S.C. Code Ann. § 36-7-302 — SC Code / Title 36 / Chapter 7 / Section 36-7-302
SECTION 36-7-302. Through bills of lading and similar documents.
Status: in_force

(a) The issuer of a through bill of lading or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier is liable to anyone entitled to recover on the bill or other document for any breach by the other person or by the performing carrier of its obligation under the bill or other document. However, to the extent that the bill covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other party or the performing carrier may be varied by agreement of the parties. (b) If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person's obligation is discharged by delivery of the goods to another person pursuant to the bill or other document, and does not include liability for breach by any other persons or by the issuer. (c) The issuer of a through bill of lading or other document of title described in subsection (a) is entitled to recover from the performing carrier or other person in possession of the goods when the breach of the obligation under the bill or other document occurred: (1) the amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment, or transcript of judgment; and (2) the amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach. OFFICIAL COMMENT Prior Uniform Statutory Provision: Former Section 7-302. Changes: To conform to current terminology and for style. Purposes: 1. This section continues the rules from former Section 7-302 without substantive change. The term "performing carrier" is substituted for the term "connecting carrier" to conform the terminology of this section with terminology used in recent UNCITRAL and OAS proposals concerning transportation and through bills of lading. This change in terminology is not substantive. This section is compatible with liability on carriers under federal law. See 49 U.S.C. SECTIONS 11706, 14706 and 15906. The purpose of this section is to subject the initial carrier under a through bill to suit for breach of the contract of carriage by any performing carrier and to make it clear that any such performing carrier holds the goods on terms which are defined by the document of title even though such performing carrier did not issue the document. Since the performing carrier does hold the goods on the terms of the document, it must honor a proper demand for delivery or a diversion order just as the original bailee would have to. Similarly it has the benefits of the excuses for non-delivery and limitations of liability provided for the original bailee who issued the bill. Unlike the original bailee-issuer, the performing carrier's responsibility is limited to the period while the goods are in its possession. The section does not impose any obligation to issue through bills. 2. The reference to documents other than through bills looks to the possibility that multi-purpose documents may come into use, e.g., combination warehouse receipts and bills of lading. As electronic documents of title come into common usage, storage documents (e.g. warehouse receipts) and transportation documents (e.g. bills of lading) may merge seamlessly into one electronic document that can serve both the storage and transportation segments of the movement of goods. 3. Under subsection (a) the issuer of a through bill of lading may become liable for the fault of another person. Subsection (c) gives the issuer appropriate rights of recourse. 4. Despite the broad language of subsection (a), Section 7-302 is subject to preemption by federal laws and treaties. Section 7-103. The precise scope of federal preemption in the transportation sector is a question determined under federal law. Cross reference: Section 7-103 Definitional Cross References: "Agreement". Section 1-201. "Bailee". Section 7-102. "Bill of lading". Section 1-201. "Delivery". Section 1-201. "Document of title". Section 1-201. "Goods". Section 7-102. "Issuer". Section 7-102. "Party". Section 1-201. "Person". Section 1-201. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-9-406 — SC Code / Title 36 / Chapter 9 / Section 36-9-406
SECTION 36-9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
Status: in_force

(a) Subject to subsections (b) through (i), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor. (b) Subject to subsection (h), notification is ineffective under subsection (a): (1) if it does not reasonably identify the rights assigned; (2) to the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than this chapter; or (3) at the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if: (A) only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee; (B) a portion has been assigned to another assignee; or (C) the account debtor knows that the assignment to that assignee is limited. (c) Subject to subsection (h), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a). (d) Except as otherwise provided in subsection (e) and Sections 36-2A-303 and 36-9-407, and subject to subsection (h), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it: (1) prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note; or (2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note. (e) Subsection (d) does not apply to the sale of a payment intangible or promissory note, other than a sale under a disposition pursuant to Section 36-9-610 or an acceptance of collateral pursuant to Section 36-9-620. (f) Except as otherwise provided in Sections 36-2A-303 and 36-9-407 and subject to subsections (h) and (i), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation: (1) prohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in the account or chattel paper; or (2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper. (g) Subject to subsection (h), an account debtor may not waive or vary its option under subsection (b)(3). (h) This section is subject to law other than this chapter which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes. (i) This section does not apply to an assignment of a health care insurance receivable. (j) Subsection (d) does not apply to the assignment, transfer, or creation of a security interest in a: (1) claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. Section 104(a)(1) or (2), as amended; or (2) claim or right to receive benefits under a special needs trust as described in 42 U.S.C. Section 1396p(d)(4), as amended. Effect of Amendment The 2013 amendment in subsection (e), added ", other than a sale under a disposition pursuant to Section 36-9-610 or an acceptance of collateral pursuant to Section 36-9-620"; and made other nonsubstantive changes.
S.C. Code Ann. § 36-2-610 — SC Code / Title 36 / Chapter 2 / Section 36-2-610
SECTION 36-2-610. Anticipatory repudiation.
Status: in_force

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (a) for a commercially reasonable time await performance by the repudiating party; or (b) resort to any remedy for breach (SECTION 36-2-703 or SECTION 36-2-711), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and (c) in either case suspend his own performance or proceed in accordance with the provisions of this chapter on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (SECTION 36-2-704).
S.C. Code Ann. § 36-9-403 — SC Code / Title 36 / Chapter 9 / Section 36-9-403
SECTION 36-9-403. Agreement not to assert defenses against assignee.
Status: in_force

(a) In this section, "value" has the meaning provided in Section 36-3-303. (b) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment: (1) for value; (2) in good faith; (3) without notice of a claim of a property or possessory right to the property assigned; and (4) without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under Section 36-3-305(2). (c) Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under Section 36-3-305(2)(a)-(e). (d) In a consumer transaction, if a record evidences the account debtor's obligation, law other than this chapter requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement: (1) the record has the same effect as if the record included such a statement; and (2) the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement. (e) This section is subject to law other than this chapter which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes. (f) Except as otherwise provided in subsection (d), this section does not displace law other than this chapter which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.
S.C. Code Ann. § 36-9-317 — SC Code / Title 36 / Chapter 9 / Section 36-9-317
SECTION 36-9-317. Interests that take priority over or take free of security interest or agricultural lien.
Status: in_force

(a) A security interest or agricultural lien is subordinate to the rights of: (1) a person entitled to priority under Section 36-9-322; and (2) except as otherwise provided in subsection (e), a person that becomes a lien creditor before the earlier of the time: (A) the security interest or agricultural lien is perfected; or (B) one of the conditions specified in Section 36-9-203(b)(3) is met and a financing statement covering the collateral is filed. (b) Except as otherwise provided in subsection (e), a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected. (c) Except as otherwise provided in subsection (e), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected. (d) A licensee of a general intangible or a buyer, other than a secured party, of accounts, electronic chattel paper, electronic documents, general intangibles, or investment property other than a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected. (e) Except as otherwise provided in Sections 36-9-320 and 36-9-321, if a person files a financing statement with respect to a purchase-money security interest before or within twenty days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment The 2013 amendment, in subsection (b), substituted "certificated security" for "security certificate"; and in subsection (d), substituted "of collateral other than tangible chattel paper, tangible documents, goods, instruments, or" for "accounts, electronic chattel paper, general intangibles, or investment property other than". 2014 Act No. 213, SECTION 43, in subsection (b), inserted "tangible" before "documents";reenacted subsection (c) with no apparent change; and in subsection (d), substituted "of accounts, electronic chattel paper, electronic documents, general intangibles, or investment property other than" for "of collateral other than tangible chattel paper, tangible documents, goods, instruments, or".
S.C. Code Ann. § 36-3-112 — SC Code / Title 36 / Chapter 3 / Section 36-3-112
SECTION 36-3-112. Interest.
Status: in_force

(a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) interest on an interest-bearing instrument is payable from the date of the instrument. (b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
S.C. Code Ann. § 36-3-402 — SC Code / Title 36 / Chapter 3 / Section 36-3-402
SECTION 36-3-402. Signature by representative.
Status: in_force

(a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the "authorized signature of the represented person" and the represented person is liable on the instrument, whether or not identified in the instrument. (b) If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply: (1) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument. (2) Subject to Subsection (c), if (i) the form of the signature does not show unambiguously that the signature is made in a representative capacity or (ii) the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument. (c) If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.
S.C. Code Ann. § 36-4-105 — SC Code / Title 36 / Chapter 4 / Section 36-4-105
SECTION 36-4-105. Definitions of types of banks.
Status: in_force

In this chapter: (1) "Bank" means a person engaged in the business of banking, including a savings bank, savings and loan association, credit union, or trust company; (2) "Depositary bank" means the first bank to take an item even though it is also the payor bank, unless the item is presented for immediate payment over the counter; (3) "Payor bank" means a bank that is the drawee of a draft; (4) "Intermediary bank" means a bank to which an item is transferred in course of collection except the depositary or payor bank; (5) "Collecting bank" means a bank handling an item for collection except the payor bank; (6) "Presenting bank" means a bank presenting an item except a payor bank.
S.C. Code Ann. § 36-11-106 — SC Code / Title 36 / Chapter 11 / Section 36-11-106
SECTION 36-11-106. Required refilings.
Status: repealed

(1) If a security interest is perfected or has priority when the 1988 UCC Amendments take effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under the 1988 UCC Amendments, the perfection and priority rights of the security interest continue until three years after the effective date of the 1988 UCC Amendments. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing. (2) If a security interest is perfected when the 1988 UCC Amendments take effect under a law other than the Uniform Commercial Code as enacted in South Carolina which requires no further filing, refiling, or recording to continue its perfection, perfection continues until and will lapse three years after the 1988 UCC Amendments take effect, unless a financing statement is filed as provided in subsection (4), or unless the security interest is perfected otherwise than by filing, or unless under subsection (3) of Section 36-9-302 the other law continues to govern filing. (3) If a security interest is perfected by a filing, refiling, or recording under a law repealed or modified by this Title 36 as amended by the 1988 UCC Amendments which required further filing, refiling, or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed or modified for further filing, refiling, or recording unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing. (4) A financing statement may be filed within six months before the perfection of a security interest would otherwise lapse. The financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement, or notice (however denominated in any statute or other law repealed or modified by this Title 36 as amended by the 1988 UCC Amendments), state the office where and the date when the last filing, refiling, or recording, if any, was made with respect thereto, and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement, or notice, however denominated, in another filing office under the 1966 UCC or under any statute or other law repealed or modified by this Title 36 as amended by the 1988 UCC Amendments is still effective. Sections 36-9-401 and 36-9-103 determine the proper place to file the financing statement. Except as specified in this subsection, the provisions of Section 36-9-403(3) for continuation statements apply to the financing statement.
S.C. Code Ann. § 36-2-703 — SC Code / Title 36 / Chapter 2 / Section 36-2-703
SECTION 36-2-703. Seller's remedies in general.
Status: in_force

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (SECTION 36-2-612), then also with respect to the whole undelivered balance, the aggrieved seller may (a) withhold delivery of such goods; (b) stop delivery by any bailee as hereafter provided (SECTION 36-2-705); (c) proceed under the next section (SECTION 36-2-704) respecting goods still unidentified to the contract; (d) resell and recover damages as hereafter provided (SECTION 36-2-706); (e) recover damages for nonacceptance (SECTION 36-2-708) or in a proper case the price (SECTION 36-2-709); (f) cancel.
S.C. Code Ann. § 36-9-806 — SC Code / Title 36 / Chapter 9 / Section 36-9-806
SECTION 36-9-806. Filing of initial financing statement; requirements.
Status: in_force

(a) The filing of an initial financing statement in the office specified in Section 36-9-501 continues the effectiveness of a financing statement filed before this act takes effect if: (1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this act; (2) the preeffective-date financing statement was filed in an office in another State; and (3) the initial financing statement satisfies subsection (c). (b) The filing of an initial financing statement under subsection (a) continues the effectiveness of the preeffective-date financing statement: (1) if the initial financing statement is filed before this act takes effect, for the period provided in former Section 36-9-515 with respect to an initial financing statement; and (2) if the initial financing statement is filed after this act takes effect, for the period provided in Section 36-9-515 as amended by this act with respect to an initial financing statement. (c) To be effective for purposes of subsection (a), an initial financing statement must: (1) satisfy the requirements of Part 5 as amended by this act for an initial financing statement; (2) identify the preeffective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and (3) indicate that the preeffective-date financing statement remains effective.
S.C. Code Ann. § 36-8-503 — SC Code / Title 36 / Chapter 8 / Section 36-8-503
SECTION 36-8-503. Property interest of entitlement holder in financial asset held by securities intermediary.
Status: in_force

(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section 36-8-511. (b) An entitlement holder's property interest with respect to a particular financial asset under subsection (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset. (c) An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under Sections 36-8-505 through 36-8-508. (d) An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against a purchaser of the financial asset or interest therein only if: (1) insolvency proceedings have been initiated by or against the securities intermediary; (2) the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset; (3) the securities intermediary violated its obligations under Section 36-8-504 by transferring the financial asset or interest therein to the purchaser; and (4) the purchaser is not protected under subsection (e). The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser. (e) An action based on the entitlement holder's property interest with respect to a particular financial asset under subsection (a), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under Section 36-8-504.
S.C. Code Ann. § 36-9-807 — SC Code / Title 36 / Chapter 9 / Section 36-9-807
SECTION 36-9-807. Pre-effective-date financing statement defined; addition or deletion of collateral; effect of pre-effective-date financing statement.
Status: in_force

(a) In this section, "preeffective-date financing statement" means a financing statement filed before this act takes effect. (b) After this act 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 preeffective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Chapter 9, Title 36, as amended by this act. However, the effectiveness of a preeffective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed. (c) Except as otherwise provided in subsection (d), if the law of this State governs perfection of a security interest, the information in a preeffective-date financing statement may be amended after this act takes effect only if: (1) the preeffective-date financing statement and an amendment are filed in the office specified in Section 36-9-501; (2) an amendment is filed in the office specified in Section 36-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies Section 36-9-806(c); or (3) an initial financing statement that provides the information as amended and satisfies Section 36-9-806(c) is filed in the office specified in Section 36-9-501. (d) If the law of this State governs perfection of a security interest, the effectiveness of a preeffective-date financing statement may be continued only under Section 36-9-805(c) and (e) or 36-9-806. (e) Whether or not the law of this State governs perfection of a security interest, the effectiveness of a preeffective-date financing statement filed in this State may be terminated after this act takes effect by filing a termination statement in the office in which the preeffective-date financing statement is filed, unless an initial financing statement that satisfies Section 36-9-806(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 as the office in which to file a financing statement.
S.C. Code Ann. § 36-1-201 — SC Code / Title 36 / Chapter 1 / Section 36-1-201
SECTION 36-1-201. General definitions.
Status: in_force

(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the Uniform Commercial Code that apply to particular chapters or parts thereof, have the meanings stated. (b) Subject to definitions contained in other chapters of this title that apply to particular chapters or parts thereof: (1) "Action", in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. (2) "Aggrieved party" means a party entitled to pursue a remedy. (3) "Agreement", as distinguished from "contract", means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 36-1-303. (4) "Bank" means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. (5) "Bearer" means a person in control of a negotiable electronic document of title or a person in possession of a negotiable instrument, a negotiable tangible document of title, or certificated security that is payable to bearer or indorsed in blank. (6) "Bill of lading" means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods. The term does not include a warehouse receipt. (7) "Branch" includes a separately incorporated foreign branch of a bank. (8) "Burden of establishing" a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence. (9) "Buyer in ordinary course of business" means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller's own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in the ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Chapter 2 may be a buyer in the ordinary course of business. "Buyer in ordinary course of business" does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt. (10) "Conspicuous", with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court. Conspicuous terms include the following: (A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and (B) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language. (11) "Consumer" means an individual who enters into a transaction primarily for personal, family, or household purposes. (12) "Contract", as distinguished from "agreement", means the total legal obligation that results from the parties' agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws. (13) "Creditor" includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's or assignor's estate. (14) "Defendant" includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. (15) "Delivery", with respect to an electronic document of title means voluntary transfer of control, and with respect to an instrument, a tangible document of title, or chattel paper means voluntary transfer of possession. (16) "Document of title" means a record (i) that in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold, and dispose of the record and the goods the record covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the bailee's possession that are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium. (17) "Fault" means a default, breach, or wrongful act or omission. (18) "Fungible goods" means: (A) goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or (B) goods that by agreement are treated as equivalent. (19) "Genuine" means free of forgery or counterfeiting. (20) "Good faith", except as otherwise provided in Chapter 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing. (21) "Holder" means: (A) the person in possession of a negotiable instrument that is payable either to bearer or an identified person that is the person in possession; (B) the person in possession of a negotiable tangible document of title if the goods are deliverable either to bearer or to the order of the person in possession; or (C) the person in control of a negotiable electronic document of title. (22) "Insolvency proceeding" includes an assignment for the benefit of creditors or other proceedings intended to liquidate or rehabilitate the estate of the person involved. (23) "Insolvent" means: (A) having generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute; (B) being unable to pay debts as they become due; or (C) being insolvent within the meaning of Federal Bankruptcy Law. (24) "Money" means a medium of exchange currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries. (25) "Organization" means a person other than an individual. (26) "Party", as distinguished from "third party", means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code. (27) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity. (28) "Present value" means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into. (29) "Purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift or any other voluntary transaction creating an interest in property. (30) "Purchaser" means a person that takes by purchase. (31) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (32) "Remedy" means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal. (33) "Representative" means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor or administrator of an estate. (34) "Right" includes remedy. (35) "Security interest" means an interest in personal property or fixtures, which secures payment or performance of an obligation. "Security interest" includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Chapter 9. "Security interest" does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under Section 36-2-401, but a buyer also may acquire a "security interest" by complying with Chapter 9. Except as otherwise provided in Section 36-2-505, the right of a seller or lessor of goods under Chapter 2 or 2A to retain or acquire possession of the goods is not a "security interest", but a seller or lessor also may acquire a "security interest" by complying with Chapter 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under Section 36-2-401 is limited in effect to a reservation of a "security interest". Whether a transaction in the form of a lease creates a "security interest" is determined pursuant to Section 36-1-203. (36) "Send" in connection with a writing, record, or notice means: (A) to deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and in the case of an instrument to an address specified thereon or otherwise agreed, or if there be none to any address reasonable under the circumstances; or (B) in any other way, to cause to be received any records or notice within the time it would have arrived if properly sent. (37) "Signed" includes using any symbol executed or adopted with present intention to adopt or accept a writing. (38) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (39) "Surety" includes a guarantor or other secondary obligor. (40) "Term" means a portion of an agreement that relates to a particular matter. (41) "Unauthorized signature" means a signature made without actual, implied or apparent authority. The term includes a forgery. (42) "Warehouse receipt" means a document of title issued by a person engaged in the business of storing goods for hire. (43) "Writing" includes printing, typewriting or any other intentional reduction to tangible form. "Written" has a corresponding meaning. OFFICIAL COMMENT Source: Former Section 1-201. Changes from former law: In order to make it clear that all definitions in the Uniform Commercial Code (not just those appearing in Article 1, as stated in former Section 1-201, but also those appearing in other Articles) do not apply if the context otherwise requires, a new subsection (a) to that effect has been added, and the definitions now appear in subsection (b). The reference in subsection (a) to the "context" is intended to refer to the context in which the defined term is used in the Uniform Commercial Code. In other words, the definition applies whenever the defined term is used unless the context in which the defined term is used in the statute indicates that the term was not used in its defined sense. Consider, for example, Sections 3-103(a)(9) (defining "promise," in relevant part, as "a written undertaking to pay money signed by the person undertaking to pay") and 3-303(a)(1) (indicating that an instrument is issued or transferred for value if "the instrument is issued or transferred for a promise of performance, to the extent that the promise has been performed.") It is clear from the statutory context of the use of the word "promise" in Section 3-303(a)(1) that the term was not used in the sense of its definition in Section 3-103(a)(9). Thus, the Section 3-103(a)(9) definition should not be used to give meaning to the word "promise" in Section 3-303(a). Some definitions in former Section 1-201 have been reformulated as substantive provisions and have been moved to other sections. See Sections 1-202 (explicating concepts of notice and knowledge formerly addressed in Sections 1-201(25)-(27)), 1-204 (determining when a person gives value for rights, replacing the definition of "value" in former Section 1-201(44)), and 1-206 (addressing the meaning of presumptions, replacing the definitions of "presumption" and "presumed" in former Section 1-201(31)). Similarly, the portion of the definition of "security interest" in former Section 1-201(37) which explained the difference between a security interest and a lease has been relocated to Section 1-203. Two definitions in former Section 1-201 have been deleted. The definition of "honor" in former Section 1-201(21) has been moved to Section 2-103(1)(b), inasmuch as the definition only applies to the use of the word in Article 2. The definition of "telegram" in former Section 1-201(41) has been deleted because that word no longer appears in the definition of "conspicuous." Other than minor stylistic changes and renumbering, the remaining definitions in this section are as in former Article 1 except as noted below. 1. "Action." Unchanged from former Section 1-201, which was derived from similar definitions in Section 191, Uniform Negotiable Instruments Law; Section 76, Uniform Sales Act; Section 58, Uniform Warehouse Receipts Act; Section 53, Uniform Bills of Lading Act. 2. "Aggrieved party." Unchanged from former Section 1-201. 3. "Agreement." Derived from former Section 1-201. As used in the Uniform Commercial Code the word is intended to include full recognition of usage of trade, course of dealing, course of performance and the surrounding circumstances as effective parts thereof, and of any agreement permitted under the provisions of the Uniform Commercial Code to displace a stated rule of law. Whether an agreement has legal consequences is determined by applicable provisions of the Uniform Commercial Code and, to the extent provided in Section 1-103, by the law of contracts. 4. "Bank." Derived from Section 4A-104. 5. "Bearer." Unchanged from former Section 1-201, which was derived from Section 191, Uniform Negotiable Instruments Law. 6. "Bill of Lading." Derived from former Section 1-201. The reference to, and definition of, an "airbill" has been deleted as no longer necessary. 7. "Branch." Unchanged from former Section 1-201. 8. "Burden of establishing a fact." Unchanged from former Section 1-201. 9. "Buyer in ordinary course of business." Except for minor stylistic changes, identical to former Section 1-201 (as amended in conjunction with the 1999 revisions to Article 9). The major significance of the phrase lies in Section 2-403 and in the Article on Secured Transactions (Article 9). The first sentence of paragraph (9) makes clear that a buyer from a pawnbroker cannot be a buyer in ordinary course of business. The second sentence explains what it means to buy "in the ordinary course." The penultimate sentence prevents a buyer that does not have the right to possession as against the seller from being a buyer in ordinary course of business. Concerning when a buyer obtains possessory rights, see Sections 2-502 and 2-716. However, the penultimate sentence is not intended to affect a buyer's status as a buyer in ordinary course of business in cases (such as a "drop shipment") involving delivery by the seller to a person buying from the buyer or a donee from the buyer. The requirement relates to whether as against the seller the buyer or one taking through the buyer has possessory rights. 10. "Conspicuous." Derived from former Section 1-201(10). This definition states the general standard that to be conspicuous a term ought to be noticed by a reasonable person. Whether a term is conspicuous is an issue for the court. Subparagraphs (A) and (B) set out several methods for making a term conspicuous. Requiring that a term be conspicuous blends a notice function (the term ought to be noticed) and a planning function (giving guidance to the party relying on the term regarding how that result can be achieved). Although these paragraphs indicate some of the methods for making a term attention-calling, the test is whether attention can reasonably be expected to be called to it. The statutory language should not be construed to permit a result that is inconsistent with that test. 11. "Consumer." Derived from Section 9-102(a)(25). 12. "Contract." Except for minor stylistic changes, identical to former Section 1-201. 13. "Creditor." Unchanged from former Section 1-201. 14. "Defendant." Except for minor stylistic changes, identical to former Section 1-201, which was derived from Section 76, Uniform Sales Act. 15. "Delivery." Derived from former Section 1-201. The reference to certificated securities has been deleted in light of the more specific treatment of the matter in Section 8-301. 16. "Document of title." Unchanged from former Section 1-201, which was derived from Section 76, Uniform Sales Act. By making it explicit that the obligation or designation of a third party as "bailee" is essential to a document of title, this definition clearly rejects any such result as obtained in Hixson v. Ward, 254 Ill.App. 505 (1929), which treated a conditional sales contract as a document of title. Also the definition is left open so that new types of documents may be included. It is unforeseeable what documents may one day serve the essential purpose now filled by warehouse receipts and bills of lading. Truck transport has already opened up problems which do not fit the patterns of practice resting upon the assumption that a draft can move through banking channels faster than the goods themselves can reach their destination. There lie ahead air transport and such probabilities as teletype transmission of what may some day be regarded commercially as "Documents of Title." The definition is stated in terms of the function of the documents with the intention that any document which gains commercial recognition as accomplishing the desired result shall be included within its scope. Fungible goods are adequately identified within the language of the definition by identification of the mass of which they are a part. Dock warrants were within the Sales Act definition of document of title apparently for the purpose of recognizing a valid tender by means of such paper. In current commercial practice a dock warrant or receipt is a kind of interim certificate issued by steamship companies upon delivery of the goods at the dock, entitling a designated person to have issued to him at the company's office a bill of lading. The receipt itself is invariably nonnegotiable in form although it may indicate that a negotiable bill is to be forthcoming. Such a document is not within the general compass of the definition, although trade usage may in some cases entitle such paper to be treated as a document of title. If the dock receipt actually represents a storage obligation undertaken by the shipping company, then it is a warehouse receipt within this section regardless of the name given to the instrument. The goods must be "described," but the description may be by marks or labels and may be qualified in such a way as to disclaim personal knowledge of the issuer regarding contents or condition. However, baggage and parcel checks and similar "tokens" of storage which identify stored goods only as those received in exchange for the token are not covered by this Article. The definition is broad enough to include an airway bill. 17. "Fault." Derived from former Section 1-201. "Default" has been added to the list of events constituting fault. 18. "Fungible goods." Derived from former Section 1-201. References to securities have been deleted because Article 8 no longer uses the term "fungible" to describe securities. Accordingly, this provision now defines the concept only in the context of goods. 19. "Genuine." Unchanged from former Section 1-201. 20. "Good faith." Former Section 1-201(19) defined "good faith" simply as honesty in fact; the definition contained no element of commercial reasonableness. Initially, that definition applied throughout the Code with only one exception. Former Section 2-103(1)(b) provided that, in that Article, "good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. This alternative definition was limited in applicability, though, because it applied only to transactions within the scope of Article 2 and it applied only to merchants. Over time, however, amendments to the Uniform Commercial Code brought the Article 2 merchant concept of good faith (subjective honesty and objective commercial reasonableness) into other Articles. First, Article 2A explicitly incorporated the Article 2 standard. See Section 2A-103(7). Then, other Articles broadened the applicability of that standard by adopting it for all parties rather than just for merchants. See, e.g., Sections 3-103(a)(4), 4A-105(a)(6), 7-102(a)(6), 8-102(a)(10), and 9-102(a)(43). Finally, Articles 2 and 2A were amended so as to apply the standard to non-merchants as well as merchants. See Sections 2-103(1)(j), 2A-103(1)(m). All of these definitions are comprised of two elements-honesty in fact and the observance of reasonable commercial standards of fair dealing. Only revised Article 5 defines "good faith" solely in terms of subjective honesty, and only Article 6 (in the few states that have not chosen to delete the Article) is without a definition of good faith. (It should be noted that, while revised Article 6 did not define good faith, Comment 2 to revised Section 6-102 states that "this Article adopts the definition of 'good faith' in Article 1 in all cases, even when the buyer is a merchant.") Thus, the definition of "good faith" in this section merely confirms what has been the case for a number of years as Articles of the UCC have been amended or revised-the obligation of "good faith," applicable in each Article, is to be interpreted in the context of all Articles except for Article 5 as including both the subjective element of honesty in fact and the objective element of the observance of reasonable commercial standards of fair dealing. As a result, both the subjective and objective elements are part of the standard of "good faith," whether that obligation is specifically referenced in another Article of the Code (other than Article 5) or is provided by this Article. Of course, as noted in the statutory text, the definition of "good faith" in this section does not apply when the narrower definition of "good faith" in revised Article 5 is applicable. As noted above, the definition of "good faith" in this section requires not only honesty in fact but also "observance of reasonable commercial standards of fair dealing." Although "fair dealing" is a broad term that must be defined in context, it is clear that it is concerned with the fairness of conduct rather than the care with which an act is performed. This is an entirely different concept than whether a party exercised ordinary care in conducting a transaction. Both concepts are to be determined in the light of reasonable commercial standards, but those standards in each case are directed to different aspects of commercial conduct. See e.g., Sections 3-103(a)(9) and 4-104(c) and Comment 4 to Section 3-103. 21. "Holder." Derived from former Section 1-201. The definition has been reorganized for clarity. 22. "Insolvency proceedings." Unchanged from former Section 1-201. 23. "Insolvent." Derived from former Section 1-201. The three tests of insolvency-"generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute as to them," "unable to pay debts as they become due," and "insolvent within the meaning of the federal bankruptcy law" are expressly set up as alternative tests and must be approached from a commercial standpoint. 24. "Money." Substantively identical to former Section 1-201. The test is that of sanction of government, whether by authorization before issue or adoption afterward, which recognizes the circulating medium as a part of the official currency of that government. The narrow view that money is limited to legal tender is rejected. 25. "Organization." The former definition of this word has been replaced with the standard definition used in acts prepared by the National Conference of Commissioners on Uniform State Laws. 26. "Party." Substantively identical to former Section 1-201. Mention of a party includes, of course, a person acting through an agent. However, where an agent comes into opposition or contrast to the principal, particular account is taken of that situation. 27. "Person." The former definition of this word has been replaced with the standard definition used in acts prepared by the National Conference of Commissioners on Uniform State Laws. 28. "Present value." This definition was formerly contained within the definition of "security interest" in former Section 1-201(37). 29. "Purchase." Derived from former Section 1-201. The form of definition has been changed from "includes" to "means." 30. "Purchaser." Unchanged from former Section 1-201. 31. "Record." Derived from Section 9-102(a)(69). 32. "Remedy." Unchanged from former Section 1-201. The purpose is to make it clear that both remedy and right (as defined) include those remedial rights of "self help" which are among the most important bodies of rights under the Uniform Commercial Code, remedial rights being those to which an aggrieved party may resort on its own. 33. "Representative." Derived from former Section 1-201. Reorganized, and form changed from "includes" to "means." 34. "Right." Except for minor stylistic changes, identical to former Section 1-201. 35. "Security Interest." The definition is the first paragraph of the definition of "security interest" in former Section 1-201, with minor stylistic changes. The remaining portion of that definition has been moved to Section 1-203. Note that, because of the scope of Article 9, the term includes the interest of certain outright buyers of certain kinds of property. 36. "Send." Derived from former Section 1-201. Compare "notifies". 37. "Signed." Derived from former Section 1-201. Former Section 1-201 referred to "intention to authenticate"; because other articles now use the term "authenticate," the language has been changed to "intention to adopt or accept." The latter formulation is derived from the definition of "authenticate" in Section 9-102(a)(7). This provision refers only to writings, because the term "signed," as used in some articles, refers only to writings. This provision also makes it clear that, as the term "signed" is used in the Uniform Commercial Code, a complete signature is not necessary. The symbol may be printed, stamped or written; it may be by initials or by thumbprint. It may be on any part of the document and in appropriate cases may be found in a billhead or letterhead. No catalog of possible situations can be complete and the court must use common sense and commercial experience in passing upon these matters. The question always is whether the symbol was executed or adopted by the party with present intention to adopt or accept the writing. 38. "State." This is the standard definition of the term used in acts prepared by the National Conference of Commissioners on Uniform State Laws. 39. "Surety." This definition makes it clear that "surety" includes all secondary obligors,not just those whose obligation refers to the person obligated as a surety. As to the nature of secondary obligations generally, see Restatement (Third), Suretyship and Guaranty Section 1 (1996). 40. "Term." Unchanged from former Section 1-201. 41. "Unauthorized signature." Unchanged from former Section 1-201. 42. "Warehouse receipt." Unchanged from former Section 1-201, which was derived from Section 76(1), Uniform Sales Act; Section 1, Uniform Warehouse Receipts Act. Receipts issued by a field warehouse are included, provided the warehouseman and the depositor of the goods are different persons. 43. "Written" or "writing." Unchanged from former Section 1-201. SOUTH CAROLINA REPORTER'S COMMENTS This section contains a number of general definitions applicable throughout the Code. Whenever necessary or appropriate, the South Carolina Reporter's Comments will refer to these definitions under the sections to which they relate. Notes to 1988 Amendment. The only changes made in this section by the 1972 Text are in subsections (9) and (37). The new language in subsection (9) fits in with changes as to minerals in Section 9-103 which are explained in the references to minerals in the Official Comments and South Carolina Reporter's Notes to that section. The omission of the term "contract rights" in subsection (37) conforms to the elimination of that term from Article 9 in the 1972 Text. See the South Carolina Reporter's Notes to Section 9-106. Comments to 1991 Amendment. Subsections (5), (14) and (20) were amended in 1991 to distinguish securities represented by certificates ("certificated securities") from those not so represented. See Section 36-8-102(a) and (b). Subsections (5), (14) and (20), each of which contemplates a physical act or a writing, apply only to certificated securities. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-3-203 — SC Code / Title 36 / Chapter 3 / Section 36-3-203
SECTION 36-3-203. Transfer of instrument; rights acquired by transfer.
Status: in_force

(a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. (b) Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument. (c) Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made. (d) If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this chapter and has only the rights of a partial assignee.
S.C. Code Ann. § 36-3-303 — SC Code / Title 36 / Chapter 3 / Section 36-3-303
SECTION 36-3-303. Value and consideration.
Status: in_force

(a) An instrument is issued or transferred for value if: (1) the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; (2) the transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding; (3) the instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due; (4) the instrument is issued or transferred in exchange for a negotiable instrument; or (5) the instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument. (b) "Consideration" means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in Subsection (a), the instrument is also issued for consideration.
S.C. Code Ann. § 36-3-106 — SC Code / Title 36 / Chapter 3 / Section 36-3-106
SECTION 36-3-106. Unconditional promise or order.
Status: in_force

(a) Except as provided in this section, for the purposes of Section 36-3-104(a), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by another record, or (iii) that rights or obligations with respect to the promise or order are stated in another record. A reference to another record does not of itself make the promise or order conditional. (b) A promise or order is not made conditional (i) by a reference to another record for a statement of rights with respect to collateral, prepayment, or acceleration, or (ii) because payment is limited to resort to a particular fund or source. (c) 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 36-3-104(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) 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 36-3-104(a); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
S.C. Code Ann. § 36-7-603 — SC Code / Title 36 / Chapter 7 / Section 36-7-603
SECTION 36-7-603. Conflicting claims; interpleader.
Status: in_force

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods, or by original action. OFFICIAL COMMENT Prior Uniform Statutory Provisions: Former Section 7-603. Changes: Changes for style only. Purposes: 1. The section enables a bailee faced with conflicting claims to the goods to compel the claimants to litigate their claims with each other rather than with the bailee. The bailee is protected from legal liability when the bailee complies with court orders from the interpleader. See e.g. Northwestern National Sales, Inc. v. Commercial Cold Storage, Inc., 162 Ga. App. 741, 293 S.E.2d. 30 (1982). 2. This section allows the bailee to bring an interpleader action but does not provide an exclusive basis for allowing interpleader. If either state or federal procedural rules allow an interpleader in other situations, the bailee may commence an interpleader under those rules. Even in an interpleader to which this section applies, the state or federal process of interpleader applies to the bailee's action for interpleader. For example, state or federal interpleader statutes or rules may permit a bailee to protect its lien or to seek attorney's fees and costs in the interpleader action. Cross reference: Point 1: Section 7-403. Definitional Cross References: "Action". Section 1-201. "Bailee". Section 7-102. "Delivery". Section 1-201. "Goods". Section 7-102. "Person". Section 1-201. "Reasonable time". Section 1-205. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-2-327 — SC Code / Title 36 / Chapter 2 / Section 36-2-327
SECTION 36-2-327. Special incidents of sale on approval and sale or return.
Status: in_force

(1) Under a sale on approval unless otherwise agreed (a) although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and (b) use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and (c) after due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow any reasonable instructions. (2) Under a sale or return unless otherwise agreed (a) the option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and (b) the return is at the buyer's risk and expense.
S.C. Code Ann. § 36-2-613 — SC Code / Title 36 / Chapter 2 / Section 36-2-613
SECTION 36-2-613. Casualty to identified goods.
Status: in_force

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (SECTION 36-2-324) then (a) if the loss is total the contract is avoided; and (b) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
S.C. Code Ann. § 36-2-801 — SC Code / Title 36 / Chapter 2 / Section 36-2-801
SECTION 36-2-801. Definitions.
Status: in_force

As used in this chapter "person" includes an individual, his executor, administrator or other personal representative, or a corporation, partnership, association or any other legal or commercial entity, whether or not a citizen or domiciliary of this State and whether or not organized under the laws of this State. Editor's Note Part 8 of this chapter was re-enacted without change by 1972 Act No. 1343 (1972 (57) 2518), the preamble to which act reads as follows: "Whereas, Part 8 of Article 2 of Act 1065 of 1966 was added to the act by amendment from the floor during its debate and passage in the General Assembly and the amendment was not reflected in the title of the act and has been held in the circuit courts of the State to be invalid because the amendment did not meet the requirements of Section 17 of Article III of the Constitution of this State which states 'Every act or resolution having the force of law shall relate to but one subject and that shall be expressed in the title', and. "Whereas, in order to make the provisions of Part 8 of Article 2 valid, the members of the General Assembly believe that Part 8 of Article 2 as reenacted herein shall cure any constitutional invalidity and that after passage of this act no constitutional question shall attach to the provisions thereof."
S.C. Code Ann. § 36-7-209 — SC Code / Title 36 / Chapter 7 / Section 36-7-209
SECTION 36-7-209. Lien of warehouse.
Status: in_force

(a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds of them in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to whom a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified on the receipt or, if no charges are so specified, then to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt. (b) A warehouse also may reserve a security interest against the bailor for a maximum amount specified on the receipt for charges other than those specified in subsection (a), such as for money advanced and interest. The security interest is governed by the chapter on secured transactions (Chapter 9). (c) A warehouse's lien for charges and expenses under subsection (a) or a security interest under subsection (b) is also effective against any person who so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good-faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not: (1) deliver or entrust the goods or any document of title covering the goods to the bailor or the nominee of the bailor with: (A) actual or apparent authority to ship, store, or sell; (B) power to obtain delivery under Section 36-7-403; or (C) power of disposition under Sections 36-2-403, 36-2A-304(2), 36-2A-305(2), 36-9-320, or 36-9-321(c), or other statute of rule of law; or (2) acquiesce in the procurement of the bailor or its nominee of any document. (d) The lien of a warehouse on household goods for charges and expenses in relation to the goods under subsection (a) also is effective against all other persons if the depositor was the legal possessor of the goods at the time of the deposit. In this subsection, the term "household goods" means furniture, furnishings, or personal effects used by the depositor in a dwelling. (e) A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver. OFFICIAL COMMENT Prior Uniform Statutory Provision: Former Sections 7-209 and 7-503. Changes: Expanded to recognize warehouse lien when a warehouse receipt is not issued but goods are covered by a storage agreement. Purposes: 1. Subsection (a) defines the warehouse's statutory lien. Other than allowing a warehouse to claim a lien under this section when there is a storage agreement and not a warehouse receipt, this section remains unchanged in substance from former Section 7-209(1). Under the first sentence, a specific lien attaches automatically without express notation on the receipt or storage agreement with regard to goods stored under the receipt or the storage agreement. That lien is limited to the usual charges arising out of a storage transaction. Example 1: Bailor stored goods with a warehouse and the warehouse issued a warehouse receipt. A lien against those goods arose as set forth in subsection (a), the first sentence, for the charges for storage and the other expenses of those goods. The warehouse may enforce its lien under Section 7-210 as against the bailor. Whether the warehouse receipt is negotiable or nonnegotiable is not important to the warehouse's rights as against the bailor. Under the second sentence, by notation on the receipt or storage agreement, the lien can be made a general lien extending to like charges in relation to other goods. Both the specific lien and general lien are as to goods in the possession of the warehouse and extend to proceeds from the goods as long as the proceeds are in the possession of the warehouse. The same rules apply whether the receipt is negotiable or non-negotiable. Example 2: Bailor stored goods (lot A) with a warehouse and the warehouse issued a warehouse receipt for those goods. In the warehouse receipt it is stated that the warehouse will also have a lien on goods covered by the warehouse receipt for storage charges and the other expenses for any other goods that are stored with the warehouse by the bailor. The statement about the lien on other goods does not specify an amount or a rate. Bailor then stored other goods (lot B) with the warehouse. Under subsection (a), first sentence, the warehouse has a lien on the specific goods (lot A) covered by the warehouse receipt. Under subsection (a), second sentence, the warehouse has a lien on the goods in lot A for the storage charges and the other expenses arising from the goods in lot B. That lien is enforceable as against the bailor regardless of whether the receipt is negotiable or nonnegotiable. Under the third sentence, if the warehouse receipt is negotiable, the lien as against a holder of that receipt by due negotiation is limited to the amount or rate specified on the receipt for the specific lien or the general lien, or, if none is specified, to a reasonable charge for storage of the specific goods covered by the receipt for storage after the date of the receipt. Example 3: Same facts as Example 1 except that the warehouse receipt is negotiable and has been duly negotiated (Section 7-501) to a person other than the bailor. Under the last sentence of subsection (a), the warehouse may enforce its lien against the bailor's goods stored in the warehouse as against the person to whom the negotiable warehouse receipt has been duly negotiated. Section 7-502. That lien is limited to the charges or rates specified in the receipt or a reasonable charge for storage as stated in the last sentence of subsection (a). Example 4: Same facts as Example 2 except that the warehouse receipt is negotiable and has been duly negotiated (Section 7-501) to a person other than the bailor. Under the last sentence of subsection (a), the lien on lot A goods for the storage charges and the other expenses arising from storage of lot B goods is not enforceable as against the person to whom the receipt has been duly negotiated. Without a statement of a specified amount or rate for the general lien, the warehouse's general lien is not enforceable as against the person to whom the negotiable document has been duly negotiated. However, the warehouse lien for charges and expenses related to storage of lot A goods is still enforceable as against the person to whom the receipt was duly negotiated. Example 5. Same facts as Examples 2 and 4 except the warehouse had stated on the negotiable warehouse receipt a specified amount or rate for the general lien on other goods (lot B). Under the last sentence of subsection (a), the general lien on lot A goods for the storage charges and the other expenses arising from storage of lot B goods is enforceable as against the person to whom the receipt has been duly negotiated. 2. Subsection (b) provides for a security interest based upon agreement. Such a security interest arises out of relations between the parties other than bailment for storage or transportation, as where the bailee assumes the role of financier or performs a manufacturing operation, extending credit in reliance upon the goods covered by the receipt. Such a security interest is not a statutory lien. Compare Sections 9-109 and 9-333. It is governed in all respects by Article 9, except that subsection (b) requires that the receipt specify a maximum amount and limits the security interest to the amount specified. A warehouse could also take a security interest to secure its charges for storage and the other expenses listed in subsection (a) to protect these claims upon the loss of the statutory possessory warehouse lien if the warehouse loses possession of the goods as provided in subsection (e). Example 6: Bailor stores goods with a warehouse and the warehouse issues a warehouse receipt that states that the warehouse is taking a security interest in the bailed goods for charges of storage, expenses, for money advanced, for manufacturing services rendered, and all other obligations that the bailor may owe the warehouse. That is a security interest covered in all respects by Article 9. Subsection (b). As allowed by this section, a warehouse may rely upon its statutory possessory lien to protect its charges for storage and the other expenses related to storage. For those storage charges covered by the statutory possessory lien, the warehouse is not required to use a security interest under subsection (b). 3. Subsections (a) and (b) validate the lien and security interest "against the bailor." Under basic principles of derivative rights as provided in Section 7-504, the warehouse lien is also valid as against parties who obtain their rights from the bailor except as otherwise provided in subsection (a), third sentence, or subsection (c). Example 7: Bailor stores goods with a warehouse and the warehouse issues a nonnegotiable warehouse receipt that also claims a general lien in other goods stored with the warehouse. A lien on the bailed goods for the charges for storage and the other expenses arises under subsection (a). Bailor notifies the warehouse that the goods have been sold to Buyer and the bailee acknowledges that fact to the Buyer. Section 2-503. The warehouse lien for storage of those goods is effective against Buyer for both the specific lien and the general lien. Section 7-504. Example 8: Bailor stores goods with a warehouse and the warehouse issues a nonnegotiable warehouse receipt. A lien on the bailed goods for the charges for storage and the other expenses arises under subsection (a). Bailor grants a security interest in the goods while the goods are in the warehouse's possession to Secured Party (SP) who properly perfects a security interest in the goods. See Revised 9-312(d). The warehouse lien is superior in priority over SP's security interest. See Revised 9-203(b)(2) (debtor can grant a security interest to the extent of debtor's rights in the collateral). Example 9: Bailor stores goods with a warehouse and the warehouse issues a negotiable warehouse receipt. A lien on the bailed goods for the charges for storage and the other expenses arises under subsection (a). Bailor grants a security interest in the negotiable document to SP. SP properly perfects its interest in the negotiable document by taking possession through a "due negotiation." Revised 9-312(c). SP's security interest is subordinate to the warehouse lien. Section 7-209(a), third sentence. Given that bailor's rights are subject to the warehouse lien, the bailor cannot grant to the SP greater rights than the bailor has under Section 9-203(b)(2), perfection of the security interest in the negotiable document and the goods covered by the document through SP's filing of a financing statement should not give a different result. As against third parties who have interests in the goods prior to the storage with the warehouse, subsection (c) continues the rule under the prior uniform statutory provision that to validate the lien or security interest of the warehouse, the owner must have entrusted the goods to the depositor, and that the circumstances must be such that a pledge by the depositor to a good faith purchaser for value would have been valid. Thus the owner's interest will not be subjected to a lien or security interest arising out of a deposit of its goods by a thief. The warehouse may be protected because of the actual, implied or apparent authority of the depositor, because of a Factor's Act, or because of other circumstances which would protect a bona fide pledgee, unless those circumstances are denied effect under the second sentence of subsection (c). The language of Section 7-503 is brought into subsection (c) for purposes of clarity. The comments to Section 7-503 are helpful in interpreting delivery, entrustment or acquiescence. Where the third party is the holder of a security interest, obtained prior to the issuance of a negotiable warehouse receipt, the rights of the warehouse depend on the priority given to a hypothetical bona fide pledgee by Article 9, particularly Section 9-322. Thus the special priority granted to statutory liens by Section 9-333 does not apply to liens under subsection (a) of this section, since subsection (c), second sentence, "expressly provides otherwise" within the meaning of Section 9-333. As to household goods, however, subsection (d) makes the warehouse's lien "for charges and expenses in relation to the goods" effective against all persons if the depositor was the legal possessor. The purpose of the exception is to permit the warehouse to accept household goods for storage in sole reliance on the value of the goods themselves, especially in situations of family emergency. Example 10: Bailor grants a perfected security interest in the goods to SP prior to storage of the goods with the warehouse. Bailor then stores goods with the warehouse and the warehouse issues a warehouse receipt for the goods. A warehouse lien on the bailed goods for the charges for storage or other expenses arises under subsection (a). The warehouse lien is not effective as against SP unless SP entrusted the goods to the bailor with actual or apparent authority to ship store, or sell the goods or with power of disposition under subsection (c)(1) or acquiesced in the bailor's procurement of a document of title under subsection (c)(2). This result obtains whether the receipt is negotiable or nonnegotiable. Example 11: Sheriff who had lawfully repossessed household goods in an eviction action stored the goods with a warehouse. A lien on the bailed goods arises under subsection (a). The lien is effective as against the owner of the goods. Subsection (d). 4. As under previous law, this section creates a statutory possessory lien in favor of the warehouse on the goods stored with the warehouse or on the proceeds of the goods. The warehouse loses its lien if it loses possession of the goods or the proceeds. Subsection (e). 5. Where goods have been stored under a non-negotiable warehouse receipt and are sold by the person to whom the receipt has been issued, frequently the goods are not withdrawn by the new owner. The obligations of the seller of the goods in this situation are set forth in Section 2-503(4) on tender of delivery and include procurement of an acknowledgment by the bailee of the buyer's right to possession of the goods. If a new receipt is requested, such an acknowledgment can be withheld until storage charges have been paid or provided for. The statutory lien for charges on the goods sold, granted by the first sentence of subsection (a), continues valid unless the bailee gives it up. See Section 7-403. But once a new receipt is issued to the buyer, the buyer becomes "the person on whose account the goods are held" under the second sentence of subsection (a); unless the buyer undertakes liability for charges in relation to other goods stored by the seller, there is no general lien against the buyer for such charges. Of course, the bailee may preserve the general lien in such a case either by an arrangement by which the buyer "is liable for" such charges, or by reserving a security interest under subsection (b). 6. A possessory warehouse lien arises as provided under subsection (a) if the parties to the bailment have a storage agreement or a warehouse receipt is issued. In the modern warehouse, the bailor and the bailee may enter into a master contract governing the bailment with the bailee and bailor keeping track of the goods stored pursuant to the master contract by notation on their respective books and records and the parties send notification via electronic communication as to what goods are covered by the master contract. Warehouse receipts are not issued. See Comment 4 to Section 7-204. There is no particular form for a warehouse receipt and failure to contain any of the terms listed in Section 7-202 does not deprive the warehouse of its lien that arises under subsection (a). See the comment to Section 7-202. Cross References: Point 1: Sections 7-501 and 7-502. Point 2: Sections 9-109 and 9-333. Point 3: Sections 2-503, 7-503, 7-504, 9-203, 9-312, and 9-322. Point 4: Sections 2-503, 7-501, 7-502, 7-504, 9-312, 9-331, 9-333, 9-401. Point 5: Sections 2-503 and 7-403. Point 6: Sections 7-202 and 7-204. Definitional Cross References: "Delivery". Section 1-201. "Document of Title". Section 1-201. "Goods". Section 7-102. "Money". Section 1-201. "Person". Section 1-201. "Purchaser". Section 1-201. "Right". Section 1-201. "Security interest". Section 1-201. "Value". Section 1-204. "Warehouse". Section 7-102. "Warehouse receipt". Section 1-201. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-8-105 — SC Code / Title 36 / Chapter 8 / Section 36-8-105
SECTION 36-8-105. Notice of adverse claim.
Status: in_force

(a) 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) 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) 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) 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 a financing statement under Chapter 9 is not notice of an adverse claim to a financial asset.
S.C. Code Ann. § 36-7-101 — SC Code / Title 36 / Chapter 7 / Section 36-7-101
SECTION 36-7-101. Short title.
Status: in_force

This chapter must be known and may be cited as Uniform Commercial Code-Documents of Title. OFFICIAL COMMENT Prior Uniform Statutory Provision: Former Section 7-101. Changes: Revised for style only. This Article is a revision of the 1962 Official Text with Comments as amended since 1962. The 1962 Official Text was a consolidation and revision of the Uniform Warehouse Receipts Act and the Uniform Bills of Lading Act, and embraced the provisions of the Uniform Sales Act relating to negotiation of documents of title. This Article does not contain the substantive criminal provisions found in the Uniform Warehouse Receipts and Bills of Lading Acts. These criminal provisions are inappropriate to a Commercial Code, and for the most part duplicate portions of the ordinary criminal law relating to frauds. This revision deletes the former Section 7-105 that provided that courts could apply a rule from Parts 2 and 3 by analogy to a situation not explicitly covered in the provisions on warehouse receipts or bills of lading when it was appropriate. This is, of course, an unexceptional proposition and need not be stated explicitly in the statute. Thus former Section 7-105 has been deleted. Whether applying a rule by analogy to a situation is appropriate depends upon the facts of each case. The Article does not attempt to define the tort liability of bailees, except to hold certain classes of bailees to a minimum standard of reasonable care. For important classes of bailees, liabilities in case of loss, damages or destruction, as well as other legal questions associated with particular documents of title, are governed by federal statutes, international treaties, and in some cases regulatory state laws, which supersede the provisions of this Article in case of inconsistency. See Section 7-103. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-2-313 — SC Code / Title 36 / Chapter 2 / Section 36-2-313
SECTION 36-2-313. Express warranties by affirmation, promise, description, sample.
Status: in_force

(1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise, including those on containers or labels, made by the seller to the buyer, whether directly or indirectly, which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods conform to the affirmation or promise. (b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. (c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model. (2) It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.
S.C. Code Ann. § 36-9-608 — SC Code / Title 36 / Chapter 9 / Section 36-9-608
SECTION 36-9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
Status: in_force

(a) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: (1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under Section 36-9-607 in the following order to: (A) the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney's fees and legal expenses incurred by the secured party; (B) the satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and (C) the satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives an authenticated demand for proceeds before distribution of the proceeds is completed. (2) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder's demand under item (1)(C). (3) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under Section 36-9-607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner. (4) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency. (b) If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.
S.C. Code Ann. § 36-2-503 — SC Code / Title 36 / Chapter 2 / Section 36-2-503
SECTION 36-2-503. Manner of seller's tender of delivery.
Status: in_force

(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable him to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular (a) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but (b) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods. (2) Where the case is within the next section (SECTION 36-2-504) respecting shipment tender requires that the seller comply with its provisions. (3) Where the seller is required to deliver at a particular destination tender requires that he comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section. (4) Where goods are in the possession of a bailee and are to be delivered without being moved: (a) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but (b) tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Chapter 9 receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender. (5) Where the contract requires the seller to deliver documents: (a) he must tender all such documents in correct form, except as provided in this chapter with respect to bills of lading in a set (subsection (2) of Section 36-2-323); and (b) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 10, in subsection (4)(b), substituted "a record directing the bailee" for "a written direction to the bailee", and inserted "except as otherwise provided in Chapter 9"; in subsection (5)(b), inserted "or associated with"; and made other nonsubstantive changes in subsections (4) and (5).
S.C. Code Ann. § 36-9-632 — SC Code / Title 36 / Chapter 9 / Section 36-9-632
SECTION 36-9-632. Exception as to perishable property.
Status: in_force

If in the opinion of a secured party about to conduct a public sale of personal property, the property is perishable because subject to rapid deterioration or threatens to decline speedily in value, he may report this fact, together with a description of the property to the clerk of court of the county in which the property is to be sold, and apply for authority to sell the property at an earlier date than is provided in this chapter. Upon the clerk's determination that the property is perishable or speedily depreciating property, he shall order a sale of the property to be held at a time and place and upon notice, if any, as he considers advisable.
S.C. Code Ann. § 36-2-104 — SC Code / Title 36 / Chapter 2 / Section 36-2-104
SECTION 36-2-104. Definitions: "Merchant"; "between merchants"; "financing agency".
Status: in_force

(1) "Merchant" means a person who deals in goods of the kind or 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. (2) "Financing agency" means a 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 seller's draft 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. "Financing agency" 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 (Section 36-2-707). (3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 5, in subsection (2), inserted "or are associated with" at the end of the first sentence.
S.C. Code Ann. § 36-11-107 — SC Code / Title 36 / Chapter 11 / Section 36-11-107
SECTION 36-11-107. Transition provisions as to priorities.
Status: in_force

Except as otherwise provided in this Chapter 11, the 1966 UCC applies to any questions of priority if the positions of the parties were fixed prior to the effective date of the 1988 UCC Amendments. In other cases questions of priority are determined by the 1988 UCC Amendments.
S.C. Code Ann. § 36-1-309 — SC Code / Title 36 / Chapter 1 / Section 36-1-309
SECTION 36-1-309. Option to accelerate at will.
Status: in_force

A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure", or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised. OFFICIAL COMMENTS Source: Former Section 1-208. Changes from former law: Except for minor stylistic changes, this section is identical to former Section 1-208. 1. The common use of acceleration clauses in many transactions governed by the Uniform Commercial Code, including sales of goods on credit, notes payable at a definite time, and secured transactions, raises an issue as to the effect to be given to a clause that seemingly grants the power to accelerate at the whim and caprice of one party. This section is intended to make clear that despite language that might be so construed and which further might be held to make the agreement void as against public policy or to make the contract illusory or too indefinite for enforcement, the option is to be exercised only in the good faith belief that the prospect of payment or performance is impaired. Obviously this section has no application to demand instruments or obligations whose very nature permits call at any time with or without reason. This section applies only to an obligation of payment or performance which in the first instance is due at a future date. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-9-208 — SC Code / Title 36 / Chapter 9 / Section 36-9-208
SECTION 36-9-208. Additional duties of secured party having control of collateral.
Status: in_force

(a) This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value. (b) Within ten days after receiving an authenticated demand by the debtor: (1) a secured party having control of a deposit account under Section 36-9-104(a)(2) shall send to the bank with which the deposit account is maintained an authenticated statement that releases the bank from any further obligation to comply with instructions originated by the secured party; (2) a secured party having control of a deposit account under Section 36-9-104(a)(3) shall: (A) pay the debtor the balance on deposit in the deposit account; or (B) transfer the balance on deposit into a deposit account in the debtor's name; (3) a secured party, other than a buyer, having control of electronic chattel paper under Section 36-9-105 shall: (A) communicate the authoritative copy of the electronic chattel paper to the debtor or its designated custodian; (B) if the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic chattel paper is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and (C) take appropriate action to enable the debtor or its designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party; (4) a secured party having control of investment property under Section 36-8-106(d)(2) or 36-9-106(b) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained an authenticated record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party; (5) a secured party having control of a letter-of-credit right under Section 36-9-107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party an authenticated release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party; and (6) a secured party having control of an electronic document shall: (A) give control of the electronic document to the debtor or its designated custodian; (B) if the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic document is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and (C) take appropriate action to enable the debtor or its designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 37, added subsection (b)(6), and made other nonsubstantive changes.
S.C. Code Ann. § 36-8-305 — SC Code / Title 36 / Chapter 8 / Section 36-8-305
SECTION 36-8-305. Instruction.
Status: in_force

(a) 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) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 36-8-108 and not an obligation that the security will be honored by the issuer.
S.C. Code Ann. § 36-2-721 — SC Code / Title 36 / Chapter 2 / Section 36-2-721
SECTION 36-2-721. Remedies for fraud.
Status: in_force

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
S.C. Code Ann. § 36-4-502 — SC Code / Title 36 / Chapter 4 / Section 36-4-502
SECTION 36-4-502. Presentment of "on arrival" drafts.
Status: in_force

If a draft or the relevant instructions require presentment "on arrival", "when goods arrive" or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.
S.C. Code Ann. § 36-2-322 — SC Code / Title 36 / Chapter 2 / Section 36-2-322
SECTION 36-2-322. Delivery "ex-ship".
Status: in_force

(1) Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. (2) Under such a term unless otherwise agreed (a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and (b) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
S.C. Code Ann. § 36-8-405 — SC Code / Title 36 / Chapter 8 / Section 36-8-405
SECTION 36-8-405. Replacement of lost, destroyed, or wrongfully taken security certificate.
Status: in_force

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner: (1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser; (2) files with the issuer a sufficient indemnity bond; and (3) satisfies other reasonable requirements imposed by the issuer. (b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by Section 36-8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
S.C. Code Ann. § 36-9-630 — SC Code / Title 36 / Chapter 9 / Section 36-9-630
SECTION 36-9-630. Contents of notice of sale.
Status: in_force

The notice of sale shall substantially: (a) Refer to the security agreement pursuant to which the sale is held; (b) Designate the date, hour, and place of sale consistent with the provisions of the security agreement and the provisions found in this part; (c) Describe personal property to be sold substantially as it is described in the security agreement pursuant to which the power of sale is being exercised and may add a further description as will acquaint bidders with the nature of the property; (d) State the terms of the sale provided by the security agreement pursuant to which the sale is held, including the amount of the cash deposit, if any, to be made by the highest bidder at the sale; (e) Include any other provisions required by the security agreement to be included therein; (f) State that the property will be sold subject to taxes and special assessments if it is to be so sold.
S.C. Code Ann. § 36-9-619 — SC Code / Title 36 / Chapter 9 / Section 36-9-619
SECTION 36-9-619. Transfer of record or legal title.
Status: in_force

(a) In this section, "transfer statement" means a record authenticated by a secured party stating: (1) that the debtor has defaulted in connection with an obligation secured by specified collateral; (2) that the secured party has exercised its post-default remedies with respect to the collateral; (3) that, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and (4) the name and mailing address of the secured party, debtor, and transferee. (b) A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate-of-title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall: (1) accept the transfer statement; (2) promptly amend its records to reflect the transfer; and (3) if applicable, issue a new appropriate certificate of title in the name of the transferee. (c) A transfer of the record or legal title to collateral to a secured party under subsection (b) or otherwise is not of itself a disposition of collateral under this chapter and does not of itself relieve the secured party of its duties under this chapter.
S.C. Code Ann. § 36-4-504 — SC Code / Title 36 / Chapter 4 / Section 36-4-504
SECTION 36-4-504. Privilege of presenting bank to deal with goods; security interest for expenses.
Status: in_force

(a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner. (b) For its reasonable expenses incurred by action under Subsection (a) the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller's lien.
S.C. Code Ann. § 36-8-502 — SC Code / Title 36 / Chapter 8 / Section 36-8-502
SECTION 36-8-502. Assertion of adverse claim against entitlement holder.
Status: in_force

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section 36-8-501 for value and without notice of the adverse claim.
S.C. Code Ann. § 36-2-402 — SC Code / Title 36 / Chapter 2 / Section 36-2-402
SECTION 36-2-402. Rights of seller's creditors against sold goods.
Status: in_force

(1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this chapter (SECTIONS 36-2-502 and 36-2-716). (2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent. (3) Nothing in this chapter shall be deemed to impair the rights of creditors of the seller (a) under the provisions of the chapter on secured transactions (Title 36, Chapter 9); or (b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this chapter constitute the transaction a fraudulent transfer or voidable preference.
S.C. Code Ann. § 36-9-604 — SC Code / Title 36 / Chapter 9 / Section 36-9-604
SECTION 36-9-604. Procedure if security agreement covers real property or fixtures.
Status: in_force

(a) If a security agreement covers both personal and real property, a secured party may proceed: (1) under this part as to the personal property without prejudicing any rights with respect to the real property; or (2) as to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply. (b) Subject to subsection (c), if a security agreement covers goods that are or become fixtures, a secured party may proceed: (1) under this part; or (2) in accordance with the rights with respect to real property, in which case the other provisions of this part do not apply. (c) Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property. (d) A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
S.C. Code Ann. § 36-3-406 — SC Code / Title 36 / Chapter 3 / Section 36-3-406
SECTION 36-3-406. Negligence contributing to forged signature or alteration of instrument.
Status: in_force

(a) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection. (b) Under Subsection (a), if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss. (c) Under Subsection (a), the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under Subsection (b), the burden of proving failure to exercise ordinary care is on the person precluded.
S.C. Code Ann. § 36-9-330 — SC Code / Title 36 / Chapter 9 / Section 36-9-330
SECTION 36-9-330. Priority of purchaser of chattel paper or instrument.
Status: in_force

(a) 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 and takes possession of the chattel paper or obtains control of the chattel paper under Section 36-9-105; and (2) the chattel paper does not indicate that it has been assigned to an identified assignee other than the purchaser. (b) 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 and takes possession of the chattel paper or obtains control of the chattel paper under Section 36-9-105 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) Except as otherwise provided in Section 36-9-327, 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 36-9-322 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) Except as otherwise provided in Section 36-9-331(a), 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) 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) For purposes of subsections (b) and (d), if chattel paper or an instrument indicates that it 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.
S.C. Code Ann. § 36-4-302 — SC Code / Title 36 / Chapter 4 / Section 36-4-302
SECTION 36-4-302. Payor bank's responsibility for late return of item.
Status: in_force

(a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of: (1) a demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or (2) any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents. (b) The liability of a payor bank to pay an item pursuant to Subsection (a) is subject to defenses based on breach of a presentment warranty (Section 36-4-208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.
S.C. Code Ann. § 36-9-332 — SC Code / Title 36 / Chapter 9 / Section 36-9-332
SECTION 36-9-332. Transfer of money; transfer of funds from deposit account.
Status: in_force

(a) A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party. (b) A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party.
S.C. Code Ann. § 36-9-615 — SC Code / Title 36 / Chapter 9 / Section 36-9-615
SECTION 36-9-615. Application of proceeds of disposition; liability for deficiency and right to surplus.
Status: in_force

(a) A secured party shall apply or pay over for application the cash proceeds of disposition under Section 36-9-610 in the following order to: (1) the reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the extent provided for by agreement and not prohibited by law, reasonable attorney's fees and legal expenses incurred by the secured party; (2) the satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made; (3) the satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if: (A) the secured party receives from the holder of the subordinate security interest or other lien an authenticated demand for proceeds before distribution of the proceeds is completed; and (B) in a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor; and (4) a secured party that is a consignor of the collateral if the secured party receives from the consignor an authenticated demand for proceeds before distribution of the proceeds is completed. (b) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder's demand under subsection (a)(3). (c) A secured party need not apply or pay over for application noncash proceeds of disposition under Section 36-9-610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner. (d) If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection (a) and permitted by subsection (c): (1) unless subsection (a)(4) requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; and (2) the obligor is liable for any deficiency. (e) If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes: (1) the debtor is not entitled to any surplus; and (2) the obligor is not liable for any deficiency. (f) The surplus or deficiency following a disposition is calculated based on the amount of proceeds that would have been realized in a disposition complying with this part to a transferee other than the secured party, a person related to the secured party, or a secondary obligor if: (1) the transferee in the disposition is the secured party, a person related to the secured party, or a secondary obligor; and (2) the amount of proceeds of the disposition is significantly below the range of proceeds that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought. (g) A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made: (1) takes the cash proceeds free of the security interest or other lien; (2) is not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; and (3) is not obligated to account to or pay the holder of the security interest or other lien for any surplus.
S.C. Code Ann. § 36-11-103 — SC Code / Title 36 / Chapter 11 / Section 36-11-103
SECTION 36-11-103. Transition to 1988 UCC Amendments-general rule.
Status: in_force

Transactions validly entered into after the date specified in Section 36-10-101 and before the date specified in Section 36-11-101 and which were subject to the provisions of the 1966 UCC and which would be subject to the 1988 UCC Amendments if they had been entered into after the effective date of the 1988 UCC Amendments, and the rights, duties, and interests flowing from the transactions remain valid after the date specified in Section 36-11-101, and may be terminated, completed, consummated, or enforced as required or permitted by the 1988 UCC Amendments. Security interests arising out of the transactions which are perfected when the 1988 UCC Amendments become effective shall remain perfected until they lapse as provided in the 1988 UCC Amendments and may be continued as permitted by the 1988 UCC Amendments, except as stated in Section 36-11-105.
S.C. Code Ann. § 36-5-103 — SC Code / Title 36 / Chapter 5 / Section 36-5-103
SECTION 36-5-103. Scope.
Status: in_force

(a) This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement of a rule in this chapter does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this chapter. (c) With the exception of this subsection, subsections (a) and (d), Sections 36-5-102(a)(9) and (10), 36-5-106(d), and 36-5-114(d), and except to the extent prohibited in Sections 36-1-302 and 36-5-117(d), the effect of this chapter may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter. (d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 30, in subsection (c), substituted "36-1-302" for "36-1-102(3)".
S.C. Code Ann. § 36-9-301 — SC Code / Title 36 / Chapter 9 / Section 36-9-301
SECTION 36-9-301. Law governing perfection and priority of security interests.
Status: in_force

Except as otherwise provided in Sections 36-9-303 through 36-9-306, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral: (1) 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. (2) 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. (3) Except as otherwise provided in item (4), while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs: (A) perfection of a security interest in the goods by filing a fixture filing; (B) perfection of a security interest in timber to be cut; and (C) the effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral. (4) 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. Effect of Amendment 2014 Act No. 213, SECTION 38, in subsection (3), inserted "tangible" before "negotiable documents".
S.C. Code Ann. § 36-3-107 — SC Code / Title 36 / Chapter 3 / Section 36-3-107
SECTION 36-3-107. Instrument payable in foreign money.
Status: in_force

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
S.C. Code Ann. § 36-7-403 — SC Code / Title 36 / Chapter 7 / Section 36-7-403
SECTION 36-7-403. Obligation of bailee to deliver; excuse.
Status: in_force

(a) 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 36-2-705 or by a lessor of its right to stop delivery pursuant to Section 36-2A-526; (5) a diversion, reconsignment, or other disposition pursuant to Section 36-7-303; (6) release, satisfaction or any other personal defense against the claimant; or (7) any other lawful excuse. (b) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid. (c) Unless a person claiming the goods is a person against which the document of title does not confer a right under Section 36-7-503 (a): (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 is liable to any person to which the document is duly negotiated. OFFICIAL COMMENT Prior Uniform Statutory Provision: Former Section 7-403. Changes: Definition in former Section 7-403(4) moved to Section 7-102; bracketed language in former Section 7-403(1)(b) deleted; added cross reference to Section 2A-526; changes for style. Purposes: 1. The present section, following former Section 7-403, is constructed on the basis of stating what previous deliveries or other circumstances operate to excuse the bailee's normal obligation on the document. Accordingly, "justified" deliveries under the pre-Code uniform acts now find their place as "excuse" under subsection (a). 2. The principal case covered by subsection (a)(1) is delivery to a person whose title is paramount to the rights represented by the document. For example, if a thief deposits stolen goods in a warehouse facility and takes a negotiable receipt, the warehouse is not liable on the receipt if it has surrendered the goods to the true owner, even though the receipt is held by a good faith purchaser. See Section 7-503(a). However, if the owner entrusted the goods to a person with power of disposition, and that person deposited the goods and took a negotiable document, the owner receiving delivery would not be rightful as against a holder to whom the negotiable document was duly negotiated, and delivery to the owner would not give the bailee a defense against such a holder. See Sections 7-502(a)(2), 7-503(a)(1). 3. Subsection (a)(2) amounts to a cross reference to all the tort law that determines the varying responsibilities and standards of care applicable to commercial bailees. A restatement of this tort law would be beyond the scope of this Act. Much of the applicable law as to responsibility of bailees for the preservation of the goods and limitation of liability in case of loss has been codified for particular classes of bailees in interstate and foreign commerce by federal legislation and treaty and for intrastate carriers and other bailees by the regulatory state laws preserved by Section 7-103. In the absence of governing legislation the common law will prevail subject to the minimum standard of reasonable care prescribed by Sections 7-204 and 7-309 of this Article. The bracketed language found in former Section 7-403(1)(b) has been deleted thereby leaving the allocations of the burden of going forward with the evidence and the burden of proof to the procedural law of the various states. Subsection (a)(4) contains a cross reference to both the seller's and the lessor's rights to stop delivery under Article 2 and Article 2A respectively. 4. As under former Section 7-403, there is no requirement that a request for delivery must be accompanied by a formal tender of the amount of the charges due. Rather, the bailee must request payment of the amount of its lien when asked to deliver, and only in case this request is refused is it justified in declining to deliver because of nonpayment of charges. Where delivery without payment is forbidden by law, the request is treated as implicit. Such a prohibition reflects a policy of uniformity to prevent discrimination by failure to request payment in particular cases. Subsection (b) must be read in conjunction with the priorities given to the warehouse lien and the carrier lien under Section 7-209 and 7-307, respectively. If the parties are in dispute about whether the request for payment of the lien is legally proper, the bailee may have recourse to interpleader. See Section 7-603. 5. Subsection (c) states the obvious duty of a bailee to take up a negotiable document or note partial deliveries conspicuously thereon, and the result of failure in that duty. It is subject to only one exception, that stated in subsection (a)(1) of this section and in Section 7-503(a). Subsection (c) is limited to cases of delivery to a claimant; it has no application, for example, where goods held under a negotiable document are lawfully sold to enforce the bailee's lien. 6. When courts are considering subsection (a)(7), "any other lawful excuse," among others, refers to compliance with court orders under Sections 7-601, 7-602 and 7-603. Cross References: Point 2: Sections 7-502 and 7-503. Point 3: Sections 2-705, 2A-526, 7-103, 7-204, and 7-309 and 10-103. Point 4: Sections 7-209, 7-307 and 7-603. Point 5: Section 7-503(1). Point 6: Sections 7-601, 7-602, and 7-603. Definitional Cross References: "Bailee". Section 7-102. "Conspicuous". Section 1-201. "Delivery". Section 1-201. "Document of title". Section 1-201. "Duly negotiate". Section 7-501. "Goods". Section 7-102. "Lessor". Section 2A-103. "Person". Section 1-201. "Receipt of goods". Section 2-103. "Right". Section 1-201. "Terms". Section 1-201. "Warehouse". Section 7-102. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-1-109 — SC Code / Title 36 / Chapter 1 / Section 36-1-109
SECTION 36-1-109. Omitted by 2014 Act No. 213, SECTION 1, eff October 1, 2014.
Status: in_force

Editor's Note Former SECTION 36-1-109 was titled Section captions and was derived from 1962 Code SECTION 10.1-109; 1966 (54) 2716, see now SECTION 36-1-107. Part 2 General Definitions and Principles of Interpretation
S.C. Code Ann. § 36-4-206 — SC Code / Title 36 / Chapter 4 / Section 36-4-206
SECTION 36-4-206. Transfer between banks.
Status: in_force

Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank.
S.C. Code Ann. § 36-4-104 — SC Code / Title 36 / Chapter 4 / Section 36-4-104
SECTION 36-4-104. Definitions and index of definitions.
Status: in_force

(a) In this chapter, unless the context otherwise requires: (1) "Account" means any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft, or like account, other than an account evidenced by a certificate of deposit; (2) "Afternoon" means the period of a day between noon and midnight; (3) "Banking day" means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions; (4) "Clearing house" means an association of banks or other payors regularly clearing items; (5) "Customer" means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank; (6) "Documentary draft" means a draft to be presented for acceptance or payment if specified documents, certificated securities (Section 36-8-102) or instructions for uncertificated securities (Section 36-8-102), or other certificates, statements, or the like are to be received by the drawee or other payor before acceptance or payment of the draft; (7) "Draft" means a draft as defined in Section 36-3-104 or an item, other than an instrument, that is an order; (8) "Drawee" means a person ordered in a draft to make payment; (9) "Item" means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Chapter 4A or a credit or debit card slip; (10) "Midnight deadline" with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later; (11) "Settle" means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final; (12) "Suspends payments" with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over, or that it ceases or refuses to make payments in the ordinary course of business. (b) Other definitions applying to this chapter and the sections in which they appear are: (c) "Control" as provided in Section 36-7-106 and the following definitions in other chapters apply to this chapter: "Acceptance" Section 36-3-409. "Alteration" Section 36-3-407. "Cashier's check" Section 36-3-104. "Certificate of deposit" Section 36-3-104. "Certified check" Section 36-3-409. "Check" Section 36-3-104. "Holder in due course" Section 36-3-302. "Instrument" Section 36-3-104. "Notice of dishonor" Section 36-3-503. "Order" Section 36-3-103. "Ordinary care" Section 36-3-103. "Person entitled to enforce" Section 36-3-301. "Presentment" Section 36-3-501. "Promise" Section 36-3-103. "Prove" Section 36-3-103. "Record" Section 36-3-103. "Remotely-created consumer item" Section 36-3-103. "Teller's check" Section 36-3-104. "Unauthorized signature" Section 36-3-403. (d) In addition, Chapter 1 contains general definitions and principles of construction and interpretation applicable throughout this Article. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 25, in subsection (c), included the definition of "control", and removed the cross reference to "good faith", Section 36-3-103".
S.C. Code Ann. § 36-5-102 — SC Code / Title 36 / Chapter 5 / Section 36-5-102
SECTION 36-5-102. Definitions.
Status: in_force

(a) In this chapter: (1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended. (2) "Applicant" means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer. (3) "Beneficiary" means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit. (4) "Confirmer" means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another. (5) "Dishonor" of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit. (6) "Document" means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in Section 36-5-108(e) and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral. (7) "Good faith" means honesty in fact in the conduct or transaction concerned. (8) "Honor" of a letter of credit means performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, 'honor' occurs (i) upon payment, (ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or (iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance. (9) "Issuer" means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes. (10) "Letter of credit" means a definite undertaking that satisfies the requirements of Section 36-5-104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value. (11) "Nominated person" means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse. (12) "Presentation" means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit. (13) "Presenter" means a person making a presentation as or on behalf of a beneficiary or nominated person. (14) "Record" means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form. (15) "Successor of a beneficiary" means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver. (b) Definitions in other chapters applying to this chapter and the sections in which they appear are: "Accept" or "Acceptance" Section 36-3-409 "Value" Sections 36-3-303, 36-4-211 (c) Chapter 1 contains certain additional general definitions and principles of construction and interpretation applicable throughout this chapter.
S.C. Code Ann. § 36-9-206 — SC Code / Title 36 / Chapter 9 / Section 36-9-206
SECTION 36-9-206. Security interest arising in purchase or delivery of financial asset.
Status: in_force

(a) A security interest in favor of a securities intermediary attaches to a person's security entitlement if: (1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and (2) the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary. (b) The security interest described in subsection (a) secures the person's obligation to pay for the financial asset. (c) A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if: (1) the security or other financial asset: (A) in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment; and (B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and (2) the agreement calls for delivery against payment. (d) The security interest described in subsection (c) secures the obligation to make payment for the delivery. Subpart 2 Rights and Duties
S.C. Code Ann. § 36-8-304 — SC Code / Title 36 / Chapter 8 / Section 36-8-304
SECTION 36-8-304. Indorsement.
Status: in_force

(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (b) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement. (c) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate. (d) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied. (e) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses. (f) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in Section 36-8-108 and not an obligation that the security will be honored by the issuer.
S.C. Code Ann. § 36-2-716 — SC Code / Title 36 / Chapter 2 / Section 36-2-716
SECTION 36-2-716. Buyer's right to specific performance or replevin.
Status: in_force

(1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) 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. (3) 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.
S.C. Code Ann. § 36-9-335 — SC Code / Title 36 / Chapter 9 / Section 36-9-335
SECTION 36-9-335. Accessions.
Status: in_force

(a) A security interest may be created in an accession and continues in collateral that becomes an accession. (b) If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral. (c) Except as otherwise provided in subsection (d), the other provisions of this part determine the priority of a security interest in an accession. (d) A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under Section 36-9-311(b). (e) After default, subject to Part 6, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole. (f) A secured party that removes an accession from other goods under subsection (e) shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
S.C. Code Ann. § 36-2-806 — SC Code / Title 36 / Chapter 2 / Section 36-2-806
SECTION 36-2-806. Manner and proof of service.
Status: in_force

(1) When the law of this State authorizes service outside this State, the service, when reasonably calculated to give actual notice, may be made: (a) by personal delivery in the manner prescribed for service within the State; (b) in the manner prescribed by the law of the place in which the service is made for service in that place in an action in any of its courts of general jurisdiction; (c) by registered or certified mail as provided in Rule 4(d)(8) of the South Carolina Rules of Civil Procedure addressed only to the person to be served and requiring a return receipt showing the acceptance by the defendant. Entry of default and default judgments shall be subject to the conditions of Rule 4(d)(8); or (d) as directed by the court. (2) Proof of service outside this State may be made by affidavit of the individual who made the service or in the manner prescribed by law of this State, the order pursuant to which the service is made, or the law of the place in which the service is made for proof of service in an action in any of its courts of general jurisdiction. When service is made pursuant to item (c) of subsection (1) of this section, proof of service shall include a receipt signed by the addressee.
S.C. Code Ann. § 36-1-101 — SC Code / Title 36 / Chapter 1 / Section 36-1-101
SECTION 36-1-101. Short title.
Status: in_force

(1) This title shall be known and may be cited as the Uniform Commercial Code. (2) This chapter may be cited as Uniform Commercial Code-General Provisions. OFFICIAL COMMENT Source: Former Section 1-101. Changes from former law: Subsection (b) is new. It is added in order to make the structure of Article 1 parallel with that of the other articles of the Uniform Commercial Code. 1. Each other article of the Uniform Commercial Code (except Articles 10 and 11) may also be cited by its own short title. See Sections 2-101, 2A-101, 3-101, 4-101, 4A-101, 5-101, 6-101, 7-101, 8-101, and 9-101. Editor's Note "This act," referred to in this section, means Act No. 1065 of the 1966 Acts and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976. 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 1, rewrote the section.
S.C. Code Ann. § 36-8-106 — SC Code / Title 36 / Chapter 8 / Section 36-8-106
SECTION 36-8-106. Control.
Status: in_force

(a) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (1) the certificate is indorsed to the purchaser or in blank by an effective indorsement; or (2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer. (c) A purchaser has "control" of an uncertificated security if: (1) the uncertificated security is delivered to the purchaser; or (2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner. (d) A purchaser has "control" of a security entitlement if: (1) the purchaser becomes the entitlement holder; (2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or (3) another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser. (e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control. (f) A purchaser who has satisfied the requirements of subsection (c) or (d) has control, even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement. (g) An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c)(2) or (d)(2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
S.C. Code Ann. § 36-2-602 — SC Code / Title 36 / Chapter 2 / Section 36-2-602
SECTION 36-2-602. Manner and effect of rightful rejection.
Status: in_force

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected goods (SECTIONS 36-2-603 and 36-2-604), (a) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and (b) if the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this chapter (subsection (3) of SECTION 36-2-711), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but (c) the buyer has no further obligations with regard to goods rightfully rejected. (3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this chapter on seller's remedies in general (SECTION 36-2-703).
S.C. Code Ann. § 36-9-706 — SC Code / Title 36 / Chapter 9 / Section 36-9-706
SECTION 36-9-706. When initial financing statement suffices to continue effectiveness of financing statement.
Status: in_force

(a) The filing of an initial financing statement in the office specified in Section 36-9-501 continues the effectiveness of a financing statement filed before this act takes effect if: (1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this act; (2) the pre-effective-date financing statement was filed in an office in another state or another office in this State; and (3) the initial financing statement satisfies subsection (c). (b) The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective-date financing statement: (1) if the initial financing statement is filed before this act takes effect, for the period provided in former Section 36-9-403 with respect to a financing statement; and (2) if the initial financing statement is filed after this act takes effect, for the period provided in Section 36-9-515 with respect to an initial financing statement. (c) To be effective for purposes of subsection (a), an initial financing statement must: (1) satisfy the requirements of Part 5 for an initial financing statement; (2) identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and (3) indicate that the pre-effective-date financing statement remains effective.
S.C. Code Ann. § 36-9-516 — SC Code / Title 36 / Chapter 9 / Section 36-9-516
SECTION 36-9-516. What constitutes filing; effectiveness of filing.
Status: in_force

(a) Except as otherwise provided in subsection (b), communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing. (b) Filing does not occur with respect to a record that a filing office refuses to accept because: (1) the record is not communicated by a method or medium of communication authorized by the filing office; (2) an amount equal to or greater than the applicable filing fee is not tendered; (3) the filing office is unable to index the record because: (A) in the case of an initial financing statement, the record does not provide a name for the debtor; (B) in the case of an amendment or information statement, the record: (i) does not identify the initial financing statement as required by Section 36-9-512 or 36-9-518, as applicable; or (ii) identifies an initial financing statement whose effectiveness has lapsed under Section 36-9-515; (C) in the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor's surname; or (D) in the case of a record filed or recorded in the filing office described in Section 36-9-501(a)(1), the record does not provide a sufficient description of the real property to which it relates; (4) in the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record; (5) in the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not: (A) provide a mailing address for the debtor; (B) indicate whether the name provided as the name of the debtor is the name of an individual or an organization; (6) in the case of an assignment reflected in an initial financing statement under Section 36-9-514(a) or an amendment filed under Section 36-9-514(b), the record does not provide a name and mailing address for the assignee; (7) in the case of a continuation statement, the record is not filed within the six-month period prescribed by Section 36-9-515(d); (8) in the case of a record presented for filing at the Office of the Secretary of State, the Secretary of State determines that the record is not created pursuant to this chapter or is otherwise intended for an improper purpose, such as to defraud, hinder, harass, or otherwise wrongfully interfere with a person; or (9) in the case of a record presented for filing at the Office of the Secretary of State, the same person or entity is listed as both debtor and secured party, the collateral described is not within the scope of this chapter, or that the record is being filed for a purpose other than a transaction that is within the scope of this chapter. (c) For purposes of subsection (b): (1) a record does not provide information if the filing office is unable to read or decipher the information; and (2) a record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by Section 36-9-512, 36-9-514, or 36-9-518, is an initial financing statement. (d) A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection (b), is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files. Effect of Amendment The 2005 amendment added paragraphs (b)(8) and (b)(9) relating to records outside the scope of the chapter. The 2013 amendment, in subsection (b)(3)(B), substituted "information" for "correction"; in subsection (b)(3)(C), substituted "surname" for "last name"; in subsection (b)(5)(B), inserted "name provided as the name of the" and "the name of"; deleted subsection (b)(5)(C); and made other nonsubstantive changes.
S.C. Code Ann. § 36-2-321 — SC Code / Title 36 / Chapter 2 / Section 36-2-321
SECTION 36-2-321. C.I.F. or C. & F.: "Net landed weights"; "payment on arrival"; warranty of condition on arrival.
Status: in_force

Under a contract containing a term C.I.F. or C. & F. (1) Where the price is based on or is to be adjusted according to "net landed weights," "delivered weights," "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness. (2) An agreement described in subsection (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss. (3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
S.C. Code Ann. § 36-9-326 — SC Code / Title 36 / Chapter 9 / Section 36-9-326
SECTION 36-9-326. Priority of security interests created by new debtor.
Status: in_force

(a) Subject to subsection (b), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of Section 36-9-316(i)(1) or Section 36-9-508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement. (b) The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection (a). However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor's having become bound.
S.C. Code Ann. § 36-2-710 — SC Code / Title 36 / Chapter 2 / Section 36-2-710
SECTION 36-2-710. Seller's incidental damages.
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 buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
S.C. Code Ann. § 36-2-702 — SC Code / Title 36 / Chapter 2 / Section 36-2-702
SECTION 36-2-702. Seller's remedies on discovery of buyer's insolvency.
Status: in_force

(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (SECTION 36-2-705). (2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay. (3) The seller's right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this chapter (SECTION 36-2-403). Successful reclamation of goods excludes all other remedies with respect to them.
S.C. Code Ann. § 36-2-324 — SC Code / Title 36 / Chapter 2 / Section 36-2-324
SECTION 36-2-324. "No arrival, no sale" term.
Status: in_force

Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed, (a) the seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and (b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (SECTION 36-2-613).
S.C. Code Ann. § 36-2-605 — SC Code / Title 36 / Chapter 2 / Section 36-2-605
SECTION 36-2-605. Waiver of buyer's objections by failure to particularize.
Status: in_force

(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach (a) where the seller could have cured it if stated seasonably; or (b) between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely. (2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 14, in subsection (2), substituted "apparent in the documents" for "apparent on the face of the documents".
S.C. Code Ann. § 36-9-338 — SC Code / Title 36 / Chapter 9 / Section 36-9-338
SECTION 36-9-338. Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
Status: in_force

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in Section 36-9-516(b)(5) which is incorrect at the time the financing statement is filed: (1) the security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and (2) a purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 44, in subsection (2), inserted "tangible" before "chattel paper" and "documents".
S.C. Code Ann. § 36-3-105 — SC Code / Title 36 / Chapter 3 / Section 36-3-105
SECTION 36-3-105. Issue of instrument.
Status: in_force

(a) "Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person. (b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense. (c) "Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.
S.C. Code Ann. § 36-8-202 — SC Code / Title 36 / Chapter 8 / Section 36-8-202
SECTION 36-8-202. Issuer's responsibility and defenses; notice of defect or defense.
Status: in_force

(a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued. (b) The following rules apply if an issuer asserts that a security is not valid: (1) A security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue. (2) Item (1) applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security. (c) Except as otherwise provided in Section 36-8-205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice. (d) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense. (e) This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed. (f) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
S.C. Code Ann. § 36-1-106 — SC Code / Title 36 / Chapter 1 / Section 36-1-106
SECTION 36-1-106. Use of singular and plural; gender.
Status: in_force

In the Uniform Commercial Code, unless the statutory context otherwise requires: (a) words in the singular number include the plural, and those in the plural include the singular; and (b) words of any gender also refer to any other gender. OFFICIAL COMMENT Source: Former Section 1-102(5). See also 1 U.S.C. Section 1. Changes from former law: Other than minor stylistic changes, this section is identical to former Section 1-102(5). 1. This section makes it clear that the use of singular or plural in the text of the Uniform Commercial Code is generally only a matter of drafting style-singular words may be applied in the plural, and plural words may be applied in the singular. Only when it is clear from the statutory context that the use of the singular or plural does not include the other is this rule inapplicable. See, e.g., Section 9-322. Editor's Note "This act," referred to in this section, means Act No. 1065 of the 1966 Acts and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976. 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
S.C. Code Ann. § 36-2-506 — SC Code / Title 36 / Chapter 2 / Section 36-2-506
SECTION 36-2-506. Rights of financing agency.
Status: in_force

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper's right to have the draft honored by the buyer. (2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular. Editor's Note 2014 Act No. 213, SECTION 51, provides as follows: "SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date." Effect of Amendment 2014 Act No. 213, SECTION 12, in subsection (2), deleted "on its face" after "apparently regular".
S.C. Code Ann. § 36-10-102 — SC Code / Title 36 / Chapter 10 / Section 36-10-102
SECTION 36-10-102. Transactions entered into before effective date of Commercial Code.
Status: repealed

Transactions validly entered into before the effective date specified in Section 36-10-101 and the rights, duties, and interest flowing from them remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute or other law amended or repealed by this title as though the repeal or amendment had not occurred. Except as otherwise provided in Section 36-11-106 the filing of a properly executed financing statement pursuant to Section 36-9-402 or a properly executed continuation statement pursuant to Section 36-9-403(3) in the appropriate place or places specified in Section 36-9-401 is sufficient to satisfy the requirements of this section as to proper filing in the case of a transaction entered into prior to the effective date specified in Section 36-10-101. This section is considered to have been effective as of January 1, 1968.
S.C. Code Ann. § 36-8-504 — SC Code / Title 36 / Chapter 8 / Section 36-8-504
SECTION 36-8-504. Duty of securities intermediary to maintain financial asset.
Status: in_force

(a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries. (b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (a). (c) A securities intermediary satisfies the duty in subsection (a) if: (1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset. (d) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
S.C. Code Ann. § 36-2-725 — SC Code / Title 36 / Chapter 2 / Section 36-2-725
SECTION 36-2-725. Statute of limitations in contracts for sale.
Status: in_force

(1) An action for breach of any contract for sale must be commenced within six years after the cause of action has accrued. (2) A cause of action accrues for breach of warranty when the breach is or should have been discovered. (3) Where an action commenced within the time limited by subsection (1) 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. (4) 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 act becomes effective. Editor's Note "This act," referred to in this section, means Act No. 1065 of the 1966 Acts and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976. Part 8 Further Remedies
S.C. Code Ann. § 36-5-106 — SC Code / Title 36 / Chapter 5 / Section 36-5-106
SECTION 36-5-106. Issuance, amendment, cancellation, and duration.
Status: in_force

(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides. (b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent. (c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued. (d) A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.
S.C. Code Ann. § 36-3-410 — SC Code / Title 36 / Chapter 3 / Section 36-3-410
SECTION 36-3-410. Acceptance varying draft.
Status: in_force

(a) If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance. (b) The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place. (c) If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.
S.C. Code Ann. § 36-3-420 — SC Code / Title 36 / Chapter 3 / Section 36-3-420
SECTION 36-3-420. Conversion of instrument.
Status: repealed

(a) The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by (i) the issuer or acceptor of the instrument or (ii) a payee or indorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a co-payee. (b) In an action under Subsection (a), the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff's interest in the instrument. (c) A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out. Part 5 Dishonor Editor's Note 2008 Act No. 204, SECTION 1, provides in part as follows: "The South Carolina Reporters' Comments contained in Chapters 3 and 4 of Title 36, may not be reproduced in whole or in part in any form or for inclusions in any material which is offered for sale without the express written permission of the Clerk of the South Carolina Senate." 2008 Act No. 204, SECTION 4.A, provides as follows: "This act applies to a transaction occurring on or after the effective date [July 1, 2008] of this act. This act does not apply to a transaction or event, or obligation or duty arising out of or associated with a transaction or event, before the effective date of this act." 2008 Act No. 204, SECTION 4.B, provides as follows: "A transaction occurring before the effective date [July 1, 2008] of this act and the rights, obligations, and interests flowing from that transaction are governed by any statute or other law amended or repealed by this act as if repeal or amendment had not occurred and may be terminated, completed, consummated, or enforced under that statute or other law."
S.C. Code Ann. § 36-9-503 — SC Code / Title 36 / Chapter 9 / Section 36-9-503
SECTION 36-9-503. Name of debtor and secured party.
Status: in_force

(a) A financing statement sufficiently provides the name of the debtor: (1) except as otherwise provided in item (3), if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization's name on the public organic record most recently filed with or issued or enacted by the registered organization's jurisdiction of organization which purports to state, amend, or restate the registered organization's name; (2) subject to subsection (f), if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative; (3) if the collateral is held in a trust that is not a registered organization, only if the financing statement: (A) provides, as the name of the debtor, if: (i) the organic record of the trust specifies a name for the trust, the name specified; or (ii) the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and (B) in a separate part of the financing statement if: (i) the name is provided in accordance with subparagraph (A)(i), indicates that the collateral is held in a trust; or (ii) the name is provided in accordance with subitem (A)(ii), provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates; (4) subject to subsection (g), if the debtor is an individual to whom this State has issued a driver's license or identification card that has not expired, only if the financing statement provides the name of the individual that is indicated on the driver's license or identification card; (5) if the debtor is an individual to whom item (4) does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor; and (6) in other cases: (A) if the debtor has a name, only if the financing statement provides the organization's name of the debtor; and (B) if the debtor does not have a name, only if it provides the names of the partners, members, associates, or other persons comprising the debtor, in a manner that each name provided would be sufficient if the person named were the debtor. (b) A financing statement that provides the name of the debtor in accordance with subsection (a) is not rendered ineffective by the absence of: (1) a trade name or other name of the debtor; or (2) unless required under subsection (a)(6)(B), names of partners, members, associates, or other persons comprising the debtor. (c) A financing statement that provides only the debtor's trade name does not sufficiently provide the name of the debtor. (d) Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement. (e) A financing statement may provide the name of more than one debtor and the name of more than one secured party. (f) The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the "name of the decedent" under subsection (a)(2). (g) If this State has issued to an individual more than one driver's license or identification card of a kind described in subsection (a)(4), the one that was issued most recently is the one to which subsection (a)(4) refers. (h) In this section, the "name of the settlor or testator" means: (1) if the settlor is a registered organization, the name that is stated to be the settlor's name on the public organic record most recently filed with or issued or enacted by the settlor's jurisdiction of organization which purports to state, amend, or restate the settlor's name; or (2) in other cases, the name of the settlor or testator indicated in the trust's organic record.
S.C. Code Ann. § 36-8-113 — SC Code / Title 36 / Chapter 8 / Section 36-8-113
SECTION 36-8-113. Statute of frauds inapplicable.
Status: in_force

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
S.C. Code Ann. § 36-2-511 — SC Code / Title 36 / Chapter 2 / Section 36-2-511
SECTION 36-2-511. Tender of payment by buyer; payment by check.
Status: in_force

(1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it. (3) Subject to the provisions of this act on the effect of an instrument on an obligation (SECTION 36-3-802), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment. Editor's Note "This act," referred to in this section, means Act No. 1065 of the 1966 Act and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976.
S.C. Code Ann. § 36-2-210 — SC Code / Title 36 / Chapter 2 / Section 36-2-210
SECTION 36-2-210. Delegation of performance; assignment of rights.
Status: in_force

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. (2) Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise. (3) Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance. (4) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract. (5) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (SECTION 36-2-609). Part 3 General Obligation and Construction of Contract
S.C. Code Ann. § 36-2-612 — SC Code / Title 36 / Chapter 2 / Section 36-2-612
SECTION 36-2-612. "Installment contract"; breach.
Status: in_force

(1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent. (2) The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3) and the seller gives adequate assurance of its cure the buyer must accept that installment. (3) Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.