9A V.S.A. § 303 — VT Code / Title 9A / Chapter 7 / Section 303
§§ 7-303. Diversion; reconsignment; change of instructions
Status: in_force

(a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from:

(1) the holder of a negotiable bill;

(2) the consignor on a nonnegotiable bill, even if the consignee has given contrary instructions;

(3) the consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or

(4) the consignee on a nonnegotiable bill, if the consignee is entitled as against the consignor to dispose of the goods.

(b) Unless instructions described in subsection (a) of this section are included in a negotiable bill of lading, a person to which the bill is duly negotiated may hold the bailee according to the original terms.
9A V.S.A. § 325 — VT Code / Title 9A / Chapter 2 / Section 325
§§ 2-325. "Letter of credit" term; "confirmed credit"
Status: in_force

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.

(2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him or her.

(3) Unless otherwise agreed the term “letter of credit” or “banker's credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market.
9A V.S.A. § 113 — VT Code / Title 9A / Chapter 8 / Section 113
§§ 8-113. Statute of frauds inapplicable
Status: in_force

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
9 V.S.A. § 2480r — VT Code / Title 9 / Chapter 63 / Section 2480r
§ 2480r. Severability
Status: in_force

If any provision of this subchapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this subchapter that can be given effect without the invalid provision or application, and, to this end, the provisions of this subchapter are severable.
9A V.S.A. § 710 — VT Code / Title 9A / Chapter 2 / Section 710
§§ 2-710. Seller's incidental damages
Status: in_force

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
9 V.S.A. § 4358 — VT Code / Title 9 / Chapter 134 / Section 4358
§ 4358. Protection of registering entity
Status: in_force

(a) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by this chapter.

(b) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in this chapter.

(c) A registering entity is discharged from all claims to a security by the estate, creditors, heirs, or devisees of a deceased owner if it registers a transfer of the security in accordance with section 4357 of this chapter and does so in good faith reliance (i) on the registration, (ii) on this chapter, and (iii) on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary's representatives, or other information available to the registering entity. The protections of this chapter do not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity affects its right to protection under this chapter.

(d) The protection provided by this chapter to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds.
9 V.S.A. § 4607 — VT Code / Title 9 / Chapter 143 / Section 4607
§ 4607. Effect on other law
Status: in_force

(a) Except as provided in subsection (b) of this section, this chapter displaces conflicting tort, restitutionary, and any other law of this State providing civil remedies for misappropriation of a trade secret.

(b) This chapter does not affect:

(1) contractual remedies, whether or not based upon misappropriation of a trade secret;

(2) other civil remedies that are not based upon misappropriation of a trade secret; or

(3) criminal remedies, whether or not based upon misappropriation of a trade secret.
9A V.S.A. § 104 — VT Code / Title 9A / Chapter 4 / Section 104
§§ 4-104. Definitions and index of definitions
Status: in_force

(a) In this article, unless the context otherwise requires:

(1) “Account” means any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft, or like account, other than an account evidenced by a certificate of deposit;

(2) “Afternoon” means the period of a day between noon and midnight;

(3) “Banking day” means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions;

(4) “Clearing house” means an association of banks or other payors regularly clearing items;

(5) “Customer” means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank;

(6) “Documentary draft” means a draft to be presented for acceptance or payment if specified documents, certificated securities (§ 8—102) or instructions for uncertificated securities (§ 8—102), or other certificates, statements, or the like are to be received by the drawee or other payor before acceptance or payment of the draft;

(7) “Draft” means a draft as defined in § 3—104 or an item, other than an instrument, that is an order;

(8) “Drawee” means a person ordered in a draft to make payment;

(9) “Item” means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Article 4A of this title or a credit or debit card slip;

(10) “Midnight deadline” with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later;

(11) “Settle” means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final;

(12) “Suspends payments” with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over, or that it ceases or refuses to make payments in the ordinary course of business.

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

“Agreement for electronic presentment” § 4—110

“Bank” § 4—105

“Collecting bank” § 4—105

“Depositary bank” § 4—105

“Intermediary bank” § 4—105

“Payor bank” § 4—105

“Presenting bank” § 4—105

“Presentment notice” § 4—110

(c) “Control” as provided in section 7—106 of this title and the following definitions in other articles apply to this article:

“Acceptance” § 3—409

“Alteration” § 3—407

“Cashier's check” § 3—104

“Certificate of deposit” § 3—104

“Certified check” § 3—409

“Check” § 3—104

“Demand draft” § 3—104

“Holder in due course” § 3—302

“Instrument” § 3—104

“Notice of dishonor” § 3–503

“Order” § 3—103

“Ordinary care” § 3—103

“Person entitled to enforce” § 3—301

“Presentment” § 3—501

“Promise” § 3—103

“Prove” § 3—103

“Teller's check” § 3—104

“Unauthorized signature” § 3—403

(d) In addition, Article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article.
9 V.S.A. § 1926 — VT Code / Title 9 / Chapter 51 / Section 1926
§ 1926. Death of landowner; effect on lien
Status: in_force

When the owner of real estate dies after a lien has been recorded, or dies pending an action brought against him or her to enforce a lien on such real estate, the action or lien shall not abate or be affected by the death of such owner, but the executor or administrator of the deceased shall be cited in and the action shall proceed to final judgment against the representative of the deceased defendant. Such real estate shall be holden for the amount due upon such judgment, with the cost of the copy of the record of the judgment and recording, as if it had been mortgaged for the payment of the same, in like manner as if the deceased defendant were alive. Such lien shall not be enforced to the diminution of a right or interest given by law to the surviving husband or wife, as the case may be, or to the children of such deceased person.
9A V.S.A. § 101 — VT Code / Title 9A / Chapter 5 / Section 101
§§ 5-101. Short title
Status: in_force

This article may be cited as Uniform Commercial Code—Letters of Credit.
9A V.S.A. § 301 — VT Code / Title 9A / Chapter 1 / Section 301
§§ 1-301. Territorial applicability; parties' power to choose applicable law
Status: in_force

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

(b) In the absence of an agreement effective under subsection (a) of this section, and except as provided in subsection (c), this title applies to transactions bearing an appropriate relation to this state.

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

(1) Section 2—402. Rights of Creditors Against Sold Goods;

(2) Sections 2A—105 and 2A—106. Applicability of this Article on Leases;

(3) Section 4—102. Applicability of the Article on Bank Deposits;

(4) Section 4A—507. Governing Law in the Article on Funds Transfers;

(5) Section 5—116. Letters of Credit;

(6) Section 8—110. Applicability of the Article on Investment Securities;

(7) Sections 9—301 through 9—307. Law Governing Perfection, the Effect of Perfection or Nonperfection, and the Priority of Security Interests;

(8) Section 12—107. Governing Law.
9 V.S.A. § 1951 — VT Code / Title 9 / Chapter 51 / Section 1951
§ 1951. Artisan's lien
Status: in_force

A person who makes, alters, launders, dry cleans, or repairs an article of personal property, at the request of the owner, shall have a lien thereon for his or her reasonable charges and may retain possession of the property until the same are paid.
9 V.S.A. § 2381 — VT Code / Title 9 / Chapter 60 / Section 2381
§ 2381. Definitions
Status: in_force

As used in this chapter:

(1) “Agricultural finance lease” or “lease” means a lease of property to a farmer under which:

(A) the lease transfers ownership of the leased property to the lessee by the end of the lease term;

(B) the lease contains an option for the lessee to purchase the leased property at the end of the lease term;

(C) the lease term is equal to or greater than 75 percent of the estimated economic life of the leased property; or

(D) when the lease is executed, the present value of the rental and other minimum lease payments equals or exceeds 90 percent of the fair market value of the leased property less any investment tax credit retained by the lessor.

(2) “Commissioner” means the Commissioner of Financial Regulation.

(3) “Fair market value” means the price the leased property would be sold for in a transaction between willing and informed parties in an arms-length transaction.

(4) “Farmer” means any person engaged in farming.

(5) “Farming” means those activities described in 10 V.S.A. § 6001(22).

(6) “Leased property” or “property” means personal property leased by a lessor to a farmer lessee for use in farming, including goods, livestock, equipment and machinery, bulk milk tanks, silos, manure storage systems, tools, fixtures that were personal property at the time the lease was entered into, and accessories. The term also includes the cost of installation, if any.

(7) “Lessee” means a person who acquires the right to possession and use of leased property under an agricultural finance lease.

(8) “Lessor” means a person who transfers the right to possession and use of leased property under an agricultural finance lease, and agents, successors, and assigns of the lessor. The term also includes a person who is the manufacturer, seller, supplier, or dealer of the leased property if the lessor is wholly owned as a subsidiary corporation by, or wholly owns as a subsidiary corporation, such a person, or if there is common ownership or management in any other form between the lessor and that person.
9 V.S.A. § 202 — VT Code / Title 9 / Chapter 4 / Section 202
§ 202. Applicability
Status: in_force

This subchapter applies only to transactions involving loans made by lenders, which loans are secured by a first lien on owner-occupied one-to-four-unit residential real estate, including first and second homes.
9A V.S.A. § 803 — VT Code / Title 9A / Chapter 9 / Section 803
§§ 9-803. Security interest perfected before effective date
Status: in_force

(a) A security interest that is a perfected security interest immediately before the Act takes effect is a perfected security interest under Article 9 of this title, as amended by the Act if, when the Act takes effect, the applicable requirements for attachment and perfection under Article 9 of this title, as amended by the Act, are satisfied without further action.

(b) Except as otherwise provided in section 9-805 of this title, if, immediately before the Act takes effect, a security interest is a perfected security interest, but the applicable requirements for perfection under Article 9 of this title, as amended by the Act, are not satisfied when the Act takes effect, the security interest remains perfected thereafter only if the applicable requirements for perfection under Article 9 of this title, as amended by the Act, are satisfied within one year after the Act takes effect.
9 V.S.A. § 4043 — VT Code / Title 9 / Chapter 105 / Section 4043
§ 4043. Fraudulent use
Status: in_force

A person shall not with intent to defraud, obtain, or attempt to obtain money, property, services, or any other thing of value, by the use of a credit card that he or she knows, or reasonably shall have known, to have been stolen, forged, revoked, cancelled, unauthorized, or invalid for use by him or her for such purpose.
9 V.S.A. § 5403 — VT Code / Title 9 / Chapter 150 / Section 5403
§ 5403. Investment adviser registration requirement and exemptions
Status: in_force

(a) It is unlawful for a person to transact business in this State as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b) of this section.

(b) The following persons are exempt from the registration requirement of subsection (a) of this section:

(1) a person without a place of business in this State that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this State are:

(A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;

(B) institutional investors;

(C) bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

(D) any other client exempted by rule adopted or order issued under this chapter;

(2) a person without a place of business in this State if the person has had, during the preceding 12 months, not more than five clients that are resident in this State in addition to those specified under subdivision (1) of this subsection; or

(3) any other person exempted by rule adopted or order issued under this chapter.

(c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this State if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the Commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

(d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this State on behalf of the investment adviser unless the individual is registered under subsection 5404(a) of this chapter or is exempt from registration under subsection 5404(b).
9A V.S.A. § 208 — VT Code / Title 9A / Chapter 7 / Section 208
§§ 7-208. Altered warehouse receipts
Status: in_force

If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.
9A V.S.A. § 204 — VT Code / Title 9A / Chapter 2 / Section 204
§§ 2-204. Formation in general
Status: in_force

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

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

(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
9A V.S.A. § 307 — VT Code / Title 9A / Chapter 8 / Section 307
§§ 8-307. Purchaser's right to requisites for registration of transfer
Status: in_force

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
9 V.S.A. § 4175 — VT Code / Title 9 / Chapter 115 / Section 4175
§ 4175. Fees and costs
Status: in_force

There shall be no filing fee or costs assessed against the consumer for using the Vermont Motor Vehicle Arbitration Board or the manufacturer's dispute settlement mechanism. In the event an authorized franchise dealer or any of its employees, including technicians or service personnel, are called upon to testify or produce documents, repair orders, or other materials in any arbitration held before the Vermont Motor Vehicle Arbitration Board or the manufacturer's dispute settlement mechanism, the person who requests the participation of the authorized franchise dealer or requests the production of documents must make arrangements in advance to reasonably compensate the dealer for the actual expense involved. Where a conflict arises as to actual expenses, the Board shall make that determination. In the event the consumer prevails, these costs shall be reimbursed to the consumer by the manufacturer.
9 V.S.A. § 3981 — VT Code / Title 9 / Chapter 101 / Section 3981
§ 3981. Loser may recover loss
Status: in_force

A person who pays money or other valuable thing lost at a game or sport or horse race may recover the value thereof of the person to whom it was paid in a civil action, if commenced within one month from the time of payment.
9A V.S.A. § 207 — VT Code / Title 9A / Chapter 3 / Section 207
§§ 3-207. Reacquisition
Status: in_force

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel indorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An indorser whose indorsement is cancelled is discharged, and the discharge is effective against any subsequent holder.
9 V.S.A. § 2882 — VT Code / Title 9 / Chapter 77 / Section 2882
§ 2882. Installation
Status: in_force

(a) A person who constructs a single-family dwelling shall install photoelectric-type or UL 217 compliant smoke alarms in the vicinity of any bedrooms and on each level of the dwelling, and one or more carbon monoxide alarms in the vicinity of any bedrooms in the dwelling in accordance with the manufacturer's instructions. In a dwelling provided with electrical power, alarms shall be powered by the electrical service in the building and by battery.

(b) Any single-family dwelling when transferred by sale or exchange shall contain photoelectric-type or UL 217 compliant smoke alarms in the vicinity of any bedrooms and on each level of the dwelling installed in accordance with the manufacturer's instructions and one or more carbon monoxide alarms installed in accordance with the manufacturer's instructions. A single-family dwelling constructed before January 1, 1994 may contain smoke alarms powered by the electrical service in the building or by battery, or by a combination of both. In a single-family dwelling newly constructed after January 1, 1994 that is provided with electrical power, smoke alarms shall be powered by the electrical service in the building and by battery. In a single-family dwelling newly constructed after July 1, 2005 that is provided with electrical power, carbon monoxide alarms shall be powered by the electrical service in the building and by battery.

(c) Nothing in this section shall require an owner or occupant of a single-family dwelling to maintain or use a smoke alarm or a carbon monoxide alarm after installation.
9A V.S.A. § 201 — VT Code / Title 9A / Chapter 9 / Section 201
§§ 9-201. General effectiveness of security agreement
Status: in_force

(a) Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.

(b) A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and (i) any other Vermont statute or regulation that regulates loans, credit sales, or other extensions of credit; and (ii) 9 V.S.A. chapter 63.

(c) In case of conflict between this article and a rule of law, statute, or regulation described in subsection (b) of this section, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) of this section has only the effect the statute or regulation specifies.

(d) This article does not:

(1) validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this section; or

(2) extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.
9 V.S.A. § 5503 — VT Code / Title 9 / Chapter 150 / Section 5503
§ 5503. Evidentiary burden
Status: in_force

(a) In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.

(b) In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
9 V.S.A. § 2480n — VT Code / Title 9 / Chapter 63 / Section 2480n
§ 2480n. Credit report files of deceased persons
Status: in_force

(a) An executor, administrator, or other person authorized to act on behalf of an estate of a deceased person may request that a credit reporting agency indicate on the deceased person's credit reporting file that the person is deceased. The credit reporting agency shall indicate on the deceased person's credit reporting file that the person is deceased within five business days of receipt of the following documentation from the executor, administrator, or other person authorized to act on behalf of the estate of the deceased person:

(1) a certificate of death, or a certificate of appointment, letters testamentary, or other order from the Probate Division of the Superior Court authorizing the executor, administrator, or other person to act on behalf of the estate of the deceased person; and

(2) a request to indicate on the deceased person's credit reporting file that the person is deceased.

(b) The credit reporting agency may remove the indication placed on the person's file pursuant to subsection (a) of this section if the credit reporting agency finds that the indication was placed on the person's file through material misrepresentation of fact. If the credit reporting agency intends to remove the indication pursuant to this subsection, the credit reporting agency shall notify the executor, administrator, or other person authorized to act on behalf of the estate in writing prior to removing the indication.
9A V.S.A. § 608 — VT Code / Title 9A / Chapter 2 / Section 608
§§ 2-608. Revocation of acceptance in whole or in part
Status: in_force

(1) The buyer may revoke his or her acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him or her if he or she has accepted it:

(a) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) without discovery of such nonconformity if his or her acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller's assurances.

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

(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he or she had rejected them.
9 V.S.A. § 2464b — VT Code / Title 9 / Chapter 63 / Section 2464b
§ 2464b. Registration of telemarketers
Status: in_force

(a) Every telemarketer shall register with the Secretary of State, on a form approved by the Secretary. In the case of a telemarketer who hires, whether on an hourly, commission, or independent contractor basis, one or more persons to conduct telephone solicitations, only the person who causes others to conduct telephone solicitations need register. The Secretary of State may adopt rules prescribing the manner in which registration under this section shall be conducted, including a requirement of notice to the Secretary by the telemarketer when the telemarketer ceases to do business in Vermont.

(b) The Secretary of State shall require that each telemarketer designate an agent for the purpose of submitting to the jurisdiction of the Vermont courts in any action brought for violations of section 2464a of this title.

(c) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:

(1) Registration: $125.00.

(2) Statement of change of designated agent or designated office, or both: $25.00, not to exceed $1,000.00 per filer per calendar year.
9 V.S.A. § 4100c — VT Code / Title 9 / Chapter 108 / Section 4100c
§ 4100c. Financing; Vermont Transportation Board
Status: in_force

(a) On July 1, 2009, and every year thereafter, there is imposed an annual fee upon each new motor vehicle dealer of $60.00 for each dealer license held by that dealer, and there is imposed upon each manufacturer an annual fee of $600.00 for each line-make of new motor vehicle that the manufacturer sells or distributes within this State.

(b) Upon the filing of a protest under this chapter, the protesting party shall pay to the Board a filing fee of $1,500.00.

(c) The Transportation Board shall administer the fees imposed under this section, and the fees shall be deposited into the Transportation Fund.

(d) The amount of the fee imposed by this section is intended to correlate to the amount of funding required by the Transportation Board to administer its duties under this chapter.
9 V.S.A. § 2481d — VT Code / Title 9 / Chapter 63 / Section 2481d
§ 2481d. Violations
Status: in_force

(a) A violation of this subchapter is deemed to be a violation of section 2453 of this title. This section shall not be construed to limit a commercial coventurer's liability under any other law.

(b) The Attorney General has the same authority to make rules, conduct civil investigations, and bring civil actions with respect to the acts and practices of a commercial coventurer as is provided under subchapter 1 of this chapter.
9A V.S.A. § 106 — VT Code / Title 9A / Chapter 12 / Section 106
§§ 12-106. Discharge of account debtor on controllable account or controllable payment intangible
Status: in_force

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(A) divide a payment;

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

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

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

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

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

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

(3) transfer the powers specified in subdivisions (1) and (2) of this subsection to another person.

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

(h) This section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
9A V.S.A. § 201 — VT Code / Title 9A / Chapter 7 / Section 201
§§ 7-201. Person that may issue a warehouse receipt; storage under bond
Status: in_force

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

(b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.
9A V.S.A. § 107B — VT Code / Title 9A / Chapter 9 / Section 107B
§§ 9-107B. No requirement to acknowledge or confirm; no duties
Status: in_force

(a) A person that has control under section 9—104, 9—105, or 9—105A of this title is not required to acknowledge that it has control on behalf of another person.

(b) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this article otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
9A V.S.A. § 506 — VT Code / Title 9A / Chapter 8 / Section 506
§§ 8-506. Duty of securities intermediary to exercise rights as directed by entitlement holder
Status: in_force

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

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

(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
9A V.S.A. § 403 — VT Code / Title 9A / Chapter 2A / Section 403
§§ 2A-403. Retraction of anticipatory repudiation
Status: in_force

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

(2) Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under section 2A—401 of this title.

(3) Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
9 V.S.A. § 4082 — VT Code / Title 9 / Chapter 107 / Section 4082
§ 4082. Forestry and industrial equipment
Status: repealed

(a) The General Assembly finds that geographic restrictions imposed on trade of certain forestry and industrial equipment within the State is not in the public interest. Restrictions on dealers of large and expensive pieces of industrial and forestry equipment to smaller geographical areas within the State unreasonably restrains trade, precludes any meaningful competition among a small number of dealers, and denies to Vermonters purchasing such equipment the benefits of free and open competition. The General Assembly therefore enacts this law to promote the public welfare by providing for free and open trade of large forestry and industrial equipment within the State.

(b) As used in this section, “forestry or industrial equipment” means heavy vehicular equipment and associated implements designed and intended for forestry or industrial purposes, and shall include all mechanical parts for such equipment.

(c) A supplier of forestry or industrial equipment shall not limit the geographic area in which a dealer may sell or deliver inventory. A supplier shall not charge a fee or fine or otherwise penalize a dealer either directly or indirectly for selling, or having sold, inventory to a consumer located outside of the dealer's trade area or primary area of responsibility if the selling dealer agrees in writing to the purchaser that the dealer will provide service during the standard factory warranty period, or otherwise to discriminate in shipping products or filling orders placed by dealers of goods on the basis of the location of the consumer, however these terms might be defined in a dealership agreement. The provisions of this section shall be deemed to be incorporated in every agreement and shall supersede and control all other provisions of the agreement. Any term of a contract or agreement either expressed or implied, including a choice of law provision, that is inconsistent with the provisions of this section or purporting to waive compliance with this section is void and unenforceable to the extent of the waiver or variance.

(d) This section shall apply to all agreements and contracts in effect on June 1, 1997 related to forestry or industrial equipment between suppliers and dealers, and to all amendments, renewals, or extensions of such agreements, and to all such agreements entered into thereafter.

(e) [Repealed.]
9 V.S.A. § 4171 — VT Code / Title 9 / Chapter 115 / Section 4171
§ 4171. Definitions
Status: in_force

As used in this chapter:

(1) “Board” means, unless otherwise indicated, the Vermont Motor Vehicle Arbitration Board.

(2) “Consumer” means the purchaser, other than for purposes of resale, of a new motor vehicle or lessee of a new motor vehicle, other than for the purposes of sub-lease, that has not been previously leased by another person, any person to whom such motor vehicle is transferred during the duration of an express warranty applicable to the motor vehicle, and any other person entitled by the terms of the warranty to enforce the obligations of the warranty, but “consumer” shall not include any governmental entity or any business or commercial enterprise that registers or leases three or more motor vehicles.

(3) “Early termination costs” mean expenses and obligations incurred by a motor vehicle lessee as a result of an early termination of a written lease agreement and surrender of a motor vehicle to a manufacturer under the provisions of subsection 4172(e) of this title, including penalties for prepayment of finance arrangements.

(4) “Lease or leased” means a written agreement with a lessee as defined in subdivision (5) of this section, which shall be for the use of a motor vehicle for consideration for a term of two or more years.

(5) “Lessee” means any consumer who leases a motor vehicle pursuant to a written lease agreement for a term of two or more years.

(6) “Motor vehicle” means a passenger motor vehicle that is purchased, leased, or registered in the State of Vermont, and shall not include tractors, motorized highway building equipment, road-making appliances, snowmobiles, motorcycles, motor-driven cycles, or the living portion of recreation vehicles, or trucks with a gross vehicle weight rating over 12,000 pounds.

(7) “Manufacturer” means any person, resident or nonresident, that manufactures or assembles new motor vehicles or imports for distribution through distributors of motor vehicles or any partnership, firm, association, joint venture, corporation, or trust, resident or nonresident, that is controlled by a manufacturer. In the case of the portion of a recreation vehicle subject to this chapter, and except as otherwise provided in subdivision 4172(e)(2) of this title, “manufacturer” means the final stage assembler of the completed recreation vehicle. Additionally, the term “manufacturer” shall include:

(A) “distributor,” meaning any person, resident or nonresident, that in whole or in part offers for sale, sells, or distributes any new motor vehicle to new motor vehicle dealers or new motor vehicle lessors or maintains factory representatives or that controls any person, firm, association, corporation, or trust, resident or nonresident, that in whole or in part offers for sale, sells, or distributes any new motor vehicle to new motor vehicle dealers or new motor vehicle lessors; and

(B) “factory branch,” meaning any branch office maintained by a manufacturer for the purpose of selling, leasing, or offering for sale or lease, vehicles to a distributor or new motor vehicle dealer or for directing or supervising, in whole or in part, factory distributor representatives.

(8) “Motor vehicle lessor” means a person who holds title to a motor vehicle leased to a lessee under a written lease agreement for a term of two or more years, or who holds the lessor's rights under such an agreement.

(9) A “new motor vehicle” means a motor vehicle that is still under the manufacturer's express warranty or, in the case of the portion of a recreation vehicle that is subject to this chapter, that is still under an express warranty for the relevant component.

(10) Warranty shall be defined as including the following:

“Express warranty” means express warranties as defined in the Uniform Commercial Code, 9A V.S.A. § 2—313, plus any written warranty of the manufacturer.
9 V.S.A. § 5505 — VT Code / Title 9 / Chapter 150 / Section 5505
§ 5505. Misleading filings
Status: in_force

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
9 V.S.A. § 4502 — VT Code / Title 9 / Chapter 139 / Section 4502
§ 4502. Public accommodations
Status: repealed

(a) An owner or operator of a place of public accommodation or an agent or employee of such owner or operator shall not, because of the race, creed, color, national origin, citizenship, immigration status, marital status, sex, sexual orientation, or gender identity of any person, refuse, withhold from, or deny to that person any of the accommodations, advantages, facilities, and privileges of the place of public accommodation.

(b) An owner or operator of a place of public accommodation or his or her employee or agent shall not prohibit from entering a place of public accommodation:

(1) an individual with a disability accompanied by a service animal; or

(2) an individual who is training an animal to perform as a service animal for an individual with a disability.

(c) No individual with a disability shall be excluded from participation in or be denied the benefit of the services, facilities, goods, privileges, advantages, benefits, or accommodations or be subjected to discrimination by any place of public accommodation on the basis of his or her disability as follows:

(1) A public accommodation shall provide an individual with a disability the opportunity to participate in its services, facilities, privileges, advantages, benefits, and accommodations. It is discriminatory to offer an individual an unequal opportunity or separate benefit; however it is permissible to provide a separate benefit if that benefit is necessary to provide an individual or class of individuals an opportunity that is as effective as that provided to others.

(2) A public accommodation shall afford goods, services, facilities, privileges, advantages, and accommodations to an individual with a disability in the most integrated setting that is appropriate for the needs of the individual. Notwithstanding the existence of separate or different programs or activities, a public accommodation shall not deny an individual with a disability an opportunity to participate in such programs or activities that are not separate or different. Nothing in this subsection shall be construed to require an individual with a disability to accept an accommodation, aid, service, opportunity, or benefit that the individual chooses not to accept.

(3) A public accommodation shall not exclude or otherwise deny equal goods, services, facilities, privileges, advantages, accommodations, or other opportunities to an individual or entity because of the known disability of an individual with whom the individual or entity is known to have a relationship or association.

(4) [Repealed.]

(5) A public accommodation shall make reasonable modifications in policies, practices, or procedures when those modifications are necessary to offer goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the public accommodation can demonstrate that making the modifications would fundamentally alter the nature of the goods, services, facilities, privileges, advantages, or accommodations.

(6) A public accommodation shall take whatever steps may be necessary to ensure that no individual with a disability is excluded, denied services, segregated, or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the public accommodation can demonstrate that taking those steps would fundamentally alter the nature of the goods, services, facilities, privileges, advantages, or accommodations being offered or would result in an undue burden on the public accommodation.

(7) A public accommodation shall not be required to provide to individuals with disabilities personal devices, such as wheelchairs, eyeglasses, hearing aids, or readers for personal use or study, or personal services to assist with feeding, toileting, or dressing.

(8) Notwithstanding the provisions of this section, if a place of public accommodation has an architectural or communication barrier, in order to comply with this section, the public accommodation shall remove the barrier, if removal is readily achievable, or shall make its goods, services, facilities, privileges, advantages, or accommodations available through alternative methods, if those alternative methods are readily achievable. Nothing in this subsection shall be construed to alter architectural barrier removal requirements under the federal Americans with Disabilities Act and its regulations as they relate to governmental entities.

(9) Any public accommodation that offers examinations or courses related to applications, licensing, certification, or credentialing for secondary or post-secondary education, professional, or trade purposes shall offer such examinations or courses in a place and manner accessible to persons with disabilities or offer alternative accessible arrangements for such individuals.

(d) This section shall not prohibit an owner or operator of an inn, hotel, motel, or other establishment that provides lodging to transient guests, and that has five or fewer rooms for rent or hire, from restricting such accommodation on the basis of sex or marital status.

(e) It is a violation of this section for a gas station or other facility that sells gasoline or other motor vehicle fuel for sale to the public to fail to comply with the provisions of section 4110a of this title.

(f) It is a violation of this section for a public accommodation to fail to comply with the provisions or rules pertaining to public buildings pursuant to 20 V.S.A. chapter 174.

(g) This chapter shall not apply to:

(1) special education claims and issues covered by federal and State special education laws, regulations, and procedures, pursuant to 20 U.S.C. § 1404 et seq. and 16 V.S.A. chapter 101; or

(2) an insurer underwriting risks, classifying risks, or administering risks that are based on or are not inconsistent with 8 V.S.A. §§ 4724 and 4014 or other applicable State laws.

(h) This section shall not be construed to require a public accommodation to permit an individual to participate in or benefit from the services, facilities, goods, privileges, advantages, and accommodations of that public accommodation when that individual poses a direct threat to the health or safety of others. For the purposes of this subsection, “direct threat” means a significant risk to the health or safety of others that cannot be eliminated by a modification of policies, practices, or procedures or by the provision of auxiliary aids or services. In determining whether an individual poses a direct threat to the health or safety of others, a public accommodation shall make an individualized assessment based on reasonable judgment that relies on current medical knowledge or on the best available objective evidence to ascertain:

(1) the nature, duration, and severity of the risk;

(2) the probability that the potential injury will actually occur; and

(3) whether reasonable modifications of policies, practices, or procedures will mitigate the risk.

(i) Nothing in this section shall be construed to prohibit a public accommodation from excluding a person engaged in disruptive behavior that the place of public accommodation has reason to believe is the result of alcohol or illegal drug use.

(j) Notwithstanding any other provision of law, a mother may breastfeed her child in any place of public accommodation in which the mother and child would otherwise have a legal right to be.

(k) A police officer, a firefighter, or a member of a rescue squad, search and rescue squad, first response team, or ambulance corps who is accompanied by a service dog shall be permitted in any place of public accommodation, and the service dog shall be permitted to stay with its master. For the purposes of this subsection, “service dog” means a dog owned, used, or in training by any police or fire department; rescue or first response squad; ambulance corps; or search and rescue organization for the purposes of locating criminals and lost persons or detecting illegal substances, explosives, cadavers, accelerants, or school or correctional facility contraband.

(l) Notwithstanding any other provision of law, a religious organization, association, or society, or any nonprofit institution or organization operated, supervised, or controlled by or in conjunction with a religious organization, association, or society, shall not be required to provide services, accommodations, advantages, facilities, goods, or privileges to an individual if the request for such services, accommodations, advantages, facilities, goods, or privileges is related to the solemnization of a marriage or celebration of a marriage. Any refusal to provide services, accommodations, advantages, facilities, goods, or privileges in accordance with this subsection shall not create any civil claim or cause of action. This subsection shall not be construed to limit a religious organization, association, or society, or any nonprofit institution or organization operated, supervised, or controlled by or in conjunction with a religious organization, from selectively providing services, accommodations, advantages, facilities, goods, or privileges to some individuals with respect to the solemnization or celebration of a marriage but not to others.
9A V.S.A. § 102 — VT Code / Title 9A / Chapter 7 / Section 102
§§ 7-102. Definitions and index of definitions
Status: reserved

(a) In this article, unless the context otherwise requires:

(1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.

(2) “Carrier” means a person that issues a bill of lading.

(3) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

(4) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.

(5) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

(6) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

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

(8) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.

(9) [Reserved.]

(10) “Shipper” means a person that enters into a contract of transportation with a carrier.

(11) “Warehouse” means a person engaged in the business of storing goods for hire.

(b) Definitions in other articles applying to this article and the sections in which they appear are:

(1) “Contract for sale,” section 2—106.

(2) “Lessee in the ordinary course of business,” section 2A—103.

(3) “Receipt” of goods, section 2—103.

(c) In addition, Article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article.
9A V.S.A. § 107 — VT Code / Title 9A / Chapter 4A / Section 107
§§ 4A-107. Federal Reserve regulations and operating circulars
Status: in_force

Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this article to the extent of the inconsistency.
9 V.S.A. § 2532 — VT Code / Title 9 / Chapter 71 / Section 2532
§ 2532. Prior rights
Status: in_force

Nothing in this subchapter shall adversely affect the rights or the enforcement of rights in marks acquired in good faith at any time at common law.
9A V.S.A. § 403 — VT Code / Title 9A / Chapter 4 / Section 403
§§ 4-403. Customer's right to stop payment; burden of proof of loss
Status: in_force

(a) A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer's account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in section 4—303 of this title. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.

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

(c) The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under section 4—402 of this title.
9 V.S.A. § 3803 — VT Code / Title 9 / Chapter 95 / Section 3803
§ 3803. Labeling of impure turpentine or linseed oil
Status: in_force

A person, firm, or corporation that manufactures for sale, sells, or exposes for sale within this State, turpentine or linseed oil that is not absolutely pure, shall label the same with the word “substitute” in plain, legible type.
9A V.S.A. § 115 — VT Code / Title 9A / Chapter 5 / Section 115
§§ 5-115. Statute of limitations
Status: in_force

An action to enforce a right or obligation arising under this article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach.
9A V.S.A. § 617 — VT Code / Title 9A / Chapter 9 / Section 617
§§ 9-617. Rights of transferee of collateral
Status: in_force

(a) A secured party's disposition of collateral after default:

(1) transfers to a transferee for value all of the debtor's rights in the collateral;

(2) discharges the security interest under which the disposition is made; and

(3) discharges any subordinate security interest or other subordinate lien.

(b) A transferee that acts in good faith takes free of the rights and interests described in subsection (a) of this section, even if the secured party fails to comply with this article or the requirements of any judicial proceeding.

(c) If a transferee does not take free of the rights and interests described in subsection (a) of this section, the transferee takes the collateral subject to:

(1) the debtor's rights in the collateral;

(2) the security interest or agricultural lien under which the disposition is made; and

(3) any security interest or other lien.
9 V.S.A. § 4198 — VT Code / Title 9 / Chapter 120 / Section 4198
§ 4198. Bond
Status: in_force

Upon motion by a target and a finding by the court that a target has established a reasonable likelihood that a person has made a bad faith assertion of patent infringement in violation of this chapter, the court shall require the person to post a bond in an amount equal to a good faith estimate of the target's costs to litigate the claim and amounts reasonably likely to be recovered under subsection 4199(b) of this chapter, conditioned upon payment of any amounts finally determined to be due to the target. A hearing shall be held if either party so requests. A bond ordered pursuant to this section shall not exceed $250,000.00. The court may waive the bond requirement if it finds the person has available assets equal to the amount of the proposed bond or for other good cause shown.
9A V.S.A. § 101 — VT Code / Title 9A / Chapter 8 / Section 101
§§ 8-101. Short title
Status: in_force

This Article may be cited as the Uniform Commercial Code—Investment Securities.
9 V.S.A. § 4174 — VT Code / Title 9 / Chapter 115 / Section 4174
§ 4174. Vermont Motor Vehicle Arbitration Board
Status: in_force

(a) There is created a Vermont Motor Vehicle Arbitration Board consisting of five members and three alternate members to be appointed by the Governor for terms of three years. Board members may be appointed for two additional three-year terms. One member of the Board and one alternate shall be new car dealers in Vermont, one member and one alternate shall be persons active as automobile technicians, and three members and one alternate shall be persons having no direct involvement in the design, manufacture, distribution, sales, or service of motor vehicles or their parts. Board members shall be compensated in accordance with the provisions of 32 V.S.A. § 1010. Administrative support for the Board shall be provided as determined by the Secretary of Transportation.

(b) The Board shall adopt rules under the provisions of 3 V.S.A. chapter 25 to implement the provisions of this chapter.

(c) The Board may issue subpoenas to compel the attendance of witnesses to testify under oath and to produce documents.

(d) The Board shall render a decision within 30 days of the conclusion of a hearing in a contested matter, and within 30 days of the manufacturer's answer in an uncontested matter. The Board has authority to issue any and all damages as are provided by this chapter.
9 V.S.A. § 5610 — VT Code / Title 9 / Chapter 150 / Section 5610
§ 5610. Jurisdiction
Status: in_force

(a) Sections 5301 and 5302, subsections 5401(a), 5402(a), 5403(a), and 5404(a) and sections 5501, 5506, 5509, and 5510 of this chapter do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this State or the offer to purchases or the purchase is made and accepted in this State.

(b) Subsections 5401(a), 5402(a), 5403(a), 5404(a), and sections 5501, 5506, 5509, and 5510 of this chapter do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this State or the offer to sell or the sale is made and accepted in this State.

(c) For the purpose of this section, an offer to sell or to purchase a security is made in this State, whether or not either party is then present in this State, if the offer:

(1) originates from within this State; or

(2) is directed by the offeror to a place in this State and received at the place to which it is directed.

(d) For the purpose of this section, an offer to purchase or to sell is accepted in this State, whether or not either party is then present in this State, if the acceptance:

(1) is communicated to the offeror in this State and the offeree reasonably believes the offeror to be present in this State and the acceptance is received at the place in this State to which it is directed; and

(2) has not previously been communicated to the offeror, orally or in a record, outside this State.

(e) An offer to sell or to purchase is not made in this State when a publisher circulates or there is circulated on the publisher's behalf in this State a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this State, or that is published in this State but has had more than two-thirds of its circulation outside this State during the previous 12 months or when a radio or television program or other electronic communication originating outside this State is received in this State. A radio or television program or other electronic communication is considered as having originated in this State if either the broadcast studio or the originating source of transmission is located in this State, unless:

(1) the program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State;

(2) the program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this State for redistribution to the general public in this State;

(3) the program or communication is an electronic communication that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television, or other electronic system; or

(4) the program or communication consists of an electronic communication that originates in this State, but which is not intended for distribution to the general public in this State.

(f) Subsections 5403(a), 5404(a), and 5405(a) and sections 5502, 5505, and 5506 of this chapter apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this State, whether or not either party is then present in this State.

(g) This section does not limit the scope of personal jurisdiction to the extent such jurisdiction may be established pursuant to 12 V.S.A. § 913 (the Vermont “long arm” statute).
9 V.S.A. § 204 — VT Code / Title 9 / Chapter 4 / Section 204
§ 204. Duty of settlement agent that is not a lender
Status: in_force

A settlement agent that has received the loan funds from the lender shall cause disbursement of settlement proceeds at the loan closing, or, for any other loan where a right of rescission applies, the settlement agent shall cause disbursement of the settlement proceeds on the first business day after the expiration of the rescission period.
9 V.S.A. § 4045 — VT Code / Title 9 / Chapter 105 / Section 4045
§ 4045. Illegal possession; seizure
Status: in_force

(a) A person in possession of a credit card issued to another with the intent to use the credit card without the consent of the cardholder shall be fined not more than $500.00 or imprisoned not more than six months, or both.

(b) A law enforcement officer who finds a credit card in the possession of a person other than the cardholder shall seize the same unless it is affirmatively made to appear that an unauthorized use of said card is not intended. A card seized under such circumstances shall be returned to the card issuer at such time as it may not be needed as material or relevant evidence for prosecution.
9 V.S.A. § 2470e — VT Code / Title 9 / Chapter 63 / Section 2470e
§ 2470e. Definitions
Status: in_force

As used in this subchapter:

(1) “Children's product” means any consumer product marketed for use by children under the age of 12 or whose substantial use or handling by children under 12 years of age is reasonably foreseeable, including toys, furniture, jewelry, personal care products, clothing, and food containers and packaging.

(2)(A) “Contain or containing lead,” unaccompanied by a specific standard, means containing or having a surface coating containing the following amount of lead by weight of lead or lead compound, unless the Commissioner of Health, in consultation with the Attorney General by rule, reduces this percentage generally or with respect to specific products:

(i) 0.06 percent as of October 1, 2008;

(ii) 0.03 percent as of July 1, 2009; and

(iii) 0.01 percent as of January 1, 2010.

(B) If the standard set under this subdivision (2) is preempted by a federal standard as to any class of products, then “contain or containing lead,” unaccompanied by a specific standard, means the lowest such federal standards and federal effective dates applicable to such a class of products.

(3) “Nonresidential paints and primers” does not mean artists' supplies.
9 V.S.A. § 2655 — VT Code / Title 9 / Chapter 73 / Section 2655
§ 2655. Construction of contracts
Status: in_force

Fractional parts of any unit of weight or measure shall mean like fractional parts of the value of such unit as prescribed or defined in sections 2651 and 2652 of this title, and all contracts concerning the sale of commodities and services shall be construed in accordance with this requirement.
9A V.S.A. § 518 — VT Code / Title 9A / Chapter 2A / Section 518
§§ 2A-518. Cover; substitute goods
Status: in_force

(1) After a default by a lessor under the lease contract of the type described in section 2A—508(1) of this title, or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.

(2) 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's cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages

(i) the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement, and

(ii) any incidental or consequential damages, less expenses saved in consequence of the lessor's default.

(3) If a lessee's cover is by lease agreement that for any reason does not qualify for treatment under subsection (2) of this section, or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and section 2A—519 of this title governs.
9 V.S.A. § 4305 — VT Code / Title 9 / Chapter 133 / Section 4305
§ 4305. Exceptions
Status: in_force

The provisions of section 4303 of this title shall not apply to any purchase and sale, or sale and purchase, and the provisions of section 4303 of this title shall not apply to any sale, of an equity security of a domestic stock insurance company not then or theretofore held by him or her in an investment account, by a dealer in the ordinary course of his or her business and incident to the establishment or maintenance by him or her of a primary or secondary market otherwise than on an exchange as defined in the Securities Exchange Act of 1934 for the security. The Commissioner may, by such rules and regulations as he or she considers necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
9 V.S.A. § 3908 — VT Code / Title 9 / Chapter 98 / Section 3908
§ 3908. Severability
Status: in_force

If any provision of this chapter or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the chapter that can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are declared to be severable.
9 V.S.A. § 2386 — VT Code / Title 9 / Chapter 60 / Section 2386
§ 2386. Option to accelerate at will
Status: in_force

Any term of an agricultural finance lease providing that a party or a successor in interest may accelerate payment or performance, or require collateral or additional collateral “at will” or “when he or she deems himself or herself insecure,” or in words of similar import, shall be construed to mean that the party may do so only if he or she in good faith believes that the prospect of payment or performance is impaired. The burden of establishing good faith shall be on the party who exercised the power.
9 V.S.A. § 2470ii — VT Code / Title 9 / Chapter 63 / Section 2470ii
§ 2470ii. Definitions
Status: in_force

As used in this subchapter:

(1) An “add-on discount membership program” is a program that entitles consumers to receive discounts, rebates, rewards, or similar incentives on the purchase of goods or services or both, sold to a consumer during the purchase of a different good or service using the same billing information.

(2) “Billing information” means any data that enables a seller of an add-on discount membership program to access a consumer's credit or debit card, bank, or other account, but does not include the consumer's name, e-mail address, telephone number, or mailing address. For credit card and debit card accounts, billing information includes the full account number, card type, and expiration date and, if necessary, the security code. For accounts at a financial institution, “billing information” includes the full account number and routing number and, if necessary, the name of the financial institution holding the account.
9A V.S.A. § 205 — VT Code / Title 9A / Chapter 4A / Section 205
§§ 4A-205. Erroneous payment orders
Status: in_force

(a) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed payment to a beneficiary not intended by the sender, (ii) erroneously instructed payment in an amount greater than the amount intended by the sender, or (iii) was an erroneously transmitted duplicate of a payment order previously sent by the sender, the following rules apply:

(1) If the sender proves that the sender or a person acting on behalf of the sender pursuant to section 4A—206 of this title complied with the security procedure and that the error would have been detected if the receiving bank had also complied, the sender is not obliged to pay the order to the extent stated in subdivisions (2) and (3) of this subsection.

(2) If the funds transfer is completed on the basis of an erroneous payment order described in clause (i) or (iii) of subsection (a) of this section, the sender is not obliged to pay the order and the receiving bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.

(3) If the funds transfer is completed on the basis of a payment order described in clause (ii) of subsection (a) of this section, the sender is not obliged to pay the order to the extent the amount received by the beneficiary is greater than the amount intended by the sender. In that case, the receiving bank is entitled to recover from the beneficiary the excess amount received to the extent allowed by the law governing mistake and restitution.

(b) If (i) the sender of an erroneous payment order described in subsection (a) of this section is not obliged to pay all or part of the order, and (ii) the sender receives notification from the receiving bank that the order was accepted by the bank or that the sender's account was debited with respect to the order, the sender has a duty to exercise ordinary care, on the basis of information available to the sender, to discover the error with respect to the order and to advise the bank of the relevant facts within a reasonable time, not exceeding 90 days, after the bank's notification was received by the sender. If the bank proves that the sender failed to perform that duty, the sender is liable to the bank for the loss the bank proves it incurred as a result of the failure, but the liability of the sender may not exceed the amount of the sender's order.

(c) This section applies to amendments to payment orders to the same extent it applies to payment orders.
9 V.S.A. § 2695 — VT Code / Title 9 / Chapter 73 / Section 2695
§ 2695. Fluid dairy products
Status: in_force

All fluid dairy products, including whole milk, skimmed milk, cultured milk, sweet cream, and buttermilk, shall be packaged for retail sale only in units of 1 gill, 1/2 liquid pint, 10 fluid ounces, 1 liquid pint, 1 liquid quart, 1/2 gallon, 1 gallon, 11/2 gallons, 2 gallons, and 21/2 gallons, or multiples of 1 gallon. Packages in units of less than 1 gill shall be permitted. On and after January 1, 1974, sour cream and yogurt shall be sold only in terms of weight, and shall be packaged for retail sale only in units of 4, 8, 12, 16, 32, 64 and 128 ounces avoirdupois except yogurt may also be sold in units of 5 and 6 ounces avoirdupois.
9 V.S.A. § 4106 — VT Code / Title 9 / Chapter 109 / Section 4106
§ 4106. Dealer trade associations
Status: in_force

No supplier shall coerce or threaten any dealer for the purpose of preventing him or her from joining any trade association made up of dealers. An individual dealer shall have a right to select a representative to negotiate and deal with suppliers on matters having to do with his or her supplier-dealer relationship. Suppliers shall be obliged to negotiate in good faith with the representative so selected by the dealer.
9 V.S.A. § 2571 — VT Code / Title 9 / Chapter 71 / Section 2571
§ 2571. Publication and registration of name or mark of owner
Status: in_force

A person or corporation engaged in buying, selling, or dealing in milk, cream, or nonintoxicating beverages in receptacles, or a licensed buyer, dealer in, or vendor of, intoxicating beverages, whose name, mark, or other device is produced in a permanent manner in or upon such receptacle, may file in the office of the clerk of the town in which his, her, or its principal place of business is situated, a description of the name, mark, or other device so used, and cause such description to be published in such town four weeks successively in a newspaper published therein. If a newspaper is not published therein, such publication shall be in a newspaper published in the county in which such town is situated.
9 V.S.A. § 2480j — VT Code / Title 9 / Chapter 63 / Section 2480j
§ 2480j. Persons not required to place security freeze
Status: in_force

The following persons are not required to place in a credit report a security freeze pursuant to section 2480h of this title; provided, however, that any person that is not required to place a security freeze on a credit report under the provisions of subdivision (3) of this section shall be subject to any security freeze placed on a credit report by another credit reporting agency from which it obtains information:

(1) A check services or fraud prevention services company, which reports on incidents of fraud or issues authorizations for the purpose of approving or processing negotiable instruments, electronic fund transfers, or similar methods of payment.

(2) A deposit account information service company, which issues reports regarding account closures due to fraud, substantial overdrafts, ATM abuse, or similar negative information regarding a consumer to inquiring banks or other financial institutions for use only in reviewing a consumer request for a deposit account at the inquiring bank or financial institution.

(3) A credit reporting agency that:

(A) acts only to resell credit information by assembling and merging information contained in a database of one or more credit reporting agencies; and

(B) does not maintain a permanent database of credit information from which new credit reports are produced.
9 V.S.A. § 2401 — VT Code / Title 9 / Chapter 61 / Section 2401
§ 2401. Definitions
Status: repealed

As used in this chapter:

(1) “Goods” means all tangible personal chattels when purchased primarily for personal, family, or household use and not for commercial, industrial, or agricultural use, but not including money, motor vehicles, things in action, or intangible personal property other than merchandise certificates or coupons as described in this subdivision. The term includes chattels that are furnished or used at the time of sale or subsequently in the modernization, rehabilitation, repair, alteration, improvement, or construction of real property as to become a part of the real property whether or not it is severable from it. The term also includes merchandise certificates or coupons, issued by a retailer seller, not redeemable in cash, and to be used in their face amount in lieu of cash.

(2) “Services” means:

(A) With respect to retail installment contracts, work, labor, and services furnished for personal, family, or household use, and not for commercial, industrial, or agricultural use, in connection with the delivery, installation, servicing, repair, or improvement of goods sold under such contract; and

(B) With respect to retail charge agreements, work, labor, and services of any kind rented or furnished by a person engaged in the business of retail seller that are for personal, family, or household use and not for commercial, industrial, or agricultural use. The term does not include services for which the cost is by law fixed or approved by, or filed subject to approval or disapproval with, the United States or any state or any agency of either, such as in the case of transportation services.

(3) “Motor vehicle” or “vehicle” means and is limited to any automobile, mobile home, motorcycle, truck, truck-tractor, trailer, semi-trailer, and bus designed and used primarily to transport persons or property on a public highway, excepting, however, any boat trailer and any vehicle propelled or drawn exclusively by muscular power or that is designed to run only on rails or tracks.

(4) “Retail buyer” or “buyer” means a person who buys or agrees to buy goods from a retail seller in a retail installment transaction, or who obtains services or agrees to have services furnished or rendered from a retail seller in a retail installment transaction.

(5) “Retail seller” or “seller” means a person regularly and principally engaged in a business of selling goods to retail buyers.

(6) “Retail installment transaction” or “transaction” means any transaction in which a retail buyer purchases goods or services for a price consisting of the cash price and other amounts as limited by this chapter and agrees under a retail installment contract or retail charge agreement to pay a part or all of the price in one or more deferred installments. The term shall include every transaction in which the promise or agreement to pay the deferred balance of the price is made by the retail buyer to the retail seller, notwithstanding the existence or occurrence of any one or more of the following events:

(A) that the retail seller has arranged or arranges to sell, transfer, or assign the retail buyer's obligation;

(B) that the amount of the finance charge is determined by reference to charts or information furnished by a financing institution;

(C) that the forms of instruments used to evidence the retail installment and transaction are furnished by a financing institution; and

(D) that the credit standing of the retail buyer is or has been evaluated by a financing institution.

(7) “Retail installment contract” or “contract” means a contract entered into in this State and designated as a retail installment transaction, but not a retail charge agreement, or a document reflecting a sale under it, evidencing an agreement to pay the retail purchase price of goods or any part thereof in two or more installments over a period of time, and pursuant to which title to, or a lien upon, or a security interest in, the goods is retained or taken by the retail seller to secure the payment of a price that includes the charge as limited by section 2405 of this title. The term includes a chattel mortgage, a conditional sales contract, and a contract in the form of a bailment or lease if the bailee or lessee contracts to pay as compensation for use a sum substantially equivalent to or in excess of the value of the goods sold, and it is agreed that the bailee or lessee is bound to become, or, for no further or a merely nominal consideration, has the option of becoming, the owner of the goods upon full compliance with the provisions of the bailment or lease. The term shall also include any amendment of the retail installment contract in which the parties agree to renew, restate, or reschedule the unpaid balance thereof, or to extend the scheduled due date of all or any part of any installment or installments.

(8) “Retail charge agreement” means an agreement other than a retail installment contract that prescribed the terms of retail installment transactions that may be made thereafter from time to time under it, under which the buyer's total unpaid balance under the agreement, whenever incurred, is payable in one or more deferred installments and under the terms of which the retail buyer pays a price that includes a charge as limited by section 2406 of this title, which charge is to be computed in relation to the buyer's unpaid balance from time to time.

(9) “Cash price” means the minimum price for which the goods and services subject to the retail installment contract or the retail charge agreement, or for which other goods and services of like kind and quality, may be purchased for cash from the seller by the buyer, as stated in the retail installment contract or the retail charge agreement.

(10) “Recording fees” means the amount of the fees prescribed by law for filing, recording, or otherwise perfecting and, in addition, releasing or satisfying a retained title, lien, or other security interest created by a retail installment transaction.

(11) “Principal balance” means the cash price of the goods and services that are the subject matter of a retail installment contract plus the amount, if any, included therein, if a separate identified charge is made therefor and stated in the contract, for insurance and official fees, less the amount of the buyer's down payment in money or goods, or both.

(12) “Holder” means the retail seller of the goods or services, or the assignee if the retail installment contract or the retail charge agreement or any indebtedness thereunder has been sold or otherwise transferred.

(13) “Finance charge” means that part of the time sales price as determined under subsection 2405(g) of this title by which the time sales price exceeds the aggregate of the cash price and the amount included in a retail installment contract, if a separate charge is made therefor, for insurance and official fees.

(14) “Times sales price” means the total of the cash price of the goods or services and the amounts, if any, included for insurance, official fees, and finance charges.

(15) “Official fees” means the filing or other fees required by law to be paid to a public officer to perfect the interest or lien on the goods retained or taken by a retail seller under a retail installment contract.

(16) “Sales finance company” means a person engaged in the business of purchasing or otherwise acquiring from one or more sellers retail installment contracts.

(17) “Commissioner” means the Commissioner of Financial Regulation of Vermont.

(18) “Person” means an individual, partnership, joint venture, corporation, banking organization, association, or any other group however organized.

(19) [Repealed.]

(20) “Commercial lease” means a transfer of the right to possession and use of personal property or fixtures for a term in return for consideration, including leases intended as security, and where the property is to be used by the lessee primarily for commercial, industrial or agricultural use and not for personal, family, or household use.
9 V.S.A. § 5509 — VT Code / Title 9 / Chapter 150 / Section 5509
§ 5509. Civil liability
Status: in_force

(a) Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998.

(b) A person is liable to the purchaser if the person sells a security in violation of sections 5301, 5501, or 5502 of this chapter, the purchaser not knowing the untruth or omission or deceptive nature of the conduct and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission or deceptive nature of the conduct. An action under this subsection is governed by the following:

(1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at the legal rate of interest from the date of the purchase, costs, and reasonable attorney's fees determined by the court, upon the tender of the security, or for actual damages as provided in subdivision (3) of this subsection.

(2) The tender referred to in subdivision (1) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in subdivision (3) of this subsection.

(3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at the legal rate of interest from the date of the purchase, costs, and reasonable attorney's fees determined by the court.

(c) A person is liable to the seller if the person buys a security in violation of section 5501 or 5502 of this chapter, the seller not knowing of the untruth or omission or deceptive nature of the conduct, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care could not have known, of the untruth or omission or deceptive nature of the conduct. An action under this subsection is governed by the following:

(1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorney's fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in subdivision (3) of this subsection.

(2) The tender referred to in subdivision (1) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in subdivision (3) of this subsection.

(3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, the interest at the legal rate of interest from the date of the sale of the security, the costs, and the reasonable attorney's fees determined by the court.

(d) A person acting as a broker-dealer or agent that sells or buys a security in violation of subsection 5401(a) or 5402(a) or section 5506 of this chapter is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in subdivisions (b)(1) through (3) of this section, or, if a seller, for a remedy as specified in subdivisions (c)(1) through (3) of this section.

(e) A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of subsection 5403(a) or 5404(a) or section 5506 of this chapter is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at the legal rate of interest from the date of payment, costs, and reasonable attorney's fees determined by the court.

(f) A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person or otherwise violates section 5502 of this chapter is liable to the other person. An action under this subsection is governed by the following:

(1) The person wronged may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at the legal rate of interest from the date of the fraudulent conduct, costs, and reasonable attorney's fees determined by the court, less the amount of any income received as a result of the fraudulent conduct.

(2) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.

(g) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f) of this section:

(1) a person that directly or indirectly controls a person liable under subsections (b) through (f) of this section, unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(2) an individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f) of this section, including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(3) an individual who is an employee of or associated with a person liable under subsections (b) through (f) of this section and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and

(4) a person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f) of this section, unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.

(h) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.

(i) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(j) A person may not obtain relief:

(1) under subsection (b) of this section for violation of section 5301 of this chapter, or under subsection (d) or (e) of this section, unless the action is instituted within one year after the violation occurred; or

(2) under subsection (b) of this section, other than for violation of section 5301 of this chapter, or under subsection (c) or (f) of this section, unless the action is instituted within the earlier of two years after discovery of the facts constituting the violation or five years after the violation.

(k) A person that has made, or has engaged in the performance of, a contract in violation of this chapter or a rule adopted or order issued under this chapter, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this chapter, may not base an action on the contract.

(l) A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this chapter or a rule adopted or order issued under this chapter is void.

(m) The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist, but this chapter does not create a cause of action not specified in this section or subsection 5411(e) of this chapter.
9A V.S.A. § 305 — VT Code / Title 9A / Chapter 3 / Section 305
§§ 3-305. Defenses and claims in recoupment
Status: in_force

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

(1) a defense of the obligor based on (i) infancy of the obligor to the extent it is a defense to a simple contract, (ii) duress, lack of legal capacity, or illegality of the transaction which, under other law, nullifies the obligation of the obligor, (iii) fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms, or (iv) discharge of the obligor in insolvency proceedings;

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

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

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

(c) Except as stated in subsection (d) of this section, in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment, or claim to the instrument (§ 3—306) of another person, but the other person's claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.

(d) In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection (a) of this section that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy, and lack of legal capacity.
9 V.S.A. § 273 — VT Code / Title 9 / Chapter 20 / Section 273
§ 273. Prospective application
Status: in_force

This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after January 1, 2004.
9 V.S.A. § 2483 — VT Code / Title 9 / Chapter 63 / Section 2483
§ 2483. Applicability
Status: in_force

This subchapter does not apply to the use of a protected consumer's credit report or record by:

(1) a person administering a credit file monitoring subscription service to which:

(A) the protected consumer has subscribed; or

(B) the protected consumer's representative has subscribed on the protected consumer's behalf;

(2) a person who, upon request from the protected consumer or the protected consumer's representative, provides the protected consumer or the protected consumer's representative with a copy of the protected consumer's credit report;

(3) a check services or fraud prevention services company that issues:

(A) reports on incidents of fraud; or

(B) authorization for the purpose of approving or processing negotiable instruments, electronic funds transfers, or similar payment methods;

(4) a deposit account information service company that issues reports regarding account closures due to fraud, substantial overdrafts, automated teller machine abuse, or similar information regarding an individual to inquiring banks or other financial institutions for use only in reviewing an individual's request for a deposit account at the inquiring bank or financial institution;

(5) an insurance company for the purpose of conducting the insurance company's ordinary business;

(6) a consumer reporting agency that:

(A) only resells credit information by assembling and merging information contained in a database of another consumer reporting agency or multiple consumer reporting agencies; and

(B) does not maintain a permanent database of credit information from which new credit reports are produced; or

(7) a consumer reporting agency's database or file that consists of information that:

(A) concerns and is used for:

(i) criminal record information;

(ii) fraud prevention or detection;

(iii) personal loss history information; or

(iv) employment, tenant, or individual background screening; and

(B) is not used for credit granting purposes.
9 V.S.A. § 3041 — VT Code / Title 9 / Chapter 82A / Section 3041
§ 3041. Purpose
Status: in_force

It is the purpose of this chapter to:

(1) Public health and food safety. Establish a system by which persons may make informed decisions regarding the potential health effects of the food they purchase and consume and by which, if they choose, persons may avoid potential health risks of food produced from genetic engineering.

(2) Environmental impacts. Inform the purchasing decisions of consumers who are concerned about the potential environmental effects of the production of food from genetic engineering.

(3) Consumer confusion and deception. Reduce and prevent consumer confusion and deception by prohibiting the labeling of products produced from genetic engineering as “natural” and by promoting the disclosure of factual information on food labels to allow consumers to make informed decisions.

(4) Protecting religious practices. Provide consumers with data from which they may make informed decisions for religious reasons.
9 V.S.A. § 2604 — VT Code / Title 9 / Chapter 72 / Section 2604
§ 2604. Real estate deeds for mobile homes
Status: in_force

(a) Any mobile home purchased from a mobile home dealer on or after July 1, 2008 that is financed as residential real estate pursuant to subsection 2603(b) of this title shall be conveyed by a warranty deed drafted in substantially the form provided in subsection (c) of this section.

(b) An owner of a mobile home shall, upon financing or refinancing a mobile home as residential real estate or selling a mobile home that has been financed as residential real estate, issue to the grantee either a warranty deed or a quitclaim deed that is drafted in substantially the form provided in subsection (c) or (d) of this section.

(c) A deed that is substantially in the form provided in this subsection shall, when duly executed and delivered, have the force and effect of a deed in fee simple to the grantee, the heirs, successors, and assigns, to their own use, with covenants on the part of the grantor, for the grantor, the grantor's heirs, executors, and administrators that, at the time of the delivery of the deed, the grantor was lawfully seized in fee simple of the mobile home; that the mobile home was free from all encumbrances, except as stated; that the grantor had good right to sell and convey the same to the grantee, the grantee's heirs, successors, and assigns; and that the grantor and the grantor's heirs, executors, and administrators shall warrant and defend the same to the grantee and the grantee's heirs, successors, and assigns, against the lawful claims and demands of all persons. No owner of land on which a mobile home is sited shall unreasonably withhold the consent required by this statutory form.

Form for Mobile Home Warranty Deed

______ , of ______ , ______ County, State of ______ , (“Grantor”), for consideration paid, grants to ______ of Street, Town (City) of ______ , ______ County, State of ______ (“Grantee”), with warranty covenants, the ______ (description of mobile home being conveyed: name of manufacturer, model and serial number and encumbrances, exceptions, reservations, if any) which mobile home is situated, or is to be situated, at ______ (state name of park, if any, and street address), Town (City) of ______ , ______ County, State of Vermont.

The tract or parcel of land upon which the mobile home is situated, or is to be situated, is owned by ______ by deed dated and recorded at Book ____ , Page ____ in the land records of the Town (City) of ______ .

______ (wife)(husband) of said Grantor, releases to said Grantee all rights and other interests therein.

Signed this ______ day of ______ , ____ .

(Here add acknowledgment)

______ , owner of the tract or parcel of land upon which the aforesaid mobile home is situated, or is to be situated, hereby consents to the conveyance of the mobile home.

Signed this ______ day of ______ , ____ .

(Here add acknowledgment)

[ ] Check box if the mobile home has been relocated from one site to another within Vermont, and attach a Relocation Statement in the form provided in 9 V.S.A. § 2606.

(d) A deed that is substantially in the form provided in this subsection shall, when duly executed and delivered, have the force and effect of a deed in fee simple to the grantee, the heirs, successors, and assigns, to their own use. No owner of land on which the mobile home is sited shall unreasonably withhold consent required by this statutory form.

Form for Mobile Home Quitclaim Deed

______ , of ______ , ______ County, State of ______ (“Grantor”), for consideration paid, grants to ______ of ______ Street, Town (City) of ______ , ______ County, State of ______ (“Grantee”), with quitclaim covenants, the (description of mobile home being conveyed: name of manufacturer, model and serial number and encumbrances, exceptions, reservations, if any) which mobile home is situated, or is to be situated, at ______ (state name of park, if any, and street address), Town (City) of ______ County, State of Vermont.

The tract or parcel of land upon which the mobile home is situated, or is to be situated, is owned by ______ by deed dated ______ and recorded at Book _____ , Page _____ , in the land records of the Town (City) of ______ .

______ (wife)(husband) of said Grantor releases to said Grantee all rights and other interest therein.

Signed this ______ day of ______ , ____ .

(Here add acknowledgment)

______ , owner of the parcel of land upon which the aforesaid mobile home is situated, or is to be situated, hereby consents to the conveyance of the mobile home.

Signed this ______ day of ______ , ____ .

(Here add acknowledgment)

[ ] Check box if the mobile home has been relocated from one site to another within Vermont, and attach a relocation statement in the form provided in 9 V.S.A. § 2606.
9 V.S.A. § 4108 — VT Code / Title 9 / Chapter 109 / Section 4108
§ 4108. Void agreement provisions
Status: in_force

Any of the following provisions in an agreement or lease, if one is included, whether oral or written, between a supplier and dealer, shall be void as against public policy, except as otherwise provided in this chapter:

(1) Provisions requiring a dealer to take part in any advertising or promotional campaigns that will require the dealer to accept any posters, stamps, tickets, gifts, bonuses, premiums, or any other promotional items unless agreed to in writing by the dealer.

(2) Provisions requiring a dealer to purchase any products of the supplier other than gasoline, diesel fuel, lubricants, or greases. The dealer may, however, agree to accept such products on consignment, but not exclusive as to like products.

(3) Provisions requiring a dealer to assent to any release, assignment, novation, waiver, or estoppel that would relieve any person from liability imposed by this chapter.
9 V.S.A. § 2470k — VT Code / Title 9 / Chapter 63 / Section 2470k
§ 2470k. Violations
Status: in_force

(a) A violation of this subchapter is deemed to be a violation of section 2453 of this title.

(b) The Attorney General has the same authority to make rules, conduct civil investigations, enter into assurances of discontinuance, and bring civil actions, and private parties have the same rights and remedies, as provided under subchapter 1 of this chapter.
9A V.S.A. § 804 — VT Code / Title 9A / Chapter 9 / Section 804
§§ 9-804. Security interest unperfected before effective date
Status: in_force

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

(1) without further action, when the Act takes effect if the applicable requirements for perfection under Article 9 of this title, as amended by the Act, are satisfied before or at that time; or

(2) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
9A V.S.A. § 716 — VT Code / Title 9A / Chapter 2 / Section 716
§§ 2-716. Buyer's right to specific performance or replevin
Status: in_force

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

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

(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he or she is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
9 V.S.A. § 2508 — VT Code / Title 9 / Chapter 67 / Section 2508
§ 2508. Children's program services
Status: in_force

(a) It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services directed at children age 12 or under.

(b) The advertisement or promotion of pay-per-call services on television during a time slot used by television stations to air programming for children age 12 or under shall give rise to a rebuttable presumption of a violation of this section.

(c) It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services directed at children under the age of 18 where the service, or any advertisement or promotion for it:

(1) contains an imperative statement, including language such as “call now” or “you must call”;

(2) contains an embedded message to call other pay-per-call numbers;

(3) requests that the caller provide his or her name, address, telephone number, or other identifying information;

(4) requests that the caller make an additional purchase in order for the complete message to be received;

(5) contains a message soliciting copies of phone bills; or

(6) requires the viewing of a television program to obtain the complete message.

(d) It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services directed at children under the age of 18 unless the sponsor provides a full credit upon request for any call by a child that was not authorized by the child's parent.

(e) It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services directed at children under the age of 18 for which the total charges per call to the customer exceed $4.00.
9A V.S.A. § 105 — VT Code / Title 9A / Chapter 2 / Section 105
§§ 2-105. Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit"
Status: in_force

(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (§ 2—107).

(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(3) There may be a sale of a part interest in existing identified goods.

(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.

(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
9A V.S.A. § 108 — VT Code / Title 9A / Chapter 4A / Section 108
§§ 4A-108. Relationship to Electronic Fund Transfer Act
Status: in_force

(a) Except as provided in subsection (b) of this section, this article does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act of 1978 (15 U.S.C. § 1693 et seq.) as amended from time to time.

(b) This article applies to a funds transfer that is a remittance transfer as defined in the Electronic Fund Transfer Act (15 U.S.C. § 1693o-1) as amended from time to time, unless the remittance transfer is an electronic fund transfer as defined in the Electronic Fund Transfer Act (15 U.S.C. § 1693a) as amended from time to time.

(c) In a funds transfer to which this article applies, in the event of an inconsistency between an applicable provision of this article and an applicable provision of the Electronic Fund Transfer Act, the provision of the Electronic Fund Transfer Act governs to the extent of the inconsistency.
9 V.S.A. § 2636 — VT Code / Title 9 / Chapter 73 / Section 2636
§ 2636. Investigations
Status: in_force

The Secretary shall investigate complaints made to him or her concerning violations of this chapter, and shall, upon his or her own initiative, conduct such investigations as he or she deems appropriate and advisable to develop information on prevailing procedures in commercial quantity determination and on possible violations of this chapter and to promote the general objective of accuracy in the determination and representation of quantity in commercial transactions.
9 V.S.A. § 4089 — VT Code / Title 9 / Chapter 108 / Section 4089
§ 4089. Termination; cancellation or nonrenewal
Status: in_force

(a) Notwithstanding the terms, provisions, or conditions of any franchise or notwithstanding the terms or provisions of any waiver, no manufacturer shall cancel, terminate, or fail to renew any franchise with a licensed new motor vehicle dealer unless:

(1) the manufacturer:

(A) has satisfied the notice requirement of section 4090 of this title;

(B) has good cause for cancellation, termination, or nonrenewal; and

(C) has acted in good faith as defined in this chapter; and

(2)(A) the Transportation Board finds after a hearing that the manufacturer has acted in good faith and there is good cause for cancellation, termination, failure to renew, or refusal to continue any franchise relationship, consistent with the following:

(i) the new motor vehicle dealer may file a protest with the Board within 45 days after receiving the 90-day notice;

(ii) a copy of the protest shall be served by the new motor vehicle dealer on the manufacturer;

(iii) when a protest is filed to challenge the cancellation, termination, or nonrenewal of a franchise agreement under this section, such franchise agreement shall remain in full force and effect, and such franchisee shall retain all rights and remedies pursuant to the terms and conditions of such franchise agreement, including the right to sell or transfer such franchisee's ownership interest until a final determination by the Board and any appeal;

(B) the manufacturer, distributor, or branch or division thereof has received the written consent of the new motor vehicle dealer; or

(C) the appropriate period for filing a protest has expired.

(b) For purposes of this chapter, good cause for terminating, canceling, or failing to renew a franchise shall be limited to failure by the franchisee to substantially comply with those requirements imposed upon the franchisee by the franchise as set forth in subdivision (c)(1) of this section.

(c) Notwithstanding the terms, provisions, or conditions of any agreement or franchise or the terms or provisions of any waiver, good cause shall exist for the purposes of a termination, cancellation, or nonrenewal when:

(1) there is a failure by the new motor vehicle dealer to comply with a provision of the franchise which provision is both reasonable and of material significance to the franchise relationship, provided that compliance on the part of the new motor vehicle dealer is reasonably possible; or if the failure by the new motor vehicle dealer to comply with a provision of the franchise is pursuant to a notice issued under subdivision 4090(a)(2)(A) of this title; and the manufacturer, distributor, or branch or division thereof first acquired actual or constructive knowledge of such failure not more than 180 days prior to the date on which notification is given pursuant to section 4090 of this title;

(2) if the failure by the new motor vehicle dealer, defined in subdivision (1) of this subsection, relates to the performance of the new motor vehicle dealer in sales or service, then good cause shall be defined as the failure of the new motor vehicle dealer to comply with reasonable performance criteria established by the manufacturer if the new motor vehicle dealer was apprised by the manufacturer in writing of such failure; and

(A) the notification stated that notice was provided for failure of performance pursuant to this section;

(B) the new motor vehicle dealer was afforded a reasonable opportunity, for a period of not less than six months, to comply with such criteria;

(C) the new motor vehicle dealer did not demonstrate substantial progress towards compliance with the manufacturer's performance criteria during such period and the new motor vehicle dealer's failure was not primarily due to economic or market factors within the dealer's relevant market area beyond the dealer's control; and

(D) the performance criteria established by the manufacturer are fair, reasonable, and equitable as applied to all same line-make franchisees of the manufacturer in the State.

(d) The manufacturer shall have the burden of proof under this section for showing that it has acted in good faith, that all notice requirements have been satisfied, and that there was good cause for the franchise termination, cancellation, nonrenewal, or noncontinuance.

(e) Notwithstanding the terms, provisions, or conditions of any agreement or franchise, or the terms or provisions of any waiver, the following do not constitute good cause for the termination, cancellation, nonrenewal, or noncontinuance of a franchise:

(1) The change of ownership of the new motor vehicle dealer's dealership, excluding any change in ownership that would have the effect of the sale of the franchise without the reasonable consent of the manufacturer, distributor, or branch or division thereof.

(2) The fact that the new motor vehicle dealer refused to purchase or accept delivery of any new motor vehicle parts, accessories, or any other commodity or services not ordered by the new motor vehicle dealer.

(3) The fact that the new motor vehicle dealer owns, has an investment in, participates in the management of, or holds a license for the sale of another line-make of new motor vehicle, or that the new motor vehicle dealer has established another line-make of new motor vehicle in the same dealership facilities as those of the manufacturer, distributor, or branch or division thereof, provided that the new motor vehicle dealer maintains a reasonable line of credit for each line-make of new motor vehicle and that the new motor vehicle dealer remains in substantial compliance with any reasonable facilities requirements of the manufacturer, distributor, or branch or division thereof.

(4) The fact that the new motor vehicle dealer sells or transfers ownership of the dealership or sells or transfers capital stock in the dealership to the new motor vehicle dealer's spouse, son, or daughter. The manufacturer, distributor, or branch or division thereof shall give effect to such change in ownership unless the transfer of the new motor vehicle dealer's license is denied or the new owner is unable to license, as the case may be.
9A V.S.A. § 207 — VT Code / Title 9A / Chapter 7 / Section 207
§§ 7-207. Goods shall be kept separate; fungible goods
Status: in_force

(a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.

(b) If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner's share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.
9 V.S.A. § 3885 — VT Code / Title 9 / Chapter 97A / Section 3885
§ 3885. Records of a precious metal dealer
Status: in_force

(a) For each item of precious metal sold to a precious metal dealer, he or she shall:

(1) assign a distinct entry number or, in the case of a lot of items, an entry number for the lot and a sub-lot number for each unmatched item in the lot;

(2) maintain the following records for each item or lot of items:

(A) the amount of money paid and the date and time of the transaction;

(B) the name, current address, and telephone number of the seller;

(C) a legible description written on the day of the transaction that includes for each item any distinguishing mark and name of any kind, such as brand and model name, model and serial number, engraving, etching, affiliation with any institution or organization, date, initials, color, vintage, or image represented;

(D) a digital photograph or video, taken at the time of the transaction, that references the entry number required under subdivision (a)(1) of this section and the date of the transaction;

(E)(i) a government-issued identification card issued to the seller that bears his or her photograph; or

(ii) a government-issued identification card and a digital photograph of the seller's face; and

(F) documentation of lawful ownership, including a bill of sale, receipt, letter of authorization, or similar evidence, provided that if these forms of documentation are unavailable, the seller shall submit an affidavit of ownership.

(b) A precious metal dealer who sells $50,000.00 or more of precious metal in a consecutive 12-month period shall maintain the records required in this section in a computerized format that can be readily accessed, electronically transmitted, and reproduced in physical form.

(c)(1) A precious metal dealer shall retain the records required in this section for at least three years at his or her normal place of business or other readily accessible and secure location.

(2) At all reasonable times, the records required under this section shall be open to the inspection of law enforcement.
9 V.S.A. § 2389 — VT Code / Title 9 / Chapter 60 / Section 2389
§ 2389. Limitation on power to choose applicable law and judicial forum
Status: in_force

(a) If the parties to an agricultural finance lease choose the law of a jurisdiction other than that in which the goods are to be used, or that in which the lessee resides or has his or her principal place of business, when the lease agreement becomes enforceable or within 30 days thereafter, the choice is not enforceable.

(b) If the parties to an agricultural finance lease choose a judicial forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.
9 V.S.A. § 4359 — VT Code / Title 9 / Chapter 134 / Section 4359
§ 4359. Nontestamentary transfer on death
Status: in_force

(a) A transfer on death resulting from a registration in beneficiary form by an owner whose last domicile was in this State is effective by reason of the contract recording the registration between the owner and the registering entity and this chapter and is not testamentary. “Nonprobate transfer” means a transfer described in this subsection.

(b) A transferee of a nonprobate transfer is subject to liability to any probate estate of the decedent for allowed claims against that estate and statutory allowances to the decedent's spouse and children to the extent the estate is insufficient to satisfy those claims and allowances. The liability of a nonprobate transferee may not exceed the value of nonprobate transfers received by that transferee.

(c) Nonprobate transferees are liable for the insufficiency described in subsection (b) of this section in the following order of priority:

(1) a transferee designated in the decedent's will or any other government instrument, as provided in the instrument;

(2) the trustee of a trust serving as the principal nonprobate instrument in the decedent's estate plan as shown by its designation as devisee of the decedent's residuary estate or by other facts or circumstances, to the extent of the value of the nonprobate transfer received;

(3) other nonprobate transferees, in proportion to the values received.

(d) A provision made in one instrument may direct the apportionment of the liability among the nonprobate transferees taking under that or any other governing instrument. If a provision in one instrument conflicts with a provision in another, the later one prevails.

(e) Upon due notice to a nonprobate transferee, the liability imposed by this section is enforceable in proceedings in the Probate Division of the Superior Court in this State, whether or not the transferee is located in this State.

(f) A proceeding under this section may not be commenced unless the personal representative of the decedent's estate has received a written demand for the proceeding from the surviving spouse or a child, to the extent that statutory allowances are affected, or a creditor. If the personal representative declines or fails to commence a proceeding after demand, a person making demand may commence the proceeding in the name of the decedent's estate, at the expense of the person making the demand and not of the estate. A personal representative who declines in good faith to commence a requested proceeding incurs no personal liability for declining.

(g) A proceeding under this section must be commenced within one year after the decedent's death, but a proceeding on behalf of a creditor whose claim was allowed after proceedings challenging disallowance of the claim may be commenced within 60 days after final allowance of the claim.

(h) Unless a written notice asserting that a decedent's estate is insufficient to pay allowed claims and statutory allowances has been received from the decedent's personal representative, a trustee receiving a nonprobate transfer is released from liability under this section with respect to any assets to the trust's beneficiaries. Each beneficiary to the extent of the distribution received becomes liable for the amount of the trustee's liability attributable to those assets received by the beneficiary.
9A V.S.A. § 402 — VT Code / Title 9A / Chapter 8 / Section 402
§§ 8-402. Assurance that indorsement or instruction is effective
Status: in_force

(a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:

(1) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;

(2) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

(3) if the indorsement is made or the instruction is originated by a fiduciary pursuant to subdivision 8—107(a)(4) or (a)(5) of this title, appropriate evidence of appointment or incumbency;

(4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

(5) if the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

(b) An issuer may elect to require reasonable assurance beyond that specified in this section.

(c) In this section:

(1) “Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.

(2) “Appropriate evidence of appointment or incumbency” means:

(i) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or

(ii) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.
9A V.S.A. § 530 — VT Code / Title 9A / Chapter 2A / Section 530
§§ 2A-530. Lessor's incidental damages
Status: in_force

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or otherwise resulting from the default.
9 V.S.A. § 2483b — VT Code / Title 9 / Chapter 63 / Section 2483b
§ 2483b. Fees
Status: in_force

A consumer reporting agency shall not charge a fee for any service performed under this subchapter.
9A V.S.A. § 309 — VT Code / Title 9A / Chapter 1 / Section 309
§§ 1-309. Option to accelerate at will
Status: in_force

A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
9 V.S.A. § 2673 — VT Code / Title 9 / Chapter 73 / Section 2673
§ 2673. Declarations of unit price on random packages
Status: in_force

In addition to the declarations required by section 2672 of this title, any commodity in package form, the package being one of a lot containing random weights, measures, or counts of the same commodity and bearing the total selling price of the package, shall bear on the outside of the package a plain and conspicuous declaration of the price per single unit of weight, measure, or count.
9 V.S.A. § 205 — VT Code / Title 9 / Chapter 4 / Section 205
§ 205. Commissioner's powers
Status: in_force

(a) The Commissioner may:

(1) impose an administrative penalty of not more than $1,000.00 for each violation upon any person who violates or participates in the violation of this subchapter, or any lawful regulation or order issued thereunder;

(2) order any person to make restitution to any person injured as a result of a violation of this subchapter; and

(3) order any person to cease and desist in any specified conduct.

(b) The powers vested in the Commissioner by this subchapter shall be in addition to any other powers to enforce any penalties, fines, or forfeitures authorized by law.
9 V.S.A. § 102 — VT Code / Title 9 / Chapter 4 / Section 102
§ 102. Co-signer's notice
Status: in_force

If a lender requires the signature of an obligor jointly and severally the instrument evidencing the obligation shall contain on its face the following notice, conspicuously placed, in a size equal to at least 10-point bold type:

NOTICE TO CO-SIGNER: YOUR SIGNATURE ON THIS NOTE MEANS THAT YOU ARE EQUALLY LIABLE FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS A LEGAL RIGHT TO COLLECT FROM YOU.
9A V.S.A. § 508 — VT Code / Title 9A / Chapter 8 / Section 508
§§ 8-508. Duty of securities intermediary to change entitlement holder's position to other form of security holding
Status: in_force

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:

(1) the securities intermediary acts 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 follow the direction of the entitlement holder.
9 V.S.A. § 4104 — VT Code / Title 9 / Chapter 109 / Section 4104
§ 4104. Supplier's right to terminate agreement
Status: in_force

(a) A supplier who does not intend to extend or renew a lease or agreement with a dealer upon the expiration of the term of said lease or agreement, or a renewal thereof, shall give written notice of his or her intention to the dealer at least 90 days prior to the expiration date. A supplier may cancel, terminate, or refuse to renew a lease or agreement without this notice at any time upon default on the part of the dealer.

(b) Grounds for termination or cancellation of an agreement or lease that are not contained in the agreement between the supplier and the dealer may be decided by negotiation between the supplier and the dealer or any attorney or other agent representing or designated by the dealer.

(c) The occurrence of any of the following shall constitute a waiver by the dealer of any rights under this section:

(1) criminal misconduct or violation of law relating to the business or premises of the dealer;

(2) fraud;

(3) any unauthorized closing of the business for seven consecutive days;

(4) bankruptcy or insolvency of the dealer;

(5) nonpayment of rent, or loss by the supplier of its legal rights to grant possession of leased premises to the dealer; or

(6) public condemnation or other public taking.
9 V.S.A. § 5510 — VT Code / Title 9 / Chapter 150 / Section 5510
§ 5510. Rescission offers
Status: in_force

(a) Unless a purchaser, seller, or recipient of investment advice provides written notice of a dispute to the seller, purchaser, or provider of investment advice in conformity to subsection (b) of this section, such purchaser, seller, or recipient of investment advice may not maintain an action under section 5509 of this chapter if:

(1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(A) an offer stating the respect in which liability under section 5509 of this chapter may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this chapter to be furnished to that person at the time of the purchase, sale, or investment advice;

(B) if the basis for relief under this section may have been a violation of subsection 5509(b) of this chapter, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at the legal rate of interest from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at the legal rate of interest from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;

(C) if the basis for relief under this section may have been a violation of subsection 5509(c) of this chapter, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at the legal rate of interest from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest at the legal rate of interest from the date of the sale;

(D) if the basis for relief under this section may have been a violation of subsection 5509(d) of this chapter; and if the customer is a purchaser, an offer to pay as specified in subdivision (B) of this subdivision (1); or, if the customer is a seller, an offer to tender or to pay as specified in subdivision (C) of this subdivision (1);

(E) if the basis for relief under this section may have been a violation of subsection 5509(e) of this chapter, an offer to reimburse in cash the consideration paid for the advice and interest at the legal rate of interest from the date of payment; or

(F) if the basis for relief under this section may have been a violation of subsection 5509(f) of this chapter, an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at the legal rate of interest from the date of the violation causing the loss;

(2) the offer under subdivision (1) of this subsection states that it must be accepted by the purchaser, seller, or recipient of investment advice within 30 days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three days, that the Commissioner, by order, specifies;

(3) the offeror has the present ability to pay the amount offered or to tender the security under subdivision (1) of this subsection;

(4) the offer under subdivision (1) of this subsection is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(5) the purchaser, seller, or recipient of investment advice that accepts the offer under subdivision (1) of this subsection in a record within the period specified under subdivision (2) of this subsection is paid in accordance with the terms of the offer.

(b) When a purchaser, seller, or recipient of investment advice provides written notice of a dispute containing a description of the nature of the dispute, the dates on which it occurred, a listing of the persons or entities involved to the seller, purchaser, or provider of investment advice, the person receiving such notice shall have 90 days to resolve the dispute within the terms of subsection (a) of this section. After the expiration of 90 days from the receipt of such notice, the terms of subsection (a) shall not apply to prohibit the pursuit of relief by such purchaser, seller, or recipient of investment advice under section 5509 of this chapter unless the terms of subsection (a) have been satisfied. Such notice shall be sent via certified mail, return receipt requested, or via a national courier service to the principal office and contact person of the purchaser, seller, or provider of investment advice, which:

(1) in the case of a broker-dealer firm or its agent, shall be the principal office and contact person for the firm as set forth in such firm's form B-D registration on file with the Commissioner (or any similar registration form adopted by the Commissioner hereafter); and

(2) in the case of an investment adviser firm or its representative, shall be the principal office and contact person for the firm as set forth in such firm's form ADV registration or notice filing on file with the Commissioner (or any similar registration or notification form adopted by the Commissioner hereafter).
9A V.S.A. § 203 — VT Code / Title 9A / Chapter 4A / Section 203
§§ 4A-203. Unenforceability of certain verified payment orders
Status: in_force

(a) If an accepted payment order is not, under subsection 4A—202(a) of this title, an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to subsection 4A—202(b) of this title, the following rules apply:

(1) By express agreement evidenced by a record, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order.

(2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure, or (ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or the like.

(b) This section applies to amendments of payment orders to the same extent it applies to payment orders.
9 V.S.A. § 2640 — VT Code / Title 9 / Chapter 73 / Section 2640
§ 2640. Police powers; right of entry and stoppage
Status: in_force

With respect to the enforcement of this chapter and any other laws dealing with weights and measures that he or she is, or may be, empowered to enforce, the Secretary is vested with full police powers, and may arrest, without formal warrant, any violator of those laws, and may seize for use as evidence, without formal warrant, incorrect or unsealed weights and measures or amounts of packages of commodity found to be used, retained, offered, or exposed for sale, or sold, in violation of the law. In the performance of his or her official duties, the Secretary may enter and go into or upon, without formal warrant, any structure or premises, and may stop any person whatsoever and require him or her to proceed, with or without any vehicle of which he or she may be in charge, to some place that the Secretary may specify.
9 V.S.A. § 2701 — VT Code / Title 9 / Chapter 73 / Section 2701
§ 2701. Ice
Status: in_force

Ice shall be sold by weight. The net weight of ice dispensed by a vending machine shall be presented clearly and conspicuously on the front panel near coin slot. This section shall not apply to ice sold by hotels or motels and to be consumed on the premises.
9 V.S.A. § 2466a — VT Code / Title 9 / Chapter 63 / Section 2466a
§ 2466a. Consumer protections; prescription drugs
Status: in_force

(a) A violation of 18 V.S.A. § 4631 shall be considered a prohibited practice under section 2453 of this title.

(b) As provided in 18 V.S.A. § 9474, a violation of 18 V.S.A. § 9472 or 9473 shall be considered a prohibited practice under section 2453 of this title.

(c)(1) It shall be a prohibited practice under section 2453 of this title for a manufacturer of prescription drugs to present or cause to be presented in the State a regulated advertisement if that advertisement does not comply with the requirements concerning drugs and devices and prescription drug advertising in federal law and regulations under 21 U.S.C. §§ 331 and 352(n) and 21 C.F.R. Part 202.

(2) For purposes of this section:

(A) “Manufacturer of prescription drugs” means a person authorized by law to manufacture, bottle, or pack drugs or biological products; a licensee or affiliate of that person; or a labeler that receives drugs or biological products from a manufacturer or wholesaler and repackages them for later retail sale and has a labeler code from the federal Food and Drug Administration under 21 C.F.R. § 202.20.

(B) “Regulated advertisement” means:

(i) the presentation to the general public of a commercial message regarding a prescription drug or biological product by a manufacturer of prescription drugs that is broadcast on television, cable, or radio from a station or cable company that is physically located in the State, broadcast over the Internet from a location in the State, or printed in magazines or newspapers that are printed, distributed, or sold in the State; or

(ii) a commercial message regarding a prescription drug or biological product by a manufacturer of prescription drugs or its representative that is conveyed:

(I) to the office of a health care professional doing business in Vermont, including statements by representatives or employees of the manufacturer and materials mailed or delivered to the office; or

(II) at a conference or other professional meeting occurring in Vermont.

(d) No person shall sell, offer for sale, or distribute electronic prescribing software that advertises, uses instant messaging and pop-up advertisements, or uses other means to influence or attempt to influence the prescribing decision of a health care professional through economic incentives or otherwise and that is triggered or in specific response to the input, selection, or act of a health care professional or agent in prescribing a specific prescription drug or directing a patient to a certain pharmacy. This subsection shall not apply to information provided to the health care professional about pharmacy reimbursement, prescription drug formulary compliance, and patient care management.
9A V.S.A. § 309 — VT Code / Title 9A / Chapter 7 / Section 309
§§ 7-309. Duty of care; contractual limitation of carrier's liability
Status: in_force

(a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.

(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
9A V.S.A. § 321 — VT Code / Title 9A / Chapter 2 / Section 321
§§ 2-321. C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival
Status: in_force

Under a contract containing a term C.I.F. or C. & F.

(1) Where the price is based on or is to be adjusted according to “net landed weights”, “delivered weights”, “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.

(2) An agreement described in subsection (1) of this section or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.

(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
9A V.S.A. § 103 — VT Code / Title 9A / Chapter 9 / Section 103
§§ 9-103. Purchase-money security interest; application of payments; burden of establishing
Status: in_force

(a) In this section:

(1) “Purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral.

(2) “Purchase-money obligation” means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

(b) A security interest in goods is a purchase-money security interest:

(1) to the extent that the goods are purchase-money collateral with respect to that security interest;

(2) if the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and

(3) also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.

(c) A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

(1) the debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

(2) the debtor acquired its interest in the software for the principal purpose of using the software in the goods.

(d) The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.

(e) In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

(1) in accordance with any reasonable method of application to which the parties agree;

(2) in the absence of the parties' agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

(3) in the absence of an agreement to a reasonable method and a timely manifestation of the obligor's intention, in the following order:

(A) to obligations that are not secured; and

(B) if more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.

(f) In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:

(1) the purchase-money collateral also secures an obligation that is not a purchase-money obligation;

(2) collateral that is not purchase-money collateral also secures the purchase-money obligation; or

(3) the purchase-money obligation has been renewed, refinanced, consolidated, or restructured.

(g) In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

(h) The limitation of the rules in subsections (e), (f), and (g) of this section to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.
9A V.S.A. § 101 — VT Code / Title 9A / Chapter 3 / Section 101
§§ 3-101. Short title
Status: in_force

This article may be cited as Uniform Commercial Code—Negotiable Instruments.
9A V.S.A. § 304 — VT Code / Title 9A / Chapter 9 / Section 304
§§ 9-304. Law governing perfection and priority of security interests in deposit accounts
Status: in_force

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

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

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

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

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

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

(5) If none of the preceding subdivisions applies, the bank's jurisdiction is the jurisdiction in which the chief executive office of the bank is located.
9 V.S.A. § 2480c — VT Code / Title 9 / Chapter 63 / Section 2480c
§ 2480c. Charges for certain disclosures by credit reporting agencies
Status: in_force

(a) A credit reporting agency shall not impose a charge for:

(1) providing the information required to be disclosed under subsection 2480b(a) of this title, once every 12 months;

(2) providing the notice required under subsection 2480d(g) of this title (notice of results of reinvestigation); or

(3) notifying any person designated by the consumer pursuant to 15 U.S.C. § 1681i of the deletion of information that is found to be inaccurate or that can no longer be verified.

(b) For all other disclosures to consumers of information available to users pertaining to the consumer the credit reporting agency may impose a reasonable charge, not to exceed $7.50, on the consumer.
9 V.S.A. § 2384 — VT Code / Title 9 / Chapter 60 / Section 2384
§ 2384. Warranties
Status: in_force

(a) A lessee may enforce all express or implied warranties available to the lessor directly against the manufacturer, seller, supplier, or dealer of the leased property, during the term of the lease.

(b) A lessor shall impliedly warrant that the leased property is fit for a particular purpose if the lessor, when the lease is executed, has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods.

(c) A lessor shall impliedly warrant that the leased property is merchantable, if the lessor is a merchant with respect to goods of that kind.

(d) A lessor shall impliedly warrant that no person holds a claim to or interest in the leased property arising from an act or omission of the lessor, for the lease term, that will interfere with the lessee's enjoyment of the leasehold interest.
9A V.S.A. § 802 — VT Code / Title 9A / Chapter 9 / Section 802
§§ 9-802. Savings clause
Status: in_force

(a) Except as otherwise provided in this part, the provisions of the Act apply to a transaction or lien within its scope, even if the transaction or lien was entered into or created before the Act takes effect.

(b) The provisions of the Act do not affect an action, case, or proceeding commenced before the Act takes effect.
9A V.S.A. § 618 — VT Code / Title 9A / Chapter 9 / Section 618
§§ 9-618. Rights and duties of certain secondary obligors
Status: in_force

(a) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:

(1) receives an assignment of a secured obligation from the secured party;

(2) receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or

(3) is subrogated to the rights of a secured party with respect to collateral.

(b) An assignment, transfer, or subrogation described in subsection (a) of this section:

(1) is not a disposition of collateral under section 9—610 of this title; and

(2) relieves the secured party of further duties under this article.
9 V.S.A. § 4091 — VT Code / Title 9 / Chapter 108 / Section 4091
§ 4091. Payments
Status: in_force

(a) Within 90 days of the termination, nonrenewal, or cancellation of any franchise by the manufacturer, pursuant to section 4089 or subdivision 4090(a)(2)(B) of this title or to the termination, nonrenewal, or cancellation of a franchise by the franchisee, the new motor vehicle dealer shall be paid by the manufacturer for the:

(1) dealer cost plus any charges by the manufacturer thereof for distribution, delivery, and taxes paid by the dealer, less all allowances paid to the dealer by the manufacturer for all new and undamaged motor vehicle inventory purchased from the manufacturer or distributor or from another new motor vehicle dealer of the same line-make in the ordinary course of business if the vehicles have 500 miles or less on the odometer, or in the case of a motor home if the vehicle's odometer has no more than 1,000 miles above the original factory to dealership delivery mileage, and:

(A) were purchased within the previous 12 months; or

(B) are of the current model year or one-year-prior model year. A motor vehicle shall be “undamaged” under this subsection (a) if any corrected damage to the vehicle does not exceed the amounts set forth in subsection 4087(d) of this title;

(2) dealer cost of each new, unused, undamaged, and unsold part or accessory if such part or accessory is in the current parts catalogue and is still in the original, resaleable merchandising package and acquired from the manufacturer or distributor or from another new motor vehicle dealer of the same line-make in the ordinary course of business;

(3) fair market value of all special tools owned by the dealer that were recommended in writing and designated as special tools and equipment by the manufacturer, distributor, or branch or division thereof and purchased from or at the request of the manufacturer or distributor, if the tools and equipment are in usable and good condition, normal wear and tear excepted;

(4) fair market value of each undamaged sign owned by the dealer that bears a trademark, trade name, or commercial symbol used or claimed by the manufacturer if the sign was purchased from or at the request of the manufacturer, distributor, or branch or division thereof;

(5) cost of transporting, handling, packing, and loading of motor vehicles, parts, signs, and special tools, subject to repurchase by the manufacturer.

(b) In addition to the other payments set forth in this section, if a termination, cancellation, or nonrenewal is premised upon any of the occurrences set forth in subdivision 4090(a)(2)(B) of this title, then the manufacturer shall be liable to the dealer for an amount equivalent to the fair market value of the motor vehicle franchise on the day before the date the franchisor announces the action that results in termination, cancellation, or nonrenewal.

(c) Payment is contingent on the new motor vehicle dealer having clear title to the inventory and other items and having the ability to convey the title to the manufacturer, excepting any liens or encumbrances on the inventory and other items that will be released when the manufacturer pays the new motor vehicle dealer and lien holder for the inventory and other items.

(d) The manufacturer may avoid paying fair market value of the motor vehicle franchise to the dealer under subsection (b) of this section if the franchisor, or another motor vehicle franchisor pursuant to an agreement with the franchisor, offers the franchisee a replacement motor vehicle franchise substantially similar to the existing motor vehicle franchise that takes effect no later than the date of the termination, cancellation, or nonrenewal of the franchisee's existing motor vehicle franchise.

(e) This section shall not apply to a nonrenewal or termination that is implemented as a result of the sale of the assets or stock of the motor vehicle dealer, unless the franchisor and franchisee otherwise agree in writing.
9 V.S.A. § 4173 — VT Code / Title 9 / Chapter 115 / Section 4173
§ 4173. Procedure to obtain refund or replacement; waiver of rights void
Status: in_force

(a)(1) After reasonable attempt at repair or correction of the nonconformity, defect, or condition, or after 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 as provided in this chapter, the consumer shall notify the manufacturer and lessor in writing, on forms to be provided by the manufacturer at the time the new motor vehicle is delivered, of the nonconformity, defect, or condition and the consumer's election to proceed under this chapter. The forms shall be made available by the manufacturer to any public or nonprofit agencies that shall request them. Notice of consumer rights under this chapter shall be conspicuously displayed by all authorized dealers and agents of the manufacturer.

(2) The consumer shall in the notice elect whether to use the dispute settlement mechanism or the arbitration provisions established by the manufacturer or to proceed under the Vermont Motor Vehicle Arbitration Board as established under this chapter. Except in the case of a settlement agreement between a consumer and manufacturer, and unless federal law otherwise requires, any provision or agreement that purports to waive, limit, or disclaim the rights set forth in this chapter or that purports to require a consumer not to disclose the terms of the provision or agreement is void as contrary to public policy.

(3) The consumer's election of whether to proceed before the Board or the manufacturer's mechanism shall preclude his or her recourse to the method not selected.

(b) A consumer cannot pursue a remedy under this chapter if he or she has discontinued financing or lease payments.

(c)(1) Arbitration of the consumer's complaint, either through the manufacturer's dispute settlement mechanism or the Board, must be held within 45 days of receipt by the manufacturer or the Board of the consumer's notice electing the remedy of arbitration unless:

(A) the consumer or the manufacturer shows good cause for an extension of time, not to exceed an additional 30-day period; or

(B) the manufacturer does not contest the consumer's complaint, in which case an arbitration hearing is not required.

(2) If an extension of time is requested by the manufacturer, the manufacturer shall provide free use of a vehicle to the consumer if the consumer's vehicle is out of service.

(3) If the consumer elects to proceed in accordance with the manufacturer's dispute settlement mechanism, the matter is contested, and the arbitration of the dispute is not held within 45 days of the manufacturer's receipt of the consumer's notice and the manufacturer is not able to establish good cause for the delay, the consumer shall be entitled to receive the relief requested under this chapter.

(d) Within the 45-day period set forth in subsection (c) of this section but at least five days prior to hearing, the manufacturer shall have one final opportunity to correct and repair the defect that the consumer claims entitles the consumer to a refund or replacement vehicle. Any right to a final repair attempt is waived if the manufacturer does not complete it at least five days prior to hearing. If the consumer is satisfied with the corrective work done by the manufacturer or the manufacturer's delegate, the arbitration proceedings shall be terminated without prejudice to the consumer's right to request arbitration be recommenced within one year following the expiration of the express warranty term in accordance with subsection 4179(a) of this title.

(e) If an arbitration hearing is required under this section, the vehicle must be presented at the hearing site for an inspection or test drive, or both, by members of the Board.

(f) The manufacturer shall refund the amounts provided for in subsection 4172(e) or (i) of this chapter within 30 days of the facsimile transmission confirmation receipt of a decision of the Board or within 15 days of final adjudication. The consumer shall receive an additional 10 percent of the total award if the manufacturer fails to complete the transaction by the effective date of the order.
9 V.S.A. § 4177 — VT Code / Title 9 / Chapter 115 / Section 4177
§ 4177. Unfair and deceptive acts and practices
Status: in_force

Failure of the manufacturer, its agents, authorized dealers, or motor vehicle lessors to comply with a decision of the Board shall constitute an unfair or deceptive act or practice under chapter 63 of this title.
9 V.S.A. § 5404 — VT Code / Title 9 / Chapter 150 / Section 5404
§ 5404. Investment adviser representative registration requirement and exemptions
Status: in_force

(a) It is unlawful for an individual to transact business in this State as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b) of this section.

(b) The following individuals are exempt from the registration requirement of subsection (a) of this section:

(1) an individual who is employed by or associated with an investment adviser that is exempt from registration under subsection 5403(b) of this chapter or a federal covered investment adviser that is excluded from the notice filing requirements of section 5405 of this chapter; and

(2) any other individual exempted by rule adopted or order issued under this chapter.

(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under section 5405 of this chapter.

(d) An individual may transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a rule adopted or order issued under this chapter prohibits or limits an individual from acting as an investment adviser representative for more than one investment adviser or federal covered investment adviser.

(e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this State on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the Commissioner, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) An investment adviser registered under this chapter, a federal covered investment adviser that has filed a notice under section 5405 of this chapter, or a broker-dealer registered under this chapter is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this chapter, a federal covered investment adviser who has filed a notice under section 5405, or a broker-dealer registered under this chapter with which the individual is employed or associated as an investment adviser representative.
9 V.S.A. § 2452 — VT Code / Title 9 / Chapter 63 / Section 2452
§ 2452. Limitation
Status: in_force

(a) Nothing in this chapter shall apply to the owner or publisher of a newspaper, magazine, publication, or printed matter, or to a provider of an interactive computer service, wherein an advertisement or offer to sell appears, or to the owner or operator of a radio or television station that disseminates an advertisement or offer to sell, when the owner, publisher, operator, or provider has no knowledge of the fraudulent intent, design, or purpose of the advertiser or offeror, and is not responsible, in whole or in part, for the creation or development of the advertisement or offer to sell.

(b) In this section, “interactive computer service” has the same meaning as in 47 U.S.C. § 230(f)(2).
9A V.S.A. § 505 — VT Code / Title 9A / Chapter 4A / Section 505
§§ 4A-505. Preclusion of objection to debit of customer's account
Status: in_force

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer's objection to the payment within one year after the notification was received by the customer.
9A V.S.A. § 219 — VT Code / Title 9A / Chapter 2A / Section 219
§§ 2A-219. Risk of loss
Status: in_force

(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.

(2) Subject to the provisions of this article on the effect of default on risk of loss (§ 2A—220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:

(a) If the lease contract requires or authorizes the goods to be shipped by carrier

(i) and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but

(ii) if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.

(b) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.

(c) In any case not within subsection (a) or (b) of this section, the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.
9A V.S.A. § 313 — VT Code / Title 9A / Chapter 9 / Section 313
§§ 9-313. When possession by or delivery to secured party perfects security interest without filing
Status: in_force

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

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

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

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

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

(d) If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not earlier than the time the secured party takes possession and continues only while the secured party retains possession.

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

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

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

(1) the acknowledgment is effective under subsection (c) of this section or subsection 8—301(a) of this title, even if the acknowledgment violates the rights of a debtor; and

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

(h) A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor's business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:

(1) to hold possession of the collateral for the secured party's benefit; or

(2) to redeliver the collateral to the secured party.

(i) A secured party does not relinquish possession, even if a delivery under subsection (h) of this section violates the rights of a debtor. A person to which collateral is delivered under subsection (h) of this section does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this article otherwise provides.
9 V.S.A. § 2505 — VT Code / Title 9 / Chapter 67 / Section 2505
§ 2505. Loan and credit card services
Status: in_force

It shall be an unlawful practice for a sponsor to sell or offer for sale pay-per-call services directly or indirectly purporting to extend callers any form of credit, loan, or charge card unless:

(1) all advertisements and promotions for the service include a complete and accurate description of all terms, including fees, required purchases, interest rates, minimum account balances or deposits, limitations on usage, and other conditions, limitations, or charges associated therewith;

(2) the sponsor is authorized to act as an agent in connection with the issuance of the loan, credit, or charge card by an authorized financial institution;

(3) the sponsor has complied with all applicable State and federal laws relating to the extension of loans, credit, or charge cards; and

(4) the sponsor provides a full refund to any caller who requests one.
9A V.S.A. § 302 — VT Code / Title 9A / Chapter 9 / Section 302
§§ 9-302. Law governing perfection and priority of agricultural liens
Status: in_force

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.
9A V.S.A. § 110 — VT Code / Title 9A / Chapter 9 / Section 110
§§ 9-110. Security interests arising under Article 2 or 2a
Status: in_force

A security interest arising under section 2—401, or 2—505, or subsection 2—711(3) or 2A—508(5) of this title is subject to this article. However, until the debtor obtains possession of the goods:

(1) the security interest is enforceable, even if subdivision 9—203(b)(3) of this title has not been satisfied;

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

(3) the rights of the secured party after default by the debtor are governed by Article 2 or 2A; and

(4) the security interest has priority over a conflicting security interest created by the debtor.
9 V.S.A. § 2513 — VT Code / Title 9 / Chapter 67 / Section 2513
§ 2513. Automatic billing arrangements
Status: in_force

It shall be an unlawful practice for a sponsor to initiate or make available pay-per-call services that impose a pay-per-call charge on persons as a result of a call placed to them, or that impose a pay-per-call charge on persons who have made a call to regular or noncharged telephone lines, unless the caller initiates a separate call to the pay-per-call service using a telephone number expressly identified by the sponsor as a pay-per-call number.
9A V.S.A. § 609 — VT Code / Title 9A / Chapter 9 / Section 609
§§ 9-609. Secured party's right to take possession after default
Status: in_force

(a) After default, a secured party:

(1) may take possession of the collateral; and

(2) without removal, may render equipment unusable and dispose of collateral on a debtor's premises under section 9—610 of this title.

(b) A secured party may proceed under subsection (a) of this section:

(1) pursuant to judicial process; or

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

(c) If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.
9 V.S.A. § 3348 — VT Code / Title 9 / Chapter 89 / Section 3348
§ 3348. Prosecutions
Status: in_force

A selectboard member or a police officer of a town or trustee or a police officer of a village, in which such inspectors are appointed, shall cause persons violating the provisions of this chapter to be prosecuted therefor.
9 V.S.A. § 2511 — VT Code / Title 9 / Chapter 67 / Section 2511
§ 2511. Automatic dialing devices
Status: in_force

It shall be an unlawful practice for a sponsor to utilize equipment programmed to randomly or sequentially dial telephone numbers to advertise, promote, or initiate pay-per-call services.
9 V.S.A. § 2470nn — VT Code / Title 9 / Chapter 63 / Section 2470nn
§ 2470nn. Violations
Status: in_force

(a) A person who violates this subchapter commits an unfair and deceptive act in trade and commerce in violation of section 2453 of this title.

(b) The Attorney General has the same authority to make rules, conduct civil investigations, enter into assurances of discontinuance, and bring civil actions as is provided under subchapter 1 of this chapter.

(c) It is an unfair and deceptive act and practice in commerce for any person to provide substantial assistance to the seller of an add-on discount membership program that has engaged or is engaging in an unfair or deceptive act or practice in commerce, when the person or the person's authorized agent:

(1) receives notice from a regulatory, law enforcement, or similar governmental authority that the seller of the add-on discount membership program is in violation of this subchapter;

(2) knows from information received or in its possession that the seller of the add-on discount membership program is in violation of this subchapter; or

(3) consciously avoids knowing that the seller of the add-on discount membership program is in violation of this subchapter.

(d) Subject to section 2452 of this title, a person who provides only incidental assistance, which does not further the sale of an add-on discount membership program, to the seller of the program, or who does not receive a benefit from providing assistance to the seller of an add-on discount membership, shall not be liable under this section unless the person receives notice, knows, or consciously avoids knowing, pursuant to subdivision (c)(1), (2), or (3) of this section, that an add-on discount membership program is in violation of this chapter.
9A V.S.A. § 203 — VT Code / Title 9A / Chapter 2A / Section 203
§§ 2A-203. Seals inoperative
Status: in_force

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
9A V.S.A. § 310 — VT Code / Title 9A / Chapter 1 / Section 310
§§ 1-310. Subordinated obligations
Status: in_force

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
9 V.S.A. § 2011 — VT Code / Title 9 / Chapter 51 / Section 2011
§ 2011. Nature and extent of lien; registered marks
Status: in_force

If a person, firm, or corporation shall, by itself or others, make an advance or series of advances of money to the owner of, or person entitled to the possession of, any logs or pulpwood for the purpose of financing the cutting, hauling, yarding, piling, trucking, rafting, booming, driving, or towing of the same, it shall have a lien for the amount of all such advances, which shall take precedence over all claims, except taxes and liens provided for and enforceable under section 1991 of this title, and except all other liens legally acquired and filed or recorded prior to the placing of the registered mark thereon as herein provided, upon all of such logs or pulpwood on which it has caused its registered mark to be placed, and such lien with respect to such advances shall continue for all advances for two years after the date of making the last advance, and may be enforced by attachment. The term “registered mark” as used in the foregoing sentence means a mark described in a certificate of registration issued by the Secretary of State, pursuant to the provisions of section 2012 of this title, and recorded in the town clerk's office for the town in which such logs or pulpwood were situated when such registered mark was placed thereon, or if the logs or pulpwood were situated in an unorganized town, gore, or grant, said registered mark must be recorded by the clerk of the county in which such unorganized town, gore, or grant is situated.
9A V.S.A. § 702 — VT Code / Title 9A / Chapter 2 / Section 702
§§ 2-702. Seller's remedies on discovery of buyer's insolvency
Status: in_force

(1) Where the seller discovers the buyer to be insolvent he or she may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (§ 2—705).

(2) Where the seller discovers that the buyer has received goods on credit while insolvent he or she may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay.

(3) The seller's right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser under this article (§ 2—403). Successful reclamation of goods excludes all other remedies with respect to them.
9 V.S.A. § 4155 — VT Code / Title 9 / Chapter 113 / Section 4155
§ 4155. Manufacturer's mold lien
Status: in_force

(a) Molders shall have a lien, dependent on possession, on all dies, molds, forms, or patterns in their hands belonging to a customer, for the balance due them from such customer for any manufacturing, engineering, or fabrication work, and in the value of all material related to such work. The molder may retain possession of the die, mold, form, or pattern until the charges are paid.

(b) A lien under subsection (a) of this section attaches and is perfected 30 days after any payment is due.

(c) A molder may enforce the lien by sale as provided in sections 1952 and 1953 of this title, unless such sale would be in violation of any right of a customer under federal patent or copyright law. The owner of property subject to a molder's lien who desires to question the reasonableness of such charges shall have the rights provided in section 1954 of this title.

(d) The parties may alter the provisions of subsections (a), (b), and (c) of this section by contract.

(e) A lien under this section does not take priority over an existing perfected security interest.

(f) Nothing in this section is intended to alter any rights, obligations, excuses, or remedies under 9A V.S.A. Article 2.

(g) A court may, on request of a customer, substitute a bond or other collateral in an amount satisfactory to the court, and order release of the lien.
9A V.S.A. § 201 — VT Code / Title 9A / Chapter 2 / Section 201
§§ 2-201. Formal requirements; statute of frauds
Status: in_force

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500.00 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within ten days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:

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

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

(c) with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 2—606).
9A V.S.A. § 214 — VT Code / Title 9A / Chapter 2A / Section 214
§§ 2A-214. Exclusion or modification of warranties
Status: in_force

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 2A—202 of this title on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.

(2) Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability or any part of it the language must mention “merchantability,” be by a writing, and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, “There is no warranty that the goods will be fit for a particular purpose.”

(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section,

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

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

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

(4) To exclude or modify a warranty against interference or against infringement (§ 2A—211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.

(5) The provisions of subdivisions (2), (3) and (4) of this section shall not apply to leases of new or unused consumer goods or services. Any language, oral or written, used by a lessor or manufacturer of consumer goods and services, which attempts to exclude or modify any implied warranties of merchantability and fitness for a particular purpose or to exclude or modify the consumer's remedies for breach of those warranties, shall be unenforceable. For the purposes of this section, “consumer” means consumer as defined in 9 V.S.A. chapter 63.
9A V.S.A. § 302 — VT Code / Title 9A / Chapter 3 / Section 302
§§ 3-302. Holder in due course
Status: in_force

(a) Subject to subsection (c) of this section and section 3—106(d) of this title, “holder in due course” means the holder of an instrument if:

(1) the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call into question its authenticity; and

(2) the holder took the instrument (i) for value, (ii) in good faith, (iii) without notice that the instrument is overdue or has been dishonored or that there is an uncured default with respect to payment of another instrument issued as part of the same series, (iv) without notice that the instrument contains an unauthorized signature or has been altered, (v) without notice of any claim to the instrument described in section 3—306 of this title, and (vi) without notice that any party has a defense or claim in recoupment described in section 3—305(a) of this title.

(b) Notice of discharge of a party, other than discharge in an insolvency proceeding, is not notice of a defense under subsection (a) of this section, but discharge is effective against a person who became a holder in due course with notice of the discharge. Public filing or recording of a document does not of itself constitute notice of a defense, claim in recoupment, or claim to the instrument.

(c) Except to the extent a transferor or predecessor in interest has rights as a holder in due course, a person does not acquire rights of a holder in due course of an instrument taken (i) by legal process or by purchase in an execution, bankruptcy, or creditor's sale or similar proceeding, (ii) by purchase as part of a bulk transaction not in ordinary course of business of the transferor, or (iii) as the successor in interest to an estate or other organization.

(d) If, under section 3—303(a)(1) of this title, the promise of performance that is the consideration for an instrument has been partially performed, the holder may assert rights as a holder in due course of the instrument only to the fraction of the amount payable under the instrument equal to the value of the partial performance divided by the value of the promised performance.

(e) If (i) the person entitled to enforce an instrument has only a security interest in the instrument and (ii) the person obliged to pay the instrument has a defense, claim in recoupment, or claim to the instrument that may be asserted against the person who granted the security interest, the person entitled to enforce the instrument may assert rights as a holder in due course only to an amount payable under the instrument which, at the time of enforcement of the instrument, does not exceed the amount of the unpaid obligation secured.

(f) To be effective, notice must be received at a time and in a manner that gives a reasonable opportunity to act on it.

(g) This section is subject to any law limiting status as a holder in due course in particular classes of transactions.
9A V.S.A. § 403 — VT Code / Title 9A / Chapter 7 / Section 403
§§ 7-403. Obligation of bailee to deliver; excuse
Status: in_force

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

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

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

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

(4) the exercise by a seller of its right to stop delivery pursuant to section 2—705 of this title or by a lessor of its right to stop delivery pursuant to section 2A—526 of this title;

(5) a diversion, reconsignment, or other disposition pursuant to section 7—303 of this title;

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

(7) any other lawful excuse.

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

(c) Unless a person claiming the goods is a person against which the document of title does not confer a right under subsection 7—503(a) of this title:

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

(2) the bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to which the document is duly negotiated.