S.D. Codified Laws § 57A-9-328 — SD Code / Title 57A / Chapter 9 / Section 57A-9-328
Priority among conflicting security interests in same investment property
Status: in_force

The following rules govern priority among conflicting security interests in the same investment property:

(1) A security interest held by a secured party having control of investment property under § 57A-9-106 has priority over a security interest held by a secured party that does not have control of the investment property.

(2) Except as otherwise provided in paragraphs (3) and (4), conflicting security interests held by secured parties each of which has control under § 57A-9-106 rank according to priority in time of:

(A) If the collateral is a security, obtaining control;

(B) If the collateral is a security entitlement carried in a securities account and:

(i) If the secured party obtained control under § 57A-8-106(d)(1), the secured party's becoming the person for which the securities account is maintained;

(ii) If the secured party obtained control under § 57A-8-106(d)(2), the securities intermediary's agreement to comply with the secured party's entitlement orders with respect to security entitlements carried or to be carried in the securities account; or

(iii) If the secured party obtained control through another person under § 57A-8-106(d)(3), the time on which priority would be based under this paragraph if the other person were the secured party; or

(C) If the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in § 57A-9-106(b)(2) with respect to commodity contracts carried or to be carried with the commodity intermediary.

(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

(5) A security interest in a certificated security in registered form which is perfected by taking delivery under § 57A-9-313(a) and not by control under § 57A-9-314 has priority over a conflicting security interest perfected by a method other than control.

(6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under § 57A-9-106 rank equally.

(7) In all other cases, priority among conflicting security interests in investment property is governed by §§ 57A-9-322 and 57A-9-323 .

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-11-104 — SD Code / Title 57A / Chapter 11 / Section 57A-11-104
Transition provision on change of requirement of filing
Status: in_force

A security interest for the perfection of which filing or the taking of possession was required under Title 57A and which attached prior to July 1, 1983 but was not perfected shall be deemed perfected on July 1, 1983 if this 1983 Act permits perfection without filing or authorizes filing in the office or offices where a prior ineffective filing was made.

Source: SDCL, § 57A-11-104 , enacted by SL 1982, ch 347, § 38; SL 1983, ch 367, § 7.
S.D. Codified Laws § 57A-2-713 — SD Code / Title 57A / Chapter 2 / Section 57A-2-713
Buyer's damages for nondelivery or repudiation
Status: in_force

(1) Subject to the provisions of this chapter with respect to proof of market price (§ 57A-2-723 ), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this chapter (§ 57A-2-715 ), but less expenses saved in consequence of the seller's breach.

(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

Source: SL 1966, ch 150, § 2-713; SDCL, §§ 57-8-34, 57-8-35.
S.D. Codified Laws § 57A-13-102 — SD Code / Title 57A / Chapter 13 / Section 57A-13-102
Definitions
Status: in_force

(a) In this chapter:

(1) "Adjustment date" means July 1, 2025, or the date that is one year after July 1, 2024, whichever is later.

(2) "Article 12" means Article 12 of the Uniform Commercial Code as adopted under chapter 57A-12 .

(3) "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible.

(b) The following definitions in other articles of title 57A apply to this chapter.

"Controllable account." § 57A-9-102 .

"Controllable electronic record." § 57A-12-102 .

"Controllable payment intangible." § 57A-9-102 .

"Electronic money." § 57A-9-102 .

"Financing statement." § 57A-9-102 .

(c) Chapter 57A-1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

Source: SL 2024, ch 198, § 102.
S.D. Codified Laws § 57A-7-402 — SD Code / Title 57A / Chapter 7 / Section 57A-7-402
Duplicate document of title--Overissue
Status: in_force

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to § 57A-7-105 . The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.

Source: SL 2009, ch 254, § 7-402.
S.D. Codified Laws § 57A-7-503 — SD Code / Title 57A / Chapter 7 / Section 57A-7-503
Document of title to goods defeated in certain cases
Status: in_force

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

(1) Deliver or entrust the goods or any document covering the goods to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or sell; with power to obtain delivery under § 57A-7-403 ; or with power of disposition under § 57A-2-403 , 57A-2A-304(2), 57A-2A-305(2), or 57A-9-320 or other statute or rule of law; or

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

(b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under § 57A-7-504 to the same extent as the rights of the issuer or a transferee from the issuer.

(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with §§ 57A-7-401 to 57A-7-404 , inclusive, pursuant to its own bill of lading discharges the carrier's obligation to deliver.

Source: SL 2009, ch 254, § 7-503.
S.D. Codified Laws § 57A-5-112 — SD Code / Title 57A / Chapter 5 / Section 57A-5-112
Transfer of letter of credit
Status: in_force

(a) Except as otherwise provided in § 57A-5-113 , unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.

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

(1) The transfer would violate applicable law; or

(2) The transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 57A-5-108(e) or is otherwise reasonable under the circumstances.

Source: SL 1998, ch 283, § 1.
S.D. Codified Laws § 57A-2-723 — SD Code / Title 57A / Chapter 2 / Section 57A-2-723
Proof of market price; time and place
Status: in_force

(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (§ 57A-2-708 or 57A-2-713 ) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.

(2) If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.

(3) Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.

Source: SL 1966, ch 150, § 2-723; SDCL, §§ 57-8-57 to 57-8-59.
S.D. Codified Laws § 57A-3-502 — SD Code / Title 57A / Chapter 3 / Section 57A-3-502
Dishonor
Status: in_force

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

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

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

(3) If the note is not payable on demand and paragraph (2) does not apply, the note is dishonored if it is not paid on the day it becomes payable.

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

(1) If a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under § 57A-4-301 or 57A-4-302 , or becomes accountable for the amount of the check under § 57A-4-302 .

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

(3) If a draft is payable on a date stated in the draft, the draft is dishonored if (i) presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later, or (ii) presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment.

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

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

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

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

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

(e) In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under § 57A-3-504 , dishonor occurs without presentment if the instrument is not duly accepted or paid.

(f) If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored.

Source: SL 1994, ch 367, § 3-502.
S.D. Codified Laws § 57A-2A-404 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-404
Substituted performance
Status: in_force

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

(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:

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

(b) If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive or predatory.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-8-109 — SD Code / Title 57A / Chapter 8 / Section 57A-8-109
Warranties in indirect holding
Status: in_force

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:

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

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

(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in § 57A-8-108(a) or (b).

(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in § 57A-8-108(a) or (b).

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-4-104 — SD Code / Title 57A / Chapter 4 / Section 57A-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 (§ 57A-8-102 ) or instructions for uncertificated securities (§ 57A-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 § 57A-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 57A-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:

"Agreement for electronic presentment" § 57A-4-110

"Bank" § 57A-4-105

"Collecting bank" § 57A-4-105

"Depository bank" § 57A-4-105

"Intermediary bank" § 57A-4-105

"Payor bank" § 57A-4-105

"Presenting bank" § 57A-4-105

"Presentment notice" § 57A-4-110

(c) The following definitions in other chapters apply to this chapter:

"Acceptance" § 57A-3-409

"Alteration" § 57A-3-407

"Cashier's check" § 57A-3-104

"Certificate of deposit" § 57A-3-104

"Certified check" § 57A-3-409

"Check" § 57A-3-104

"Control" § 57A-7-106

"Holder in due course" § 57A-3-302

"Instrument" § 57A-3-104

"Notice of dishonor" § 57A-3-503

"Order" § 57A-3-103

"Ordinary care" § 57A-3-103

"Person entitled to enforce" § 57A-3-301

"Presentment" § 57A-3-501

"Promise" § 57A-3-103

"Prove" § 57A-3-103

"Teller's check" § 57A-3-104

"Unauthorized signature" § 57A-3-403

(d) In addition, chapter 57A-1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

Source: SL 1994, ch 368, § 4-104; SL 1998, ch 284, § 18; SL 2008, ch 259, § 36; SL 2009, ch 254, § 821.
S.D. Codified Laws § 57A-2-721 — SD Code / Title 57A / Chapter 2 / Section 57A-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.

Source: SL 1966, ch 150, § 2-721; SDCL, § 57-8-53.
S.D. Codified Laws § 57A-2-712 — SD Code / Title 57A / Chapter 2 / Section 57A-2-712
"Cover"--Buyer's procurement of substitute goods
Status: in_force

(1) After a breach within § 57A-2-711 , the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (§ 57A-2-715 ), but less expenses saved in consequence of the seller's breach.

(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.

Source: SL 1966, ch 150, § 2-712; SDCL, §§ 57-8-31 to 57-8-33.
S.D. Codified Laws § 57A-1-305 — SD Code / Title 57A / Chapter 1 / Section 57A-1-305
Remedies to be liberally administered
Status: in_force

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

(b) Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect.

Source: SL 2008, ch 259, § 19.
S.D. Codified Laws § 57A-3-401 — SD Code / Title 57A / Chapter 3 / Section 57A-3-401
Signature necessary for liability on instrument
Status: in_force

A person is not liable on an instrument unless (i) the person signed the instrument, or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under § 57A-3-402 .

Source: SL 1994, ch 367, § 3-401; SL 2024, ch 198, § 23.
S.D. Codified Laws § 57A-2-402 — SD Code / Title 57A / Chapter 2 / Section 57A-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 (§§ 57A-2-502 and 57A-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 (chapter 57A-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.

Source: SL 1966, ch 150, § 2-402; SDCL, §§ 57-5-6 to 57-5-8.
S.D. Codified Laws § 57A-7-507 — SD Code / Title 57A / Chapter 7 / Section 57A-7-507
Warranties on negotiation or delivery of document of title
Status: in_force

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under § 57A-7-508 , unless otherwise agreed, the transferor warrants to its immediate purchaser only in addition to any warranty made in selling or leasing the goods that:

(1) The document is genuine;

(2) The transferor does not have knowledge of any fact that would impair the document's validity or worth; and

(3) The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.

Source: SL 2009, ch 254, § 7-507.
S.D. Codified Laws § 57A-4-402 — SD Code / Title 57A / Chapter 4 / Section 57A-4-402
Bank's liability to customer for wrongful dishonor--Time of determining insufficiency of account
Status: in_force

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

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

(c) A payor bank's determination of the customer's account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank's decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.

Source: SL 1994, ch 368, § 4-402.
S.D. Codified Laws § 57A-9-806 — SD Code / Title 57A / Chapter 9 / Section 57A-9-806
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 § 57A-9-501 continues the effectiveness of a financing statement filed before July 1, 2013 if:

(1) The filing of an initial financing statement in that office would be effective to perfect a security interest under chapter 57A-9 as amended by SL 2012, ch 238;

(2) The pre-effective-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 pre-effective-date financing statement:

(1) If the initial financing statement is filed before July 1, 2013, for the period provided in unamended § 57A-9-515 as found prior to July 1, 2013, with respect to an initial financing statement; and

(2) If the initial financing statement is filed after SL 2012, ch 238 takes effect, for the period provided in § 57A-9-515 as amended by SL 2012, ch 238 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 §§ 57A-9-501 to 57A-9-530 , inclusive, as amended by SL 2012, ch 238 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.

Source: SL 2012, ch 238, § 9-806, eff. July 1, 2013.
S.D. Codified Laws § 57A-9-104 — SD Code / Title 57A / Chapter 9 / Section 57A-9-104
Control of deposit account
Status: in_force

(a) A secured party has control of a deposit account if:

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

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

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

(4) Another person, other than the debtor:

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

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

(b) A secured party that has satisfied subsection (a) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.

Source: SL 2000, ch 231; SL 2024, ch 198, § 44.
S.D. Codified Laws § 57A-2-606 — SD Code / Title 57A / Chapter 2 / Section 57A-2-606
What constitutes acceptance of goods
Status: in_force

(1) Acceptance of goods occurs when the buyer

(a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or

(b) Fails to make an effective rejection (subsection (1) of § 57A-2-602 ), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or

(c) Does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

Source: SL 1966, ch 150, § 2-606; SDCL, §§ 57-7-11, 57-7-12.
S.D. Codified Laws § 57A-2A-522 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-522
Lessee's right to goods on lessor's insolvency
Status: in_force

(1) Subject to subsection (2) of this section and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (§ 57A-2A-217 ) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.

(2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-4-501 — SD Code / Title 57A / Chapter 4 / Section 57A-4-501
Handling of documentary drafts; Duty to send for presentment and to notify customer of dishonor
Status: in_force

A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.

Source: SL 1994, ch 368, § 4-501.
S.D. Codified Laws § 57A-8-301 — SD Code / Title 57A / Chapter 8 / Section 57A-8-301
Delivery
Status: in_force

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

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

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

(3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

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

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

(2) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

Source: SL 1998, ch 284, § 1; SL 2000, ch 231, § 17.
S.D. Codified Laws § 57A-7-701 — SD Code / Title 57A / Chapter 7 / Section 57A-7-701
Applicability
Status: in_force

This chapter applies to a document of title that is issued or a bailment that arises on or after July 1, 2009. This chapter does not apply to a document of title that is issued or a bailment that arises before July 1, 2009 even if the document of title or bailment would be subject to this chapter if the document of title had been issued or bailment had arisen after July 1, 2009. This chapter does not apply to a right of action that has accrued before July 1, 2009.

Source: SL 2009, ch 254, § 7-703.
S.D. Codified Laws § 57A-9-501 — SD Code / Title 57A / Chapter 9 / Section 57A-9-501
Office for filing financing statement for security interest or agricultural lien
Status: in_force

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

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

(A) The collateral is as - extracted collateral or timber to be cut; or

(B) The financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or

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

(b) The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the Office of the Secretary of State. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-3-501 — SD Code / Title 57A / Chapter 3 / Section 57A-3-501
Presentment
Status: in_force

(a) "Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument (i) to pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank, or (ii) to accept a draft made to the drawee.

(b) The following rules are subject to chapter 57A-4 , agreement of the parties, and clearing - house rules and the like:

(1) Presentment may be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States; may be made by any commercially reasonable means, including an oral, written, or electronic communication; is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and is effective if made to any one of two or more makers, acceptors, drawees, or other payors.

(2) Upon demand of the person to whom presentment is made, the person making presentment must (i) exhibit the instrument, (ii) give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so, and (iii) sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.

(3) Without dishonoring the instrument, the party to whom presentment is made may (i) return the instrument for lack of a necessary indorsement, or (ii) refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties, or other applicable law or rule.

(4) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cut - off hour not earlier than two p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cut - off hour.

Source: SL 1994, ch 367, § 3-501.
S.D. Codified Laws § 57A-8-116 — SD Code / Title 57A / Chapter 8 / Section 57A-8-116
Securities intermediary as purchaser for value
Status: in_force

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-9-527 — SD Code / Title 57A / Chapter 9 / Section 57A-9-527
Financing statement and annual report filing fee fund
Status: in_force

There is hereby created, within the state treasury, the financing statement and annual report filing fee fund, which is continuously appropriated, to provide funds for the operation of the uniform commercial code program and business services electronic filing and retrieval system within the Office of the Secretary of State.

Source: SL 2001, ch 262, § 2; SL 2009, ch 256, § 1.
S.D. Codified Laws § 57A-3-203 — SD Code / Title 57A / Chapter 3 / Section 57A-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.

Source: SL 1994, ch 367, § 3-203.
S.D. Codified Laws § 57A-9-801 — SD Code / Title 57A / Chapter 9 / Section 57A-9-801
Effective date of SL 2012, ch 238
Status: in_force

SL 2012, ch 238 takes effect on July 1, 2013.

Source: SL 2012, ch 238, § 9-801, eff. July 1, 2013.
S.D. Codified Laws § 57A-2-719 — SD Code / Title 57A / Chapter 2 / Section 57A-2-719
Contractual modification or limitation of remedy
Status: in_force

(1) Subject to the provisions of subsections (2) and (3) of this section and of § 57A-2-718 on liquidation and limitation of damages,

(a) The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and

(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this title.

(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

Source: SL 1966, ch 150, § 2-719; SDCL, §§ 57-8-49 to 57-8-51.
S.D. Codified Laws § 57A-4-108 — SD Code / Title 57A / Chapter 4 / Section 57A-4-108
Time of receipt of items
Status: in_force

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

(b) An item or deposit of money received on any day after a cutoff hour so fixed or after the close of the banking day may be treated as being received at the opening of the next banking day.

Source: SL 1994, ch 368, § 4-108.
S.D. Codified Laws § 57A-9-110 — SD Code / Title 57A / Chapter 9 / Section 57A-9-110
Provisions governing security interests arising under other sections
Status: in_force

A security interest arising under § 57A-2-401 , 57A-2-505 , 57A-2-711(3), or 57A-2A-508(5) is subject to this chapter. However, until the debtor obtains possession of the goods:

(1) The security interest is enforceable, even if § 57A-9-203(b)(3) has not been satisfied;

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

(3) The rights of the secured party after default by the debtor are governed by chapter 57A-2 or 57A-2A ; and

(4) The security interest has priority over a conflicting security interest created by the debtor.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-9-622 — SD Code / Title 57A / Chapter 9 / Section 57A-9-622
Effect of acceptance of collateral
Status: in_force

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

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

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

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

(4) Terminates any other subordinate interest.

(b) A subordinate interest is discharged or terminated under subsection (a), even if the secured party fails to comply with this chapter.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-4A-204 — SD Code / Title 57A / Chapter 4A / Section 57A-4A-204
Refund of payment and duty of customer to report with respect to unauthorized payment order
Status: in_force

(a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not effective as the order of the customer under § 57A-4A-202 , or (ii) not enforceable, in whole or in part, against the customer under § 57A-4A-203 , the bank shall refund any payment of the payment order received from the customer to the extent the bank is not entitled to enforce payment and shall pay interest on the refundable amount calculated from the date the bank received payment to the date of the refund. However, the customer is not entitled to interest from the bank on the amount to be refunded if the customer fails to exercise ordinary care to determine that the order was not authorized by the customer and to notify the bank of the relevant facts within a reasonable time not exceeding ninety days after the date the customer received notification from the bank that the order was accepted or that the customer's account was debited with respect to the order. The bank is not entitled to any recovery from the customer on account of a failure by the customer to give notification as stated in this section.

(b) Reasonable time under subsection (a) may be fixed by agreement as stated in § 57A-1-302(b), but the obligation of a receiving bank to refund payment as stated in subsection (a) may not otherwise be varied by agreement.

Source: SL 1991, ch 397, § 1; SL 2008, ch 259, § 39.
S.D. Codified Laws § 57A-9-809 — SD Code / Title 57A / Chapter 9 / Section 57A-9-809
Priority
Status: in_force

SL 2012, ch 238 determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2013, chapter 57A-9 as it existed before July 1, 2013 determines priority.

Source: SL 2012, ch 238, § 9-809, eff. July 1, 2013.
S.D. Codified Laws § 57A-2A-519 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-519
Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods
Status: in_force

(1) Except as otherwise provided with respect to damages liquidated in the lease agreement (§ 57A-2A-504 ) or determined by agreement of the parties (§§ 57A-1-302 and 57A-2A-503 ), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement, whether or not the lease agreement qualifies for treatment under § 57A-2A-518(2), or is by purchase or otherwise, the measure of damages for default by the lessor (§ 57A-2A-508(1)) is the present value as of the date of the default of the difference between the then market rent and the original rent, computed for the remaining lease term of the original lease agreement together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

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

(3) If the lessee has accepted goods and given notification (§ 57A-2A-516(3)), the measure of damages for nonconforming tender or delivery by a lessor is the loss resulting in the ordinary course of events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

(4) The measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty.

Source: SL 1989, ch 419, § 1; SL 1990, ch 390, § 21; SL 2008, ch 259, § 32.
S.D. Codified Laws § 57A-7-202 — SD Code / Title 57A / Chapter 7 / Section 57A-7-202
Form of warehouse receipt--Effect of omission
Status: in_force

(a) A warehouse receipt need not be in any particular form.

(b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:

(1) The location of the warehouse facility where the goods are stored;

(2) The date of issue of the receipt;

(3) The unique identification code of the receipt;

(4) A statement whether the goods received will be delivered to the bearer, to a named person, or to a named person or its order;

(5) The rate of storage and handling charges, but if goods are stored under a field warehousing arrangement, a statement of that fact is sufficient on a nonnegotiable receipt;

(6) A description of the goods or the packages containing them;

(7) The signature of the warehouse or its agent;

(8) If the receipt is issued for goods that the warehouse owns, either solely, jointly, or in common with others, the fact of that ownership; and

(9) A statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, but if the precise amount of advances made or of liabilities incurred is, at the time of the issue of the receipt, unknown to the warehouse or to its agent that issued the receipt, a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

(c) A warehouse may insert in its receipt any terms that are not contrary to the Uniform Commercial Code and do not impair its obligation of delivery under § 57A-7-403 or its duty of care under § 57A-7-204 . Any contrary provisions are ineffective.

Source: SL 2009, ch 254, § 7-202.
S.D. Codified Laws § 57A-9-507 — SD Code / Title 57A / Chapter 9 / Section 57A-9-507
Continuing effectiveness of filed financing statement
Status: in_force

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

(b) Except as otherwise provided in subsection (c) and § 57A-9-508 , a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under § 57A-9-506 .

(c) If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under § 57A-9-503(a) so that the financing statement becomes seriously misleading under § 57A-9-506 :

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

(2) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after that event.

Source: SL 2000, ch 231; SL 2012, ch 238, § 12, eff. July 1, 2013.
S.D. Codified Laws § 57A-9-334 — SD Code / Title 57A / Chapter 9 / Section 57A-9-334
Priority of security interests in fixtures and crops
Status: in_force

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

(b) This chapter does not prevent creation of an encumbrance upon fixtures under real property law.

(c) In cases not governed by subsections (d) through (h), a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.

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

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

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

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

(e) A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:

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

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

(B) Has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;

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

(A) Factory or office machines;

(B) Equipment that is not primarily used or leased for use in the operation of the real property; or

(C) Replacements of domestic appliances that are consumer goods;

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

(4) The security interest is:

(A) Created in a manufactured home in a manufactured - home transaction; and

(B) Perfected pursuant to a statute described in § 57A-9-311 (a)(2).

(f) A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:

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

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

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

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

(i) A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property.

(j) Subsection (i) prevails over any inconsistent statute.

Source: SL 2000, ch 231; SL 2024, ch 198, § 73.
S.D. Codified Laws § 57A-4-105 — SD Code / Title 57A / Chapter 4 / Section 57A-4-105
"Bank"--"Collecting bank"--"Depositary bank"--"Intermediary bank"--"Payor bank"--"Presenting bank"
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) "Collecting bank" means a bank handling an item for collection except the payor bank;

(3) "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;

(4) "Intermediary bank" means a bank to which an item is transferred in course of collection except the depositary or payor bank;

(5) "Payor bank" means a bank that is the drawee of a draft;

(6) "Presenting bank" means a bank presenting an item except a payor bank.

Source: SL 1994, ch 368, § 4-105.
S.D. Codified Laws § 57A-9-309 — SD Code / Title 57A / Chapter 9 / Section 57A-9-309
Security interests that are perfected when they attach
Status: in_force

The following security interests are perfected when they attach:

(1) A purchase - money security interest in consumer goods, except as otherwise provided in § 57A-9-311(b) with respect to consumer goods that are subject to a statute or treaty described in § 57A-9-311(a);

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

(3) A sale of a payment intangible;

(4) A sale of a promissory note;

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

(6) A security interest arising under § 57A-2-401 , 57A-2-505 , 57A-2-711(3), or 57A-2A-508(5), until the debtor obtains possession of the collateral;

(7) A security interest of a collecting bank arising under § 57A-4-210 ;

(8) A security interest of an issuer or nominated person arising under § 57A-5-118 ;

(9) A security interest arising in the delivery of a financial asset under § 57A-9-206(c);

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

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

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

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

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-2A-512 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-512
Lessee's duties as to rightfully rejected goods
Status: in_force

(1) Except as otherwise provided with respect to goods that threaten to decline in value speedily (§ 57A-2A-511 ) and subject to any security interest of a lessee (§ 57A-2A-508(5)):

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

(b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in § 57A-2A-511 ; but

(c) The lessee has no further obligations with regard to goods rightfully rejected.

(2) Action by the lessee pursuant to subsection (1) of this section is not acceptance or conversion.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-2A-530 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-530
Lessor's incidental damages
Status: in_force

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or otherwise resulting from the default.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-9-525 — SD Code / Title 57A / Chapter 9 / Section 57A-9-525
Fees for filing and indexing records
Status: in_force

(a) Except as otherwise provided in subsection (e), the fee for filing and indexing a record under this part, other than an initial financing statement of the kind described in subsection (b), is the amount specified in subsection (c), if applicable, plus:

(1) Twenty-five dollars if the record is communicated in writing and consists of one page, and five dollars for additional pages. One dollar of this fee shall be deposited into the financing statement and annual report filing fee fund;

(2) Twenty dollars if the record is communicated by internet. One dollar of this fee shall be deposited into the financing statement and annual report filing fee fund; and

(3) Twenty-five dollars if the record is communicated by another medium authorized by filing-office rule.

(b) The secretary of state may request a fee for on-line services for UCC data images available on a subscription basis. The office shall deposit any revenue from this fee into the financing statement and annual report filing fee fund.

(c) Except as otherwise provided in subsection (e), the fee for filing, whether communicated in writing, electronically, or another medium authorized by filing-office rule, and indexing an initial financing statement of the following kind is the amount specified in subsection (c), if applicable, plus:

(1) Forty dollars if the financing statement indicates that it is filed in connection with a public-finance transaction;

(2) Forty dollars if the financing statement indicates that it is filed in connection with a manufactured-home transaction.

(d) Except as otherwise provided in subsection (e), if a record is communicated in writing or electronically, the fee for each name more than one required to be indexed is three dollars.

(e) The fee for responding to a request for information from the filing office, including for issuing a certificate showing whether there is on file any financing statement naming a particular debtor, is:

(1) Twenty dollars if the request is communicated in writing; and

(2) Ten dollars if the request is communicated by internet authorized by filing-office rule.

Upon request the filing officer shall furnish a copy of any filed financing statement or statement of assignment for a uniform fee of one dollar per page.

(f) This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under § 57A-9-502(c). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.

Source: SL 2000, ch 231; SL 2001, ch 262, § 1; SL 2003, ch 8, § 29; SL 2009, ch 4, § 24; SL 2009, ch 256, § 2; SL 2016, ch 2, § 12.
S.D. Codified Laws § 57A-2A-202 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-202
Final expression--Parol or extrinsic evidence
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

(a) By course of dealing or usage of trade or by course of performance; and

(b) By evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.

Source: SL 1989, ch 419, § 1; SL 2024, ch 198, § 17.
S.D. Codified Laws § 57A-9-520 — SD Code / Title 57A / Chapter 9 / Section 57A-9-520
Refusal by filing office to accept record
Status: in_force

(a) A filing office shall refuse to accept a record for filing for a reason set forth in § 57A-9-516(b) and may refuse to accept a record for filing only for a reason set forth in § 57A-9-516(b).

(b) If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing - office rule but, in the case of a filing office described in § 57A-9-501(a)(2), in no event more than two business days after the filing office receives the record.

(c) A filed financing statement satisfying § 57A-9-502(a) and (b) is effective, even if the filing office is required to refuse to accept it for filing under subsection (a). However, § 57A-9-338 applies to a filed financing statement providing information described in § 57A-9-516(b)(5) which is incorrect at the time the financing statement is filed.

(d) If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-7-601 — SD Code / Title 57A / Chapter 7 / Section 57A-7-601
Lost, stolen, or destroyed documents of title
Status: in_force

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

(b) A bailee that without court order delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one year after the delivery.

Source: SL 2009, ch 254, § 7-601.
S.D. Codified Laws § 57A-9-406 — SD Code / Title 57A / Chapter 9 / Section 57A-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) and (l), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.

(b) Subject to subsections (h) and (l), notification is ineffective under subsection (a):

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

(2) To the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than this article; 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 subsections (h) and (l), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a).

(d) In this subsection, "promissory note" includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subsections (e) and (k) and §§ 57A-2A-303 and 57A-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 pursuant to a disposition under § 57A-9-610 or an acceptance of collateral under § 57A-9-620 .

(f) Except as otherwise provided in subsection (k) and §§ 57A-2A-303 and 57A-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 subsections (h) and (l), an account debtor may not waive or vary its option under subsection (b)(3).

(h) This section is subject to law other than this article 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) This section prevails over any inconsistent statute.

(k) Subsections (d), (f), and (j) do not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.

(l) Subsections (a), (b), (c), and (g) do not apply to a controllable account or controllable payment intangible.

Source: SL 2000, ch 231; SL 2012, ch 238, § 8, eff. July 1, 2013; SL 2024, ch 198, § 76.
S.D. Codified Laws § 57A-2A-517 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-517
Revocation of acceptance of goods
Status: in_force

(1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if he has accepted it:

(a) Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) Without discovery of the nonconformity if the lessee's acceptance was reasonably induced either by the lessor's assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

(2) Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.

(3) A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected them.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-8-103 — SD Code / Title 57A / Chapter 8 / Section 57A-8-103
Rules for determining whether certain obligations and interests are securities or financial assets
Status: in_force

In this chapter:

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

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

(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this chapter, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

(d) A writing that is a security certificate is governed by this chapter and not by chapter 57A-3 , even though it also meets the requirements of that chapter. However, a negotiable instrument governed by chapter 57A-3 is a financial asset if it is held in a securities account.

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

(f) A commodity contract, as defined in § 57A-9-102 (a)(15), is not a security or a financial asset;

(g) A document of title, as defined in subdivision 57A-1-201 (16), is not a financial asset unless § 57A-8-102 (a)(9)(iii) applies.

(h) A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless § 57A-8-102 (a)(9)(iii) applies.

Source: SL 1998, ch 284, § 1; SL 2000, ch 231, § 14; SL 2009, ch 254, § 823; SL 2024, ch 198, § 39.
S.D. Codified Laws § 57A-9-405 — SD Code / Title 57A / Chapter 9 / Section 57A-9-405
Effect of modification or substitution of assigned contract
Status: in_force

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

(b) Subsection (a) applies to the extent that:

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

(2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under § 57A-9-406(a).

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

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

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-3-310 — SD Code / Title 57A / Chapter 3 / Section 57A-3-310
Effect of instrument on obligation for which taken
Status: in_force

(a) Unless otherwise agreed, if a certified check, cashier's check, or teller's check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an indorser of the instrument.

(b) Unless otherwise agreed and except as provided in subsection (a), if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:

(1) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.

(2) In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.

(3) Except as provided in paragraph (4), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.

(4) If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen, or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee's rights against the obligor are limited to enforcement of the instrument.

(c) If an instrument other than one described in subsection (a) or (b) is taken for an obligation, the effect is (i) that stated in subsection (a) if the instrument is one on which a bank is liable as maker or acceptor, or (ii) that stated in subsection (b) in any other case.

Source: SL 1994, ch 367, § 3-310.
S.D. Codified Laws § 57A-12-106 — SD Code / Title 57A / Chapter 12 / Section 57A-12-106
Discharge of account debtor on controllable account or controllable payment intangible
Status: in_force

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

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

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

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

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

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

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

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

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

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

(d) Subject to subsection (h), notification is ineffective under subsection (b):

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

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

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

(A) Divide a payment;

(B) Make less than the full amount of an installment or other periodic payment; or

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

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

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

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

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

(3) Transfer the powers specified in paragraphs (1) and (2) to another person.

(g) Subject to subsection (h), an account debtor may not waive or vary its rights under subsection (d)(1) and (e) or its option under subsection (d)(3).

(h) This section is subject to law other than this chapter that establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

Source: SL 2024, ch 198, § 98.
S.D. Codified Laws § 57A-8-506 — SD Code / Title 57A / Chapter 8 / Section 57A-8-506
Duty of securities intermediary to exercise rights as directed by entitlement holder
Status: in_force

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:

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

(2) In the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-9-802 — SD Code / Title 57A / Chapter 9 / Section 57A-9-802
Savings clause
Status: in_force

(a) Except as otherwise provided in this part, SL 2012, ch 238 applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.

(b) SL 2012, ch 238 does not affect an action, case, or proceeding commenced before July 1, 2013.

Source: SL 2012, ch 238, § 9-802, eff. July 1, 2013.
S.D. Codified Laws § 57A-2A-218 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-218
Insurance and proceeds
Status: in_force

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

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

(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2) of this section, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.

(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

(5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-9-325 — SD Code / Title 57A / Chapter 9 / Section 57A-9-325
Subordination of security interest created by debtor to security interest created by another person
Status: in_force

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

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

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

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

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

(1) Otherwise would have priority solely under § 57A-9-322(a) or 57A-9-324 ; or

(2) Arose solely under § 57A-2-711(3) or 57A-2A-508(5).

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-2-507 — SD Code / Title 57A / Chapter 2 / Section 57A-2-507
Effect of seller's tender--Delivery on condition
Status: in_force

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

(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.

Source: SL 1966, ch 150, § 2-507; SDCL, §§ 57-6-17, 57-6-18.
S.D. Codified Laws § 57A-2A-515 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-515
Acceptance of goods
Status: in_force

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and:

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

(b) The lessee fails to make an effective rejection of the goods (§ 57A-2A-509(2)).

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-5-107 — SD Code / Title 57A / Chapter 5 / Section 57A-5-107
Confirmer, nominated person, and adviser
Status: in_force

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.

(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

(c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.

(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.

Source: SL 1998, ch 283, § 1.
S.D. Codified Laws § 57A-9-101 — SD Code / Title 57A / Chapter 9 / Section 57A-9-101
Short title
Status: in_force

This chapter may be cited as Uniform Commercial Code--Secured Transactions.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-1-101 — SD Code / Title 57A / Chapter 1 / Section 57A-1-101
Short title
Status: in_force

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

(b) This chapter may be cited as Uniform Commercial Code--General Provisions.

Source: SL 2008, ch 259, § 1.
S.D. Codified Laws § 57A-4-210 — SD Code / Title 57A / Chapter 4 / Section 57A-4-210
Security interest of collecting bank in items, accompanying documents, and proceeds
Status: in_force

(a) A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:

(1) In case of an item deposited in an account, to the extent to which credit given for the item has been withdrawn or applied;

(2) In case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; or

(3) If it makes an advance on or against the item.

(b) If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part, the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.

(c) Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents, and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to chapter 57A-9 , but:

(1) No security agreement is necessary to make the security interest enforceable (§ 57A-9-203(b)(3)(A));

(2) No filing is required to perfect the security interest; and

(3) The security interest has priority over conflicting perfected security interests in the item, accompanying documents, or proceeds.

Source: SL 1994, ch 368, § 4-210; SL 2000, ch 231, § 11; SL 2009, ch 254, § 822.
S.D. Codified Laws § 57A-9-522 — SD Code / Title 57A / Chapter 9 / Section 57A-9-522
Required retention of information from financing statement--Destruction of written record
Status: in_force

(a) The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under § 57A-9-515 with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and:

(1) If the record was filed or recorded in the filing office described in § 57A-9-501(a)(1), by using the file number assigned to the initial financing statement to which the record relates and the date and time that the record was filed or recorded; or

(2) If the record was filed in the filing office described in § 57A-9-501(a)(2), by using the file number assigned to the initial financing statement to which the record relates.

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

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-3-105 — SD Code / Title 57A / Chapter 3 / Section 57A-3-105
Issue of instrument
Status: in_force

(a) "Issue" means:

(1) 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; or

(2) If agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item that enables the depositary bank to collect the item by transferring or presenting under federal law an electronic check.

(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.

Source: SL 1994, ch 367, § 3-105; SL 2024, ch 198, § 22.
S.D. Codified Laws § 57A-9-404 — SD Code / Title 57A / Chapter 9 / Section 57A-9-404
Rights acquired by assignee--Claims and defenses against assignee
Status: in_force

(a) Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:

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

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

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

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

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

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

Source: SL 2000, ch 231; SL 2024, ch 198, § 75.
S.D. Codified Laws § 57A-2A-501 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-501
Default procedure
Status: in_force

(1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter.

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

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

(4) Except as otherwise provided in § 57A-1-305(a) or this chapter or the lease agreement, the rights and remedies referred to in subsections (2) and (3) of this section are cumulative.

(5) If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this chapter as to the goods, or under other applicable law as to both the real property and the goods in accordance with his rights and remedies in respect of the real property, in which case this chapter does not apply.

Source: SL 1989, ch 419, § 1; SL 2008, ch 259, § 30.
S.D. Codified Laws § 57A-7-404 — SD Code / Title 57A / Chapter 7 / Section 57A-7-404
No liability for good-faith delivery pursuant to document of title
Status: in_force

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

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

(2) The person to which the bailee delivered the goods did not have authority to receive the goods.

Source: SL 2009, ch 254, § 7-404.
S.D. Codified Laws § 57A-2-615 — SD Code / Title 57A / Chapter 2 / Section 57A-2-615
Excuse by failure of presupposed conditions
Status: in_force

Except so far as a seller may have assumed a greater obligation and subject to § 57A-2-614 on substituted performance;

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

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

(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.

Source: SL 1966, ch 150, § 2-615; SDCL, §§ 57-7-37 to 57-7-39.
S.D. Codified Laws § 57A-2-512 — SD Code / Title 57A / Chapter 2 / Section 57A-2-512
Payment by buyer before inspection
Status: in_force

(1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:

(a) The nonconformity appears without inspection; or

(b) Despite tender of the required documents the circumstances would justify injunction against honor under this title (§ 57A-5-109(b)).

(2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyer's right to inspect or any of his remedies.

Source: SL 1966, ch 150, § 2-512; SDCL, §§ 57-6-31, 57-6-32; SL 1998, ch 283, § 7.
S.D. Codified Laws § 57A-2-708 — SD Code / Title 57A / Chapter 2 / Section 57A-2-708
Seller's damages for nonacceptance or repudiation
Status: in_force

(1) Subject to subsection (2) and to the provisions of this chapter with respect to proof of market price (§ 57A-2-723 ), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this chapter (§ 57A-2-710 ), but less expenses saved in consequence of the buyer's breach.

(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this chapter (§ 57A-2-710 ), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.

Source: SL 1966, ch 150, § 2-708; SDCL, §§ 57-8-22, 57-8-23.
S.D. Codified Laws § 57A-7-302 — SD Code / Title 57A / Chapter 7 / Section 57A-7-302
Through bills of lading and similar documents of title
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 any person entitled to recover on the document for any breach by the other person or the performing carrier of its obligation under the 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 person 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 document and does not include liability for breach by any other person 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 document occurred:

(1) The amount it may be required to pay to any person entitled to recover on the 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 document for the breach.

Source: SL 2009, ch 254, § 7-302.
S.D. Codified Laws § 57A-9-613 — SD Code / Title 57A / Chapter 9 / Section 57A-9-613
Contents and form of notification before disposition of collateral--General
Status: in_force

(a) Except in a consumer - goods transaction, the following rules apply:

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

(A) Describes the debtor and the secured party;

(B) Describes the collateral that is the subject of the intended disposition;

(C) States the method of intended disposition;

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

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

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

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

(A) Information not specified by that paragraph; or

(B) Minor errors that are not seriously misleading.

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

(5) The following form of notification and the form appearing in § 57A-9-614 (a)(3), when completed in accordance with the instructions in subsection (b) and § 57A-9-614 (b), each provides sufficient information:

NOTIFICATION OF DISPOSITION OF COLLATERAL

To: (Name of debtor, obligor, or other person to which the notification is sent)

From: (Name, address, and telephone number of secured party)

{1} Name of any debtor that is not an addressee: (Name of each debtor)

{2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows:

(Date)

(Time)

(Place)

{3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.

{4} You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license.

{5} If you request an accounting, you must pay a charge of $ (amount).

{6} You may request an accounting by calling us at (telephone number).

[END OF FORM]

(b) The following instructions apply to the form of notification in subsection (a)(5):

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

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

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

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

(5) Include and complete item {5} only if the sender will charge the recipient for an accounting.

Source: SL 2000, ch 231; SL 2024, ch 198, § 84.
S.D. Codified Laws § 57A-9-505 — SD Code / Title 57A / Chapter 9 / Section 57A-9-505
Filing by bailor of goods, licensor, or buyer of payment intangible or promissory note
Status: in_force

(a) A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in § 57A-9-311(a), using the terms "consignor", "consignee", "lessor", "lessee", "bailor", "bailee", "licensor", "licensee", "owner", "registered owner", "buyer", "seller", or words of similar import, instead of the terms "secured party" and "debtor".

(b) This part applies to the filing of a financing statement under subsection (a) and, as appropriate, to compliance that is equivalent to filing a financing statement under § 57A-9-311(b), but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-2A-303 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-303
Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; assignment of rights
Status: in_force

(1) Any interest of a party under a lease contract and the lessor's residual interest in the goods may be transferred unless:

(a) Except as provided in subsection (3)(a) of this section, the transfer is voluntary and the lease contract prohibits the transfer; or

(b) Except as provided in subsection (3)(c) or (d) of this section, the transfer materially changes the duty of or materially increases the burden or risk imposed on the other party to the lease contract, and within a reasonable time after notice of the transfer the other party demands that the transferee comply with subsection (2) of this section and the transferee fails to comply.

(2) Within a reasonable time after demand pursuant to subsection (1)(b) of this section, the transferee shall:

(a) Cure or provide adequate assurance that he will promptly cure any default other than one arising from the transfer;

(b) Compensate or provide adequate assurance that he will promptly compensate the other party to the lease contract and any other person holding an interest in the lease contract, except the party whose interest is being transferred, for any loss to that party resulting from the transfer;

(c) Provide adequate assurance of future due performance under the lease contract; and

(d) Assume the lease contract.

(3)(a) No prohibition upon transfer of any interest of a party under a lease contract or the lessor's residual interest in the goods shall invalidate the creation or enforcement of a security interest in any interest of the lessor under a lease contract or the lessor's residual interest in the goods.

(b) Demand pursuant to subsection (1)(b) of this section is without prejudice to the other party's rights against the transferee and the party whose interest is transferred.

(c) Subsection (1)(b) of this section shall not apply to (i) the creation of a security interest in (A) the interest of the lessor under the lease contract or (B) the lessor's residual interest in the goods, or (ii) the exercise of rights as a secured party pursuant to the security interest other than a transfer of the interest of the lessor under the lease contract or the lessor's residual interest in the goods pursuant to § 57A-9-504 or 57A-9-505 .

(d) Subsection (1)(b) of this section shall not affect the validity of a provision in a lease contract obligating the lessee to keep the lessee's interest in the lease contract or the goods free from liens or encumbrances.

(4) An assignment of "the lease" or of "all my rights under the lease" or an assignment in similar general terms is a transfer of rights, and unless the language or the circumstances, as in an assignment for security, indicate the contrary, the assignment is a delegation of duties by the assignor to the assignee and 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 lease contract.

(5) Unless otherwise agreed by the lessor and the lessee, no delegation of performance relieves the assignor as against the other party of any duty to perform or any liability for default.

(6) A right to damages for default with respect to the whole lease contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.

(7) To prohibit the transfer of an interest of a party under a lease contract, the language of prohibition must be specific, by a writing, and conspicuous.

Source: SL 1989, ch 419, § 1; SL 1990, ch 390, § 8.
S.D. Codified Laws § 57A-9-525.1 — SD Code / Title 57A / Chapter 9 / Section 57A-9-525.1
Effect of filing with register of deeds prior to July 1, 1986--Continuation or amendment thereof
Status: in_force

For the purposes of former § 57A-9-401 , a filing made in the county office of register of deeds prior to July 1, 1986, which has not lapsed prior to July 1, 1986, shall remain effective for the period provided by this title. Any continuation of or amendment to such filing shall be made with the secretary of state. Such central filing shall be accompanied by a certified copy of the original filed financing statement.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-9-339 — SD Code / Title 57A / Chapter 9 / Section 57A-9-339
Subordination by agreement
Status: in_force

This chapter does not preclude subordination by agreement by a person entitled to priority.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-4A-507 — SD Code / Title 57A / Chapter 4A / Section 57A-4A-507
Choice of law
Status: in_force

(a) The following rules apply unless the affected parties otherwise agree or subsection (c) applies:

(1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.

(2) The rights and obligations between the beneficiary's bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary's bank is located.

(3) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary's bank is located.

(b) If the parties described in each paragraph of subsection (a) have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.

(c) A funds - transfer system rule may select the law of a particular jurisdiction to govern (i) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or (ii) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made pursuant to clause (i) is binding on participating banks. A choice of law made pursuant to clause (ii) is binding on the originator, other sender, or a receiving bank having notice that the funds - transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds - transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.

(d) In the event of inconsistency between an agreement under subsection (b) and a choice - of - law rule under subsection (c), the agreement under subsection (b) prevails.

(e) If a funds transfer is made by use of more than one funds - transfer system and there is inconsistency between choice - of - law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.

Source: SL 1991, ch 397, § 1; SL 1992, ch 336, § 4.
S.D. Codified Laws § 57A-2-328 — SD Code / Title 57A / Chapter 2 / Section 57A-2-328
Sale by auction
Status: in_force

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

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

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

(4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.

Source: SL 1966, ch 150, § 2-328; SDCL, §§ 57-4-70 to 57-4-73.
S.D. Codified Laws § 57A-3-111 — SD Code / Title 57A / Chapter 3 / Section 57A-3-111
Place of payment
Status: in_force

Except as otherwise provided for items in chapter 57A-4 , an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.

Source: SL 1994, ch 367, § 3-111.
S.D. Codified Laws § 57A-13-201 — SD Code / Title 57A / Chapter 13 / Section 57A-13-201
Saving clause
Status: in_force

Except as provided in Part 3, a transaction validly entered into before July 1, 2024, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than title 57A or, if applicable, title 57A, as though this chapter had not taken effect.

Source: SL 2024, ch 198, § 103.
S.D. Codified Laws § 57A-3-504 — SD Code / Title 57A / Chapter 3 / Section 57A-3-504
Excused presentment and notice of dishonor
Status: in_force

(a) Presentment for payment or acceptance of an instrument is excused if (i) the person entitled to present the instrument cannot with reasonable diligence make presentment, (ii) the maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings, (iii) by the terms of the instrument presentment is not necessary to enforce the obligation of indorsers or the drawer, (iv) the drawer or indorser whose obligation is being enforced has waived presentment or otherwise has no reason to expect or right to require that the instrument be paid or accepted, or (v) the drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.

(b) Notice of dishonor is excused if (i) by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument, or (ii) the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.

(c) Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate.

Source: SL 1994, ch 367, § 3-504.
S.D. Codified Laws § 57A-2-322 — SD Code / Title 57A / Chapter 2 / Section 57A-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.

(b) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.

Source: SL 1966, ch 150, § 2-322; SDCL, §§ 57-4-53 to 57-4-55.
S.D. Codified Laws § 57A-9-314.1 — SD Code / Title 57A / Chapter 9 / Section 57A-9-314.1
Perfection by possession and control of chattel paper
Status: in_force

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

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

(c) Section 57A-9-313 (c) and (f) through (i) applies to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.

Source: SL 2024, ch 198, § 64.
S.D. Codified Laws § 57A-4-201 — SD Code / Title 57A / Chapter 4 / Section 57A-4-201
Status of collecting bank as agent and provisional status of credits--Applicability of chapter--Item indorsed "pay any bank"
Status: in_force

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

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

(1) Returned to the customer initiating collection; or

(2) Specially endorsed by a bank to a person who is not a bank.

Source: SL 1994, ch 368, § 4-201.
S.D. Codified Laws § 57A-2A-503 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-503
Modification or impairment of rights and remedies
Status: in_force

(1) Except as otherwise provided in this chapter, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter.

(2) Resort to a remedy provided under this chapter or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this chapter.

(3) Consequential damages may be liquidated under § 57A-2A-504 , or may otherwise be limited, altered, or excluded unless the limitation, alteration, or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

(4) Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this chapter.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-4A-202 — SD Code / Title 57A / Chapter 4A / Section 57A-4A-202
Authorized and verified payment orders
Status: in_force

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

(b) If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if (i) the security procedure is a commercially reasonable method of providing security against unauthorized payment orders, and (ii) the bank proves that it accepted the payment order in good faith and in compliance with the bank's obligations under the security procedure and any agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer. The bank is not required to follow an instruction that violates an agreement with the customer, evidenced by a record, or notice of which is not received at a time and in a manner affording the bank a reasonable opportunity to act on it before the payment order is accepted.

(c) Commercial reasonableness of a security procedure is a question of law to be determined by considering the wishes of the customer expressed to the bank, the circumstances of the customer known to the bank, including the size, type and frequency of payment orders normally issued by the customer to the bank, alternative security procedures offered to the customer and security procedures in general use by customers and receiving banks similarly situated. A security procedure is deemed to be commercially reasonable if (i) the security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer, and (ii) the customer expressly agreed in a record to be bound by any payment order, whether or not authorized, issued in its name and accepted by the bank in compliance with the bank's obligations under the security procedure chosen by the customer.

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

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

(f) Except as provided in this section and in § 57A-4A-203 (a)(1), rights and obligations arising under this section or § 57A-4A-203 may not be varied by agreement.

Source: SL 1991, ch 397, § 1; SL 2024, ch 198, § 27.
S.D. Codified Laws § 57A-2-718 — SD Code / Title 57A / Chapter 2 / Section 57A-2-718
Liquidation or limitation of damages--Deposits
Status: in_force

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

(2) Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his payment exceeds

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

(b) In the absence of such terms, twenty percent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars, whichever is smaller.

(3) The buyer's right to restitution under subsection (2) is subject to offset to the extent that the seller establishes

(a) A right to recover damages under the provisions of this chapter other than subsection (1), and

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

(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (§ 57A-2-706 ).

Source: SL 1966, ch 150, § 2-718; SDCL, §§ 57-8-45 to 57-8-48.
S.D. Codified Laws § 57A-3A-107 — SD Code / Title 57A / Chapter 3A / Section 57A-3A-107
Holder as holder in due course after notice given and complaint or defense not asserted
Status: in_force

The holder of an instrument, defined as "consumer paper" by § 57A-3A-102 may be deemed a holder in due course if the assignee gives written notice to the retail buyer as provided in § 57A-3A-106 , and the assignee receives no written notification from the retail buyer of a complaint or defense as provided in § 57A-3A-106 .

Source: SL 1973, ch 295, § 4; SDCL Supp, § 57-10A-7.
S.D. Codified Laws § 57A-3-119 — SD Code / Title 57A / Chapter 3 / Section 57A-3-119
Notice of right to defend action
Status: in_force

In an action for breach of an obligation for which a third person is answerable over pursuant to this chapter or chapter 57A-4 , the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states (i) that the person notified may come in and defend and (ii) that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.

Source: SL 1994, ch 367, § 3-119.
S.D. Codified Laws § 57A-9-310 — SD Code / Title 57A / Chapter 9 / Section 57A-9-310
When filing required to perfect security interest or agricultural lien--Security interests and agricultural liens to which filing provisions do not apply
Status: in_force

(a) Except as otherwise provided in subsection (b) and § 57A-9-312 (b), a financing statement must be filed to perfect all security interests and agricultural liens.

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

(1) That is perfected under § 57A-9-308 (d), (e), (f), or (g);

(2) That is perfected under § 57A-9-309 when it attaches;

(3) In property subject to a statute, regulation, or treaty described in § 57A-9-311 (a);

(4) In goods in possession of a bailee which is perfected under § 57A-9-312 (d)(1) or (2);

(5) In certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under § 57A-9-312 (e), (f), or (g);

(6) In collateral in the secured party's possession under § 57A-9-313 ;

(7) In a certificated security which is perfected by delivery of the security certificate to the secured party under § 57A-9-313 ;

(8) In controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, investment property, or letter-of-credit rights which is perfected by control under § 57A-9-314 ;

(8.1) In chattel paper which is perfected by possession and control under § 57A-9-314.1 ;

(9) In proceeds which is perfected under § 57A-9-315 ;

(10) That is perfected under § 57A-9-316 ; or

(11) Subject to §§ 49-34-11 to 49-34-11.4 , inclusive.

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

Source: SL 2000, ch 231; SL 2009, ch 254, § 830; SL 2024, ch 198, § 60.
S.D. Codified Laws § 57A-9-205 — SD Code / Title 57A / Chapter 9 / Section 57A-9-205
Effect of debtor's right to use or dispose of collateral--Requirement of possession
Status: in_force

(a) A security interest is not invalid or fraudulent against creditors solely because:

(1) The debtor has the right or ability to:

(A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;

(B) Collect, compromise, enforce, or otherwise deal with collateral;

(C) Accept the return of collateral or make repossessions; or

(D) Use, commingle, or dispose of proceeds; or

(2) The secured party fails to require the debtor to account for proceeds or replace collateral.

(b) This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-2-511 — SD Code / Title 57A / Chapter 2 / Section 57A-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 title on the effect of an instrument on an obligation, payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.

Source: SL 1966, ch 150, § 2-511; SDCL, §§ 57-6-28 to 57-6-30.
S.D. Codified Laws § 57A-2-107 — SD Code / Title 57A / Chapter 2 / Section 57A-2-107
Goods to be severed from realty--Recording
Status: in_force

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

(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

(3) The provisions of this section are subject to any third - party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.

Source: SL 1966, ch 150, § 2-107; SDCL, §§ 57-2-20 to 57-2-22; SL 1982, ch 347, § 3.
S.D. Codified Laws § 57A-3-601 — SD Code / Title 57A / Chapter 3 / Section 57A-3-601
Discharge and effect of discharge
Status: in_force

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

(b) Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.

Source: SL 1994, ch 367, § 3-601.
S.D. Codified Laws § 57A-2-610 — SD Code / Title 57A / Chapter 2 / Section 57A-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 (§ 57A-2-703 or 57A-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 (§ 57A-2-704 ).

Source: SL 1966, ch 150, § 2-610; SDCL, § 57-7-27.
S.D. Codified Laws § 57A-8-511 — SD Code / Title 57A / Chapter 8 / Section 57A-8-511
Priority among security interests and entitlement holders
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.

(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.

(c) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-9-707 — SD Code / Title 57A / Chapter 9 / Section 57A-9-707
Pre-effective-date financing statement--Amendment, continuation, termination
Status: in_force

(a) In this section, "pre - effective - date financing statement" means a financing statement filed before July 1, 2001.

(b) After July 1, 2001, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre - effective - date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3. However, the effectiveness of a pre - effective - date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Except as otherwise provided in subsection (d), if the law of this state governs perfection of a security interest, the information in a pre - effective - date financing statement may be amended after July 1, 2001, only if:

(1) The pre - effective - date financing statement and an amendment are filed in the office specified in § 57A-9-501 ;

(2) An amendment is filed in the office specified in § 57A-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies § 57A-9-706(c); or

(3) An initial financing statement that provides the information as amended and satisfies § 57A-9-706(c) is filed in the office specified in § 57A-9-501 .

(d) If the law of this state governs perfection of a security interest, the effectiveness of a pre - effective - date financing statement may be continued only under § 57A-9-705(d) and (f) or 57A-9-706 .

(e) Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre - effective - date financing statement filed in this state may be terminated after July 1, 2001, by filing a termination statement in the office in which the pre - effective - date financing statement is filed, unless an initial financing statement that satisfies § 57A-9-706(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.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-9-304 — SD Code / Title 57A / Chapter 9 / Section 57A-9-304
Law governing perfection and priority of security interests in deposit accounts
Status: in_force

(a) The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank's jurisdiction.

(b) The following rules determine a bank's jurisdiction for purposes of this part:

(1) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction for purposes of this part, this chapter, or the Uniform Commercial Code, that jurisdiction is the bank's jurisdiction.

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

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

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

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

Source: SL 2000, ch 231; SL 2024, ch 198, § 56.
S.D. Codified Laws § 57A-3-407 — SD Code / Title 57A / Chapter 3 / Section 57A-3-407
Alteration
Status: in_force

(a) "Alteration" means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

(b) Except as provided in subsection (c), an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

(c) A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument (i) according to its original terms, or (ii) in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.

Source: SL 1994, ch 367, § 3-407.
S.D. Codified Laws § 57A-2A-221 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-221
Casualty to identified goods
Status: in_force

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or § 57A-2A-219 , then:

(a) If the loss is total, the lease contract is avoided; and

(b) If the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his option either treat the lease contract as avoided or, except in a finance lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.

Source: SL 1989, ch 419, § 1; SL 1990, ch 390, § 7.
S.D. Codified Laws § 57A-2A-530.1 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-530.1
Lessor's right to recover for damage to residual interest
Status: in_force

In addition to any other recovery permitted by this chapter, the lessor shall be entitled to recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.

Source: SL 1990, ch 390, § 26.
S.D. Codified Laws § 57A-1-104 — SD Code / Title 57A / Chapter 1 / Section 57A-1-104
Construction against implied repeal
Status: in_force

This title being a general act intended as a unified coverage of its subject matter, no part of it may be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

Source: SL 2008, ch 259, § 4.
S.D. Codified Laws § 57A-2A-212 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-212
Implied warranty of merchantability
Status: in_force

(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.

(2) Goods to be merchantable must be at least such as

(a) Pass without objection in the trade under the description in the lease agreement;

(b) In the case of fungible goods, are of fair average quality within the description;

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

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

(e) Are adequately contained, packaged and labeled as the lease agreement may require; and

(f) Conform to any promises or affirmations of fact made on the container or label.

(3) Other implied warranties may arise from course of dealing or usage of trade.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-3-422 — SD Code / Title 57A / Chapter 3 / Section 57A-3-422
Circumstances under which issuer of dishonored check liable--Reasonable costs and expenses
Status: in_force

Any person who issues a check or other draft to the state or any of its political subdivisions that is not honored for any of the following reasons upon presentation is liable for all reasonable costs and expenses of collection:

(1) The drawer's account is closed;

(2) The drawer's account does not have sufficient funds; or

(3) The drawer does not have sufficient credit with the drawee.

The costs and expenses provided for in this section are considered reasonable if they do not exceed forty dollars.

Source: SL 1989, ch 420; SDCL § 57A-3-421 ; SL 2000, ch 144, § 4; SL 2015, ch 245, § 1.
S.D. Codified Laws § 57A-2A-305 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-305
Sale or sublease of goods by lessee
Status: in_force

(1) Subject to the provisions of § 57A-2A-303 , a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and § 57A-2A-511(4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:

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

(b) The delivery was in exchange for a check which is later dishonored; or

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

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

(3) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-2-616 — SD Code / Title 57A / Chapter 2 / Section 57A-2-616
Procedure on notice claiming excuse
Status: in_force

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under § 57A-2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this chapter relating to breach of installment contracts (§ 57A-2-612 ), then also as to the whole,

(a) Terminate and thereby discharge any unexecuted portion of the contract; or

(b) Modify the contract by agreeing to take his available quota in substitution.

(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days the contract lapses with respect to any deliveries affected.

(3) The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under § 57A-2-615 .

Source: SL 1966, ch 150, § 2-616; SDCL, §§ 57-7-40 to 57-7-42.
S.D. Codified Laws § 57A-8-206 — SD Code / Title 57A / Chapter 8 / Section 57A-8-206
Completion or alteration of security certificate
Status: in_force

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

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

(2) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-3A-106 — SD Code / Title 57A / Chapter 3A / Section 57A-3A-106
Notice to buyer of assignment of paper--Contents--Defenses waived by failure to notify holder
Status: in_force

The assignee shall give written notice of the fact of assignment to the retail buyer. Such notification shall contain conspicuous notice to the retail buyer that the retail buyer has sixty days within which to notify the holder in writing of any complaint or defense the retail buyer may have against the retail seller; and that if such written notification of the complaint or defense is not received by the holder within such sixty - day period, the holder shall have the right to enforce such instrument free of any such defenses or setoff the retail buyer may have against the retail seller, and thereafter such instrument shall not be deemed consumer paper.

Source: SL 1973, ch 295, § 4; SDCL Supp, § 57-10A-6.
S.D. Codified Laws § 57A-7-201 — SD Code / Title 57A / Chapter 7 / Section 57A-7-201
Person that may issue a warehouse receipt--Storage under bond
Status: in_force

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

(b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.

Source: SL 2009, ch 254, § 7-201.
S.D. Codified Laws § 57A-12-107 — SD Code / Title 57A / Chapter 12 / Section 57A-12-107
Governing law
Status: in_force

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

(b) For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record's jurisdiction governs a matter covered by § 57A-12-106 unless an effective agreement determines that the local law of another jurisdiction governs.

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

(1) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this chapter or title 57A, that jurisdiction is the controllable electronic record's jurisdiction.

(2) If paragraph (1) does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this chapter or title 57A, that jurisdiction is the controllable electronic record's jurisdiction.

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

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

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

(d) If subsection (c)(5) applies and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this chapter is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection, "Article 12" means Article 12 of Uniform Commercial Code Amendments (2022).

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

(f) The rights acquired under § 57A-12-104 by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase.

Source: SL 2024, ch 198, § 99.
S.D. Codified Laws § 57A-3-116 — SD Code / Title 57A / Chapter 3 / Section 57A-3-116
Joint and several liability--Contribution
Status: in_force

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

(b) Except as provided in § 57A-3-419(e) or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (b) of a party having the same joint and several liability to receive contribution from the party discharged.

Source: SL 1994, ch 367, § 3-116.
S.D. Codified Laws § 57A-3-414 — SD Code / Title 57A / Chapter 3 / Section 57A-3-414
Obligation of drawer
Status: in_force

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

(b) If an unaccepted draft is dishonored, the drawer is obliged to pay the draft (i) according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or (ii) if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in §§ 57A-3-115 and 57A-3-407 . The obligation is owed to a person entitled to enforce the draft or to an indorser who paid the draft under § 57A-3-415 .

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

(d) If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the acceptor is the same as the obligation of an indorser under section § 57A-3-415(a) and (c).

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

(f) If (i) a check is not presented for payment or given to a depositary bank for collection within thirty days after its date, (ii) the drawee suspends payments after expiration of the thirty - day period without paying the check, and (iii) because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds.

Source: SL 1994, ch 367, § 3-414.
S.D. Codified Laws § 57A-2-318 — SD Code / Title 57A / Chapter 2 / Section 57A-2-318
Third-party beneficiaries of warranties express or implied
Status: in_force

A seller's warranty whether express or implied extends to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section.

Source: SL 1966, ch 150, § 2-318; SDCL, § 57-4-41.
S.D. Codified Laws § 57A-9-108 — SD Code / Title 57A / Chapter 9 / Section 57A-9-108
Sufficiency of description of property
Status: in_force

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

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

(1) Specific listing;

(2) Category;

(3) Except as otherwise provided in subsection (e), a type of collateral defined in the Uniform Commercial Code;

(4) Quantity;

(5) Computational or allocational formula or procedure; or

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

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

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

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

(2) The underlying financial asset or commodity contract.

(e) A description only by type of collateral defined in the Uniform Commercial Code is an insufficient description of:

(1) A commercial tort claim; or

(2) A consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-9-529 — SD Code / Title 57A / Chapter 9 / Section 57A-9-529
Financing statement and annual report filing fee fund--Excess balance reverted
Status: in_force

At the end of each fiscal year, any funds in the financing statement and annual report filing fee fund, not otherwise appropriated, in excess of fifty thousand dollars, revert to the general fund.

Source: SL 2001, ch 262, § 4; SL 2009, ch 256, § 4; SL 2025, ch 189, § 7.
S.D. Codified Laws § 57A-2-308 — SD Code / Title 57A / Chapter 2 / Section 57A-2-308
Absence of specified place for delivery
Status: in_force

Unless otherwise agreed

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

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

(c) Documents of title may be delivered through customary banking channels.

Source: SL 1966, ch 150, § 2-308; SDCL, § 57-4-14.
S.D. Codified Laws § 57A-9-402 — SD Code / Title 57A / Chapter 9 / Section 57A-9-402
Secured party's liability for debtor's acts or omissions
Status: in_force

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.

Source: SL 2000, ch 231.
S.D. Codified Laws § 57A-3-103 — SD Code / Title 57A / Chapter 3 / Section 57A-3-103
Definitions
Status: in_force

(a) In this chapter:

(1) "Acceptor" means a drawee who has accepted a draft.

(2) "Drawee" means a person ordered in a draft to make payment.

(3) "Drawer" means a person who signs or is identified in a draft as a person ordering payment.

(4) (Reserved.)

(5) "Maker" means a person who signs or is identified in a note as a person undertaking to pay.

(6) "Order" means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.

(7) "Ordinary care" in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate the bank's prescribed procedures and the bank's procedures do not vary unreasonably from general banking usage not disapproved by this chapter or chapter 57A-4 .

(8) "Party" means a party to an instrument.

(9) "Promise" means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.

(10) "Prove" with respect to a fact means to meet the burden of establishing the fact (§ 57A-1-201(8)).

(11) "Remitter" means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.

(b) Other definitions applying to this chapter and the sections in which they appear are:

"Acceptance" § 57A-3-409

"Accommodated party" § 57A-3-419

"Accommodation party" § 57A-3-419

"Alteration" § 57A-3-407

"Anomalous indorsement" § 57A-3-205

"Blank indorsement" § 57A-3-205

"Cashier's check" § 57A-3-104

"Certificate of deposit" § 57A-3-104

"Certified check" § 57A-3-409

"Check" § 57A-3-104

"Consideration" § 57A-3-303

"Draft" § 57A-3-104

"Holder in due course" § 57A-3-302

"Incomplete instrument" § 57A-3-115

"Indorsement" § 57A-3-204

"Indorser" § 57A-3-204

"Instrument" § 57A-3-104

"Issue" § 57A-3-105

"Issuer" § 57A-3-105

"Negotiable instrument" § 57A-3-104

"Negotiation" § 57A-3-201

"Note" § 57A-3-104

"Payable at a definite time" § 57A-3-108

"Payable on demand" § 57A-3-108

"Payable to bearer" § 57A-3-109

"Payable to order" § 57A-3-109

"Payment" § 57A-3-602

"Person entitled to enforce" § 57A-3-301

"Presentment" § 57A-3-501

"Reacquisition" § 57A-3-207

"Special indorsement" § 57A-3-205

"Teller's check" § 57A-3-104

"Transfer of instrument" § 57A-3-203

"Traveler's check" § 57A-3-104

"Value" § 57A-3-303

(c) The following definitions in other chapters apply to this chapter:

"Bank" § 57A-4-105

"Banking day" § 57A-4-104

"Clearing house" § 57A-4-104

"Collecting bank" § 57A-4-105

"Depositary bank" § 57A-4-105

"Documentary draft" § 57A-4-104

"Intermediary bank" § 57A-4-105

"Item" § 57A-4-104

"Payor bank" § 57A-4-105

"Suspends payments" § 57A-4-104

(d) In addition, chapter 57A-1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

Source: SL 1994, ch 367, § 3-103; SL 2008, ch 259, § 35.
S.D. Codified Laws § 57A-2-102 — SD Code / Title 57A / Chapter 2 / Section 57A-2-102
Scope--Certain security and other transactions excluded from this chapter
Status: in_force

(1) Unless the context otherwise requires, and except as provided in subsection (3), this chapter applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2).

(2) In a hybrid transaction:

(a) If the sale-of-goods aspects do not predominate, only the provisions of this chapter which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.

(b) If the sale-of-goods aspects predominate, this chapter applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.

(3) This chapter does not:

(a) Apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or

(b) Impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.

Source: SL 1966, ch 150, § 2-102; SDCL, § 57-2-2; SL 2024, ch 198, § 6.
S.D. Codified Laws § 57A-2-506 — SD Code / Title 57A / Chapter 2 / Section 57A-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.

Source: SL 1966, ch 150, § 2-506; SDCL §§ 57-6-15, 57-6-16; SL 2009, ch 254, § 813.
S.D. Codified Laws § 57A-5-118 — SD Code / Title 57A / Chapter 5 / Section 57A-5-118
Issuer's security interest in document presented under letter of credit
Status: in_force

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

(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to chapter 57A-9 , but:

(1) A security agreement is not necessary to make the security interest enforceable under § 57A-9-203(b)(3);

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

(3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.

Source: SL 2000, ch 231, § 12.
S.D. Codified Laws § 57A-4A-301 — SD Code / Title 57A / Chapter 4A / Section 57A-4A-301
Execution and execution date
Status: in_force

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

(b) "Execution date" of a payment order means the day on which the receiving bank may properly issue a payment order in execution of the sender's order. The execution date may be determined by instruction of the sender but cannot be earlier than the day the order is received and, unless otherwise determined, is the day the order is received. If the sender's instruction states a payment date, the execution date is the payment date or an earlier date on which execution is reasonably necessary to allow payment to the beneficiary on the payment date.

Source: SL 1991, ch 397, § 1.
S.D. Codified Laws § 57A-8-504 — SD Code / Title 57A / Chapter 8 / Section 57A-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.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-8-405 — SD Code / Title 57A / Chapter 8 / Section 57A-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 § 57A-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.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-9-525.4 — SD Code / Title 57A / Chapter 9 / Section 57A-9-525.4
Fee for crop or livestock effective finance statement microfiche master list
Status: in_force

The annual registration fee for the crop or livestock effective finance statement microfiche master list is one hundred twenty dollars.

Source: SL 2003, ch 8, § 30.
S.D. Codified Laws § 57A-4-213 — SD Code / Title 57A / Chapter 4 / Section 57A-4-213
Medium and time of settlement by bank
Status: in_force

(a) With respect to settlement by a bank, the medium and time of settlement may be prescribed by federal reserve regulations or circulars, clearing - house rules, and the like, or agreement. In the absence of such prescription:

(1) The medium of settlement is cash or credit to an account in a federal reserve bank of or specified by the person to receive settlement; and

(2) The time of settlement, is:

(i) With respect to tender of settlement by cash, a cashier's check, or teller's check, when the cash or check is sent or delivered;

(ii) With respect to tender of settlement by credit in an account in a federal reserve bank, when the credit is made;

(iii) With respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or

(iv) With respect to tender of settlement by a funds transfer, when payment is made pursuant to § 57A-4A-406(a) to the person receiving settlement.

(b) If the tender of settlement is not by a medium authorized by subsection (a) or the time of settlement is not fixed by subsection (a), no settlement occurs until the tender of settlement is accepted by the person receiving settlement.

(c) If settlement for an item is made by cashier's check or teller's check and the person receiving settlement, before its midnight deadline:

(1) Presents or forwards the check for collection, settlement is final when the check is finally paid; or

(2) Fails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.

(d) If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item.

Source: SL 1994, ch 368, § 4-213.
S.D. Codified Laws § 57A-4A-501 — SD Code / Title 57A / Chapter 4A / Section 57A-4A-501
Variation by agreement and effect of funds-transfer system rule
Status: in_force

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

(b) "Funds - transfer system rule" means a rule of an association of banks (i) governing transmission of payment orders by means of a funds - transfer system of the association or rights and obligations with respect to those orders, or (ii) to the extent the rule governs rights and obligations between banks that are parties to a funds - transfer in which a federal reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary's bank. Except as otherwise provided in this chapter, a funds - transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this chapter and indirectly affects another party to the funds transfer who does not consent to the rule. A funds - transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in §§ 57A-4A-404(c), 57A-4A-405(d) and 57A-4A-507(c).

Source: SL 1991, ch 397, § 1.
S.D. Codified Laws § 57A-2A-511 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-511
Merchant lessee's duties as to rightfully rejected goods
Status: in_force

(1) Subject to any security interest of a lessee (§ 57A-2A-508(5)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions a merchant lessee shall make reasonable efforts to sell, lease or otherwise dispose of the goods for the lessor's account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(2) If a merchant lessee (subsection (1)) or any other lessee (§ 57A-2A-512 ) disposes of goods, he is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding ten percent of the gross proceeds.

(3) In complying with this section or § 57A-2A-512 , the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.

(4) A purchaser who purchases in good faith from a lessee pursuant to this section or § 57A-2A-512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this chapter.

Source: SL 1989, ch 419, § 1.
S.D. Codified Laws § 57A-13-305 — SD Code / Title 57A / Chapter 13 / Section 57A-13-305
Priority
Status: in_force

(a) Subject to subsections (b) and (c), SL 2024, ch 198 determines the priority of conflicting claims to collateral.

(b) Subject to subsection (c), if the priorities of claims to collateral were established before July 1, 2024, chapter 57A-9 as in effect before July 1, 2024, determines priority.

(c) On the adjustment date, to the extent the priorities determined by chapter 57A-9 as amended by SL 2024, ch 198 modify the priorities established before July 1, 2024, the priorities of claims to Article 12 property and electronic money established before July 1, 2024, cease to apply.

Source: SL 2024, ch 198, § 108.
S.D. Codified Laws § 57A-7-509 — SD Code / Title 57A / Chapter 7 / Section 57A-7-509
Adequate compliance with commercial contract
Status: in_force

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by chapter 57A-2 , 57A-2A , or 57A-5 .

Source: SL 2009, ch 254, § 7-509.
S.D. Codified Laws § 57A-2-209 — SD Code / Title 57A / Chapter 2 / Section 57A-2-209
Modification, rescission, and waiver
Status: in_force

(1) An agreement modifying a contract within this chapter needs no consideration to be binding.

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

(3) The requirements of the statute of frauds section of this chapter, § 57A-2-201 , must be satisfied if the contract as modified is within their provisions.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsections (2) or (3) it can operate as a waiver.

(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

Source: SL 1966, ch 150, § 2-209; SDCL, §§ 57-3-19 to 57-3-23; SL 2024, ch 198, § 12.
S.D. Codified Laws § 57A-2-324 — SD Code / Title 57A / Chapter 2 / Section 57A-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 (§ 57A-2-613 ).

Source: SL 1966, ch 150, § 2-324; SDCL, §§ 57-4-59, 57-4-60.
S.D. Codified Laws § 57A-2-611 — SD Code / Title 57A / Chapter 2 / Section 57A-2-611
Retraction of anticipatory repudiation
Status: in_force

(1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation canceled or materially changed his position or otherwise indicated that he considers the repudiation final.

(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this chapter (§ 57A-2-609 ).

(3) Retraction reinstates the repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.

Source: SL 1966, ch 150, § 2-611; SDCL, §§ 57-7-28 to 57-7-30.
S.D. Codified Laws § 57A-9-107.2 — SD Code / Title 57A / Chapter 9 / Section 57A-9-107.2
No requirement to acknowledge or confirm--No duties
Status: in_force

(a) A person that has control under § 57A-9-104 , 57A-9-105 , or 57A-9-105.1 is not required to acknowledge that it has control on behalf of another person.

(b) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this chapter otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgement to any other person.

Source: SL 2024, ch 198, § 48.
S.D. Codified Laws § 57A-4-211 — SD Code / Title 57A / Chapter 4 / Section 57A-4-211
When bank gives value for purposes of holder in due course
Status: in_force

For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of § 57A-3-302 on what constitutes a holder in due course.

Source: SL 1994, ch 368, § 4-211.
S.D. Codified Laws § 57A-5-113 — SD Code / Title 57A / Chapter 5 / Section 57A-5-113
Transfer by operation of law
Status: in_force

(a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.

(b) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection (e), an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in § 57A-5-108(e) or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.

(c) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.

(d) Honor of a purported successor's apparently complying presentation under subsection (a) or (b) has the consequences specified in § 57A-5-108(i) even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of § 57A-5-109 .

(e) An issuer whose rights of reimbursement are not covered by subsection (d) or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection (b).

(f) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.

Source: SL 1998, ch 283, § 1.
S.D. Codified Laws § 57A-8-403 — SD Code / Title 57A / Chapter 8 / Section 57A-8-403
Demand that issuer not register transfer
Status: in_force

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

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

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

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

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

(c) The period described in subsection (b)(3) may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

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

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

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

(e) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-2A-526 — SD Code / Title 57A / Chapter 2A / Section 57A-2A-526
Lessor's stoppage of delivery in transit or otherwise
Status: in_force

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

(2) In pursuing its remedies under subsection (1) of this section, the lessor may stop delivery until:

(a) Receipt of the goods by the lessee;

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

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

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

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

(c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

Source: SL 1989, ch 419, § 1; SL 2009, ch 254, § 820.
S.D. Codified Laws § 57A-7-209 — SD Code / Title 57A / Chapter 7 / Section 57A-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 thereof 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 which a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

(b) The warehouse may also reserve a security interest under chapter 57A-9 against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection (a), such as for money advanced and interest. A security interest is governed by chapter 57A-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 that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good faith purchaser for value would have been valid. 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 covering the goods to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or sell; or with power to obtain delivery under § 57A-7-403 ; or with power of disposition under § 57A-2-403 , 57A-2A-304(2), 57A-2A-305(2), or 57A-9-320 or other statute or rule of law; or

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

(d) A warehouse's lien on household goods for charges and expenses in relation to the goods under subsection (a) is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, "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.

Source: SL 2009, ch 254, § 7-209.
S.D. Codified Laws § 57A-1-302 — SD Code / Title 57A / Chapter 1 / Section 57A-1-302
Variation by agreement
Status: in_force

(a) Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement.

(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c) The presence in certain provisions of this title of the phrase "unless otherwise agreed," or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.

Source: SL 2008, ch 259, § 16.
S.D. Codified Laws § 57A-9-313 — SD Code / Title 57A / Chapter 9 / Section 57A-9-313
When possession by or delivery to secured party perfects security interest without filing
Status: in_force

(a) Except as otherwise provided in subsection (b), a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under § 57A-8-301 .

(b) With respect to goods covered by a certificate of title issued by this state, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in § 57A-9-316 (d).

(c) With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the debtor's business, when:

(1) The person in possession signs a record acknowledging that it holds possession of the collateral for the secured party's benefit; or

(2) The person takes possession of the collateral after having signed a record acknowledging that it will hold possession of the collateral for the secured party's benefit.

(d) If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs no earlier than the time the secured party takes possession and continues only while the secured party retains possession.

(e) A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under § 57A-8-301 and remains perfected by delivery until the debtor obtains possession of the security certificate.

(f) A person in possession of collateral is not required to acknowledge that it holds possession for a secured party's benefit.

(g) If a person acknowledges that it holds possession for the secured party's benefit:

(1) The acknowledgment is effective under subsection (c) or § 57A-8-301 (a), even if the acknowledgment violates the rights of a debtor; and

(2) Unless the person otherwise agrees or law other than this article otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.

(h) A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor's business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:

(1) To hold possession of the collateral for the secured party's benefit; or

(2) To redeliver the collateral to the secured party.

(i) A secured party does not relinquish possession, even if a delivery under subsection (h) violates the rights of a debtor. A person to which collateral is delivered under subsection (h) does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this article otherwise provides.

Source: SL 2000, ch 231; SL 2009, ch 254, § 832; SL 2024, ch 198, § 62.
S.D. Codified Laws § 57A-2-702 — SD Code / Title 57A / Chapter 2 / Section 57A-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 (§ 57A-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 section 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 (§ 57A-2-403 ). Successful reclamation of goods excludes all other remedies with respect to them.

Source: SL 1966, ch 150, § 2-702; SDCL, §§ 57-8-2 to 57-8-4.
S.D. Codified Laws § 57A-8-406 — SD Code / Title 57A / Chapter 8 / Section 57A-8-406
Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
Status: in_force

If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under § 57A-8-404 or a claim to a new security certificate under § 57A-8-405 .

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-8-104 — SD Code / Title 57A / Chapter 8 / Section 57A-8-104
Acquisition of security or financial asset or interest therein
Status: in_force

(a) A person acquires a security or an interest therein, under this chapter, if:

(1) The person is a purchaser to whom a security is delivered pursuant to § 57A-8-301 ; or

(2) The person acquires a security entitlement to the security pursuant to § 57A-8-501 .

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

(c) A person who acquires a security entitlement to a security or other financial asset has the rights specified in Part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in § 57A-8-503 .

(d) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (a) or (b).

Source: SL 1998, ch 284, § 1.
S.D. Codified Laws § 57A-9-204.1 — SD Code / Title 57A / Chapter 9 / Section 57A-9-204.1
Attachment of security interest in transactions entered into between June 30, 1978, and July 1, 1979
Status: in_force

In transactions entered into after June 30, 1978, and prior to July 1, 1979, whereby the intent of the transaction was to create a security interest pursuant to this title, that security interest shall be deemed to have attached at the time there was agreement that it attach, when value was given, and when the debtor had rights in the collateral, unless an explicit agreement postponed the time of attaching.

Source: SL 2000, ch 231.