — PA Code / Title 13 / Chapter 81 / Section 8103
Rules for determining whether certain obligations and interests are securities or financial assets.
Status: in_force

(a) Share or similar equity interest.--A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security.

(b) Investment company security.--An "investment company security" is a security. An "investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the Federal investment company laws, an interest in a unit investment trust that is so registered or a face-amount certificate issued by a face-amount certificate company that is so registered. "Investment company security" does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

(c) Interest in partnership or limited liability company.--An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms

expressly provide that it is a security governed by this division, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

(d) Writing that is security certificate.--A writing that is a security certificate is governed by this division and not by Division 3 (relating to negotiable instruments), even though it also meets the requirements of that division. However, a negotiable instrument governed by Division 3 is a financial asset if it is held in a securities account.

(e) Option or similar obligation.--An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

(f) Commodity contract.--A commodity contract, as defined in section 9102(a) (relating to definitions and index of definitions), is not a security or a financial asset.

(g) Documents of title.--A document of title, as defined in section 1201 (relating to general definitions), is not a financial asset unless paragraph (3) of the definition of "financial asset" in section 8102 (relating to definitions and index of definitions) applies.

(h) Controllable accounts, controllable electronic records and controllable payment intangibles.--A controllable account, controllable electronic record or controllable payment intangible is not a financial asset unless the definition of "financial asset" in section 8102 applies. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (g) and added subsec. (h). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 2001 Amendment. Act 18 amended subsec. (f). Cross References. Section 8103 is referred to in section 8102 of this title.
13 Pa.C.S. § 2311 — PA Code / Title 13 / Chapter 23 / Section 2311
Options and cooperation respecting performance.
Status: in_force

(a) Specifying particulars of performance.--An agreement for sale which is otherwise sufficiently definite (section 2204(c)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(b) Specifying assortment of goods and shipping arrangements.--Unless otherwise agreed specifications relating to assortment of the goods are at the option of the buyer and except as otherwise provided in section 2319(a)(3) and (c) (relating to F.O.B. and F.A.S. terms) specifications or arrangements relating to shipment are at the option of the seller.

(c) Remedies for failure to specify or cooperate.--Where such specification would materially affect the performance of the other party but is not seasonably made or where the cooperation of one party is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

(1) is excused for any resulting delay in his own performance; and

(2) may also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. Cross References. Section 2311 is referred to in section 2319 of this title.
13 Pa.C.S. § 1301 — PA Code / Title 13 / Chapter 13 / Section 1301
Territorial applicability; parties' power to choose applicable law.
Status: in_force

(a) Agreement; reasonable relation requirement.--Except as otherwise provided in this section, when a transaction bears a reasonable relation to this Commonwealth and also to another state or nation, the parties may agree that the law either of this Commonwealth or of such other state or nation shall govern their rights and duties.

(b) Absence of agreement; approved relation requirement.--In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), this title applies to transactions bearing an appropriate relation to this Commonwealth.

(c) Mandatory applicability of title.--If one of the following provisions of this title specifies the applicable law, that provision governs, and a contrary agreement is effective only to the extent permitted by the law so specified:

(1) Section 2402 (relating to rights of creditors of seller against sold goods).

(2) Sections 2A105 (relating to territorial application of division to goods covered by certificate of title) and 2A106 (relating to limitation on power of parties to consumer lease to choose applicable law and judicial forum).

(3) Section 4102 (relating to applicability).

(4) Section 4A507 (relating to choice of law).

(5) Section 5116 (relating to choice of law and forum).

(6) Section 8110 (relating to applicability; choice of law).

(7) Ch. 93 Subch. A (relating to law governing perfection and priority).

(8) Section 12107 (relating to governing law). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added subsec. (c)(8). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 9521 — PA Code / Title 13 / Chapter 95 / Section 9521
Uniform form of written financing statement and amendment.
Status: in_force

(a) Initial financing statement form.--A filing office which accepts written records may not refuse to accept a written initial financing statement in the form and format set forth in the final official text of the 1999 revisions to Article 9 of the Uniform Commercial Code promulgated by The American Law

Institute and the National Conference of Commissioners on Uniform State Laws, except for a reason set forth in section 9516(b) (relating to refusal to accept record; filing does not occur).

(b) Amendment form.--A filing office which accepts written records may not refuse to accept a written record in the form and format set forth in the final official text of the 1999 revisions to Article 9 of the Uniform Commercial Code promulgated by The American Law Institute and the National Conference of Commissioners on Uniform State Laws, except for a reason set forth in section 9516(b).
13 Pa.C.S. § 2A512 — PA Code / Title 13 / Chapter 2 / Section 2A512
Lessee's duties as to rightfully rejected goods.
Status: in_force

(a) General rule.--Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 2A511) and subject to any security interest of a lessee (section 2A508(e)):

(1) the lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;

(2) if the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in section 2A511 (relating to merchant lessee's duties as to rightfully rejected goods); but

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

(b) Action of lessee not acceptance or conversion.--Action by the lessee pursuant to subsection (a) is not acceptance or conversion. Cross References. Section 2A512 is referred to in section 2A511 of this title.
13 Pa.C.S. § 9626 — PA Code / Title 13 / Chapter 96 / Section 9626
Action in which deficiency or surplus is in issue.
Status: in_force

(a) Applicable rules if amount of deficiency or surplus in issue.--In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:

(1) A secured party need not prove compliance with the provisions of this chapter relating to collection, enforcement, disposition or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue.

(2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition or acceptance was conducted in accordance with this chapter.

(3) Except as otherwise provided in section 9628 (relating to nonliability and limitation on liability of secured party; liability of secondary obligor), if a secured party fails to prove that the collection, enforcement, disposition or acceptance was conducted in accordance with the provisions of this chapter relating to collection, enforcement, disposition or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses and attorney fees exceeds the greater of:

(i) the proceeds of the collection, enforcement, disposition or acceptance; or

(ii) the amount of proceeds which would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this chapter relating to collection, enforcement, disposition or acceptance.

(4) For purposes of paragraph (3)(ii), the amount of proceeds which would have been realized is equal to the sum of the secured obligation, expenses and attorney fees unless the secured party proves that the amount is less than that sum.

(5) If a deficiency or surplus is calculated under section 9615(f) (relating to calculation of surplus or deficiency in disposition to person related to secured party), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices 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.

(b) Nonconsumer transactions; no inference.--The limitation of the rules in subsection (a) to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches. Cross References. Section 9626 is referred to in sections 9602, 9625 of this title.
13 Pa.C.S. § 9606 — PA Code / Title 13 / Chapter 96 / Section 9606
Time of default for agricultural lien.
Status: in_force

For purposes of this chapter, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.
13 Pa.C.S. § 9807 — PA Code / Title 13 / Chapter 98 / Section 9807
Amendment of pre-effective-date financing statement.
Status: in_force

(a) Definitions.--Refer to subsection (f).

(b) Applicable law.--After the 2013 Revision takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in this division as amended by the 2013 Revision. However, the effectiveness of a pre-effective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Method of amending: general rule.--Except as otherwise provided in subsection (d), if the law of this Commonwealth governs perfection of a security interest, the information in a pre-effective-date financing statement may be amended after the 2013 Revision takes effect only if:

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

(2) an amendment is filed in the office specified in section 9501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 9806(c) (relating to when initial financing statement suffices to continue effectiveness of financing statement); or

(3) an initial financing statement that provides the information as amended and satisfies section 9806(c) is filed in the office specified in section 9501.

(d) Method of amending: continuation.--If the law of this Commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement may be continued only under section 9805(c) and (e) (relating to effectiveness of action taken before effective date) or 9806.

(e) Method of amending: additional termination rule.--Whether or not the law of this Commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement filed in this Commonwealth may be terminated after the 2013 Revision takes effect by filing a termination statement in the office in which the pre-effective-date financing statement is filed, unless an initial financing statement that satisfies section 9806(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in this division as amended by the 2013 Revision as the office in which to file a financing statement.

(f) Definition.--As used in this section, the term "pre-effective-date financing statement" means a financing statement filed before the 2013 Revision takes effect.
13 Pa.C.S. § 9110 — PA Code / Title 13 / Chapter 91 / Section 9110
Security interests arising under Division 2 or 2A.
Status: in_force

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) is subject to this division. However, until the debtor obtains possession of the goods:

(1) the security interest is enforceable, even if section 9203(b)(3) (relating to enforceability) has not been satisfied;

(2) filing is not required to perfect the security interest;

(3) the rights of the secured party after default by the debtor are governed by Division 2 (relating to sales) or 2A (relating to leases); and

(4) the security interest has priority over a conflicting security interest created by the debtor. Cross References. Section 9110 is referred to in sections 9109, 9203, 9322 of this title.
13 Pa.C.S. § 7501 — PA Code / Title 13 / Chapter 75 / Section 7501
Form of negotiation and requirements of due negotiation.
Status: in_force

(a) Tangible documents.--The following rules apply to a negotiable tangible document of title:

(1) If the document's original terms run to the order of a named person, the document is negotiated by the named person's indorsement and delivery. After the named person's indorsement in blank or to bearer, any person may negotiate the document by delivery alone.

(2) If the document's original terms run to the bearer, it is negotiated by delivery alone.

(3) If the document's original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.

(4) Negotiation of the document after it has been indorsed to a named person requires indorsement by the named person as well as delivery.

(5) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.

(b) Electronic documents.--The following rules apply to a negotiable electronic document of title:

(1) If the document's original terms run to the order of a named person or to the bearer, the document is negotiated by delivery of the document to another person. Indorsement by the named person is not required to negotiate the document.

(2) If the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.

(3) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.

(c) Nonnegotiable documents.--Indorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee's rights.

(d) Notice of interest.--The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.
13 Pa.C.S. § 3113 — PA Code / Title 13 / Chapter 31 / Section 3113
Date of instrument.
Status: in_force

(a) Dated instrument.--An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 4401(c) (relating to when bank may charge account of customer), an instrument payable on demand is not payable before the date of the instrument.

(b) Undated instrument.--If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
13 Pa.C.S. § 7505 — PA Code / Title 13 / Chapter 75 / Section 7505
Indorser not guarantor for other parties.
Status: in_force

The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.
13 Pa.C.S. § 9209 — PA Code / Title 13 / Chapter 92 / Section 9209
Duties of secured party if account debtor has been notified of assignment.
Status: in_force

(a) Applicability of section.--Except as otherwise provided in subsection (c), this section applies if:

(1) there is no outstanding secured obligation; and

(2) the secured party is not committed to make advances, incur obligations or otherwise give value.

(b) Duties of secured party after receiving demand from debtor.--Within ten days after receiving a signed demand by the debtor, a secured party shall send to an account debtor that has received notification under section 9406(a) (relating to discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective) or 12106(a) (relating to discharge of account debtor on controllable account or controllable payment intangible) of an assignment to the secured party as assignee a signed record which releases the account debtor from any further obligation to the secured party.

(c) Inapplicability to sales.--This section does not apply to an assignment constituting the sale of an account, chattel paper or payment intangible. (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 9209 is referred to in section 9625 of this title.
13 Pa.C.S. § 2725 — PA Code / Title 13 / Chapter 27 / Section 2725
Statute of limitations in contracts for sale.
Status: in_force

(a) General rule.--An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

(b) Accrual of cause of action.--A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance

the cause of action accrues when the breach is or should have been discovered.

(c) New action after termination of another.--Where an action commenced within the time limited by subsection (a) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(d) Laws and actions unaffected by section.--This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this title becomes effective. Cross References. Section 2725 is referred to in section 5525 of Title 42 (Judiciary and Judicial Procedure). DIVISION 2A LEASES Chapter 2A1. General Provisions 2A2. Formation and Construction of Lease Contract 2A3. Effect of Lease Contract 2A4. Performance of Lease Contract: Repudiated, Substituted and Excused 2A5. Default Enactment. Division 2A was added July 9, 1992, P.L.507, No.97, effective in one year.
13 Pa.C.S. § 2A213 — PA Code / Title 13 / Chapter 2 / Section 2A213
Implied warranty of fitness for particular purpose.
Status: in_force

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.
13 Pa.C.S. § 4A204 — PA Code / Title 13 / Chapter 4 / Section 4A204
Refund of payment and duty of customer to report with respect to unauthorized payment order.
Status: in_force

(a) General rule.--If a receiving bank accepts a payment order issued in the name of its customer as sender which is not authorized and not effective as the order of the customer under section 4A202 (relating to authorized and verified payment orders) or not enforceable, in whole or in part, against the customer under section 4A203 (relating to unenforceability of certain verified payment orders), the bank shall refund any payment of the payment order received from the customer to the extent the bank is not entitled to enforce payment and shall pay interest on the refundable amount calculated from the date the bank received payment to the date of the refund. However, the customer is not entitled to interest from the bank on the amount to be refunded if the customer fails to exercise ordinary care to determine that the order was not authorized by the customer and to notify the bank of the relevant facts within a reasonable time, not exceeding 90 days, after the date the customer received notification from the bank that the order was accepted or that the customer's account was debited with respect to the order. The bank is not entitled to any recovery from the customer on account of a failure by the customer to give notification as stated in this section.

(b) Reasonable time.--Reasonable time under subsection (a) may be fixed by agreement as stated in section 1205(a) (relating to reasonable time; seasonableness), but the obligation of a

receiving bank to refund payment as stated in subsection (a) may not otherwise be varied by agreement. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (b). Cross References. Section 4A204 is referred to in section 4A402 of this title.
13 Pa.C.S. § 8104 — PA Code / Title 13 / Chapter 81 / Section 8104
Acquisition of security or financial asset or interest therein.
Status: in_force

(a) Acquisition of security or interest therein.--A person acquires a security or an interest therein under this division if:

(1) the person is a purchaser to whom a security is delivered pursuant to section 8301 (relating to delivery); or

(2) the person acquires a security entitlement to the security pursuant to section 8501 (relating to securities account; acquisition of security entitlement from securities intermediary).

(b) Acquisition of financial asset or interest therein.--A person acquires a financial asset, other than a security, or an interest therein under this division if the person acquires a security entitlement to the financial asset.

(c) Acquisition of security entitlement.--A person who acquires a security entitlement to a security or other financial asset has the rights specified in Chapter 85 (relating to security entitlements) but is a purchaser of any security, security entitlement or other financial asset held by the securities intermediary only to the extent provided in section 8503 (relating to property interest of entitlement holder in financial asset held by securities intermediary).

(d) Satisfaction of possession requirement.--Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule or agreement to transfer, deliver, present, surrender, exchange or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (a) or (b).
13 Pa.C.S. § 8109 — PA Code / Title 13 / Chapter 81 / Section 8109
Warranties in indirect holding.
Status: in_force

(a) Warranties of person originating entitlement order to securities intermediary.--A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:

(1) the entitlement order is made by an appropriate person or, if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(2) there is no adverse claim to the security entitlement.

(b) Warranties of person delivering security certificate or originating instruction.--A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in section 8108(a) or (b) (relating to warranties in direct holding).

(c) Warranties of securities intermediary.--If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in section 8108(a) or (b).
13 Pa.C.S. § 1104 — PA Code / Title 13 / Chapter 11 / Section 1104
Construction against implied repeal.
Status: in_force

This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
13 Pa.C.S. § 2A528 — PA Code / Title 13 / Chapter 2 / Section 2A528
Lessor's damages for nonacceptance, failure to pay, repudiation or other default.
Status: in_force

(a) General rule.--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 2A523), if a lessor elects to retain the goods or a lessor elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment under section 2A527(b) (relating to lessor's rights to dispose of goods), or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the type described in section 2A523(a) or

(c)(1) (relating to lessor's remedies) or, if agreed, for other default of the lessee:

(1) accrued and unpaid rent as of the date of default if the lessee has never taken possession of the goods or, if the lessee has taken possession of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the goods to the lessor;

(2) the present value as of the date determined under paragraph (1) 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 market rent at the place where the goods are located computed for the same lease term; 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.

(b) Exception.--If the measure of damages provided in subsection (a) is inadequate to put a lessor in as good a position as performance would have, the measure of damages is

the present value of the profit, including reasonable overhead, the lessor would have made from full performance by the lessee, together with any incidental damages allowed under section 2A530, due allowance for costs reasonably incurred and due credit for payments or proceeds of disposition. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days) 2008 Amendment. Act 13 amended subsec. (a) intro. par. Cross References. Section 2A528 is referred to in sections 2A507, 2A523, 2A527, 2A529 of this title.
13 Pa.C.S. § 7401 — PA Code / Title 13 / Chapter 74 / Section 7401
Irregularities in issue of receipt or bill or conduct of issuer.
Status: in_force

The obligations imposed by this division on an issuer apply to a document of title even if:

(1) the document does not comply with the requirements of this division or of any other statute, rule or regulation regarding its issuance, form or content;

(2) the issuer violated laws regulating the conduct of its business;

(3) the goods covered by the document were owned by the bailee when the document was issued; or

(4) the person issuing the document is not a warehouse, but the document purports to be a warehouse receipt.
13 Pa.C.S. § 9204 — PA Code / Title 13 / Chapter 92 / Section 9204
After-acquired property; future advances.
Status: in_force

(a) After-acquired collateral.--Except as otherwise provided in subsection (b), a security agreement may create or provide for a security interest in after-acquired collateral.

(b) When after-acquired property clause not effective.--Subject to subsection (b.1), a security interest does not attach under a term constituting an after-acquired property clause to:

(1) consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or

(2) a commercial tort claim.

(b.1) Limitation.--Subsection (b) does not prevent a security interest from attaching:

(1) to consumer goods as proceeds under section 9315(a) (relating to secured party's rights on disposition of collateral and in proceeds) or commingled goods under section 9336(c) (relating to commingled goods);

(2) to a commercial tort claim as proceeds under section 9315(a); or

(3) under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.

(c) Future advances and other value.--A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b) and added subsec. (b.1). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
13 Pa.C.S. § 2722 — PA Code / Title 13 / Chapter 27 / Section 2722
Who can sue third parties for injury to goods.
Status: in_force

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:

(1) A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract.

(3) Either party may with the consent of the other sue for the benefit of whom it may concern.
13 Pa.C.S. § 2603 — PA Code / Title 13 / Chapter 26 / Section 2603
Duties of merchant buyer as to rightfully rejected goods.
Status: in_force

(a) General rule.--Subject to any security interest in the buyer (section 2711(c)), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the account of the seller if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(b) Reimbursement for expenses and commission.--When the buyer sells goods under subsection (a), he is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding 10% on the gross proceeds.

(c) Good faith conduct.--In complying with this section the buyer is held only to good faith and good faith conduct under this section is neither acceptance nor conversion nor the basis of an action for damages. Cross References. Section 2603 is referred to in sections 2602, 2604 of this title.
13 Pa.C.S. § 9319 — PA Code / Title 13 / Chapter 93 / Section 9319
Rights and title of consignee with respect to creditors and purchasers.
Status: in_force

(a) Consignee has consignor's rights.--Except as otherwise provided in subsection (b), for purposes of determining the rights of creditors of and purchasers for value of goods from a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

(b) Applicability of other law.--For purposes of determining the rights of a creditor of a consignee, law other than this division determines the rights and title of a consignee while goods are in the consignee's possession if, under this chapter, a perfected security interest held by the consignor would have priority over the rights of the creditor.
13 Pa.C.S. § 9609 — PA Code / Title 13 / Chapter 96 / Section 9609
Secured party's right to take possession after default.
Status: in_force

(a) Possession; rendering equipment unusable; disposition on debtor's premises.--After default, a secured party:

(1) may take possession of the collateral; and

(2) without removal, may render equipment unusable and dispose of collateral on a debtor's premises under section 9610 (relating to disposition of collateral after default).

(b) Judicial and nonjudicial process.--A secured party may proceed under subsection (a):

(1) pursuant to judicial process; or

(2) without judicial process if it proceeds without breach of the peace.

(c) Assembly of collateral.--If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties. Cross References. Section 9609 is referred to in sections 9102, 9602, 9603 of this title.
13 Pa.C.S. § 2710 — PA Code / Title 13 / Chapter 27 / Section 2710
Incidental damages of seller.
Status: in_force

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the breach by the buyer, in connection with return or resale of the goods or otherwise resulting from the breach. Cross References. Section 2710 is referred to in sections 2706, 2707, 2708, 2709 of this title.
13 Pa.C.S. § 9301 — PA Code / Title 13 / Chapter 93 / Section 9301
Law governing perfection and priority of security interests.
Status: in_force

(a) General rule; location of debtor.--Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in collateral.

(b) Possessory security interests; location of collateral.--While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a possessory security interest in that collateral.

(c) Fixture filings, timber to be cut, priority of nonpossessory tangible personal property security interests; location of collateral.--Except as otherwise provided in subsection (d), while collateral is located in a jurisdiction, the local law of that jurisdiction governs:

(1) perfection of a security interest in goods by filing a fixture filing;

(2) perfection of a security interest in timber to be cut; and

(3) the effect of perfection or nonperfection and the priority of a nonpossessory security interest in tangible negotiable documents, goods, instruments or money.

(d) As-extracted collateral; location of wellhead or minehead.--The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection and the priority of a security interest in as-extracted collateral.

(e) Other exceptions.--The rules of this section are subject to:

(1) Section 9303 (relating to law governing perfection and priority of security interests in goods covered by certificate of title).

(2) Section 9304 (relating to law governing perfection and priority of security interests in deposit accounts).

(3) Section 9305 (relating to law governing perfection and priority of security interests in investment property).

(4) Section 9306.1 (relating to law governing perfection and priority of security interests in chattel paper). (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (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 9301 is referred to in section 9316 of this title.
13 Pa.C.S. § 9510 — PA Code / Title 13 / Chapter 95 / Section 9510
Effectiveness of filed record.
Status: in_force

(a) Filed record effective if authorized.--A filed record is effective only to the extent that it was filed by a person that may file it under section 9509 (relating to persons entitled to file a record).

(b) Authorization by one secured party of record.--A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.

(c) Continuation statement not timely filed.--A continuation statement which is not filed within the six-month period prescribed by section 9515(d) (relating to when continuation statement may be filed) is ineffective. Cross References. Section 9510 is referred to in sections 9513, 9515 of this title.
13 Pa.C.S. § 7102 — PA Code / Title 13 / Chapter 71 / Section 7102
Definitions and index of definitions.
Status: in_force

(a) Division 7 definitions.--The following words and phrases when used in this division shall have, unless the context

clearly indicates otherwise, the meanings given to them in this subsection:

"Bailee." A person that by a warehouse receipt, bill of lading or other document of title acknowledges possession of goods and contracts to deliver them.

"Carrier." A person that issues a bill of lading.

"Consignee." A person named in a bill of lading to which or to whose order the bill promises delivery.

"Consignor." A person named in a bill of lading as the person from which the goods have been received for shipment.

"Delivery order." A record that contains an order to deliver goods directed to a warehouse, carrier or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

"Goods." All things that are treated as movable for the purposes of a contract for storage or transportation.

"Issuer." A bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents even if the issuer did not receive any goods, the goods were misdescribed or in any other respect the agent or employee violated the issuer's instructions.

"Person entitled under the document." The holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of or pursuant to instructions in a record under a nonnegotiable document of title.

"Shipper." A person that enters into a contract of transportation with a carrier.

"Sign." (Deleted by amendment).

"Warehouse." A person engaged in the business of storing goods for hire.

(b) Definitions in other divisions.--Definitions in other divisions applying to this division and the sections in which they appear are:

(1)

"Contract for sale." Section 2106 (relating to definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction").

(2)

"Lessee in ordinary course of business." Section 2A103 (relating to definitions and index of definitions).

(3)

"Receipt." Section 2103 (relating to definitions and index of definitions).

(c) Division 1 definitions and principles.--In addition, Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b)(1) and deleted the def. of "sign" in 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 7102 is referred to in sections 2103, 9102 of this title.
13 Pa.C.S. § 9333 — PA Code / Title 13 / Chapter 93 / Section 9333
Priority of certain liens arising by operation of law.
Status: in_force

(a) Possessory lien.--As used in this section, the term "possessory lien" means an interest, other than a security interest or an agricultural lien:

(1) which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person's business;

(2) which is created by statute or rule of law in favor of the person; and

(3) whose effectiveness depends on the person's possession of the goods.

(b) Priority of possessory lien.--A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute which expressly provides otherwise. Cross References. Section 9333 is referred to in section 9109 of this title.
13 Pa.C.S. § 91136 — PA Code / Title 13 / Chapter 911 / Section 91136
Priority of claims when priority rules of Division 9 do not apply.
Status: in_force

(a) Determination of priority.--Subject to subsections (b) and (c), Division 12 (relating to controllable electronic records) determines the priority of conflicting claims to Division 12 property when the priority rules of Division 9 (relating to secured transactions) as amended by the act adding this chapter do not apply.

(b) Established priorities.--Subject to subsection (c), when the priority rules of Division 9 as amended by the act adding this chapter do not apply and the priorities of claims to Division 12 property were established before the effective

date of this section, law other than Division 12 determines priority.

(c) Determination of certain priorities on adjustment date.--When the priority rules of Division 9 as amended by the act adding this chapter do not apply, to the extent the priorities determined by the act adding this chapter modify the priorities established before the effective date of this section, the priorities of claims to Division 12 property established before the effective date of this section cease to apply on the adjustment date. Cross References. Section 91136 is referred to in section 91131 of this title. APPENDIX TO TITLE 13 COMMERCIAL CODE ------- Supplementary Provisions of Amendatory Statutes ------- 1979, NOVEMBER 1, P.L.255, NO.86 § 7. Legislative intent. In enacting this act, it is the intent of the General Assembly to transfer the former provisions of the act of April 6, 1953 (P.L.3, No.1), known as the "Uniform Commercial Code," reenacted, amended and revised October 2, 1959 (P.L.1023, No.426), to Title 13 of the Pennsylvania Consolidated Statutes (relating to commercial code) without effecting a change in substantive law and the act shall be interpreted and construed to effectuate this intent.
13 Pa.C.S. § 9622 — PA Code / Title 13 / Chapter 96 / Section 9622
Effect of acceptance of collateral.
Status: in_force

(a) Effect of acceptance.--A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures:

(1) discharges the obligation to the extent consented to by the debtor;

(2) transfers to the secured party all of a debtor's rights in the collateral;

(3) discharges the security interest or agricultural lien which is the subject of the debtor's consent and any subordinate security interest or other subordinate lien; and

(4) terminates any other subordinate interest.

(b) Discharge of subordinate interest notwithstanding noncompliance.--A subordinate interest is discharged or terminated under subsection (a) even if the secured party fails to comply with this division. Cross References. Section 9622 is referred to in sections 9102, 9602, 9623 of this title.
13 Pa.C.S. § 4A302 — PA Code / Title 13 / Chapter 4 / Section 4A302
Obligations of receiving bank in execution of payment order.
Status: in_force

(a) General rule.--Except as provided in subsections (b),

(c) and (d), if the receiving bank accepts a payment order pursuant to section 4A209(a) (relating to acceptance of payment order), the bank has the following obligations in executing the order:

(1) The receiving bank is obliged to issue, on the execution date, a payment order complying with the sender's order and to follow the sender's instructions concerning:

(i) any intermediary bank or funds-transfer system to be used in carrying out the funds transfer; or

(ii) the means by which payment orders are to be transmitted in the funds transfer. If the originator's bank issues a payment order to an intermediary bank, the originator's bank is obliged to instruct the intermediary bank according to the instruction of the originator. An intermediary bank in the funds transfer is similarly bound by an instruction given to it by the sender of the payment order it accepts.

(2) If the sender's instruction states that the funds transfer is to be carried out telephonically or by wire transfer or otherwise indicates that the funds transfer is to be carried out by the most expeditious means, the receiving bank is obliged to transmit its payment order by the most expeditious available means and to instruct any intermediary bank accordingly. If a sender's instruction states a payment date, the receiving bank is obliged to transmit its payment order at a time and by means reasonably necessary to allow payment to the beneficiary on the payment date or as soon thereafter as is feasible.

(b) Discretion of receiving bank.--Unless otherwise instructed, a receiving bank executing a payment order may:

(1) use any funds-transfer system if use of that system is reasonable in the circumstances; and

(2) issue a payment order to the beneficiary's bank or to an intermediary bank through which a payment order conforming to the sender's order can expeditiously be issued to the beneficiary's bank if the receiving bank exercises ordinary care in the selection of the intermediary bank.

A receiving bank is not required to follow an instruction of the sender designating a funds-transfer system to be used in carrying out the funds transfer if the receiving bank, in good faith, determines that it is not feasible to follow the instruction or that following the instruction would unduly delay completion of the funds transfer.

(c) Manner by which receiving bank may execute payment order in certain circumstances.--Unless subsection (a)(2) applies or the receiving bank is otherwise instructed, the bank may execute a payment order by transmitting its payment order by first class mail or by any means reasonable in the circumstances. If the receiving bank is instructed to execute the sender's order by transmitting its payment order by a particular means, the receiving bank may issue its payment order by the means stated or by any means as expeditious as the means stated.

(d) Certain prohibited acts of receiving bank.--Unless instructed by the sender, the receiving bank:

(1) may not obtain payment of its charges for services and expenses in connection with the execution of the sender's order by issuing a payment order in an amount equal to the amount of the sender's order less the amount of the charges; and

(2) may not instruct a subsequent receiving bank to obtain payment of its charges in the same manner. Cross References. Section 4A302 is referred to in sections 4A208, 4A305, 4A402 of this title.
13 Pa.C.S. § 3414 — PA Code / Title 13 / Chapter 34 / Section 3414
Obligation of drawer.
Status: in_force

(a) Scope of section.--This section does not apply to cashier's checks or other drafts drawn on the drawer.

(b) Obligation of drawer if unaccepted draft is dishonored.--If an unaccepted draft is dishonored, the drawer is obliged to pay the draft:

(1) according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder; or

(2) if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 3115 (relating to incomplete instrument) and 3407 (relating to alteration). The obligation is owed to a person entitled to enforce the draft or to an indorser who paid the draft under section 3415 (relating to obligation of indorser).

(c) Draft accepted by bank.--If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.

(d) Draft accepted by drawer other than bank.--If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the

acceptor is the same as the obligation of an indorser under section 3415(a) and (c).

(e) Disclaimer of liability.--If a draft states that it is drawn "without recourse" or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable under subsection (b) to pay the draft if the draft is not a check. A disclaimer of the liability stated in subsection (b) is not effective if the draft is a check.

(f) Certain protections.--If:

(1) a check is not presented for payment or given to a depositary bank for collection within 30 days after its date;

(2) the drawee suspends payments after expiration of the 30-day period without paying the check; and

(3) because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check; the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds. Cross References. Section 3414 is referred to in sections 3413, 3503, 3605, 5108 of this title.
13 Pa.C.S. § 9501 — PA Code / Title 13 / Chapter 95 / Section 9501
Filing office.
Status: in_force

(a) Filing offices.--Except as otherwise provided in subsection (b), if the local law of this Commonwealth governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is one of the following:

(1) The office designated for the filing or recording of a record of a mortgage on the related real property if:

(i) the collateral is as-extracted collateral or timber to be cut; or

(ii) the financing statement is filed as a fixture filing and the collateral is goods which are or are to become fixtures.

(2) The office of the Secretary of the Commonwealth in all other cases, including a case in which the collateral is goods which are or are to become fixtures and the financing statement is not filed as a fixture filing.

(b) Filing office for transmitting utilities.--The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the Secretary of the Commonwealth. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures. Cross References. Section 9501 is referred to in sections 9102, 9109, 9502, 9512, 9516, 9519, 9520, 9523, 9525, 9706, 9707, 9806, 9807 of this title.
13 Pa.C.S. § 9315 — PA Code / Title 13 / Chapter 93 / Section 9315
Secured party's rights on disposition of collateral and in proceeds.
Status: in_force

(a) Disposition of collateral: continuation of security interest or agricultural lien; proceeds.--Except as otherwise provided in this division and in section 2403(b) (relating to transfer by merchant entrusted with possession of goods):

(1) a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange or other disposition thereof unless the secured party

authorized the disposition free of the security interest or agricultural lien; and

(2) a security interest attaches to any identifiable proceeds of collateral.

(b) When commingled proceeds identifiable.--Proceeds which are commingled with other property are identifiable proceeds:

(1) if the proceeds are goods, to the extent provided by section 9336 (relating to commingled goods); and

(2) if the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this division with respect to commingled property of the type involved.

(c) Perfection of security interest in proceeds.--A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.

(d) Continuation of perfection.--A perfected security interest in proceeds becomes unperfected on the 21st day after the security interest attaches to the proceeds unless one of the following paragraphs applies:

(1) The conditions set forth in all of the following subparagraphs are satisfied:

(i) A filed financing statement covers the original collateral.

(ii) The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed.

(iii) The proceeds are not acquired with cash proceeds.

(2) The proceeds are identifiable cash proceeds.

(3) The security interest in the proceeds is perfected other than under subsection (c) when the security interest attaches to the proceeds or within 20 days thereafter.

(e) When perfected security interest in proceeds becomes unperfected.--If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subsection (d)(1) becomes unperfected at the later of:

(1) when the effectiveness of the filed financing statement lapses under section 9515 (relating to duration and effectiveness of financing statement; effect of lapsed financing statement) or is terminated under section 9513 (relating to termination statement); or

(2) the 21st day after the security interest attaches to the proceeds. Cross References. Section 9315 is referred to in sections 9109, 9203, 9204, 9308, 9310, 9312, 9509, 9607 of this title; section 5323 of Title 30 (Fish); sections 1137, 7712.8 of Title 75 (Vehicles).
13 Pa.C.S. § 8210 — PA Code / Title 13 / Chapter 82 / Section 8210
Overissue.
Status: in_force

(a) Definition of "overissue".--In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.

(b) Application of certain provisions limited in cases of overissue.--Except as otherwise provided in subsections (c) and

(d), the provisions of this division which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.

(c) Purchase may be compelled.--If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.

(d) Recovery of price paid plus interest.--If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.

Cross References. Section 8210 is referred to in sections 8102, 8404, 8405 of this title.