9A V.S.A. § 725 — VT Code / Title 9A / Chapter 2 / Section 725
§§ 2-725. Statute of limitations in contracts for sale
Status: in_force

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

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

(3) Where an action commenced within the time limited by subsection (1) of this section is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this title becomes effective.
9A V.S.A. § 501 — VT Code / Title 9A / Chapter 8 / Section 501
§§ 8-501. Securities account; acquisition of security entitlement from securities intermediary
Status: in_force

(a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

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

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

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

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

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

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

(e) Issuance of a security is not establishment of a security entitlement.
9 V.S.A. § 4172 — VT Code / Title 9 / Chapter 115 / Section 4172
§ 4172. Enforcement of warranties
Status: in_force

(a) Every new motor vehicle as defined in section 4171 of this title sold in this State must conform to all applicable warranties.

(b) It shall be the manufacturer's obligation under this chapter to ensure that all new motor vehicles sold, leased, or registered in this State conform with manufacturer's express warranties. The manufacturer may delegate responsibility to its agents or authorized dealers; provided, however, in the event the manufacturer delegates its responsibility under this chapter to its agents or authorized dealers, it shall compensate the dealer for all work performed by the dealer in satisfaction of the manufacturer's responsibility under this chapter in the manner set forth in chapter 108 of this title known as the “Motor Vehicle Manufacturers, Distributors, and Dealers' Franchising Practices Act” as that act may be from time to time amended.

(c) If a new motor vehicle does not conform to all applicable express warranties and the consumer reports the nonconformity to the manufacturer, its agent, or authorized dealer during the term of the warranty, the manufacturer shall cause whatever repairs are necessary to conform the vehicle to the warranties, notwithstanding the fact that the repairs are made after the expiration of a warranty term.

(d) A manufacturer, its agent, or authorized dealer shall not refuse to provide a consumer with a written repair order and shall provide to the consumer each time the consumer's vehicle is brought in for examination or repair of a defect a written summary of the complaint and a fully itemized statement indicating all work performed on the vehicle including examination of the vehicle, parts, and labor.

(e)(1) If, after a reasonable number of attempts, the manufacturer, its agent, or authorized dealer or its delegate is unable to conform the motor vehicle to any express warranty by repairing or correcting any defect or condition covered by the warranty that substantially impairs the use, market value, or safety of the motor vehicle to the consumer, the manufacturer shall, at the option of the consumer within 30 days of the effective date of the Board's order, either:

(A) Replace the motor vehicle with a new motor vehicle from the same manufacturer, if available, of comparable worth to the same make and model with all options and accessories with appropriate adjustments being allowed for any model year differences.

(B) Accept return of the vehicle from the consumer and refund to the consumer the full purchase price or to the lessee in the case of leased vehicles, as provided in subsection (i) of this section. In those instances in which a refund is tendered, the manufacturer shall refund to the consumer the full purchase price as indicated in the purchase contract and all credits and allowances for any trade-in or downpayment, finance charges, credit charges, registration fees, and any similar charges and incidental and consequential damages or, in the case of leased vehicles, as provided in subsection (i) of this section. Refunds shall be made to the consumer and lien holder, if any, as their interests may appear or to the motor vehicle lessor and lessee as provided in subsection (i) of this section. A reasonable allowance for use shall be that amount directly attributable to use by the consumer prior to his or her first repair attempt and shall be calculated by multiplying the full purchase price of the vehicle by a fraction having as its denominator 100,000 and having as its numerator the number of miles that the vehicle traveled prior to the first attempt at repairing the vehicle. If the manufacturer refunds the purchase price or a portion of the price to the consumer, any Vermont motor vehicle purchase and use tax paid shall be refunded by the State to the consumer in the proportionate amount. To receive a refund, the consumer must file a claim with the Commissioner of Motor Vehicles within 90 days of the effective date of the order.

(2) In the case of a recreation vehicle, the warrantor of the chassis shall be responsible for any refund under subdivision (1)(B) of this subsection or under subsection (i) of this section, even if the consumer's or lessee's right to the refund results from a nonconformity caused by the final stage assembler of the completed recreation vehicle or by another warranted component subject to this chapter.

(f) It shall be an affirmative defense to any claim under this chapter that an alleged nonconformity does not substantially impair the use, market value, or safety, or that the nonconformity is the result of abuse, neglect, or unauthorized modifications or alterations of a motor vehicle by a consumer.

(g) It shall be presumed that a reasonable number of attempts have been undertaken to conform a motor vehicle to the applicable warranties if:

(1) the same nonconformity as identified in any written examination or repair order has been subject to repair at least three times by the manufacturer, its agent, or authorized dealer and at least the first repair attempt occurs within the express warranty term and the same nonconformity continues to exist; or

(2) the vehicle is out of service by reason of repair of one or more nonconformities, defects, or conditions for a cumulative total of 30 or more calendar days during the term of the express warranty. The term of any warranty and the 30-day period shall be extended by any period of time during which repair services were not available to the consumer because of war, invasion, strike, fire, flood, or other natural disaster. If an extension of time is necessitated due to these conditions, the manufacturer shall cause provision for the free use of a vehicle to the consumer whose vehicle is out of service. A vehicle shall not be deemed out of service if it is available to the consumer for a major part of the day.

(h) In order for an attempt at repair to qualify for the presumptions of this section, the attempt at repair must be evidenced by a written examination or repair order issued by the manufacturer, its agent, or its authorized dealer. The presumptions of this section shall only apply to three attempts at repair evidenced by written examination or repair orders undertaken by the same agent or authorized dealer, unless the consumer shows good cause for taking the vehicle to a different agent or authorized dealer.

(i) In cases in which the lessee elects a replacement vehicle, a collateral change with appropriate adjustments for any model year difference or excess mileage, or both, shall be incorporated into an amended lease agreement. In cases in which a refund is tendered by a manufacturer for a leased motor vehicle under subsection (e) of this section, the refund and rights of the motor vehicle lessor, lessee, and manufacturer shall be in accordance with the following:

(1) The manufacturer shall provide to the lessee the aggregate deposit and rental payments previously paid to the motor vehicle lessor by the lessee, and incidental and consequential damages, if applicable, minus a reasonable allowance for use and allocated payments for purchase and use tax. The aggregate deposit shall include all cash payments and trade-in allowances tendered by the lessee to the motor vehicle lessor under the lease agreement. The reasonable allowance for use shall be calculated by multiplying the aggregate deposit and rental payments made by the lessee on the motor vehicle by a fraction having as its denominator the number of miles allowed in the lease contract and having as its numerator the number of miles that the vehicle traveled prior to the first attempt at repairing the vehicle. Any miles in excess of those allowed in the lease contract shall be added to the mileage at the first repair attempt or first day out of service prior to calculating the reasonable allowance for use.

(2) The manufacturer shall provide to the motor vehicle lessor the aggregate of the following:

(A) the lessor's actual purchase cost, less payments made by the lessee;

(B) the freight cost, if applicable;

(C) the cost for dealer or manufacturer-installed accessories, if applicable;

(D) any fee paid to another to obtain the lease; and

(E) an amount equal to five percent of the lessor's actual purchase cost. The amount in this subdivision shall be instead of any early termination costs as defined in subdivision 4171(3) of this chapter or as described in the lease agreement.

(3) Vermont motor vehicle purchase and use tax shall be refunded by the State to whomever paid the tax. The party must file a claim with the Commissioner of Motor Vehicles within 90 days of the effective date of the order.

(4) The lessee's lease agreement with the motor vehicle lessor and all contractual obligations shall be terminated upon a decision of the Board in favor of the lessee as of the effective date of the order. The lessee shall not be liable for any further costs or charges to the manufacturer or motor vehicle lessor under the lease agreement.

(5) The motor vehicle lessor shall release the motor vehicle title to the manufacturer upon payment by the manufacturer under the provisions of this subsection.

(6) The Board shall give notice to the motor vehicle lessor of the lessee's filing of a request for arbitration under this chapter and shall notify the motor vehicle lessor of the date, time, and place scheduled for a hearing before the Board. The motor vehicle lessor shall provide testimony and evidence necessary to the arbitration proceedings. Any decision of the Board shall be binding upon the motor vehicle lessor.
9A V.S.A. § 205 — VT Code / Title 9A / Chapter 4 / Section 205
§§ 4-205. Depositary bank holder of unindorsed item
Status: in_force

If a customer delivers an item to a depositary bank for collection:

(1) the depositary bank becomes a holder of the item at the time it receives the item for collection if the customer at the time of delivery was a holder of the item, whether or not the customer indorses the item, and, if the bank satisfies the other requirements of section 3—302 of this title, it is a holder in due course; and

(2) the depositary bank warrants to collecting banks, the payor bank or other payor, and the drawer that the amount of the item was paid to the customer or deposited to the customer's account.
9A V.S.A. § 205 — VT Code / Title 9A / Chapter 2A / Section 205
§§ 2A-205. Firm offers
Status: in_force

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
9 V.S.A. § 3022 — VT Code / Title 9 / Chapter 82 / Section 3022
§ 3022. Purchase of nonferrous scrap, metal articles, proprietary articles, and railroad scrap
Status: in_force

(a) Catalytic converters.

(1) A scrap metal processor shall not purchase more than one used and detached catalytic converter per day from any person, other than a motor vehicle recycler or motor vehicle repair shop.

(2) A person, other than a motor vehicle recycler or motor vehicle repair shop, shall not transport simultaneously two or more used and detached catalytic converters unless:

(A) each catalytic converter is engraved or otherwise permanently marked with the vehicle identification number of the vehicle from which it was removed; and

(B) the person transporting the catalytic converter has in the person's possession documentation demonstrating proof of lawful ownership as specified in subdivision (b)(1) of this section.

(b) Documentation required for sale. A scrap metal processor may purchase nonferrous scrap, metal articles, proprietary articles, and railroad scrap only if the scrap metal processor complies with all the following procedures:

(1) At the time of sale, the processor:

(A) requires the seller to provide a current government-issued photographic identification that indicates the seller's full name, current address, and date of birth, and records in a permanent ledger the identification information of the seller, the time and date of the transaction, the license number of the seller's vehicle, and a description of the items received from the seller; and

(B) requests and, collects:

(i) third-party documentation that establishes that the seller lawfully owns the items to be sold, such as a bill of sale, itemized receipt, or letter of authorization signed by the person from whom the seller purchased the item; or

(ii) a written affidavit of ownership that states that the seller lawfully owns the items to be sold.

(2) After purchasing an item from a person who does not provide a bill of sale, itemized receipt, or letter of authorization signed by the person from whom the seller purchased the item pursuant to subdivision (1)(B)(i) of this subsection, the processor:

(A) submits to the Department of Public Safety not later than the close of the following business day a report that describes the item and the seller's identifying information required in subdivision (1)(A) of this subsection; and

(B) holds the item for at least 10 days following purchase.

(c) Retention of records. The information collected by a scrap metal processor pursuant to this section shall be retained for at least five years at the processor's normal place of business or other readily accessible and secure location. On request, this information shall be made available to any law enforcement official or authorized security agent of a governmental entity who provides official credentials at the scrap metal processor's business location during regular business hours.
9 V.S.A. § 5303 — VT Code / Title 9 / Chapter 150 / Section 5303
§ 5303. Securities registration by coordination
Status: in_force

(a) A security for which a registration statement has been filed under 15 U.S.C. § 77a et seq. in connection with the same offering may be registered by coordination under this section.

(b) A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in section 5305 of this chapter and a consent to service of process complying with section 5611 of this chapter:

(1) a copy of the latest form of prospectus filed under 15 U.S.C. § 77a et seq.;

(2) a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this chapter;

(3) copies of any other information or any other records filed by the issuer under 15 U.S.C. § 77a et seq. requested by the Commissioner; and

(4) an undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.

(c) A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when both the following conditions are satisfied:

(1) the issuer or applicant and the Commissioner or the Commissioner's designee have not mutually agreed to delay effectiveness for a specified period of time, or a stop order issued under subsection (d) of this section or section 5306 of this chapter or by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under section 5306 of this chapter; and

(2) the registration statement has been on file for at least 20 days or a shorter period provided by rule adopted or order issued under this chapter.

(d) The registrant shall promptly notify the Commissioner in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the Commissioner may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The Commissioner shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

(e) If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the Commissioner, the registration statement is automatically effective under this chapter when all the conditions are satisfied or waived. If the registrant notifies the Commissioner of the date when the federal registration statement is expected to become effective, the Commissioner shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the Commissioner intends the institution of a proceeding under section 5306 of this chapter. The notice by the Commissioner does not preclude the institution of such a proceeding.
9A V.S.A. § 301 — VT Code / Title 9A / Chapter 4A / Section 301
§§ 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.
9A V.S.A. § 515 — VT Code / Title 9A / Chapter 2A / Section 515
§§ 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 (§ 2A—509(2)).

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
9 V.S.A. § 3061 — VT Code / Title 9 / Chapter 83 / Section 3061
§ 3061. Issuance and revocation
Status: in_force

(a) The selectboard members may license for one year, or a less time, suitable persons to keep restaurants, or other places dispensing food or drink to the public, and inns or hotels in their respective towns, and may revoke such licenses granted by them or by their predecessors when the public good requires it. This subsection shall not apply to homes catering to tourists, tearooms, or tourist camps.

(b) The judges of the Superior Court may grant licenses to keep inns or hotels in unorganized towns and gores in their respective counties and may revoke the same when the public good so requires.

(c) A person who keeps an inn, hotel, restaurant, or other place dispensing food or drink to the public without a license, when one is required, as provided in subsections (a) and (b) of this section, shall be fined not less than $10.00 nor more than $50.00.
9 V.S.A. § 4021 — VT Code / Title 9 / Chapter 103 / Section 4021
§ 4021. Definitions
Status: in_force

As used in this chapter:

(1) “Person” refers to any individual, partnership, corporation, association, or other organization.

(2) “Trading stamp” refers to any stamp or similar device issued in connection with the retail sale of merchandise or service, as a cash discount or for any other marketing purpose, that entitles the rightful holder, on its due presentation for redemption, to receive merchandise, service, or cash. This term, however, shall not mean any redeemable device used by the manufacturer or packer of an article in advertising or selling it.

(3) “Trading stamp company” refers to any person engaged in distributing trading stamps for retail issuance by others, or in redeeming trading stamps for retailers, in any way or under any guise.
9 V.S.A. § 5411 — VT Code / Title 9 / Chapter 150 / Section 5411
§ 5411. Postregistration requirements
Status: in_force

(a) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22, a rule adopted or order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investment advisers registered or required to be registered under this chapter.

(b) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22, a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall file such financial reports as are required by a rule adopted or order issued under this chapter. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22:

(1) a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this chapter;

(2) broker-dealer records required to be maintained under subdivision (1) of this subsection may be maintained in any form of data storage acceptable under 15 U.S.C. § 78q(a) if they are readily accessible to the Commissioner; and

(3) investment adviser records required to be maintained under subdivision (1) of this subsection may be maintained in any form of data storage required by rule adopted or order issued under this chapter.

(d) The records of a broker-dealer registered or required to be registered under this chapter and of an investment adviser registered or required to be registered under this chapter are subject to such reasonable periodic, special, or other audits or inspections by a representative of the Commissioner, within or without this State, as the Commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The Commissioner may copy, and remove for audit or inspection copies of, all records the Commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The Commissioner may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22, a rule adopted or order issued under this chapter may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount to be established by rule or order. The Commissioner may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this chapter whose net capital exceeds, or of an investment adviser registered under this chapter whose minimum financial requirements exceed, the amounts required by rule or order under this chapter. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in subdivision 5509(j)(2) of this chapter.

(f) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22, an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer, and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) With respect to an investment adviser registered or required to be registered under this chapter, a rule adopted or order issued under this chapter may require that information or other record be furnished or disseminated to clients or prospective clients in this State as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) A rule adopted or order issued under this chapter may require an individual registered under section 5402 or 5404 of this chapter to participate in a continuing education program approved by the Securities and Exchange Commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this chapter may require continuing education for an individual registered under section 5404.
9 V.S.A. § 1952 — VT Code / Title 9 / Chapter 51 / Section 1952
§ 1952. Enforcement by sale
Status: in_force

When the debt secured thereby remains unpaid for three months after such lien attaches, the person having such lien, except as provided in section 1954 of this title, may sell such property at public auction in the town where such lien accrues. Notice of the time, place, and purpose of such sale shall be posted in two or more public places in such town at least 10 days prior thereto, and he or she may apply the proceeds of such sale to the satisfaction of the debt due him or her and the expenses of such sale. The surplus remaining shall be paid to the proper owner thereof within 10 days thereafter, or deposited for his or her benefit in the treasury of the town where the sale occurs.
9A V.S.A. § 609 — VT Code / Title 9A / Chapter 2 / Section 609
§§ 2-609. Right to adequate assurance of performance
Status: in_force

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

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

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
9 V.S.A. § 2287 — VT Code / Title 9 / Chapter 57 / Section 2287
§ 2287. Value
Status: in_force

(a) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or another person.

(b) For the purposes of subdivision 2288(a)(2) and section 2289 of this title, a person gives a reasonably equivalent value if the person acquires an interest of the debtor in an asset pursuant to a regularly conducted, nonconclusive foreclosure sale or execution of a power of sale for the acquisition or disposition of the interest of the debtor upon default under a mortgage, deed of trust, or security agreement.

(c) A transfer is made for present value if the exchange between the debtor and the transferee is intended by them to be contemporaneous and is in fact substantially contemporaneous.
9 V.S.A. § 4087 — VT Code / Title 9 / Chapter 108 / Section 4087
§ 4087. Transportation damages
Status: in_force

(a) Notwithstanding the terms, provisions, or conditions of any agreement or franchise, the manufacturer is liable for all damages to motor vehicles before delivery to a carrier or transporter.

(b) If a new motor vehicle dealer determines the method of transportation, the risk of loss passes to the dealer upon delivery of the vehicle to the carrier.

(c) In every other instance, the risk of loss remains with the manufacturer until such time as the new motor vehicle dealer or his or her designee accepts the vehicle from the carrier.

(d)(1) On any new motor vehicle, a manufacturer or distributor shall disclose in writing to a dealer and a dealer shall disclose in writing to the ultimate purchaser any uncorrected damage or any corrected damage to the vehicle, as measured by retail repair costs, if the corrected damage exceeds the following percentage of the manufacturer's suggested retail price, as defined in 15 U.S.C. §§ 1231-1233:

(A) five percent up to the first $10,000.00; and

(B) two percent on any amount over $10,000.00.

(2) Damage to glass, tires, wheels, and bumpers shall be excluded from the calculation required in this subsection when replaced by identical manufacturer's original equipment.
9A V.S.A. § 410 — VT Code / Title 9A / Chapter 3 / Section 410
§§ 3-410. Acceptance varying draft
Status: in_force

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

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

(c) If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.
9 V.S.A. § 2387 — VT Code / Title 9 / Chapter 60 / Section 2387
§ 2387. Waiver
Status: in_force

No act or agreement of the lessee shall be deemed a waiver of any of the provisions of this chapter, except for a waiver made in settlement of a claim asserted under this chapter.
9 V.S.A. § 4301 — VT Code / Title 9 / Chapter 133 / Section 4301
§ 4301. Definitions
Status: in_force

The term “equity security” when used in this chapter means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security that the Commissioner of Financial Regulation shall consider to be of similar nature and consider necessary or appropriate, by such rules and regulations as he or she may prescribe in the public interest or for the protection of investors, to treat as an equity security.
9A V.S.A. § 505 — VT Code / Title 9A / Chapter 9 / Section 505
§§ 9-505. Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions
Status: in_force

(a) A consignor, lessor, or other bailor of goods 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 subsection 9—311(a) of this title, using the terms “consignor”, “consignee”, “lessor”, “lessee”, “bailor”, “bailee”, “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) of this section and, as appropriate, to compliance that is equivalent to filing a financing statement under subsection 9—311(b) of this title, 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, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.
9 V.S.A. § 2382 — VT Code / Title 9 / Chapter 60 / Section 2382
§ 2382. Agricultural finance leases
Status: in_force

(a) An agricultural finance lease, including any lease amendments, shall be in writing, dated, and signed by the lessee and the lessor. The lease shall be completed before being signed by the lessee. The lease need not be contained in a single document. A copy of the lease shall be provided to the lessee at the time of execution.

(b) The printed portion of an agricultural finance lease, and the accompanying disclosure sheet if not incorporated into the lease, other than instructions for completion, shall be in a size equal to at least eight-point type. The contract shall be designated in a size equal to at least 10-point bold type as an “agricultural finance lease ” and shall contain the following notice in a size equal to at least 10-point bold type.

“NOTICE TO THE LESSEE—DO NOT SIGN THIS LEASE IN BLANK. YOU ARE ENTITLED TO A COPY OF THE LEASE AT THE TIME YOU SIGN. KEEP IT TO PROTECT YOUR LEGAL RIGHTS.”

(c) The provisions of section 2454 of this title, requiring a lessor to disclose a lessee's right to cancel a lease, shall apply to an agricultural finance lease that is a “home solicitation sale,” as that term is defined by section 2451a of this title.
9A V.S.A. § 507 — VT Code / Title 9A / Chapter 9 / Section 507
§§ 9-507. Effect of certain events on effectiveness of 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) of this section and section 9-508 of this title, a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under section 9-506 of this title.

(c) If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under subsection 9-503(a) of this title so that the financing statement becomes seriously misleading under section 9-506 of this title:

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

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.
9A V.S.A. § 308 — VT Code / Title 9A / Chapter 7 / Section 308
§§ 7-308. Enforcement of carrier's lien
Status: in_force

(a) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification shall include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

(b) Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but shall be retained by the carrier, subject to the terms of the bill of lading and this article.

(c) A carrier may buy at any public sale pursuant to this section.

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

(e) A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.

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

(g) A carrier's lien may be enforced pursuant to either subsection (a) of this section or the procedure set forth in subsection 7—210(b) of this title.

(h) A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.
9A V.S.A. § 403 — VT Code / Title 9A / Chapter 4A / Section 403
§§ 4A-403. Payment by sender to receiving bank
Status: in_force

(a) Payment of the sender's obligation under section 4A—402 of this title to pay the receiving bank occurs as follows:

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

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

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

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

(c) If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under section 4A—402 of this title will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank shall be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.

(d) In a case not covered by subsection (a) of this section , the time when payment of the sender's obligation under subsection 4A—402(b) or 4A—402(c) of this title occurs is governed by applicable principles of law that determine when an obligation is satisfied.
9 V.S.A. § 4079 — VT Code / Title 9 / Chapter 107 / Section 4079
§ 4079. Remedies
Status: in_force

(a) A person damaged as a result of a violation of this chapter may bring an action against the violator in a Vermont court of competent jurisdiction for damages, together with the actual costs of the action, including reasonable attorney's fees, injunctive relief against unlawful termination or substantial change of competitive circumstances, and such other relief as the court deems appropriate.

(b) A provision in a dealer agreement that purports to deny access to the procedures, forums, or remedies provided by the laws of this State is void and unenforceable.

(c) Notwithstanding subsection (b) of this section, a dealer agreement may include a provision for binding arbitration of disputes. Any arbitration shall be consistent with the provisions of this chapter and 12 V.S.A. chapter 192, and the place of any arbitration shall be in the county in which the dealer's principal place of business is maintained in this State.
9A V.S.A. § 502 — VT Code / Title 9A / Chapter 2A / Section 502
§§ 2A-502. Notice after default
Status: in_force

Except as otherwise provided in this article or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.
9A V.S.A. § 101 — VT Code / Title 9A / Chapter 9 / Section 101
§§ 9-101. Short title
Status: in_force

This article may be cited as Uniform Commercial Code—Secured Transactions.
9A V.S.A. § 107 — VT Code / Title 9A / Chapter 5 / Section 107
§§ 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) of this section. 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.
9 V.S.A. § 2482i — VT Code / Title 9 / Chapter 63 / Section 2482i
§ 2482i. Credit card terminal; finance lease provisions
Status: in_force

The following provisions apply to a finance lease for the use of a credit card terminal:

(1) Plain language. The party primarily responsible for drafting the finance lease shall use plain language designed to be understood by ordinary consumers, presented in a reasonable format, typeface, and font.

(2) Finance lease; costs; disclosure. The finance lease shall specify:

(A) the terms of the finance lease;

(B) the total price of the finance lease;

(C) the total monthly payment due, including any recurring monthly fees or charges;

(D) any other penalties, charges, or fees and the conditions under which they may be incurred;

(E) whether the consumer has the option to purchase the credit card terminal and if so, the purchase price and terms; and

(F) if the lessor does not offer the option to purchase the credit card terminal, a disclaimer that the lessee may be able to purchase the same or a similar credit card terminal from another source.

(3) Relationship to bundled processing services and fees.

(A) If the lessor of a credit card terminal or an affiliated business offers to deliver services for the terminal, including credit card processing services, the delivery of services shall be the subject of a service agreement between the service provider and the consumer that is separate from the finance lease.

(B) The service agreement shall specify:

(i) the terms governing the delivery of services;

(ii) the total price for the services;

(iii) the total monthly payment due, including any recurring monthly fees or charges, for the services;

(iv) any other penalties, charges, or fees and the conditions under which they may be incurred.

(C) If the lessor or its affiliated business offers a discount for bundling the credit card terminal finance lease with the delivery of services, the lessor shall separately state in the finance lease and the service agreement the information required in subdivisions (2) and (3)(B) of this section for each bundled and unbundled package offered.

(4) Contact information. The finance lease shall clearly and conspicuously identify the lessor of the credit card terminal and the name, mailing address, telephone number, e-mail address or website, and relationship to the lessor of:

(A) the person to whom the lessee is required to make payments for the credit card terminal;

(B) the person whom the lessee should contact with questions or problems concerning the credit card terminal;

(C) the person to whom the lessee should deliver the credit card terminal for return or repair; and

(D) the sales representative or other person acting with actual or apparent authority on behalf of the lessor to solicit the finance lease.

(5) Prohibited provisions..

(A) If the judicial forum chosen by the parties to the lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.

(B) A lessor shall not collect any charge or fee for business personal property tax on the credit card terminal unless the tax is actually imposed.

(6) Duty to retain and provide finance lease; right to cancel..

(A) A lessor shall provide a copy of the executed finance lease to the lessee and shall retain a written or electronic copy of the finance lease for not less than four years after the lease terminates.

(B) A lessee shall have the right to cancel a finance lease not later than 45 days after the lessor provides a copy of the executed finance lease to the lessee.

(C) If the lessee exercises his or her right to cancel:

(i) the lessor may retain any payments made by the lessee after the lessor delivered a copy of the executed finance lease;

(ii) the lessor may impose a reasonable cancellation fee, not to exceed the total monthly payment amount specified in subdivision (2)(C) of this section.
9 V.S.A. § 3157 — VT Code / Title 9 / Chapter 84 / Section 3157
§ 3157. Certification statements
Status: in_force

(a) Manufacturers of products covered by this chapter shall certify to the Department that those products are in compliance with the provisions of this chapter.

(b) Each product, or its packaging that is visible to a retail consumer, shall specify the product's energy efficiency level in a manner established by rule of the Department.

(c) The Department may require, by rule, other information necessary to permit the determination that products covered by this chapter comply with the standards established by this chapter.
9A V.S.A. § 403 — VT Code / Title 9A / Chapter 3 / Section 403
§§ 3-403. Unauthorized signature
Status: in_force

(a) Unless otherwise provided in this article or Article 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this article.

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

(c) The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this article which makes the unauthorized signature effective for the purposes of this article.
9 V.S.A. § 41a — VT Code / Title 9 / Chapter 4 / Section 41a
§ 41a. Legal rates
Status: in_force

(a) Except as specifically provided by law, the rate of interest or the sum allowed for forbearance or use of money shall be 12 percent per annum computed by the actuarial method.

(b) The rate of interest or the sum allowed:

(1) For single payment loans by lenders regulated by Title 8 and federal savings and loan associations, the finance charge shall not exceed 18 percent per annum.

(2) For a retail installment contract the finance charge shall not exceed 18 percent per annum of the first $500.00 of the balance subject to finance charges and 15 percent per annum of the balance subject to finance charges in excess of $500.00.

(3) For a bank credit card account or revolving line of credit the rate shall be the rate agreed upon by the lender and the borrower. However, except for cash advances, no finance charge may be imposed for any monthly billing period in which there is no previous balance, or during which the sum of the payments received and other credits issued are equal to or exceed the amount of the previous balance.

(4) For a loan or extension of credit secured by motor vehicles, mobile homes, travel trailers, aircraft, watercraft, and farm equipment, of the current and previous model year, the interest rate shall not exceed 18 percent per annum. For a loan or extension of credit secured by such collateral older than the current or previous model year, the interest rate shall not exceed 20 percent per annum.

(5) For an installment loan not otherwise limited by subdivisions (1)-(4) of this subsection, the interest rate shall not exceed 24 percent per annum on the first $1,000.00 of the aggregate balance outstanding; and shall not exceed 12 percent per annum of the aggregate balance outstanding in excess of $1,000.00; or 18 percent annual percentage rate on the aggregate balance outstanding, whichever is higher.

(6) A lender may charge interest rates on loans secured by deposits in excess of the rates otherwise allowed in this section only to the extent that such higher rate is required to comply with Federal Deposit Insurance Corporation, Federal Home Loan Bank, and Federal Reserve Board regulations.

(7) For a loan or extension of credit secured by a subordinate lien against real estate, the interest rate shall not exceed 18 percent per annum. All such lien documents shall include a power of sale pursuant to 12 V.S.A. chapter 172, subchapter 4.

(8) For a loan or extension of credit secured by a first lien against real estate, the interest rate may be the same as may be charged by any financial institution or seller of residential real estate under the provisions of the federal Depository Institutions Deregulation and Monetary Control Act of 1980, as amended.

(9) For a retail charge agreement the finance charge shall be the rate or rates agreed upon by the parties to such charge agreement but not to exceed 21 percent per annum. However, no finance charge may be imposed for any monthly billing period in which there is no previous balance, or during which the sum of the payments received and other credits issued are equal to or exceed the amount of the previous balance. The term “billing period” shall mean the time interval between periodic statement dates. A billing period shall be considered a month or monthly if the last day of each billing period is on the same day of each month or does not vary by more than four days therefrom. For a retail charge agreement, the periodic billing can be no less than 1/48th of the balance as of the last advance.

(c) For the purpose of this section, the term “lender” shall include natural persons, partnerships, associations, and corporations or other entities whether organized under the laws of Vermont, of the United States, or of any other state or country who make or who have made a loan or loans subject to the laws of Vermont.

(d) Actuarial method

(1) Unless otherwise specifically provided by law, all interest on closed-end accounts, loans, or extensions of credit charged under this or any section shall be computed only on the outstanding balance subject to finance charge by the actuarial method of calculation. On all closed-end accounts, loans, or extensions of credit, interest shall be based on a 365-day year and on a 366-day year during a leap year, except in the case of loans secured by residential properties or to finance income producing business or activity where a 30-day month 360-day year interest calculation may be used. Interest shall not be paid, deducted, or added to principal in advance, except that the advance collection of interest for a period not to exceed 30 days shall be permitted upon origination of a mortgage loan.

(2) “Actuarial method” means the method of allocating payments made on a debt between the amount financed and the finance or other charges pursuant to which a payment is applied first to the accumulated finance or other charges and any remainder is subtracted from, or any deficiency is added to, the unpaid balance of the amount financed. The Commissioner may adopt rules not inconsistent with the Federal Truth in Lending Act further defining the term and prescribing its application.
9A V.S.A. § 407 — VT Code / Title 9A / Chapter 2A / Section 407
§§ 2A-407. Irrevocable promises: finance leases
Status: in_force

(1) In the case of a finance lease that is not a consumer lease the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.

(2) A promise that has become irrevocable and independent under subsection (1) of this section:

(a) is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and

(b) is not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.

(3) This section does not affect the validity under any other law of a covenant in any lease contract making the lessee's promises irrevocable and independent upon the lessee's acceptance of the goods.
9 V.S.A. § 2727 — VT Code / Title 9 / Chapter 73 / Section 2727
§ 2727. Placed in service report
Status: in_force

The Secretary shall furnish each registered dealer and service person with a supply of report forms to be known as “placed in service reports.” Such a form shall be executed in triplicate, shall include the assigned registration number, and shall be signed by a registered dealer or service person after making a repair, adjustment, or the sale and installation of a new, repaired, rebuilt, exchanged, or used weighing or measuring device. Within 48 hours after a device is restored to service, or placed in service, the original of the properly executed placed in service report, together with any official rejection tag removed from the device, shall be mailed to the Secretary, Agency of Agriculture, Food and Markets agriculture building, Montpelier, Vermont. The duplicate copy of the report shall be handed to the owner or operator of the device, and the triplicate copy of the report shall be retained by the registered dealer or service person.
9A V.S.A. § 105A — VT Code / Title 9A / Chapter 9 / Section 105A
§§ 9-105A. Control of electronic money
Status: in_force

(a) A person has control of electronic money if:

(1) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person:

(A) power to avail itself of substantially all the benefit from the electronic money; and

(B) exclusive power, subject to subsection (b) of this section, to:

(i) prevent others from availing themselves of substantially all the benefit from the electronic money; and

(ii) transfer control of the electronic money to another person or cause another person to obtain control of other electronic money as a result of the transfer of the electronic money; and

(2) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under subdivision (1) of this subsection.

(b) Subject to subsection (c) of this section, a power is exclusive under subdivisions (a)(1)(B)(i) and (ii) of this section even if:

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

(2) the power is shared with another person.

(c) A power of a person is not shared with another person under subdivision (b)(2) of this section and the person's power is not exclusive if:

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

(2) the other person:

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

(B) is the transferor to the person of an interest in the electronic money.

(d) If a person has the powers specified in subdivisions (a)(1)(B)(i) and (ii) of this section, the powers are presumed to be exclusive.

(e) A person has control of electronic money if another person, other than the transferor to the person of an interest in the electronic money:

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

(2) obtains control of the electronic money after having acknowledged that it will obtain control of the electronic money on behalf of the person.
9 V.S.A. § 4353 — VT Code / Title 9 / Chapter 134 / Section 4353
§ 4353. Registration in beneficiary form; applicable law
Status: in_force

A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity's principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner's address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law.
9A V.S.A. § 411 — VT Code / Title 9A / Chapter 3 / Section 411
§§ 3-411. Refusal to pay cashier's checks, teller's checks, and certified checks
Status: in_force

(a) In this section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier's check or teller's check bought from the issuer.

(b) If the obligated bank wrongfully (i) refuses to pay a cashier's check or certified check, (ii) stops payment of a teller's check, or (iii) refuses to pay a dishonored teller's check, the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.

(c) Expenses or consequential damages under subsection (b) of this section are not recoverable if the refusal of the obligated bank to pay occurs because (i) the bank suspends payments, (ii) the obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument, (iii) the obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument, or (iv) payment is prohibited by law.
9 V.S.A. § 4121 — VT Code / Title 9 / Chapter 111 / Section 4121
§ 4121. Definitions
Status: in_force

As used in this chapter:

(1) “Public corporation” means this State, a political subdivision of this State, a corporate instrumentality of this State and one or more states, or a bi-state compact.

(2) “Private corporation” means a general and business or a general nonprofit corporation organized under the laws of this State.
9 V.S.A. § 4132 — VT Code / Title 9 / Chapter 112 / Section 4132
§ 4132. Definitions
Status: in_force

As used in this chapter:

(1) “Consumer” means any individual, trustee, agency, partnership, association, corporation, company, municipality, political subdivision, or other legal entity that purchases liquid fossil fuels for ultimate consumption within Vermont.

(2) “Commissioner” means the Commissioner of Public Service or the Commissioner's designee.

(3) “Distributor” means any individual, trustee, agency, partnership, association, corporation, company, municipality, political subdivision, or other legal entity that purchases or markets liquid fossil fuels from a prime supplier or any other source and resells those fuels to consumers within Vermont.

(4) “Liquid fossil fuel” means heating oils, light and heavy diesel oil, motor gasoline, propane, butane, residual fuel oils, kerosene, and aviation fuels.

(5) “Petroleum set-aside” means the amount of liquid fossil fuel that is made available from the total supply of a prime supplier for utilization by the Department of Public Service pursuant to this chapter to resolve hardships and emergencies due to energy shortages.

(6) “Prime supplier” means any individual, trustee, agency, partnership, association, corporation, company, municipality, political subdivision, or other legal entity that makes the first sale of any liquid fossil fuel into the State distribution system for consumption within the State.
9 V.S.A. § 5616 — VT Code / Title 9 / Chapter 150 / Section 5616
§ 5616. Vermont Financial Services Education and Victim Restitution Special Fund
Status: in_force

(a) Purpose. The purpose of this section is to provide:

(1) funds for the purposes specified in subsection 5601(d) of this title;

(2) restitution assistance to victims of securities violations who:

(A) were awarded restitution in a final order issued by the Commissioner or were awarded restitution in the final order in a legal action initiated by the Commissioner;

(B) have not received the full amount of restitution ordered before the application for restitution assistance is due; and

(C) demonstrate to the Commissioner's satisfaction that there is no reasonable likelihood that they will receive the full amount of restitution in the future; and

(3) funds for the purposes specified in section 5617 of this title.

(b) Definitions. As used in this section:

(1) “Claimant” means a person who files an application for restitution assistance under this section on behalf of a victim. The claimant and the victim may be the same but do not have to be the same. The term includes the named party in a restitution award in a final order, the executor of a named party in a restitution award in a final order, and the heirs and assigns of a named party in a restitution award in a final order.

(2) “Final order” means a final order issued by the Commissioner or a final order in a legal action initiated by the Commissioner.

(3) “Fund” means the Vermont Financial Services Education and Victim Restitution Special Fund created by this section.

(4) “Securities violation” means a violation of this chapter and any related administrative rules.

(5) “Victim” means a person who was awarded restitution in a final order.

(6) “Vulnerable person” means:

(A) a person who meets the definition of vulnerable person under 33 V.S.A. § 6902(14); or

(B) a person who is at least 60 years of age.

(c) Eligibility.

(1) A natural person who was a resident of Vermont at the time of the alleged fraud is eligible for restitution assistance.

(2) The Commissioner shall not award securities restitution assistance under this section:

(A) to more than one claimant per victim;

(B) unless the person ordered to pay restitution has not paid the full amount of restitution owed to the victim before the application for restitution assistance from the fund is due;

(C) if there was no award of restitution in the final order; or

(D) to a claimant who has not exhausted his or her appeal rights.

(d) Denial of assistance. The Commissioner shall not award restitution assistance if the victim:

(1) sustained the monetary injury as a result of:

(A) participating or assisting in the securities violation; or

(B) attempting to commit or committing the securities violation; or

(2) profited or would have profited from the securities violation.

(e) Application for restitution assistance and maximum amount of restitution assistance award.

(1) The Commissioner may adopt procedures and forms for application for restitution assistance under this section.

(2) An application must be received by the Commissioner within two years after the deadline for payment of restitution established in the final order.

(3) Except as provided in subdivision (4) of this subsection, the maximum award from the Fund for each claimant shall be the lesser of $25,000.00 or 25 percent of the amount of unpaid restitution awarded in a final order.

(4) If the claimant is a vulnerable person, the maximum award from the Fund shall be the lesser of $50,000.00 or 50 percent of the amount of unpaid restitution awarded in the final order.

(f) Vermont Financial Services Education and Victim Restitution Special Fund. The Vermont Financial Services Education and Victim Restitution Special Fund, pursuant to 32 V.S.A. chapter 7, subchapter 5, is created to provide funds for the purposes specified in this section, in subsection 5601(d) of this title, and in section 5617 of this title. All monies received by the State for use in financial services education initiatives pursuant to subsection 5601(d) of this title, in providing uncompensated victims restitution pursuant to this section, or in providing whistleblower awards pursuant to section 5617 of this title shall be deposited into the Fund. The Commissioner may direct a party to deposit a sum not to exceed 15 percent of the total settlement amount into the Fund in conjunction with settling an enforcement matter within the Department's jurisdiction, as described in 8 V.S.A. § 11(a). Interest earned on the Fund shall be retained in the Fund.

(g) Award not subject to execution, attachment, or garnishment. An award made by the Commissioner under this section is not subject to execution, attachment, garnishment, or other process.

(h) State's liability for award. The Commissioner shall have the discretion to suspend applications and awards based on the solvency of the Fund. The State shall not be liable for any determination made under this section.

(i) Subrogation of rights of State.

(1) The State is subrogated to the rights of the person awarded restitution under this chapter to the extent of the award.

(2) The subrogation rights are against the person who committed the securities violation or a person liable for the pecuniary loss.

(j) Rulemaking authority. The Commissioner may adopt rules to implement this section.
9A V.S.A. § 104 — VT Code / Title 9A / Chapter 5 / Section 104
§§ 5-104. Formal requirements
Status: in_force

A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record.
9 V.S.A. § 3862 — VT Code / Title 9 / Chapter 97 / Section 3862
§ 3862. License required
Status: in_force

(a) A person shall not carry on the business of pawnbroker unless he or she has obtained a license so to do as provided in this section.

(b) The selectboard members of a town or the aldermen of a city may grant to such citizens as they deem proper, and who produce satisfactory evidence of their good character, a license authorizing such citizens to carry on the business of a pawnbroker. Such license shall designate the place in which such a person shall carry on such business, and such a person shall not carry on such business in any other place than the one designated in such license.

(c) A person who violates a provision of this section shall be fined $10.00 for each day of such violation.
9A V.S.A. § 109 — VT Code / Title 9A / Chapter 5 / Section 109
§§ 5-109. Fraud and forgery
Status: in_force

(a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:

(1) the issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer's or nominated person's deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and

(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.

(b) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:

(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;

(2) a beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;

(3) all of the conditions to entitle a person to the relief under the law of this state have been met; and

(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subdivision (a)(1) of this section.
9A V.S.A. § 704 — VT Code / Title 9A / Chapter 9 / Section 704
§§ 9-704. Security interest unperfected before effective date
Status: in_force

A security interest that is enforceable immediately before July 1, 2001 but would be subordinate to the rights of a person that becomes a lien creditor at that time:

(1) remains an enforceable security interest until June 30, 2002;

(2) remains enforceable thereafter if the security interest becomes enforceable under the provisions of section 9—203 of this title as in effect on and after July 1, 2001, either on July 1, 2001, at any time thereafter through and including June 30, 2002; and

(3) becomes perfected:

(A) without further action, on July 1, 2001 if the applicable requirements for perfection under the provisions of this article as in effect on and after July 1, 2001, are satisfied before or at that time; or

(B) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
9 V.S.A. § 4007 — VT Code / Title 9 / Chapter 102 / Section 4007
§ 4007. Disputes; penalties; attorney's fees
Status: in_force

(a) Nothing in this chapter shall prevent an owner, contractor, or subcontractor from withholding payment in whole or in part under a construction contract in an amount equalling the value of any good faith claims against an invoicing contractor or subcontractor, including claims arising from unsatisfactory job progress, defective construction, disputed work, or third-party claims.

(b) If arbitration or litigation is commenced to recover payment due under the terms of this chapter and it is determined that an owner, contractor, or subcontractor has failed to comply with the payment terms of this chapter, the arbitrator or court shall award, in addition to all other damages due and as a penalty, an amount equal to one percent per month of all sums as to which payment has wrongfully been withheld. An amount shall not be deemed to have been wrongfully withheld to the extent it bears a reasonable relation to the value of any claim held in good faith by the owner, contractor, or subcontractor against which an invoicing contractor, or subcontractor is seeking to recover payment.

(c) Notwithstanding any contrary agreement, the substantially prevailing party in any proceeding to recover any payment within the scope of this chapter shall be awarded reasonable attorney's fees in an amount to be determined by the court or arbitrator, together with expenses.
9 V.S.A. § 2456 — VT Code / Title 9 / Chapter 63 / Section 2456
§ 2456. Confession of judgment
Status: in_force

Any agreement of a consumer in a contract that a power of attorney is given to confess judgment, or an assignment of wages is given, or any agreement of similar effect, is void and of no force and effect on any party.
9 V.S.A. § 1971 — VT Code / Title 9 / Chapter 51 / Section 1971
§ 1971. Unpaid wages; statutory lien; priority over subsequent mortgage or lien
Status: in_force

(a) A statutory lien is created on the real and personal property of a corporation for up to 30 days of unpaid wages.

(b) The liability of a corporation to an employee for unpaid wages that were earned for a 30-day period prior to the filing of a new mortgage or other lien upon the property of the corporation, in all cases, shall be a first lien thereon, notwithstanding any mortgage or other lien thereon recorded after such wages were earned. Notice of the lien if on personal property shall be filed with the Secretary of State and, if on real property, in the land records, by the employee or the Department of Labor acting on behalf of one or more employees. An employee who is owed wages or the Department of Labor acting on behalf of one or more employees may file an action to execute on the lien in the Civil Division of the Superior Court in the county in which the corporation has its principal place of business in the State, or in the Civil Division of the Washington County Superior Court.
9A V.S.A. § 526 — VT Code / Title 9A / Chapter 2A / Section 526
§§ 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.
9A V.S.A. § 413 — VT Code / Title 9A / Chapter 3 / Section 413
§§ 3-413. Obligation of acceptor
Status: in_force

(a) The acceptor of a draft is obliged to pay the draft (i) according to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms, (ii) if the acceptance varies the terms of the draft, according to the terms of the draft as varied, or (iii) if the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in sections 3—115 and 3—407 of this title. The obligation is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under section 3—414 or 3—415 of this title.

(b) If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If (i) the certification or acceptance does not state an amount, (ii) the amount of the instrument is subsequently raised, and (iii) the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.
9 V.S.A. § 4110 — VT Code / Title 9 / Chapter 109 / Section 4110
§ 4110. Gasoline and diesel fuel prices
Status: in_force

All persons who shall offer for sale or sell any gasoline or diesel fuel at retail shall post the price of all grades of such gasoline or diesel fuel on the pump from which such fuels are dispensed.
9 V.S.A. § 5203 — VT Code / Title 9 / Chapter 150 / Section 5203
§ 5203. Additional exemptions and waivers
Status: in_force

A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of sections 5301 through 5306 and 5504 of this chapter; and an order under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 5201 and 5202 of this chapter.
9 V.S.A. § 2822 — VT Code / Title 9 / Chapter 75 / Section 2822
§ 2822. Sale of misbranded products; penalties
Status: in_force

(a) A person shall not sell, barter, exchange, receive, hold, pack, display, or offer for sale, barter, or exchange any dangerous caustic or corrosive substance in a misbranded parcel, package, or container when such parcel, package or container is designed for household use.

(b) A person who violates a provision of this chapter shall be fined not more than $200.00 or be imprisoned not more than 90 days, or both.

(c) A State's Attorney who is satisfied from evidence produced before him or her that a provision of this chapter has been violated shall forthwith cause prosecution to be made for such violation.
9A V.S.A. § 213 — VT Code / Title 9A / Chapter 4 / Section 213
§§ 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 section 4A—406(a) of this title 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.
9 V.S.A. § 3883 — VT Code / Title 9 / Chapter 97A / Section 3883
§ 3883. Fees; renewal; revocation of certification
Status: in_force

(a)(1) A person who applies for certification pursuant to section 3882 of this title shall pay a nonrefundable fee of $200.00 to the Department of Public Safety.

(2) A certification shall expire two years from the date it is issued, and may be renewed upon payment of $200.00 and approval of the Department.

(3) A fee collected under this section shall be deposited into a precious metal dealers certification account within the appropriate public safety special fund, which shall be used by the Commissioner of Public Safety to administer the precious metal dealer certification process established in section 3882 of this title.

(b) The Department may revoke a certification for cause at any time during the period of the certification after notice and a hearing pursuant to 3 V.S.A. chapter 25.

(c)(1) The Department shall revoke a certification upon the conviction, on or after January 1, 2015, for a disqualifying offense by a precious metal dealer or one of its principals.

(2) The Department may revoke a certification upon the conviction, on or after January 1, 2015, for a disqualifying offense by an employee of a precious metal dealer acting within his or her scope of employment when he or she committed the offense.

(d) A precious metal dealer shall prominently display his or her certification number at his or her place of business, and shall include his or her certification number in each advertisement, in any medium, that promotes the business or services of the precious metal dealer.
9A V.S.A. § 505 — VT Code / Title 9A / Chapter 8 / Section 505
§§ 8-505. Duty of securities intermediary with respect to payments and distributions
Status: in_force

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:

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

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
9A V.S.A. § 809 — VT Code / Title 9A / Chapter 9 / Section 809
§§ 9-809. Priority
Status: in_force

The Act determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before the Act takes effect, Article 9 of this title, as it existed before amendment by the Act, determines priority.
9A V.S.A. § 519 — VT Code / Title 9A / Chapter 2A / Section 519
§§ 2A-519. Lessee's damages for non-delivery, 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 (§ 2A—504) or otherwise determined pursuant to agreement of the parties (§§ 1—302 and 2A—503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 2A—518(2) of this title, or is by purchase or otherwise, the measure of damages for non-delivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

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

(4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty.
9 V.S.A. § 2980 — VT Code / Title 9 / Chapter 80 / Section 2980
§ 2980. Department of Health rulemaking; TCPP
Status: in_force

(a) The Commissioner may adopt by rule a prohibition on the manufacture, offer for sale, distribution for sale, or knowing sale at retail in or into the State of the flame retardant TCPP in children's products and residential upholstered furniture if the Commissioner determines, based on the weight of available scientific studies, that the toxicity of TCPP and its potential exposure pathways in those products pose a significant public health risk as that term is defined in 18 V.S.A. § 2(12).

(b) The rule shall not regulate TCPP in a manner that is materially different from the requirements of sections 2972 (definitions), 2974 (chlorinated flame retardants), 2975 (notice to retailers; disclosure of product content; consultation), 2976 (replacement of regulated flame retardants), 2977 (exemptions), 2978 (violations; enforcement), and 2979 (production of information) of this title regarding the regulation of TCEP and TDCPP. The Commissioner shall adopt reasonable time frames for manufacturers, distributors, and retailers to comply with such provisions that are comparable to the time frames for the regulation of TCEP and TDCPP.

(c) A violation of a prohibition or requirement adopted by rule under this section shall be enforceable by the Attorney General under section 2978 of this title as a violation of this chapter.

(d) In addition to the public participation requirements of 3 V.S.A. chapter 25 and prior to submitting a rule authorized under this section to the Secretary of State under 3 V.S.A. § 838, the Commissioner shall make reasonable efforts to consult with interested parties within the State regarding a proposed prohibition on the manufacture, offer for sale, distribution for sale, or knowing sale at retail in the State of the flame retardant TCPP. The Commissioner may satisfy the consultation requirement of this section through the use of one or more workshops, focused work groups, dockets, meetings, or other forms of communication.

(e) A rule adopted by the Commissioner under this section shall become effective according to the following:

(1) A proposed rule filed with the Secretary of State under 3 V.S.A. § 838 on or before July 1, 2014 shall not go into effect earlier than one calendar year after the Commissioner files the adopted rule under 3 V.S.A. chapter 25.

(2) A proposed rule filed with the Secretary of State under 3 V.S.A. § 838 after July 1, 2014 shall not go into effect earlier than one calendar year after the Commissioner files the adopted rule under 3 V.S.A. chapter 25, unless the Commissioner determines that an earlier effective date is required to protect human health, the Commissioner notifies interested parties of the determination, and the new effective date is established by rule.
9A V.S.A. § 108 — VT Code / Title 9A / Chapter 8 / Section 108
§§ 8-108. Warranties in direct holding
Status: in_force

(a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that:

(1) the certificate is genuine and has not been materially altered;

(2) the transferor or indorser does not know of any fact that might impair the validity of the security;

(3) there is no adverse claim to the security;

(4) the transfer does not violate any restriction on transfer;

(5) if the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(6) the transfer is otherwise effective and rightful.

(b) A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:

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

(2) the security is valid;

(3) there is no adverse claim to the security; and

(4) at the time the instruction is presented to the issuer:

(i) the purchaser will be entitled to the registration of transfer;

(ii) the transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;

(iii) the transfer will not violate any restriction on transfer; and

(iv) the requested transfer will otherwise be effective and rightful.

(c) A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:

(1) the uncertificated security is valid;

(2) there is no adverse claim to the security;

(3) the transfer does not violate any restriction on transfer; and

(4) the transfer is otherwise effective and rightful.

(d) A person who indorses a security certificate warrants to the issuer that:

(1) there is no adverse claim to the security; and

(2) the indorsement is effective.

(e) A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:

(1) the instruction is effective; and

(2) at the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.

(f) A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary indorsement.

(g) If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.

(h) A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g) of this section.

(i) Except as otherwise provided in subsection (g) of this section, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f) of this section. A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b) of this section, and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.
9A V.S.A. § 104 — VT Code / Title 9A / Chapter 12 / Section 104
§§ 12-104. Rights in controllable account, controllable electronic record, and controllable payment intangible
Status: in_force

(a) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (e), (g), and (h) of this section of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.

(b) To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.

(c) Except as provided in this section, law other than this article determines whether a person acquires a right in a controllable electronic record and the right the person acquires.

(d) A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.

(e) A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.

(f) Except as provided in subsections (a) and (e) of this section for a controllable account and a controllable payment intangible or law other than this article, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.

(g) An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.

(h) Filing of a financing statement under Article 9 is not notice of a claim of a property right in a controllable electronic record.
9A V.S.A. § 501 — VT Code / Title 9A / Chapter 2A / Section 501
§§ 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 article.

(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 article and, except as limited by this article, 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 article.

(4) Except as otherwise provided in section 1—305(a) of this title or this article, 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 Part as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party's rights and remedies in respect of the real property, in which case this Part does not apply.
9A V.S.A. § 325 — VT Code / Title 9A / Chapter 9 / Section 325
§§ 9-325. Priority of security interests in transferred collateral
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, 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) of this section subordinates a security interest only if the security interest:

(1) otherwise would have priority solely under subsection 9—322(a) or section 9—324 of this title; or

(2) arose solely under subsection 2—711(3) or 2A—508(5) of this title.
9A V.S.A. § 504 — VT Code / Title 9A / Chapter 9 / Section 504
§§ 9-504. Indication of collateral
Status: in_force

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

(1) a description of the collateral pursuant to section 9—108 of this title; or

(2) an indication that the financing statement covers all assets or all personal property.
9A V.S.A. § 504 — VT Code / Title 9A / Chapter 2 / Section 504
§§ 2-504. Shipment by seller
Status: in_force

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

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

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

(c) promptly notify the buyer of the shipment.

(2) Failure to notify the buyer under paragraph (1)(c) of this section or to make a proper contract under paragraph (1)(a) of this section is a ground for rejection only if material delay or loss ensues.
9A V.S.A. § 103 — VT Code / Title 9A / Chapter 7 / Section 103
§§ 7-103. Relation of article to treaty or statute
Status: in_force

(a) This article is subject to any treaty or statute of the United States or regulatory statute of this State to the extent the treaty, statute, or regulatory statute is applicable.

(b) This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's business in respects not specifically treated in this article. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.

(c) This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et. seq.) but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. § 7003(b)).

(d) To the extent there is a conflict between the Uniform Electronic Transactions Act (9 V.S.A. chapter 20) and this article, this article governs.
9 V.S.A. § 2455 — VT Code / Title 9 / Chapter 63 / Section 2455
§ 2455. Defenses
Status: in_force

The holder of a promissory note or instrument, or other evidence of indebtedness of a consumer delivered in connection with a contract shall take or hold that note, instrument, or evidence subject to all defenses of such consumer that would be available to the consumer in an action on a simple contract, and all rights available to him or her under this chapter.
9 V.S.A. § 5605 — VT Code / Title 9 / Chapter 150 / Section 5605
§ 5605. Rules, forms, orders, interpretative opinions, and hearings
Status: in_force

(a) The Commissioner may:

(1) issue forms and orders and, after notice and comment and in accordance with the provisions of 3 V.S.A. chapter 25 (Administrative Procedure Act), may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;

(2) by rule, define terms, whether or not used in this chapter, but those definitions may not be inconsistent with this chapter; and

(3) by rule, classify securities, persons, and transactions and adopt different requirements for different classes.

(b) Under this chapter, a rule or form may not be adopted or amended, or an order issued or amended, unless the Commissioner finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this chapter. In adopting, amending, and repealing rules and forms, section 5608 of this chapter applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.

(c) Subject to 15 U.S.C. § 80b-15(h) and 15 U.S.C. § 80b-222, the Commissioner may require that a financial statement filed under this chapter be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this chapter. A rule adopted or order issued under this chapter may establish:

(1) subject to 15 U.S.C. § 80b-15(h), the form and content of financial statements required under this chapter;

(2) whether unconsolidated financial statements must be filed; and

(3) whether required financial statements must be audited by an independent certified public accountant.

(d) The Commissioner may in the Commissioner's sole discretion provide interpretative opinions or issue determinations that the Commissioner will not institute a proceeding or an action under this chapter against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this chapter. A rule adopted or order issued under this chapter may establish a reasonable charge for interpretative opinions or determinations that the Commissioner will not institute an action or a proceeding under this chapter.

(e) A penalty under this chapter may not be imposed for and liability does not arise from conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the Commissioner under this chapter.

(f) A hearing in an administrative proceeding under this chapter must be conducted in public unless the Commissioner for good cause consistent with this chapter determines that the hearing will not be so conducted.
9A V.S.A. § 308 — VT Code / Title 9A / Chapter 2 / Section 308
§§ 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 or she has none his or her residence; but

(b) in a contract for sale of 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.
9 V.S.A. § 4466 — VT Code / Title 9 / Chapter 137 / Section 4466
§ 4466. Required disclosure; model form
Status: in_force

(a) A landlord shall disclose in advance of entering a rental agreement with a tenant whether any portion of the premises offered for rent is located in a Federal Emergency Management Agency mapped special flood hazard area. This notice shall be provided to the tenant at or before execution of the lease in a separate written document substantially in the form prescribed by the Department of Housing and Community Development pursuant to subsection (b) of this section.

(b) The Department of Housing and Community Development shall develop a model form for the notice provided under this section that shall include the information required under subsection (a) of this section.
9 V.S.A. § 4453 — VT Code / Title 9 / Chapter 137 / Section 4453
§ 4453. Obligations implied
Status: in_force

Obligations imposed on landlords and tenants under this chapter shall be implied in all rental agreements.
9A V.S.A. § 401 — VT Code / Title 9A / Chapter 7 / Section 401
§§ 7-401. Irregularities in issue of receipt or bill or conduct of issuer
Status: in_force

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

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

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

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

(4) the person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
9A V.S.A. § 521 — VT Code / Title 9A / Chapter 9 / Section 521
§§ 9-521. Uniform form of written financing statement and amendment
Status: in_force

(a) A filing office that accepts written records may not refuse to accept a written initial financing statement in the following form and format except for a reason set forth in subsection 9—516(b) of this title:

(b) A filing office that accepts written records may not refuse to accept a written record in the following form and format except for a reason set forth in subsection 9—516(b) of this title:
9A V.S.A. § 328 — VT Code / Title 9A / Chapter 9 / Section 328
§§ 9-328. Priority of security interests in 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 section 9—106 of this title 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 subdivisions (3) and (4) of this section, conflicting security interests held by secured parties each of which has control under section 9—106 of this title 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 subdivision 8—106(d)(1) of this title, the secured party's becoming the person for which the securities account is maintained;

(ii) if the secured party obtained control under subdivision 8—106(d)(2) of this title, 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 subdivision 8—106(d)(3) of this title, 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 subdivision 9—106(b)(2) of this title 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 subsection 9—313(a) of this title and not by control under section 9—314 of this title 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 section 9—106 of this title rank equally.

(7) In all other cases, priority among conflicting security interests in investment property is governed by sections 9—322 and 9—323 of this title.
9 V.S.A. § 2572 — VT Code / Title 9 / Chapter 71 / Section 2572
§ 2572. Penalty for use of mark without consent of owner
Status: in_force

A person who, without the owner's consent, buys, sells, takes, uses in his or her business, conceals, or disposes of a receptacle belonging to a person or corporation that has complied with the provisions of section 2571 of this title shall be imprisoned not more than 60 days or fined not more than $5.00, or both, for each such receptacle so unlawfully bought, sold, taken, used, concealed, or disposed of. For each subsequent offense, such person shall be imprisoned not more than six months or fined not more than $10.00, or both, for each such receptacle so unlawfully bought, sold, taken, used, concealed, or disposed of. The possession by a person in the transaction of his or her business of a receptacle, the owner of which has complied with the provisions of section 2571 of this title, shall be prima facie evidence that the same was unlawfully bought, sold, taken, used, concealed, or disposed of.
9 V.S.A. § 2605 — VT Code / Title 9 / Chapter 72 / Section 2605
§ 2605. Mobile home bill of sale conversion process
Status: in_force

The owner of any mobile home that was initially financed pursuant to a motor vehicle loan, motor vehicle retail installment contract, or another form of chattel mortgage shall, if the mobile home is subsequently financed as residential real estate pursuant to subsection 2603(b) of this title, file a request for purging of the security interest with the clerk of the municipality where the chattel mortgage for the mobile home was last recorded.

(1) A request to purge the security interest of a mobile home shall include the most recent Vermont uniform bill of sale or certificate of origin, the terminated UCC financing statement or statements, and an executed warranty or quitclaim deed, which shall be drafted substantially in the form provided in section 2604 of this title.

(2) Upon the filing of a request to purge the security interest of a mobile home with the clerk of the municipality where the chattel mortgage for the mobile home was last recorded, and upon the owner's procuring the consent of the holders of any security interest in the mobile home shown to be unreleased, the mobile home shall become residential real estate.

(3) Upon receiving a request to purge the security interest of a mobile home, the municipal clerk shall mark or stamp the originally filed Vermont uniform bill of sale or certificate of origin with the word “converted.”

(4) A mobile home that has been converted to residential real estate shall not be converted or redefined as personal property.
9A V.S.A. § 504 — VT Code / Title 9A / Chapter 7 / Section 504
§§ 7-504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery
Status: in_force

(a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.

(b) In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:

(1) by those creditors of the transferor which could treat the transfer as void under section 2—402 or 2A—308 of this title;

(2) by a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights;

(3) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or

(4) as against the bailee, by good-faith dealings of the bailee with the transferor.

(c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.

(d) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under section 2-705 of this title or a lessor under section 2A—526 of this title, subject to the requirements of due notification in those sections. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
9A V.S.A. § 306 — VT Code / Title 9A / Chapter 2 / Section 306
§§ 2-306. Output, requirements, and exclusive dealings
Status: in_force

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

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
9A V.S.A. § 310 — VT Code / Title 9A / Chapter 9 / Section 310
§§ 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) of this section and subsection 9—312(b) of this title, 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 subsection 9—308(d), (e), (f), or (g) of this title;

(2) that is perfected under section 9—309 of this title when it attaches;

(3) in property subject to a statute, regulation, or treaty described in subsection 9—311(a) of this title;

(4) in goods in possession of a bailee which is perfected under subdivision 9—312(d)(1) or (2) of this title;

(5) in certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under subsection 9—312(e), (f), or (g) of this title;

(6) in collateral in the secured party's possession under section 9—313 of this title;

(7) in a certificated security which is perfected by delivery of the security certificate to the secured party under section 9—313 of this title;

(8) in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property, or letter-of-credit rights which is perfected by control under section 9—314 of this title;

(8.1) in chattel paper which is perfected by possession and control under section 9—314A of this title;

(9) in proceeds which is perfected under section 9—315 of this title; or

(10) that is perfected under section 9—316 of this title.

(c) If a secured party assigns a perfected security interest or agricultural lien, a filing under this article is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
9 V.S.A. § 2470 — VT Code / Title 9 / Chapter 63 / Section 2470
§ 2470. Remedies
Status: in_force

(a) To receive a comparable new assistive device or a refund due under subsection 2468(d) of this title, a consumer shall offer to the manufacturer of the assistive device having the nonconformity to transfer possession of that assistive device to that manufacturer. No later than 30 days after that offer, the manufacturer shall provide the consumer with the comparable assistive device or refund. When the manufacturer provides the new assistive device or refund, the consumer shall return the assistive device having the nonconformity to the manufacturer, along with any endorsements necessary to transfer real possession to the manufacturer.

(b) To receive a refund due under subsection 2468(d) of this title, a consumer described in subdivision 2467(5)(D) of this title shall offer to return the assistive device having the nonconformity to its manufacturer. No later than 30 days after that offer, the manufacturer shall provide the refund to the consumer. When the manufacturer provides the refund, the consumer shall return to the manufacturer the assistive device having the nonconformity.

(c) To receive a refund due under subsection 2468(d) of this title, an assistive device lessor shall offer to transfer possession of the assistive device having the nonconformity to its manufacturer. No later than 30 days after that offer, the manufacturer shall provide the refund to the assistive device lessor. When the manufacturer provides the refund, the assistive device lessor shall provide to the manufacturer any endorsements necessary to transfer legal possession to the manufacturer.

(d) If the assistive device was a covered benefit under a health insurance policy or health benefit plan, then the health insurer or other entity providing the benefit shall be subrogated to the consumer's right of recovery to the extent of the benefit provided.

(e) No person shall enforce the lease against the consumer after the consumer offers to return the assistive device having the non-conformity pursuant to this section or returns the assistive device to the vendor pursuant to this section.

(f) No assistive device returned by a consumer or assistive device lessor in this State, or by a consumer or assistive device lessor in another state under a similar law of that state, may be sold or leased again in this State, unless full written disclosure of the reasons for return is made to any prospective buyer or lessee.

(g) This subchapter shall not be construed to limit rights or remedies available to a consumer under any other law.

(h) Any waiver by a consumer of rights under this subchapter is void.

(i) A violation of this subchapter or rules adopted under this subchapter is deemed to be an unfair or deceptive practice in commerce and a violation of section 2453 of this title. The Attorney General has the same authority to make rules, conduct civil investigations, and enter into assurances of discontinuance as provided under subchapter 1 of this chapter.

(j) A consumer aggrieved by a violation of this subchapter or a violation of rules adopted under this subchapter may bring an action in Superior Court for appropriate equitable relief, the amount of the consumer's damages, punitive damages in the case of a willful violation, the consideration or the value of the consideration given by the consumer, and reasonable costs and attorney's fees.
9A V.S.A. § 202 — VT Code / Title 9A / Chapter 3 / Section 202
§§ 3-202. Negotiation subject to rescission
Status: in_force

(a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress, or mistake, or (iii) in breach of duty or as part of an illegal transaction.

(b) To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
9A V.S.A. § 203 — VT Code / Title 9A / Chapter 7 / Section 203
§§ 7-203. Liability for nonreceipt or misdescription
Status: in_force

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

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

(2) the party or purchaser otherwise has notice of the nonreceipt or misdescription.
9A V.S.A. § 516 — VT Code / Title 9A / Chapter 9 / Section 516
§§ 9-516. What constitutes filing; effectiveness of filing
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.

(b) Filing does not occur with respect to a record that a filing office refuses to accept because:

(1) the record is not communicated by a method or medium of communication authorized by the filing office;

(2) an amount equal to or greater than the applicable filing fee is not tendered;

(3) the filing office is unable to index the record because:

(A) in the case of an initial financing statement, the record does not provide a name for the debtor;

(B) in the case of an amendment or information statement, the record:

(i) does not identify the initial financing statement as required by section 9—512 or 9—518 of this title, as applicable; or

(ii) identifies an initial financing statement whose effectiveness has lapsed under section 9—515 of this title;

(C) in the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor's surname; or

(D) in the case of a record recorded in the filing office described in subdivision 9—501(a)(1) of this title, the record does not provide a sufficient description of the real property to which it relates;

(4) in the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record;

(5) in the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not:

(A) provide a mailing address for the debtor; or

(B) indicate whether the name provided as the name of the debtor is the name of an individual or an organization;

(6) in the case of an assignment reflected in an initial financing statement under subsection 9—514(a) of this title or an amendment filed under subsection 9—514(b) of this title, the record does not provide a name and mailing address for the assignee; or

(7) in the case of a continuation statement, the record is not filed within the six-month period prescribed by subsection 9—515(d) of this title.

(c) For purposes of subsection (b) of this section:

(1) a record does not provide information if the filing office is unable to read or decipher the information; and

(2) a record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by section 9—512, 9—514, or 9—518 of this title, is an initial financing statement.

(d) A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection (b) of this section, is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.
9A V.S.A. § 312 — VT Code / Title 9A / Chapter 9 / Section 312
§§ 9-312. Perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, negotiable documents, goods covered by documents...
Status: in_force

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

(b) Except as otherwise provided in subsections 9—315(c) and (d) of this title for proceeds:

(1) a security interest in a deposit account may be perfected only by control under section 9—314 of this title;

(2) except as otherwise provided in subsection 9—308(d) of this title, a security interest in a letter-of-credit right may be perfected only by control under section 9—314 of this title;

(3) a security interest in tangible money may be perfected only by the secured party's taking possession under section 9—313 of this title; and

(4) a security interest in electronic money may be perfected only by control under section 9—314 of this title.

(c) While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

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

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

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

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

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

(3) filing as to the goods.

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

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

(1) ultimate sale or exchange; or

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

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

(1) ultimate sale or exchange; or

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

(h) Expiration of temporary perfection. After the 20-day period specified in subsection (e), (f), or (g) of this section expires, perfection depends upon compliance with this article.
9 V.S.A. § 1993 — VT Code / Title 9 / Chapter 51 / Section 1993
§ 1993. Procedure for attaching logs
Status: in_force

Such attachment shall be made by leaving a copy of the process in the office of the clerk of the town where the services were performed and also where the logs are located. If either town is unorganized, a copy of such process shall be left in the county clerk's office.
9A V.S.A. § 114 — VT Code / Title 9A / Chapter 5 / Section 114
§§ 5-114. Assignment of proceeds
Status: in_force

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

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

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

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

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

(f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by Article 9 of this title or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Article 9 of this title or other law.
9A V.S.A. § 307 — VT Code / Title 9A / Chapter 7 / Section 307
§§ 7-307. Lien of carrier
Status: in_force

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

(b) A lien for charges and expenses under subsection (a) of this section on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection (a) of this section is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

(c) A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
9 V.S.A. § 5409 — VT Code / Title 9 / Chapter 150 / Section 5409
§ 5409. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment representative
Status: in_force

Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this chapter unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this chapter. The Commissioner may institute a revocation or suspension proceeding under section 5412 of this chapter within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.
9 V.S.A. § 274 — VT Code / Title 9 / Chapter 20 / Section 274
§ 274. Use of electronic records and electronic signatures; variation by agreement
Status: in_force

(a) This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.

(b) This chapter applies only to transactions between parties, each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties' conduct.

(c) A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means. This subsection may not be waived by agreement.

(d) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement. The presence in certain provisions of this chapter of the words “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement.

(e) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law.
9 V.S.A. § 2481w — VT Code / Title 9 / Chapter 63 / Section 2481w
§ 2481w. Unlicensed loan transactions
Status: in_force

(a) In this subchapter:

(1) “Financial account” means a checking, savings, share, stored value, prepaid, payroll card, or other depository account.

(2) “Lender” means a person engaged in the business of making loans of money, credit, goods, or things in action and charging, contracting for, or receiving on any such loan interest, a finance charge, a discount, or consideration.

(3) “Process” or “processing” includes printing a check, draft, or other form of negotiable instrument drawn on or debited against a consumer's financial account, formatting or transferring data for use in connection with the debiting of a consumer's financial account by means of such an instrument or an electronic funds transfer, or arranging for such services to be provided to a lender.

(4) “Processor” means a person who engages in processing, as defined in subdivision (3) of this subsection. In this section, “processor” does not include an interbank clearinghouse.

(5) “Interbank clearinghouse” means a person that operates an exchange of automated clearinghouse items, checks, or check images solely between insured depository institutions.

(b) It is an unfair and deceptive act and practice in commerce for a lender directly or through an agent to solicit or make a loan to a consumer by any means unless the lender is in compliance with all provisions of 8 V.S.A. chapter 73 or is otherwise exempt from the requirements of 8 V.S.A. chapter 73.

(c) It is an unfair and deceptive act and practice in commerce for a processor, other than a federally insured depository institution, to process a check, draft, other form of negotiable instrument, or an electronic funds transfer from a consumer's financial account in connection with a loan solicited or made by any means to a consumer unless the lender is in compliance with all provisions of 8 V.S.A. chapter 73 or is otherwise exempt from the requirements of 8 V.S.A. chapter 73.

(d) It is an unfair and deceptive act and practice in commerce for any person, including the lender's financial institution as defined in 8 V.S.A. § 10202(5), but not including the consumer's financial institution as defined in 8 V.S.A. § 10202(5) or an interbank clearinghouse as defined in subsection (a) of this section, to provide substantial assistance to a lender or processor when the person or the person's authorized agent receives notice from a regulatory, law enforcement, or similar governmental authority, or knows from its normal monitoring and compliance systems, or consciously avoids knowing that the lender or processor is in violation of subsection (b) or (c) of this section, or is engaging in an unfair or deceptive act or practice in commerce.
9 V.S.A. § 4041 — VT Code / Title 9 / Chapter 105 / Section 4041
§ 4041. Definitions
Status: in_force

As used in this chapter:

(1) “Person” includes a natural person, a firm, an association, and a corporation, and any officer, employee, or agent thereof.

(2) “Cardholder” means any person to whom a credit card is issued and any person who has agreed with the card issuer to pay obligations arising from the issuance of a credit card to another person.

(3) “Card issuer” means any person who issues a credit card.

(4) “Credit card” means any instrument, whether known as credit card, credit plate, charge plate, or any other name, that purports to evidence an undertaking to pay for property, labor, services, or delinquent taxes paid, delivered, or rendered to or upon the order of persons designated or otherwise authorized as bearers of such card, and includes bank credit cards as defined in 8 V.S.A.§ 1301(b).

(5) “Accepted credit card” means any credit card that the cardholder has signed or has used, or authorized another to use, for the purpose of obtaining money, property, labor, services, or payment of delinquent taxes on credit, and also the term includes a credit card issued in replacement or renewal of an accepted credit card.

(6) “Unauthorized use” means a use of a credit card to obtain money, property, labor, services, or payment of delinquent taxes by a person other than the cardholder who does not have actual, implied, or apparent authority for such use.

(7) “Notice of loss instructions” shall be a separate slip or card, or a provision clearly printed in bold type in a cardholder agreement or accompanying material that shall apprise cardholder of the potential liability for unauthorized use, shall designate the address and telephone number of an office or offices of issuer to which adequate notice of loss may be given, and that shall contain a blank space for the cardholder to insert his or her account number, which space shall be identified to invite such insertion.

(8) “Adequate notice of loss” shall be an actual notice of loss or theft or of unauthorized use of the card to a designated office of issuer that may be by mail, telephone, telegraph, or in person.
9 V.S.A. § 3045 — VT Code / Title 9 / Chapter 82A / Section 3045
§ 3045. Retailer liability
Status: in_force

(a) A retailer shall not be liable for the failure to label a processed food as required by section 3043 of this title unless the retailer is the producer or manufacturer of the processed food.

(b) A retailer shall not be held liable for failure to label a raw agricultural commodity as required by section 3043 of this title, provided that the retailer, within 30 days of any proposed enforcement action or notice of violation, obtains a sworn statement in accordance with subdivision 3044(2) of this title.
9 V.S.A. § 4506 — VT Code / Title 9 / Chapter 139 / Section 4506
§ 4506. Enforcement; civil action; retaliation prohibited
Status: in_force

(a) A person aggrieved by a violation of this chapter may file a charge of discrimination with the Human Rights Commission pursuant to chapter 141 of this title or may bring an action for injunctive relief and compensatory and punitive damages and any other appropriate relief in the Superior Court of the county in which the violation is alleged to have occurred.

(b) The court may award costs and reasonable attorney's fees to an aggrieved person who prevails in an action brought under subsection (a) of this section.

(c) The Human Rights Commission may bring an action in the name of the Commission to enforce the provisions of this chapter in accordance with its powers established in chapter 141 of this title.

(d) The initiation or completion of an investigation by the Human Rights Commission shall not be a condition precedent to the filing of any lawsuit for violation of this chapter.

(e) A person shall not coerce, threaten, interfere, or otherwise discriminate against any individual who:

(1) has opposed any act or practice that is prohibited under section 4502 or 4503 of this title;

(2) has lodged a complaint or has testified, assisted, or participated in any manner with the Human Rights Commission in an investigation of acts or practices prohibited by this chapter;

(3) is known by the person to be about to lodge a complaint, testify, assist, or participate in any manner in an investigation of acts or practices prohibited by this chapter;

(4) is exercising or enjoying a right granted or protected by this chapter; or

(5) is believed by the person to have acted as described in subdivisions (1) through (4) of this subsection.
9 V.S.A. § 2481c — VT Code / Title 9 / Chapter 63 / Section 2481c
§ 2481c. Record-keeping
Status: in_force

A commercial coventurer shall maintain records that are sufficient to demonstrate compliance with the requirements of this chapter and the disclosed terms of a charitable sales promotion.
9 V.S.A. § 2977 — VT Code / Title 9 / Chapter 80 / Section 2977
§ 2977. Exemptions
Status: in_force

The requirements and prohibitions of this chapter shall not apply to:

(1) the sale or resale of used products;

(2) motor vehicles or parts for use on motor vehicles; and

(3) building insulation materials.
9 V.S.A. § 2651 — VT Code / Title 9 / Chapter 73 / Section 2651
§ 2651. Definitions
Status: in_force

As used in this chapter, the following words and phrases have the following meanings:

(1) “Commodity in package form” means commodity put up or packaged in any manner in advance of sale in units suitable for either wholesale or retail sale, exclusive, however, of an auxiliary shipping container enclosing packages that individually conform to the requirements of this chapter. An individual item or lot of any commodity not in package form as defined in this section, but on which there is marked a selling price based on an established price per unit of weight or of measure, shall be commodity in package form.

(2) “Commercial weighing and measuring device” shall be construed to include any weight or measure or weighing or measuring device commercially used or employed in establishing the size, quantity, extent, area, or measurement of quantities, things, produce, or articles for distribution or consumption, purchased, offered, or submitted for sale, hire, or award, or in computing any basic charge or payment for services rendered on the basis of weight or measure, and shall also include any accessory attached to or used in connection with a commercial weighing or measuring device when that accessory is so designed or installed that its operation affects, or may affect, the accuracy of the device. “Commercial weighing and measuring device” shall not include:

(A) a device within a plant or business used internally to determine the weight, measure, or count of any commodity or thing while manufacturing, processing, or preparing the commodity or thing for market;

(B) a pharmacy device used for determining the appropriate dosage of any medication or medical treatment; or

(C) U.S. Postal Service scales.

(3) “Secretary” means the Secretary of the Agency of Agriculture, Food and Markets or his or her designee.

(4) “Dealer in weighing or measuring devices” means any person or employee thereof who sells, buys, exchanges, or trades commercial weighing or measuring devices in the State.

(5) Definitions of special units of measure. The term “barrel,” when used in connection with fermented liquor, means a unit of 31 gallons. The term “ton” means a unit of 2,000 pounds avoirdupois weight. The term “cord” means the amount of wood that is contained in a space of 128 cubic feet and a run of wood is 42⅔ cubic feet when the wood is ranked and well stowed.

(6) “Inspector” means a State inspector of weights and measures.

(7) “Intrastate commerce” means commerce or trade that is begun, carried on, and completed wholly within the limits of the State of Vermont, and the phrase “introduced into intrastate commerce” shall be construed to define the time and place at which the first sale and delivery being made either directly to the purchaser or to a common carrier for shipment to the purchaser.

(8) “Licensed public weighmaster” means a natural person licensed under this chapter.

(9) “Maple syrup; legal weight and measure” means the legal weight of a gallon of maple syrup shall not be less than 11.07 pounds and the legal measure thereof shall be 231 cubic inches (128 fluid ounces) at 68 degrees F. Whenever maple syrup is sold by the gallon, quart, pint, or gill, or multiple fraction thereof, it must be sold according to that legal weight and measure.

(10) “Person” means both the plural and singular, as the case demands and includes individuals, partnerships, corporations, companies, societies, and associations.

(11) “Service person of weighing and measuring devices” means any person or employee thereof who installs, services, repairs, or reconditions commercial weighing or measuring devices in the State.

(12) “Sell” and “sale” means barter and exchange.

(13) “Standard bushel for apples” means a container having a capacity of not less than one U.S. standard bushel or 2150.42 cubic inches.

(14) “Weights and measures” means all weights and measures of every kind, instruments and devices for weighing and measuring, and any appliances and accessories associated with any or all such instruments and devices including electric vehicle supply equipment available to the public, as defined in subdivision 2730(a)(14) of this title, but not including meters for the measurement of electricity, gas (natural or manufactured), or water when they are operated in a public utility system. Such electricity, gas, and water meters are specifically excluded from the purview of this chapter, and this chapter shall not apply to such meters or to any appliances or accessories associated therewith.

(15) “Vehicle” means any device in, upon, or by which any property, produce, commodity, or article is or may be transported or drawn.
9 V.S.A. § 2470gg — VT Code / Title 9 / Chapter 63 / Section 2470gg
§ 2470gg. Billing information
Status: in_force

No person who offers or sells third-party discount membership programs shall obtain billing information relating to a consumer except directly from the consumer.
9A V.S.A. § 324 — VT Code / Title 9A / Chapter 2 / Section 324
§§ 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 or she must tender them on arrival but he or she assumes no obligation that the goods will arrive unless he or she has caused the non-arrival; 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 (§ 2—613).
9 V.S.A. § 43 — VT Code / Title 9 / Chapter 4 / Section 43
§ 43. Deposit requirement prohibited; exception
Status: in_force

A lender shall not, as a condition to granting or extending a loan, require a borrower to keep or place any sum on deposit with the lender or nominee of the lender, except for deposit arrangements directly related to secured credit cards in a manner consistent with rules adopted by the Commissioner, rules that shall include disclosure requirements, and specific types of alternative mortgages approved by the Commissioner as provided in 8 V.S.A. § 1256. Any deposit arrangement permitted under this section shall not result in an effective interest rate that exceeds legal rates established in 9 V.S.A. § 41a.
9 V.S.A. § 3801 — VT Code / Title 9 / Chapter 95 / Section 3801
§ 3801. White lead defined
Status: in_force

The words “white lead,” as used in this chapter, shall apply to the basic carbonate and the basic sulphate of lead.
9A V.S.A. § 301 — VT Code / Title 9A / Chapter 2A / Section 301
§§ 2A-301. Enforceability of lease contract
Status: in_force

Except as otherwise provided in this article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the parties.
9 V.S.A. § 4005a — VT Code / Title 9 / Chapter 102 / Section 4005a
§ 4005a. Fund held in trust; commingling; no effect on title to real property
Status: in_force

(a) As used in this section:

(1) “Claim” means any valid claim for materials furnished or services rendered in the construction, repair, remodeling, improvement, or renovation of any building or structure for which the claimant has a lien or the right to claim a lien.

(2) “Express trust” means funds that have been paid by an owner, for or in connection with services, labor, or materials used in an improvement of real property, which are to be held by a contractor or subcontractor, in express trust, for those services, labor, or materials. Any such contractor or subcontractor who accepts money from any owner or contractor shall become the trustee of the express trust that is created pursuant to this section. The amounts received by such contractor or subcontractor under or in connection with each building project shall be a separate trust and the contractor or subcontractor, or any successor or assign or both of such contractor or subcontractor that hold such trust funds, shall be a trustee thereof. These funds are not required to be held in any separate account by a contractor or subcontractor. Such trust shall be effective against and shall have priority over any unsecured interest of a party seeking payment from such contractor or subcontractor for claims other than those that are due and owing by reason of the specific building project for which the trust was created, whether such creditors are foreign attachment or other judicial lien creditors, a trustee in bankruptcy, or similar creditors or representatives or creditors of the contractor or subcontractor.

(b) Funds held in express trust are not required to be held in any separate account by a contractor or subcontractor.

(c) No express trust shall be required for a federal, State, or municipal project.

(d) The amount payable to any contractor or subcontractor under any contract for the construction, repair, remodeling, improvement, or renovation of any building or structure shall, upon receipt by such contractor or subcontractor, be held in express trust by such contractor or subcontractor for the payment of all claims that are due and owing, or to become due and owing, by such contractor or subcontractor by reason of such construction, repair, remodeling, improvement, or renovation.

(e) Any amount required to be held in express trust under this section shall be applied to the payment of the corresponding claims specified in this section.

(f) Nothing in this section shall be construed to create a lien on real property. The existence of an express trust under this section shall not prohibit the filing or enforcement of a lien against the affected real property pursuant to chapter 51 of this title by any claimant. A priority lien of a secured lender shall not be subordinate to an express trust.

(g) In the case of an express trust that is not held by a corporation, limited liability partnership, or limited liability company, liability for sums due under this section shall only attach to the principal or head of the company which holds the funds under the express trust.
9 V.S.A. § 46 — VT Code / Title 9 / Chapter 4 / Section 46
§ 46. Exceptions
Status: in_force

Section 43 of this title, relating to deposit requirements, and section 45 of this title, relating to prepayment penalties, shall not apply and the parties may contract for a rate of interest in excess of the rate provided in section 41a of this title in the case of:

(1) obligations of corporations, including municipal and nonprofit corporations; or

(2) obligations incurred by any person, partnership, association, or other entity to finance in whole or in part income-producing business or activity, but not including obligations incurred to finance family dwellings of four units or fewer when used as a residence by the borrower or to finance real estate that is devoted to agricultural purposes as part of an operating farming unit when used as a residence by the borrower; or

(3) obligations to finance the purchase, construction, or improvement of property for seasonal or part-time occupancy and not as a place of legal residence; or

(4) obligations guaranteed or insured by the United States of America or any agency thereof.
9 V.S.A. § 2404 — VT Code / Title 9 / Chapter 61 / Section 2404
§ 2404. Investigations and complaints; powers of Commissioner
Status: in_force

(a) The Commissioner, if he or she has reasonable cause to believe that any licensee or other person has violated any of the provisions of this chapter, may make such investigation as he or she shall deem necessary, and, to the extent necessary for this purpose, the Commissioner or his or her authorized representative may examine the licensee or any other person and shall have the power to compel the production of all relevant books, records, and documents.

(b) Any buyer having reason to believe that this chapter has been violated with respect to this retail installment contract may file with the Commissioner a written complaint setting forth the details of the alleged violation.

(c) The Commissioner may issue subpoenas to compel the attendance of witnesses and the production of books, records, documents, and other evidence before him or her in any matter over which he or she has jurisdiction, control, or supervision pertaining to this chapter. The Commissioner shall have the power to administer oaths and affirmations to any person whose testimony is required.
9 V.S.A. § 2494t — VT Code / Title 9 / Chapter 63 / Section 2494t
§ 2494t. Notification; recall of prohibited products [Effective January 1, 2026]
Status: in_force

(a) A manufacturer of class B firefighting foam containing intentionally added PFAS shall provide written notice to persons that sell the manufacturer's products in this State about the restrictions imposed by this subchapter not less than one year prior to the effective date of the restrictions.

(b) Unless a class B firefighting foam containing intentionally added PFAS is intended for use at a terminal and the person operating a terminal holds a temporary exemption pursuant to subsection 2494r(b) of this title, a manufacturer that produces, sells, or distributes a class B firefighting foam containing intentionally added PFAS shall:

(1) recall the product and reimburse the retailer or any other purchaser for the product; and

(2) issue either a press release or notice on the manufacturer's website describing the product recall and reimbursement requirement established in this subsection.
9 V.S.A. § 2574 — VT Code / Title 9 / Chapter 71 / Section 2574
§ 2574. Destroying or polluting butter crates or carriers; penalty
Status: in_force

A person who puts any unclean or foul matter into a receptacle, the owner of which has complied with the provisions of section 2571 of this title, or who mutilates, destroys, or pollutes a butter crate or carrier, shall be fined not more than $5.00 or less than $0.50 for each receptacle so defiled, mutilated, or destroyed, and, for each subsequent offense, shall be fined not more than $20.00 nor less than $2.00 for each receptacle so defiled, mutilated, or destroyed.
9 V.S.A. § 2480l — VT Code / Title 9 / Chapter 63 / Section 2480l
§ 2480l. Verification of change of consumer's address for preapproved offers of credit
Status: in_force

A credit card issuer that mails an offer or solicitation to receive a credit card and, in response, receives a completed application for a credit card that lists an address that is substantively different from the address on the offer or solicitation shall make a commercially reasonable attempt to verify the change of address, which may include checking addresses on other open accounts.
9A V.S.A. § 302 — VT Code / Title 9A / Chapter 2 / Section 302
§§ 2-302. Unconscionable contract or clause
Status: in_force

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
9A V.S.A. § 304 — VT Code / Title 9A / Chapter 3 / Section 304
§§ 3-304. Overdue instrument
Status: in_force

(a) An instrument payable on demand becomes overdue at the earliest of the following times:

(1) on the day after the day demand for payment is duly made;

(2) if the instrument is a check, 90 days after its date; or

(3) if the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.

(b) With respect to an instrument payable at a definite time the following rules apply:

(1) If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.

(2) If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.

(3) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.

(c) Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.
9A V.S.A. § 522 — VT Code / Title 9A / Chapter 9 / Section 522
§§ 9-522. Maintenance and destruction of records
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 section 9—515 of this title 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 recorded in the filing office described in subdivision 9—501(a)(1) of this title, by using the file number assigned to the initial financing statement to which the record relates and the date that the record was recorded; or

(2) if the record was filed in the filing office described in subdivision 9—501(a)(2) of this title, 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) of this section.
9 V.S.A. § 2297 — VT Code / Title 9 / Chapter 57 / Section 2297
§ 2297. Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
9 V.S.A. § 2653 — VT Code / Title 9 / Chapter 73 / Section 2653
§ 2653. State standards of weight and measure
Status: in_force

Such weights and measures in conformity with the standards of the United States as have been supplied to the State by the federal government or otherwise obtained by the State for use as State standards shall, when they have been certified as being satisfactory for use as such by the National Institute of Standards and Technology, be the State standards of weight and measure. The State standards shall be kept in a safe and suitable place. They shall not be removed from the laboratory except for repairs or for calibration, or as otherwise necessary to carry out the provisions of this chapter.
9 V.S.A. § 3002 — VT Code / Title 9 / Chapter 81 / Section 3002
§ 3002. Excessive toll; penalty
Status: in_force

An owner or occupant of such gristmill who exacts a greater amount of toll than is set forth in such notice shall forfeit $3.00 to the person injured to be recovered in a civil action on this statute.
9 V.S.A. § 2390 — VT Code / Title 9 / Chapter 60 / Section 2390
§ 2390. Remedies and penalties
Status: in_force

All remedies and penalties available to a consumer and the Attorney General under chapter 63 of this title shall apply to violations of this chapter.
9 V.S.A. § 2691 — VT Code / Title 9 / Chapter 73 / Section 2691
§ 2691. Meat, poultry, and seafood
Status: in_force

Except for immediate consumption on the premises where sold or as one of several elements comprising a ready-to-eat meal sold by an eating establishment as a unit for consumption elsewhere than on the premises where sold, all meat, meat products, poultry, and all seafoods except mollusks offered or exposed for sale, or sold, as food shall be sold by weight. When meat, poultry, or seafood is combined with or associated with some other food elements to form either a distinctive food product or a food combination, such food product or combination shall be offered or exposed for sale and sold by weight, and the quantity representation may be the total weight of the product or combination, and a quantity representation need not be made for each of the several elements of the product or combination. Mollusks may be sold by weight or volume, but not by count except for oysters in the shell. On ready-to-cook, whole carcass, stuffed poultry, ready-to-cook stuffed poultry roasts, rolls, bars, and logs, and ready-to-cook stuffed poultry products designated by terms of similar import, the label must show the total net weight of the poultry product and, in proximity thereto, a statement specifying the minimum weight of poultry in the product.
9 V.S.A. § 3889 — VT Code / Title 9 / Chapter 97A / Section 3889
§ 3889. Stolen property notification system
Status: in_force

(a) The Department of Public Safety shall develop and implement a statewide stolen property notification system, the purpose of which shall be to facilitate timely electronic communication concerning the reported theft of precious metal among precious metal dealers and law enforcement agencies throughout the State.

(b)(1) Upon receiving an official report of theft of precious metal, the Department shall use the System to contact each precious metal dealer at the e-mail address provided pursuant to subdivision 3882(b)(1) of this title and each law enforcement agency that provides an e-mail address for that purpose.

(2) The Department shall include in its notification any information it determines in its discretion is appropriate to assist precious metal dealers and law enforcement agencies in identifying stolen precious metal and in expediting both the return of the stolen property to its owner and the identification and apprehension of suspects.

(3) Notwithstanding subdivision (2) of this subsection, the Department shall redact any personally identifiable information in a notification issued pursuant to this section concerning the identity or any communications with a purported victim and any precious metal dealer unless the victim or dealer expressly waives confidentiality in a writing submitted to the Department for that purpose.
9 V.S.A. § 2974 — VT Code / Title 9 / Chapter 80 / Section 2974
§ 2974. Chlorinated flame retardants
Status: in_force

(a) Except for inventory manufactured prior to January 1, 2014, no person, other than a retailer, shall, as of January 1, 2014, manufacture, offer for sale, distribute for sale, or knowingly sell in or into this State any children's product or residential upholstered furniture that contains a concentration of TCEP or TDCPP that is greater than 0.1 percent by weight in any product component.

(b) A retailer shall not, as of July 1, 2014, knowingly sell or offer for sale in or into this State any children's product or residential upholstered furniture that contains a concentration of TCEP or TDCPP that is greater than 0.1 percent by weight in any product component.

(c)(1) Notwithstanding the requirements of subsections (a) and (b) of this section, the 0.1 percent-by-weight thresholds under this section for TCEP and TDCPP shall be applied to an individual article and not to individual product components for the following:

(A) personal computers, audio and video equipment, calculators, wireless telephones, game consoles, handheld devices incorporating a screen that are used to access interactive software and their associated peripherals, and cable and other similar connecting devices; and

(B) interactive software intended for leisure and entertainment, such as computer games, and their storage media, such as compact discs.

(2) In applying the requirements of the 0.1 percent-by-weight thresholds under this section for TCEP and TDCPP to an individual article under this subsection, the Attorney General shall interpret what constitutes an “article” in a manner that is consistent with industry practices and guidance, including the European Union's Registration, Evaluation, and Restriction on Chemical Substances regulation, known as “REACH,” Regulation (EC) Number 1907/2006, Art. 3(3).
9A V.S.A. § 301 — VT Code / Title 9A / Chapter 8 / Section 301
§§ 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.
9 V.S.A. § 277 — VT Code / Title 9 / Chapter 20 / Section 277
§ 277. Provision of information in writing; presentation of records
Status: in_force

(a) If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.

(b) If a law other than this chapter requires a record to be posted or displayed in a certain manner, to be sent, communicated, or transmitted by a specified method, or to contain information that is formatted in a certain manner, the following rules apply:

(1) The record must be posted or displayed in the manner specified in the other law.

(2) Except as otherwise provided in subdivision (d)(2) of this section, the record must be sent, communicated, or transmitted by the method specified in the other law.

(3) The record must contain the information formatted in the manner specified in the other law.

(c) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient.

(d) The requirements of this section may not be varied by agreement, but:

(1) to the extent a law other than this chapter requires information to be provided, sent, or delivered in writing but permits that requirement to be varied by agreement, the requirement under subsection (a) of this section that the information be in the form of an electronic record capable of retention may also be varied by agreement; and

(2) a requirement under a law other than this chapter to send, communicate, or transmit a record by first-class mail may be varied by agreement to the extent permitted by the other law.
9 V.S.A. § 3621 — VT Code / Title 9 / Chapter 93 / Section 3621
§ 3621. Administrative assistant and billboard clerk of outdoor advertising; appointment
Status: in_force

The Secretary of Transportation is authorized to appoint an administrative assistant and billboard clerk of outdoor advertising, and such assistants, clerical and otherwise as may be necessary, to prescribe the duties of the administrative assistant and billboard clerk, and, with the approval and consent of the Governor, to prescribe the salary for the administrative assistant. Said billboard clerk and such other assistants, clerical and otherwise, shall be included in and subject to the requirements of the classification and compensation plan of the personnel system authorized in 3 V.S.A. § 310.
9 V.S.A. § 2510 — VT Code / Title 9 / Chapter 67 / Section 2510
§ 2510. Pay-per-call fulfillment services
Status: in_force

It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services that involve provision of value-added information, not product sales, with a supplemental tangible item sent free of charge to the customer after the completion of the call unless all advertisements and promotions for such services include:

(1) an 800 number or business name and full address for callers to obtain additional information or to follow up on items not yet received; and

(2) the true market value of the item to be sent free of charge and a complete and accurate description of the item.
9 V.S.A. § 280 — VT Code / Title 9 / Chapter 20 / Section 280
§ 280. Notarization and acknowledgment
Status: in_force

If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.
9A V.S.A. § 707 — VT Code / Title 9A / Chapter 2 / Section 707
§§ 2-707. "Person in the position of a seller"
Status: in_force

(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his or her principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.

(2) A person in the position of a seller may as provided in this article withhold or stop delivery (§ 2—705) and resell (§ 2—706) and recover incidental damages (§ 2—710).
9A V.S.A. § 419 — VT Code / Title 9A / Chapter 3 / Section 419
§§ 3-419. Instruments signed for accommodation
Status: in_force

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

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

(c) A person signing an instrument is presumed to be an accommodation party and there is notice that the instrument is signed for accommodation if the signature is an anomalous indorsement or is accompanied by words indicating that the signer is acting as surety or guarantor with respect to the obligation of another party to the instrument. Except as provided in section 3—605 of this title, the obligation of an accommodation party to pay the instrument is not affected by the fact that the person enforcing the obligation had notice when the instrument was taken by that person that the accommodation party signed the instrument for accommodation.

(d) If the signature of a party to an instrument is accompanied by words indicating unambiguously that the party is guaranteeing collection rather than payment of the obligation of another party to the instrument, the signer is obliged to pay the amount due on the instrument to a person entitled to enforce the instrument only if (i) execution of judgment against the other party has been returned unsatisfied, (ii) the other party is insolvent or in an insolvency proceeding, (iii) the other party cannot be served with process, or (iv) it is otherwise apparent that payment cannot be obtained from the other party.

(e) An accommodation party who pays the instrument is entitled to reimbursement from the accommodated party and is entitled to enforce the instrument against the accommodated party. An accommodated party who pays the instrument has no right of recourse against, and is not entitled to contribution from, an accommodation party.
9A V.S.A. § 525 — VT Code / Title 9A / Chapter 9 / Section 525
§§ 9-525. Fees
Status: repealed

(a) The fee for filing and indexing a record under this article is $45.00.

(b) In addition to the fee provided in subsection (a) of this section:

(1) the fee for filing and indexing an initial financing statement of the kind described in subsection 9-502(c) of this title is $25.00;

(2) the fee for filing and indexing a record under this article for a manufactured home, transmitting utility, or public finance transaction is $25.00.

(c) 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 $35.00.

(d) [Repealed.]
9 V.S.A. § 2299 — VT Code / Title 9 / Chapter 57 / Section 2299
§ 2299. Short title
Status: in_force

This chapter, which was formerly cited as the Uniform Fraudulent Transfer Act, may be cited as the Uniform Voidable Transactions Act.
9A V.S.A. § 337 — VT Code / Title 9A / Chapter 9 / Section 337
§§ 9-337. Priority of security interests in goods covered by certificate of title
Status: in_force

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this State issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:

(1) a buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

(2) the security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under subsection 9—311(b) of this title, after issuance of the certificate and without the conflicting secured party's knowledge of the security interest.
9 V.S.A. § 2481a — VT Code / Title 9 / Chapter 63 / Section 2481a
§ 2481a. Definitions
Status: in_force

In this chapter:

(1) “Charitable sales promotion” means an advertising or sales campaign conducted in this State by a commercial coventurer in which it is represented to the public that an amount per unit of goods or services purchased or used by the public or an amount based on aggregate purchases or use by the public will benefit a charitable organization or charitable purpose. “Charitable sales promotion” does not include:

(A) a promotion in which 100 percent of the amount paid for the goods or services will benefit a charitable organization or charitable purpose;

(B) a promotion in which a commercial coventurer does not generate a net profit; or

(C) a promotion that does not involve the sale or lease of goods or services.

(2) “Commercial coventurer” means a person who for profit is regularly and primarily engaged in trade or commerce in this State other than in connection with the raising of funds for charitable purposes and who represents to the public that an amount per unit of goods or services purchased or used by the public or an amount based on aggregate purchases or use by the public will benefit a charitable organization or charitable purpose.

(3) “Representation” means an advertisement, commercial, or other communication to the public in any medium.
9A V.S.A. § 709 — VT Code / Title 9A / Chapter 9 / Section 709
§§ 9-709. Priority
Status: in_force

(a) The provisions of this article as in effect prior to July 1, 2001 determine the priority of conflicting claims to collateral if the relative priorities of the parties were fixed before July 1, 2001. In other cases, the provisions of this article as in effect on and after July 1, 2001 determine priority.

(b) For purposes of subsection 9—322(a) of this title as in effect on and after July 1, 2001, the priority of a security interest that becomes a perfected security interest under section 9—704 of this title as in effect on and after July 1, 2001 dates from the time the applicable requirements for perfection are satisfied. This subsection does not apply to conflicting security interests, each of which becomes a perfected security interest under section 9—704 of this title as in effect on and after July 1, 2001.

(c) For purposes of subsection 9—322(a) of this title as in effect on and after July 1, 2001, the priority of a security interest that becomes enforceable under section 9—203 of this title as in effect on and after July 1, 2001 dates from July 1, 2001 if the security interest is perfected under the provisions of this article as in effect on and after July 1, 2001 by the filing of a financing statement before July 1, 2001 which would not have been effective to perfect the security interest under the provisions of this article as in effect prior to July 1, 2001. This subsection does not apply to conflicting security interests, each of which is perfected by the filing of such a financing statement.
9A V.S.A. § 306A — VT Code / Title 9A / Chapter 9 / Section 306A
§§ 9-306A. Law governing perfection and priority of security interests in chattel paper
Status: in_force

(a) Except as provided in subsection (d) of this section, if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.

(b) The following rules determine the chattel paper's jurisdiction under this section:

(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this section, this article, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

(2) If subdivision (1) of this subsection does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this article, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

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

(4) If subdivisions (1), (2), and (3) of this subsection do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

(5) If subdivisions (1) through (4) of this subsection do not apply, the chattel paper's jurisdiction is the jurisdiction in which the debtor is located.

(c) If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

(1) perfection of a security interest in the chattel paper by possession under section 9—314A of this title; and

(2) the effect of perfection or nonperfection and the priority of a security interest in the chattel paper.

(d) The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.
9A V.S.A. § 306 — VT Code / Title 9A / Chapter 8 / Section 306
§§ 8-306. Effect of guaranteeing signature, indorsement, or instruction
Status: in_force

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

(1) the signature was genuine;

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

(3) the signer had legal capacity to sign.

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

(1) the signature was genuine;

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

(3) the signer had legal capacity to sign.

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

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

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

(d) A guarantor under subsections (a) and (b) of this section or a special guarantor under subsection (c) of this section does not otherwise warrant the rightfulness of the transfer.

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

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

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

(h) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
9A V.S.A. § 318 — VT Code / Title 9A / Chapter 9 / Section 318
§§ 9-318. No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers
Status: in_force

(a) A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.

(b) For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer's security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.
9A V.S.A. § 206 — VT Code / Title 9A / Chapter 1 / Section 206
§§ 1-206. Presumptions
Status: in_force

Whenever this title creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
9A V.S.A. § 406 — VT Code / Title 9A / Chapter 3 / Section 406
§§ 3-406. Negligence contributing to forged signature or alteration of instrument
Status: in_force

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

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

(c) Under subsection (a) of this section, the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection (b) of this section, the burden of proving failure to exercise ordinary care is on the person precluded.
9 V.S.A. § 5406 — VT Code / Title 9 / Chapter 150 / Section 5406
§ 5406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative
Status: in_force

(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with section 5611 of this chapter, and paying the fee specified in section 5410 of this chapter and any reasonable fees charged by the designee of the Commissioner for processing the filing. The application must contain:

(1) the information or record required for the filing of a uniform application; and

(2) upon request by the Commissioner, any other financial or other information or record that the Commissioner determines is appropriate.

(b) If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) If an order is not in effect and a proceeding is not pending under section 5412 of this chapter or if the applicant and the Commissioner or the Commissioner's designee have not mutually agreed to delay effectiveness for a specified period of time, registration becomes effective at noon on the 45th day after a completed application is filed, unless registration is denied. A rule adopted or order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the 45th day after the filing of any amendment completing the application.

(d) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under section 5412 of this chapter, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this chapter, by paying the fee specified in section 5410 of this chapter, and by paying costs charged by the designee of the Commissioner for processing the filings.

(e) A rule adopted or order issued under this chapter may impose such other conditions not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.