RCW 62A.12-106 — Washington Code / Title 62A / Chapter 12 / Section 12-106
RCW 62A.12-106: Discharge of account debtor on controllable account or controllable payment intangible.
Status: in_force

(a) Discharge of account debtor. 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) Content and effect of notification. 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) Discharge following effective notification. 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) When notification ineffective. 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) Proof of transfer of control. 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 subsection (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) What constitutes reasonable proof. 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 subsection (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 (1) and (2) of this subsection to another person. (g) Rights not waivable. Subject to subsection (h) of this section, an account debtor may not waive or vary its rights under subsections (d)(1) and (e) of this section or its option under subsection (d)(3) of this section. (h) Rule for individual under other law. 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.
RCW 62A.3-117 — Washington Code / Title 62A / Chapter 3 / Section 3-117
RCW 62A.3-117: Other agreements affecting instrument.
Status: in_force

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.
RCW 62A.9A-208 — Washington Code / Title 62A / Chapter 9A / Section 9A-208
RCW 62A.9A-208: Additional duties of secured party having control of collateral.
Status: in_force

(a) Applicability of section. This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value. (b) Duties of secured party after receiving demand from debtor. Within 10 days after receiving a signed demand by the debtor: (1) A secured party having control of a deposit account under RCW 62A.9A-104 (a)(2) shall send to the bank with which the deposit account is maintained a signed record that releases the bank from any further obligation to comply with instructions originated by the secured party; (2) A secured party having control of a deposit account under RCW 62A.9A-104 (a)(3) shall: (A) Pay the debtor the balance on deposit in the deposit account; or (B) Transfer the balance on deposit into a deposit account in the debtor's name; (3) A secured party, other than a buyer, having control under RCW 62A.9A-105 of an authoritative electronic copy of a record evidencing chattel paper shall transfer control of the electronic copy to the debtor or a person designated by the debtor; (4) A secured party having control of investment property under RCW 62A.8-106 (4)(b) or 62A.9A-106 (b) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained a signed record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party; (5) A secured party having control of a letter-of-credit right under RCW 62A.9A-107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party; (6) A secured party having control under RCW 62A.7-106 of an authoritative electronic copy of an electronic document of title shall transfer control of the electronic copy to the debtor or a person designated by the debtor; (7) A secured party having control under RCW 62A.9A-1051 of electronic money shall transfer control of the electronic money to the debtor or a person designated by the debtor; and (8) A secured party having control under RCW 62A.12-105 of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor.
RCW 62A.2-102 — Washington Code / Title 62A / Chapter 2 / Section 2-102
RCW 62A.2-102: Scope; certain security and other transactions excluded from this Article.
Status: in_force

(1) Unless the context otherwise requires, and except as provided in subsection (3) of this section, this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2) of this section. (2) In a hybrid transaction: (a) If the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply. (b) If the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods. (3) This Article does not: (a) Apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or (b) Impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.
RCW 62A.2-711 — Washington Code / Title 62A / Chapter 2 / Section 2-711
RCW 62A.2-711: Buyer's remedies in general; buyer's security interest in rejected goods.
Status: in_force

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (RCW 62A.2-612 ), the buyer may cancel and whether or not he or she has done so may in addition to recovering so much of the price as has been paid: (a) "Cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or (b) Recover damages for nondelivery as provided in this Article (RCW 62A.2-713 ). (2) Where the seller fails to deliver or repudiates, the buyer may also: (a) If the goods have been identified recover them as provided in this Article (RCW 62A.2-502 ); or (b) In a proper case obtain specific performance or replevy the goods as provided in this Article (RCW 62A.2-716 ). (3) On rightful rejection or justifiable revocation of acceptance, a buyer has a security interest in goods in his or her possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and may hold such goods and resell them in like manner as an aggrieved seller (RCW 62A.2-706 ).
RCW 62A.2-306 — Washington Code / Title 62A / Chapter 2 / Section 2-306
RCW 62A.2-306: Output, requirements and exclusive dealings.
Status: in_force

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded. (2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
RCW 62A.2-403 — Washington Code / Title 62A / Chapter 2 / Section 2-403
RCW 62A.2-403: Power to transfer; good faith purchase of goods; "entrusting".
Status: in_force

(1) A purchaser of goods acquires all title which his or her transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though (a) the transferor was deceived as to the identity of the purchaser, or (b) the delivery was in exchange for a check which is later dishonored, or (c) it was agreed that the transaction was to be a "cash sale". (2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him or her power to transfer all rights of the entruster to a buyer in ordinary course of business. (3) "Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law. (4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (*Article 9) and Documents of Title (Article 7).
RCW 62A.3-501 — Washington Code / Title 62A / Chapter 3 / Section 3-501
RCW 62A.3-501: Presentment.
Status: in_force

(a) "Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument (i) to pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank, or (ii) to accept a draft made to the drawee. (b) The following rules are subject to Article 4, agreement of the parties, and clearinghouse rules and the like: (1) Presentment may be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States; may be made by any commercially reasonable means, including an oral, written, or electronic communication; is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and is effective if made to any one of two or more makers, acceptors, drawees, or other payors. (2) Upon demand of the person to whom presentment is made, the person making presentment must (i) exhibit the instrument, (ii) give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so, and (iii) sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made. (3) Without dishonoring the instrument, the party to whom presentment is made may (i) return the instrument for lack of a necessary indorsement, or (ii) refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties, or other applicable law or rule. (4) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cut-off hour not earlier than 2:00 p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cut-off hour.
RCW 62A.2A-220 — Washington Code / Title 62A / Chapter 2A / Section 2A-220
RCW 62A.2A-220: Effect of default on risk of loss.
Status: in_force

(1) Where risk of loss is to pass to the lessee and the time of passage is not stated: (a) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance. (b) If the lessee rightfully revokes acceptance, he or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning. (2) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his or her effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
RCW 62A.9A-3141 — Washington Code / Title 62A / Chapter 9A / Section 9A-3141
RCW 62A.9A-3141: Perfection by possession and control of chattel paper.
Status: in_force

(a) Perfection by possession and control. A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper. (b) Time of perfection; continuation of perfection. A security interest is perfected under subsection (a) of this section not earlier than the time the secured party takes possession and obtains control and remains perfected under subsection (a) of this section only while the secured party retains possession and control. (c) Application of RCW 62A.9A-313 to perfection by possession of chattel paper. RCW 62A.9A-313 (c) and (f) through (i) applies to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.
RCW 62A.4-216 — Washington Code / Title 62A / Chapter 4 / Section 4-216
RCW 62A.4-216: Insolvency and preference.
Status: in_force

(a) If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid, the item must be returned by the receiver, trustee, or agent in charge of the closed bank to the presenting bank or the closed bank's customer. (b) If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has a preferred claim against the payor bank. (c) If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement's becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events. (d) If a collecting bank receives from subsequent parties settlement for an item, which settlement is or becomes final and the bank suspends payments without making a settlement for the item with its customer which settlement is or becomes final, the owner of the item has a preferred claim against the collecting bank.
RCW 62A.2-401 — Washington Code / Title 62A / Chapter 2 / Section 2-401
RCW 62A.2-401: Passing of title; reservation for security; limited application of this section.
Status: in_force

Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply: (1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (RCW 62A.2-501 ), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on Secured Transactions (Article 9A), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. (2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading: (a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require him or her to deliver them at destination, title passes to the buyer at the time and place of shipment; but (b) If the contract requires delivery at destination, title passes on tender there. (3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods: (a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where he or she delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or (b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting. (4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale."
RCW 62A.12A-305 — Washington Code / Title 62A / Chapter 12A / Section 12A-305
RCW 62A.12A-305: Priority.
Status: in_force

(a) Determination of priority. Subject to subsections (b) and (c) of this section, chapter 266, Laws of 2023 determines the priority of conflicting claims to collateral. (b) Established priorities. Subject to subsection (c) of this section, if the priorities of claims to collateral were established before January 1, 2024, Article 9A of this title as in effect before January 1, 2024, determines priority. (c) Determination of certain priorities on adjustment date. On the adjustment date, to the extent the priorities determined by Article 9A of this title as amended by chapter 266, Laws of 2023 modify the priorities established before January 1, 2024, the priorities of claims to Article 12 property and electronic money established before January 1, 2024, cease to apply.
RCW 62A.1-306 — Washington Code / Title 62A / Chapter 1 / Section 1-306
RCW 62A.1-306: Waiver or renunciation of claim or right after breach.
Status: in_force

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.
RCW 62A.8-504 — Washington Code / Title 62A / Chapter 8 / Section 8-504
RCW 62A.8-504: Duty of securities intermediary to maintain financial asset.
Status: in_force

(1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries. (2) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (1) of this section. (3) A securities intermediary satisfies the duty in subsection (1) of this section if: (a) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (b) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset. (4) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
RCW 62A.11-113 — Washington Code / Title 62A / Chapter 11 / Section 11-113
RCW 62A.11-113: Effective date—1995 c 48.
Status: in_force

This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and shall take effect July 1, 1995.
RCW 62A.7-208 — Washington Code / Title 62A / Chapter 7 / Section 7-208
RCW 62A.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.
RCW 62A.2-209 — Washington Code / Title 62A / Chapter 2 / Section 2-209
RCW 62A.2-209: Modification, rescission and waiver.
Status: in_force

(1) An agreement modifying a contract within this Article needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. (3) The requirements of the statute of frauds section of this Article (RCW 62A.2-201 ) must be satisfied if the contract as modified is within its provisions. (4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver. (5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
RCW 62A.7-209 — Washington Code / Title 62A / Chapter 7 / Section 7-209
RCW 62A.7-209: Lien of warehouse.
Status: in_force

(a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt. A warehouse's lien as provided in this chapter takes priority over all other liens and perfected or unperfected security interests. (b) The warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection (a) of this section, such as for money advanced and interest. The security interest is governed by Article 9A of this title. (c) A warehouse's lien for charges and expenses under subsection (a) of this section or a security interest under subsection (b) of this section is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good-faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not: (1) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with: (A) Actual or apparent authority to ship, store, or sell; (B) Power to obtain delivery under RCW 62A.7-403 ; or (C) Power of disposition under RCW 62A.2-403 , 62A.2A-304 (2), 62A.2A-305 (2), 62A.9A-320 , or 62A.9A-321 (c) or other statute or rule of law; or (2) Acquiesce in the procurement by the bailor or its nominee of any document. (d) A warehouse's lien on household goods for charges and expenses in relation to the goods under subsection (a) of this section is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, "household goods" means furniture, furnishings, or personal effects used by the depositor in a dwelling. (e) A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
RCW 62A.9A-332 — Washington Code / Title 62A / Chapter 9A / Section 9A-332
RCW 62A.9A-332: Transfer of money; transfer of funds from deposit account.
Status: in_force

(a) Transferee of tangible money. A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party. (b) Transferee of funds from deposit account. A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party. (c) Transferee of electronic money. A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.
RCW 62A.2A-515 — Washington Code / Title 62A / Chapter 2A / Section 2A-515
RCW 62A.2A-515: Acceptance of goods.
Status: in_force

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: (a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or (b) The lessee fails to make an effective rejection of the goods (RCW 62A.2A-509 (2)). (2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
RCW 62A.9A-306 — Washington Code / Title 62A / Chapter 9A / Section 9A-306
RCW 62A.9A-306: Law governing perfection and priority of security interests in letter-of-credit rights.
Status: in_force

(a) Governing law: Issuer's or nominated person's jurisdiction. Subject to subsection (c) of this section, the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer's jurisdiction or nominated person's jurisdiction is a state. (b) Issuer's or nominated person's jurisdiction. For purposes of this part, an issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in RCW 62A.5-116 . (c) When section not applicable. This section does not apply to a security interest that is perfected only under RCW 62A.9A-308 (d).
RCW 62A.4-203 — Washington Code / Title 62A / Chapter 4 / Section 4-203
RCW 62A.4-203: Effect of instructions.
Status: in_force

Subject to Article 3 concerning conversion of instruments (RCW 62A.3-420 ) and restrictive indorsements (RCW 62A.3-206 ), only a collecting bank's transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.
RCW 62A.9A-524 — Washington Code / Title 62A / Chapter 9A / Section 9A-524
RCW 62A.9A-524: Delay by filing office.
Status: in_force

Delay by the filing office beyond a time limit prescribed by this part is excused if: (1) The delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment, or other circumstances beyond control of the filing office; and (2) The filing office exercises reasonable diligence under the circumstances.
RCW 62A.7-204 — Washington Code / Title 62A / Chapter 7 / Section 7-204
RCW 62A.7-204: Duty of care; contractual limitation of warehouse's liability.
Status: in_force

(a) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care. (b) Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse's liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse's liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods. (c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement. (d) This section does not modify or repeal the provisions of chapters 22.09 and 22.32 RCW.
RCW 62A.4A-102 — Washington Code / Title 62A / Chapter 4A / Section 4A-102
RCW 62A.4A-102: Subject matter.
Status: in_force

Except as otherwise provided in RCW 62A.4A-108 this Article applies to funds transfers defined in RCW 62A.4A-104 .
RCW 62A.2-402 — Washington Code / Title 62A / Chapter 2 / Section 2-402
RCW 62A.2-402: Rights of seller's creditors against sold goods.
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this Article (RCW 62A.2-502 and RCW 62A.2-716 ). (2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him or her a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent. (3) Nothing in this Article shall be deemed to impair the rights of creditors of the seller: (a) Under the provisions of the Article on Secured Transactions (Article 9A); or (b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent transfer or voidable preference.
RCW 62A.8-301 — Washington Code / Title 62A / Chapter 8 / Section 8-301
RCW 62A.8-301: Delivery.
Status: in_force

(1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank. (2) Delivery of an uncertificated security to a purchaser occurs when: (a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or (b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
RCW 62A.9A-318 — Washington Code / Title 62A / Chapter 9A / Section 9A-318
RCW 62A.9A-318: No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
Status: in_force

(a) Seller retains no interest. A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold. (b) Deemed rights of debtor if buyer's security interest unperfected. For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer's security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.
RCW 62A.10-101 — Washington Code / Title 62A / Chapter 10 / Section 10-101
RCW 62A.10-101: Effective date—1965 ex.s. c 157.
Status: in_force

This Title shall become effective at midnight on June 30, 1967. It applies to transactions entered into and events occurring after that date.
RCW 62A.8-601 — Washington Code / Title 62A / Chapter 8 / Section 8-601
RCW 62A.8-601: Savings clause.
Status: in_force

(1) Chapter 48, Laws of 1995 does not affect an action or proceeding commenced before April 17, 1995. (2) If a security interest in a security is perfected by April 17, 1995, and the action by which the security interest was perfected would suffice to perfect a security interest under chapter 48, Laws of 1995, no further action is required to continue perfection. If a security interest in a security is perfected by April 17, 1995, but the action by which the security interest was perfected would not suffice to perfect a security interest under chapter 48, Laws of 1995, the security interest remains perfected through December 31, 1995, and continues perfected thereafter if appropriate action to perfect under chapter 48, Laws of 1995 is taken by that date. If a security interest is perfected by April 17, 1995, and the security interest can be perfected by filing under chapter 48, Laws of 1995, a financing statement signed by the secured party instead of the debtor may be filed within that period to continue perfection or thereafter to perfect.
RCW 62A.9A-101 — Washington Code / Title 62A / Chapter 9A / Section 9A-101
RCW 62A.9A-101: Short title.
Status: in_force

This Article may be cited as the Uniform Commercial Code-Secured Transactions.
RCW 62A.9A-613 — Washington Code / Title 62A / Chapter 9A / Section 9A-613
RCW 62A.9A-613: Contents and form of notification before disposition of collateral: General.
Status: in_force

(a) Contents and form of notification. Except in a consumer-goods transaction, the following rules apply: (1) The contents of a notification of disposition are sufficient if the notification: (A) Describes the debtor and the secured party; (B) Describes the collateral that is the subject of the intended disposition; (C) States the method of intended disposition; (D) States that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and (E) States the time and place of a public disposition or the time after which any other disposition is to be made. (2) Whether the contents of a notification that lacks any of the information specified in subsection (1) of this section are nevertheless sufficient is a question of fact. (3) The contents of a notification providing substantially the information specified in subsection (1) of this section are sufficient, even if the notification includes: (A) Information not specified by subsection (1) of this section; or (B) Minor errors that are not seriously misleading. (4) A particular phrasing of the notification is not required. (5) The following form of notification and the form appearing in RCW 62A.9A-614 (a)(3), when completed in accordance with the instructions in subsection (b) of this section and RCW 62A.9A-614 (b), each provides sufficient information: NOTIFICATION OF DISPOSITION OF COLLATERAL To: (Name of debtor, obligor, or other person to which the notification is sent) From: (Name, address, and telephone number of secured party) {1} Name of any debtor that is not an addressee: (Name of each debtor) {2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows: (Date) (Time) (Place) {3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license. {4} You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license. {5} If you request an accounting you must pay a charge of $(amount) . {6} You may request an accounting by calling us at (telephone number). [End of Form] (b) Instructions for form of notification. The following instructions apply to the form of notification in subsection (a)(5) of this section: (1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(5) of this section. Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions. (2) Include and complete item {1} only if there is a debtor that is not an addressee of the notification and list the name or names. (3) Include and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition of the collateral. If item {2} is included, include the words "to the highest qualified bidder" only if applicable. (4) Include and complete items {4} and {6}. (5) Include and complete item {5} only if the sender will charge the recipient for an accounting.
RCW 62A.2-310 — Washington Code / Title 62A / Chapter 2 / Section 2-310
RCW 62A.2-310: Open time for payment or running of credit; authority to ship under reservation.
Status: in_force

Unless otherwise agreed: (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and (b) If the seller is authorized to send the goods he or she may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (RCW 62A.2-513 ); and (c) If delivery is authorized and made by way of documents of title otherwise than by subsection (b) of this section then payment is due regardless of where the goods are to be received (i) at the time and place at which the buyer is to receive delivery of the tangible documents or (ii) at the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or if none, the seller's residence; and (d) Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
RCW 62A.3-301 — Washington Code / Title 62A / Chapter 3 / Section 3-301
RCW 62A.3-301: Person entitled to enforce instrument.
Status: in_force

"Person entitled to enforce" an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights of a holder, or (iii) a person not in possession of the instrument who is entitled to enforce the instrument pursuant to RCW 62A.3-309 or 62A.3-418 (d). A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.
RCW 62A.4A-202 — Washington Code / Title 62A / Chapter 4A / Section 4A-202
RCW 62A.4A-202: Authorized and verified payment orders.
Status: in_force

(a) A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is otherwise bound by it under the law of agency. (b) If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if (i) the security procedure is a commercially reasonable method of providing security against unauthorized payment orders, and (ii) the bank proves that it accepted the payment order in good faith and in compliance with the bank's obligations under the security procedure and any agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer. The bank is not required to follow an instruction that violates an agreement with the customer, evidenced by a record, or notice of which is not received at a time and in a manner affording the bank a reasonable opportunity to act on it before the payment order is accepted. (c) Commercial reasonableness of a security procedure is a question of law to be determined by considering the wishes of the customer expressed to the bank, the circumstances of the customer known to the bank, including the size, type, and frequency of payment orders normally issued by the customer to the bank, alternative security procedures offered to the customer, and security procedures in general use by customers and receiving banks similarly situated. A security procedure is deemed to be commercially reasonable if (i) the security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer, and (ii) the customer expressly agreed in a record to be bound by any payment order, whether or not authorized, issued in its name, and accepted by the bank in compliance with the bank's obligations under the security procedure chosen by the customer. (d) The term "sender" in this Article includes the customer in whose name a payment order is issued if the order is the authorized order of the customer under subsection (a) of this section, or it is effective as the order of the customer under subsection (b) of this section. (e) This section applies to amendments and cancellations of payment orders to the same extent it applies to payment orders. (f) Except as provided in this section and RCW 62A.4A-203 (a)(1), rights and obligations arising under this section or RCW 62A.4A-203 may not be varied by agreement.
RCW 62A.3-106 — Washington Code / Title 62A / Chapter 3 / Section 3-106
RCW 62A.3-106: Unconditional promise or order.
Status: in_force

(a) Except as provided in this section, for the purposes of RCW 62A.3-104 (a), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by another writing, or (iii) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional. (b) A promise or order is not made conditional (i) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration, or (ii) because payment is limited to resort to a particular fund or source. (c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of RCW 62A.3-104 (a). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument. (d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of RCW 62A.3-104 (a); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
RCW 62A.4-406 — Washington Code / Title 62A / Chapter 4 / Section 4-406
RCW 62A.4-406: Customer's duty to discover and report unauthorized signature or alteration.
Status: in_force

(a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid, copies of the items paid, or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information if the item is described by item number, amount, and date of payment. If the bank does not return the items paid or copies of the items paid, it shall provide in the statement of account the telephone number that the customer may call to request an item or copy of an item pursuant to subsection (b) of this section. (b) If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item. A bank shall provide, upon request and without charge to the customer, at least two items or copies of items with respect to each statement of account sent to the customer. A bank may charge fees for additional items or copies of items in accordance with *RCW 30.22.230 . Requests for ten items or less shall be processed and completed within ten business days. (c) If a bank sends or makes available a statement of account or items pursuant to subsection (a), the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts. (d) If the bank proves that the customer, failed with respect to an item, to comply with the duties imposed on the customer by subsection (c) the customer is precluded from asserting against the bank: (1) The customer's unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and (2) The customer's unauthorized signature or alteration by the same wrong-doer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding thirty days, in which to examine the item or statement of account and notify the bank. (e) If subsection (d) applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection (c) and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection (d) does not apply. (f) Without regard to care or lack of care of either the customer or the bank, a natural person whose account is primarily for personal, family, or household purposes who does not within one year, and any other customer who does not within sixty days, from the time the statement and items are made available to the customer (subsection (a)) discover and report the customer's unauthorized signature or any alteration on the face or back of the item or does not within one year from that time discover and report any unauthorized indorsement is precluded from asserting against the bank such unauthorized signature or indorsement or such alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under RCW 62A.4-208 with respect to the unauthorized signature or alteration to which the preclusion applies.
RCW 62A.9A-334 — Washington Code / Title 62A / Chapter 9A / Section 9A-334
RCW 62A.9A-334: Priority of security interests in fixtures and crops.
Status: in_force

(a) Security interest in fixtures under this Article. A security interest under this Article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this Article in ordinary building materials incorporated into an improvement on land. (b) Security interest in fixtures under real-property law. This Article does not prevent creation of an encumbrance upon fixtures under real property law. (c) General rule: Subordination of security interest in fixtures. In cases not governed by subsections (d) through (h) of this section, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor. (d) Fixtures purchase-money priority. Except as otherwise provided in subsection (h) of this section, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in, or is in possession of, the real property and: (1) The security interest is a purchase-money security interest; (2) The interest of the encumbrancer or owner arises before the goods become fixtures; and (3) The security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter. (e) Priority of security interest in fixtures over interests in real property. A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if: (1) The debtor has an interest of record in the real property or is in possession of the real property and the security interest: (A) Is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and (B) Has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner; (2) Before the goods become fixtures, the security interest is perfected by any method permitted by this Article and the fixtures are readily removable: (A) Factory or office machines; (B) Equipment that is not primarily used or leased for use in the operation of the real property; or (C) Replacements of domestic appliances that are consumer goods; or (3) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this Article. (f) Priority based on consent, disclaimer, or right to remove. A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if: (1) The encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures; or (2) The debtor has a right to remove the goods as against the encumbrancer or owner. (g) Continuation of subsection (f)(2) priority. The priority of the security interest under subsection (f)(2) of this section continues for a reasonable time if the debtor's right to remove the goods as against the encumbrancer or owner terminates. (h) Priority of construction mortgage. A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subsections (e) and (f) of this section, a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage. (i) Priority of security interest in crops. A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property. (j) Subsection (i) prevails. Subsection (i) of this section prevails over inconsistent provisions of any other statute except RCW 60.11.050 .
RCW 62A.8-210 — Washington Code / Title 62A / Chapter 8 / Section 8-210
RCW 62A.8-210: Overissue.
Status: in_force

(1) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (2) Except as otherwise provided in subsections (3) and (4) of this section, the provisions of this Article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue. (3) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds. (4) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
RCW 62A.2A-401 — Washington Code / Title 62A / Chapter 2A / Section 2A-401
RCW 62A.2A-401: Insecurity: Adequate assurance of performance.
Status: in_force

(1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (2) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he or she has not already received the agreed return. (3) A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed thirty days after receipt of a demand by the other party. (4) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards. (5) Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
RCW 62A.3-303 — Washington Code / Title 62A / Chapter 3 / Section 3-303
RCW 62A.3-303: Value and consideration.
Status: in_force

(a) An instrument is issued or transferred for value if: (1) The instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; (2) The transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding; (3) The instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due; (4) The instrument is issued or transferred in exchange for a negotiable instrument; or (5) The instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument. (b) "Consideration" means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in subsection (a), the instrument is also issued for consideration.
RCW 62A.2-705 — Washington Code / Title 62A / Chapter 2 / Section 2-705
RCW 62A.2-705: Seller's stoppage of delivery in transit or otherwise.
Status: in_force

(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he or she discovers the buyer to be insolvent (RCW 62A.2-702 ) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods. (2) As against such buyer the seller may stop delivery until: (a) Receipt of the goods by the buyer; or (b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or (c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or (d) Negotiation to the buyer of any negotiable document of title covering the goods. (3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods. (b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages. (c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document. (d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
RCW 62A.3-502 — Washington Code / Title 62A / Chapter 3 / Section 3-502
RCW 62A.3-502: Dishonor.
Status: in_force

(a) Dishonor of a note is governed by the following rules: (1) If the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment. (2) If the note is not payable on demand and is payable at or through a bank or the terms of the note require presentment, the note is dishonored if presentment is duly made and the note is not paid on the day it becomes payable or the day of presentment, whichever is later. (3) If the note is not payable on demand and subsection (a)(2) does not apply, the note is dishonored if it is not paid on the day it becomes payable. (b) Dishonor of an unaccepted draft other than a documentary draft is governed by the following rules: (1) If a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under RCW 62A.4-301 or 62A.4-302 , or becomes accountable for the amount of the check under RCW 62A.4-302 . (2) If a draft is payable on demand and subsection (b)(1) does not apply, the draft is dishonored if presentment for payment is duly made to the drawee and the draft is not paid on the day of presentment. (3) If a draft is payable on a date stated in the draft, the draft is dishonored if (i) presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later, or (ii) presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment. (4) If a draft is payable on elapse of a period of time after sight or acceptance, the draft is dishonored if presentment for acceptance is duly made and the draft is not accepted on the day of presentment. (c) Dishonor of an unaccepted documentary draft occurs according to the rules stated in subsection (b) (2), (3), and (4), except that payment or acceptance may be delayed without dishonor until no later than the close of the third business day of the drawee following the day on which payment or acceptance is required by subsection (b) (2), (3), and (4). (d) Dishonor of an accepted draft is governed by the following rules: (1) If the draft is payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and the draft is not paid on the day of presentment; or (2) If the draft is not payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and payment is not made on the day it becomes payable or the day of presentment, whichever is later. (e) In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under RCW 62A.3-504 , dishonor occurs without presentment if the instrument is not duly accepted or paid. (f) If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored.
RCW 62A.5-111 — Washington Code / Title 62A / Chapter 5 / Section 5-111
RCW 62A.5-111: Remedies.
Status: in_force

(a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer's obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant's election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant's recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document. (b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. (c) If an adviser or nominated person other than a confirmer breaches an obligation under this Article or an issuer breaches an obligation not covered in subsection (a) or (b) of this section, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b) of this section. (d) An issuer, nominated person, or adviser who is found liable under subsection (a), (b), or (c) of this section shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date. (e) Reasonable attorney's fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this Article. (f) Damages that would otherwise be payable by a party for breach of an obligation under this Article may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.
RCW 62A.9A-321 — Washington Code / Title 62A / Chapter 9A / Section 9A-321
RCW 62A.9A-321: Licensee of general intangible and lessee of goods in ordinary course of business.
Status: in_force

(a) "Licensee in ordinary course of business." In this section, "licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor's own usual or customary practices. (b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence. (c) Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.
RCW 62A.7-602 — Washington Code / Title 62A / Chapter 7 / Section 7-602
RCW 62A.7-602: Judicial process against goods covered by negotiable document of title.
Status: in_force

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
RCW 62A.8-102 — Washington Code / Title 62A / Chapter 8 / Section 8-102
RCW 62A.8-102: Definitions.
Status: reserved

(1) In this Article: (a) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset. (b) "Bearer form," as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement. (c) "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity. (d) "Certificated security" means a security that is represented by a certificate. (e) "Clearing corporation" means: (i) A person that is registered as a "clearing agency" under the federal securities laws; (ii) A federal reserve bank; or (iii) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including adoption of rules, are subject to regulation by a federal or state governmental authority. (f) "Communicate" means to: (i) Send a signed record; or (ii) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information. (g) "Entitlement holder" means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of RCW 62A.8-501 (2) (b) or (c), that person is the entitlement holder. (h) "Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement. (i) "Financial asset," except as otherwise provided in RCW 62A.8-103 , means: (i) A security; (ii) An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or (iii) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article. As context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement. (j) [Reserved.] (k) "Indorsement" means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it. (l) "Instruction" means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed. (m) "Registered form," as applied to a certificated security, means a form in which: (i) The security certificate specifies a person entitled to the security; and (ii) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states. (n) "Securities intermediary" means: (i) A clearing corporation; or (ii) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. (o) "Security," except as otherwise provided in RCW 62A.8-103 , means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer: (i) Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer; (ii) Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and (iii) Which: (A) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or (B) Is a medium for investment and by its terms expressly provides that it is a security governed by this Article. (p) "Security certificate" means a certificate representing a security. (q) "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5 of this Article. (r) "Uncertificated security" means a security that is not represented by a certificate. (2) The following definitions in this Article and other articles apply to this Article: Appropriate person RCW 62A.8-107 Control RCW 62A.8-106 Controllable account RCW 62A.9A-102 Controllable electronic record RCW 62A.12-102 Controllable payment intangible RCW 62A.9A-102 Delivery RCW 62A.8-301 Investment company security RCW 62A.8-103 Issuer RCW 62A.8-201 Overissue RCW 62A.8-210 Protected purchaser RCW 62A.8-303 Securities account RCW 62A.8-501 (3) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article. (4) The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.
RCW 62A.7-503 — Washington Code / Title 62A / Chapter 7 / Section 7-503
RCW 62A.7-503: Document of title to goods defeated in certain cases.
Status: in_force

(a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not: (1) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with: (A) Actual or apparent authority to ship, store, or sell; (B) Power to obtain delivery under RCW 62A.7-403 ; or (C) Power of disposition under RCW 62A.2-403 , 62A.2A-304 (2), 62A.2A-305 (2), 62A.9A-320 , or 62A.9A-321 (c) or other statute or rule of law; or (2) Acquiesce in the procurement by the bailor or its nominee of any document. (b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under RCW 62A.7-504 to the same extent as the rights of the issuer or a transferee from the issuer. (c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with RCW 62A.7-401 through 62A.7-404 pursuant to its own bill of lading discharges the carrier's obligation to deliver.
RCW 62A.1-104 — Washington Code / Title 62A / Chapter 1 / Section 1-104
RCW 62A.1-104: Construction against implied repeal.
Status: repealed

This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
RCW 62A.3-420 — Washington Code / Title 62A / Chapter 3 / Section 3-420
RCW 62A.3-420: Conversion of instrument.
Status: in_force

(a) The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by (i) the issuer or acceptor of the instrument or (ii) a payee or indorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a copayee. (b) In an action under subsection (a), the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff's interest in the instrument. (c) A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out.
RCW 62A.4-107 — Washington Code / Title 62A / Chapter 4 / Section 4-107
RCW 62A.4-107: Separate office of a bank.
Status: in_force

A branch or separate office of a bank is a separate bank for the purpose of computing the time within which and determining the place at or to which action may be taken or notices or orders must be given under this Article and under Article 3.
RCW 62A.2A-518 — Washington Code / Title 62A / Chapter 2A / Section 2A-518
RCW 62A.2A-518: Cover; substitute goods.
Status: in_force

(1) After a default by a lessor under the lease contract of the type described in RCW 62A.2A-508 (1), 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 (RCW 62A.2A-504 ) or otherwise determined pursuant to agreement of the parties (RCW 62A.1-302 and 62A.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 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 RCW 62A.2A-519 governs.
RCW 62A.8-205 — Washington Code / Title 62A / Chapter 8 / Section 8-205
RCW 62A.8-205: Effect of unauthorized signature on security certificate.
Status: in_force

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (1) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar certificates, or the immediate preparation for signing of any of them; or (2) An employee of the issuer, or of any of the persons listed in subsection (1) of this section, entrusted with responsible handling of the security certificate.
RCW 62A.2-104 — Washington Code / Title 62A / Chapter 2 / Section 2-104
RCW 62A.2-104: Definitions: "Merchant"; "between merchants"; "financing agency".
Status: in_force

(1) "Merchant" means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by his or her occupation holds himself or herself out as having such knowledge or skill. (2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (RCW 62A.2-707 ). (3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
RCW 62A.3-113 — Washington Code / Title 62A / Chapter 3 / Section 3-113
RCW 62A.3-113: Date of instrument.
Status: in_force

(a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in RCW 62A.4-401 (c), an instrument payable on demand is not payable before the date of the instrument. (b) If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
RCW 62A.8-404 — Washington Code / Title 62A / Chapter 8 / Section 8-404
RCW 62A.8-404: Wrongful registration.
Status: in_force

(1) Except as otherwise provided in RCW 62A.8-406 , an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: (a) Pursuant to an ineffective indorsement or instruction; (b) After a demand that the issuer not register transfer became effective under RCW 62A.8-403 (1) and the issuer did not comply with RCW 62A.8-403 (2); (c) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (d) By an issuer acting in collusion with the wrongdoer. (2) An issuer that is liable for wrongful registration of transfer under subsection (1) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by RCW 62A.8-210 . (3) Except as otherwise provided in subsection (1) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
RCW 62A.2A-512 — Washington Code / Title 62A / Chapter 2A / Section 2A-512
RCW 62A.2A-512: Lessee's duties as to rightfully rejected goods.
Status: in_force

(1) Except as otherwise provided with respect to goods that threaten to decline in value speedily (RCW 62A.2A-511 ) and subject to any security interest of a lessee (RCW 62A.2A-508 (5)): (a) The lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection; (b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in RCW 62A.2A-511 ; but (c) The lessee has no further obligations with regard to goods rightfully rejected. (2) Action by the lessee pursuant to subsection (1) of this section is not acceptance or conversion.
RCW 62A.3-401 — Washington Code / Title 62A / Chapter 3 / Section 3-401
RCW 62A.3-401: Signature necessary for liability on instrument.
Status: in_force

A person is not liable on an instrument unless (a) the person signed the instrument, or (b) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under RCW 62A.3-402 .
RCW 62A.7-504 — Washington Code / Title 62A / Chapter 7 / Section 7-504
RCW 62A.7-504: Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.
Status: in_force

(a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey. (b) In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated: (1) By those creditors of the transferor which could treat the transfer as void under RCW 62A.2-402 or 62A.2A-308 ; (2) By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights; (3) By a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or (4) As against the bailee, by good-faith dealings of the bailee with the transferor. (c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee. (d) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under RCW 62A.2-705 or a lessor under RCW 62A.2A-526 , subject to the requirements of due notification in those statutes. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
RCW 62A.9A-605 — Washington Code / Title 62A / Chapter 9A / Section 9A-605
RCW 62A.9A-605: Unknown debtor or secondary obligor.
Status: in_force

(a) In general: No duty owed by secured party. Except as provided in subsection (b) of this section, a secured party does not owe a duty based on its status as secured party: (1) To a person that is a debtor or obligor, unless the secured party knows: (A) That the person is a debtor or obligor; (B) The identity of the person; and (C) How to communicate with the person; or (2) To a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows: (A) That the person is a debtor; and (B) The identity of the person. (b) Exception: Secured party owes duty to debtor or obligor. A secured party owes a duty based on its status as a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later: (1) The person is a debtor or obligor; and (2) The secured party knows that the information in subsection (a)(1)(A), (B), or (C) of this section relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.
RCW 62A.3-412 — Washington Code / Title 62A / Chapter 3 / Section 3-412
RCW 62A.3-412: Obligation of issuer of note or cashier's check.
Status: in_force

The issuer of a note or cashier's check or other draft drawn on the drawer is obliged to pay the instrument (i) according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or (ii) if the issuer signed an incomplete instrument, according to its terms when completed, to the extent stated in RCW 62A.3-115 and 62A.3-407 . The obligation is owed to a person entitled to enforce the instrument or to an indorser who paid the instrument under RCW 62A.3-415 .
RCW 62A.5-101 — Washington Code / Title 62A / Chapter 5 / Section 5-101
RCW 62A.5-101: Short title.
Status: in_force

This Article shall be known and may be cited as Uniform Commercial Code — Letters of Credit.
RCW 62A.9A-328 — Washington Code / Title 62A / Chapter 9A / Section 9A-328
RCW 62A.9A-328: Priority of security interests in investment property.
Status: in_force

The following rules govern priority among conflicting security interests in the same investment property: (1) A security interest held by a secured party having control of investment property under RCW 62A.9A-106 has priority over a security interest held by a secured party that does not have control of the investment property. (2) Except as otherwise provided in subsections (3) and (4) of this section, conflicting security interests held by secured parties each of which has control under RCW 62A.9A-106 rank according to priority in time of: (A) If the collateral is a security, obtaining control; (B) If the collateral is a security entitlement carried in a securities account and: (i) If the secured party obtained control under RCW 62A.8-106 (4)(a), the secured party's becoming the person for which the securities account is maintained; (ii) If the secured party obtained control under RCW 62A.8-106 (4)(b), the securities intermediary's agreement to comply with the secured party's entitlement orders with respect to security entitlements carried or to be carried in the securities account; or (iii) If the secured party obtained control through another person under RCW 62A.8-106 (4)(c), the time on which priority would be based under this paragraph if the other person were the secured party; or (C) If the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in RCW 62A.9A-106 (b)(2) with respect to commodity contracts carried or to be carried with the commodity intermediary. (3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party. (4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party. (5) A security interest in a certificated security in registered form which is perfected by taking delivery under RCW 62A.9A-313 (a) and not by control under RCW 62A.9A-314 has priority over a conflicting security interest perfected by a method other than control. (6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under RCW 62A.9A-106 rank equally. (7) In all other cases, priority among conflicting security interests in investment property is governed by RCW 62A.9A-322 and 62A.9A-323 .
RCW 62A.2-315 — Washington Code / Title 62A / Chapter 2 / Section 2-315
RCW 62A.2-315: Implied warranty: Fitness for particular purpose.
Status: in_force

Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.
RCW 62A.9A-341 — Washington Code / Title 62A / Chapter 9A / Section 9A-341
RCW 62A.9A-341: Bank's rights and duties with respect to deposit account.
Status: in_force

Except as otherwise provided in RCW 62A.9A-340 (c), and unless the bank otherwise agrees in a signed record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by: (1) The creation, attachment, or perfection of a security interest in the deposit account; (2) The bank's knowledge of the security interest; or (3) The bank's receipt of instructions from the secured party.
RCW 62A.5-104 — Washington Code / Title 62A / Chapter 5 / Section 5-104
RCW 62A.5-104: Formal requirements.
Status: in_force

A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record.
RCW 62A.8-101 — Washington Code / Title 62A / Chapter 8 / Section 8-101
RCW 62A.8-101: Short title.
Status: in_force

This Article may be cited as Uniform Commercial Code — Investment Securities.
RCW 62A.2-608 — Washington Code / Title 62A / Chapter 2 / Section 2-608
RCW 62A.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 nonconformity 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.
RCW 62A.2A-206 — Washington Code / Title 62A / Chapter 2A / Section 2A-206
RCW 62A.2A-206: Offer and acceptance in formation of lease contract.
Status: in_force

(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. (2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
RCW 62A.9A-624 — Washington Code / Title 62A / Chapter 9A / Section 9A-624
RCW 62A.9A-624: Waiver.
Status: in_force

(a) Waiver of disposition notification. A debtor may waive the right to notification of disposition of collateral under RCW 62A.9A-611 only by an agreement to that effect entered into and signed after default. (b) Waiver of mandatory disposition. A debtor may waive the right to require disposition of collateral under RCW 62A.9A-620 (e) only by an agreement to that effect entered into and signed after default. (c) Waiver of redemption right. Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under RCW 62A.9A-623 only by an agreement to that effect entered into and signed after default.
RCW 62A.2-322 — Washington Code / Title 62A / Chapter 2 / Section 2-322
RCW 62A.2-322: Delivery "ex-ship".
Status: in_force

(1) Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. (2) Under such a term unless otherwise agreed (a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and (b) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
RCW 62A.9A-619 — Washington Code / Title 62A / Chapter 9A / Section 9A-619
RCW 62A.9A-619: Transfer of record or legal title.
Status: in_force

(a) "Transfer statement." In this section, "transfer statement" means a record signed by a secured party stating: (1) That the debtor has defaulted in connection with an obligation secured by specified collateral; (2) That the secured party has exercised its post-default remedies with respect to the collateral; (3) That, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and (4) The name and mailing address of the secured party, debtor, and transferee. (b) Effect of transfer statement. A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate-of-title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall: (1) Accept the transfer statement; (2) Promptly amend its records to reflect the transfer; and (3) If applicable, issue a new appropriate certificate of title in the name of the transferee. (c) Transfer not a disposition; no relief of secured party's duties. A transfer of the record or legal title to collateral to a secured party under subsection (b) of this section or otherwise is not of itself a disposition of collateral under this Article and does not of itself relieve the secured party of its duties under this Article.
RCW 62A.2-309 — Washington Code / Title 62A / Chapter 2 / Section 2-309
RCW 62A.2-309: Absence of specific time provisions; notice of termination.
Status: in_force

(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. (3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
RCW 62A.3-112 — Washington Code / Title 62A / Chapter 3 / Section 3-112
RCW 62A.3-112: Interest.
Status: in_force

(a) Unless otherwise provided in the instrument or in RCW 19.52.010 , (i) an instrument is not payable with interest, and (ii) interest on an interest-bearing instrument is payable from the date of the instrument. (b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, then except as otherwise provided in RCW 19.52.010 , interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
RCW 62A.3-311 — Washington Code / Title 62A / Chapter 3 / Section 3-311
RCW 62A.3-311: Accord and satisfaction by use of instrument.
Status: in_force

(a) If a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount of the claim was unliquidated or subject to a bona fide dispute, and (iii) the claimant obtained payment of the instrument, the following subsections apply. (b) Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim. (c) Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies: (1) The claimant, if an organization, proves that (i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office, or place, and (ii) the instrument or accompanying communication was not received by that designated person, office, or place. (2) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This subsection (c)(2) does not apply if the claimant is an organization that sent a statement complying with subsection (c)(1)(i). (d) A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.
RCW 62A.8-306 — Washington Code / Title 62A / Chapter 8 / Section 8-306
RCW 62A.8-306: Effect of guaranteeing signature, indorsement, or instruction.
Status: in_force

(1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (a) The signature was genuine; (b) The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and (c) The signer had legal capacity to sign. (2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing: (a) The signature was genuine; (b) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and (c) The signer had legal capacity to sign. (3) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (2) of this section and also warrants that at the time the instruction is presented to the issuer: (a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and (b) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction. (4) A guarantor under subsections (1) and (2) of this section or a special guarantor under subsection (3) of this section does not otherwise warrant the rightfulness of the transfer. (5) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (1) of this section and also warrants the rightfulness of the transfer in all respects. (6) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (3) of this section and also warrants the rightfulness of the transfer in all respects. (7) An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer. (8) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
RCW 62A.4A-201 — Washington Code / Title 62A / Chapter 4A / Section 4A-201
RCW 62A.4A-201: Security procedure.
Status: in_force

"Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of (1) verifying that a payment order or communication amending or canceling a payment order is that of the customer, or (2) detecting error in the transmission or the content of the payment order or communication. A security procedure may impose an obligation on the receiving bank or the customer and may require the use of algorithms or other codes, identifying words, numbers, symbols, sounds, biometrics, encryption, callback procedures, or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer or requiring a payment order to be sent from a known email address, IP address, or telephone number is not by itself a security procedure.
RCW 62A.2A-201 — Washington Code / Title 62A / Chapter 2A / Section 2A-201
RCW 62A.2A-201: Statute of frauds.
Status: in_force

(1) A lease contract is not enforceable by way of action or defense unless: (a) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or (b) There is a record, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term. (2) Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b) of this section, whether or not it is specific, if it reasonably identifies what is described. (3) A record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (1)(b) of this section beyond the lease term and the quantity of goods shown in the record. (4) A lease contract that does not satisfy the requirements of subsection (1) of this section, but which is valid in other respects, is enforceable: (a) If the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement; (b) If the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods that have been received and accepted by the lessee. (5) The lease term under a lease contract referred to in subsection (4) of this section is: (a) If there is a record signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified; (b) If the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court a lease term, the term so admitted; or (c) A reasonable lease term.
RCW 62A.9A-806 — Washington Code / Title 62A / Chapter 9A / Section 9A-806
RCW 62A.9A-806: When initial financing statement suffices to continue effectiveness of financing statement.
Status: in_force

(a) Initial financing statement in lieu of continuation statement. The filing of an initial financing statement in the office specified in RCW 62A.9A-501 continues the effectiveness of a financing statement filed before July 1, 2013, if: (1) The filing of an initial financing statement in that office would be effective to perfect a security interest under chapter 62A.9A RCW as of July 1, 2013; (2) The preeffective date financing statement was filed in an office in another state; and (3) The initial financing statement satisfies subsection (c) of this section. (b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) of this section continues the effectiveness of the preeffective date financing statement: (1) If the initial financing statement is filed before July 1, 2013, for the period provided in RCW 62A.9A-515 , as it existed before July 1, 2013, with respect to an initial financing statement; and (2) If the initial financing statement is filed after July 1, 2013, for the period provided in RCW 62A.9A-515 as of July 1, 2013, with respect to an initial financing statement. (c) Requirements for initial financing statement under subsection (a) of this section. To be effective for purposes of subsection (a) of this section, an initial financing statement must: (1) Beginning on July 1, 2013, satisfy the requirements of RCW 62A.9A-502 , 62A.9A-503 , 62A.9A-507 , 62A.9A-515 , 62A.9A-516 , 62A.9A-518 , and 62A.9A-521 for an initial financing statement; (2) Identify the preeffective date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and (3) Indicate that the preeffective date financing statement remains effective.
RCW 62A.2-710 — Washington Code / Title 62A / Chapter 2 / Section 2-710
RCW 62A.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.
RCW 62A.9A-707 — Washington Code / Title 62A / Chapter 9A / Section 9A-707
RCW 62A.9A-707: Amendment of preeffective-date financing statement.
Status: in_force

(a) Preeffective-date financing statement. In this section, "preeffective-date financing statement" means a financing statement filed before July 1, 2001. (b) Applicable law. On or after July 1, 2001, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a preeffective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3. However, the effectiveness of a preeffective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed. (c) Method of amending: General rule. Except as otherwise provided in subsection (d) of this section, if the law of this state governs perfection of a security interest, the information in a preeffective-date financing statement may be amended on or after July 1, 2001, only if: (1) The preeffective-date financing statement and an amendment are filed in the office specified in RCW 62A.9A-501 ; (2) An amendment is filed in the office specified in RCW 62A.9A-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies RCW 62A.9A-706 (c); or (3) An initial financing statement that provides the information as amended and satisfies RCW 62A.9A-706 (c) is filed in the office specified in RCW 62A.9A-501 . (d) Method of amending: Continuation. If the law of this state governs perfection of a security interest, the effectiveness of a preeffective-date financing statement may be continued only under RCW 62A.9A-705 (d) and (f) or 62A.9A-706 . (e) Method of amending: Additional termination rule. Whether or not the law of this state governs perfection of a security interest, the effectiveness of a preeffective-date financing statement filed in this state may be terminated on or after July 1, 2001, by filing a termination statement in the office in which the preeffective-date financing statement is filed, unless an initial financing statement that satisfies RCW 62A.9A-706 (c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 as the office in which to file a financing statement.
RCW 62A.9A-708 — Washington Code / Title 62A / Chapter 9A / Section 9A-708
RCW 62A.9A-708: Persons entitled to file initial financing statement or continuation statement.
Status: in_force

A person may file an initial financing statement or a continuation statement under this part if: (1) The secured party of record authorizes the filing; and (2) The filing is necessary under this part: (A) To continue the effectiveness of a financing statement filed before July 1, 2001; or (B) To perfect or continue the perfection of a security interest.
RCW 62A.2-502 — Washington Code / Title 62A / Chapter 2 / Section 2-502
RCW 62A.2-502: Buyer's right to goods on seller's insolvency.
Status: in_force

(1) Subject to subsections (2) and (3) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which he or she has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if: (a) In the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or (b) In all cases, the seller becomes insolvent within ten days after receipt of the first installment on their price. (2) The buyer's right to recover the goods under subsection (1)(a) of this section vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver. (3) If the identification creating his or her special property has been made by the buyer, he or she acquires the right to recover the goods only if they conform to the contract for sale.
RCW 62A.9A-615 — Washington Code / Title 62A / Chapter 9A / Section 9A-615
RCW 62A.9A-615: Application of proceeds of disposition; liability for deficiency and right to surplus.
Status: reserved

(a) Application of proceeds. A secured party shall apply or pay over for application the cash proceeds of disposition under RCW 62A.9A-610 in the following order to: (1) The reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the extent provided for by agreement and not prohibited by law, reasonable attorneys' fees and legal expenses incurred by the secured party; (2) The satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made; (3) The satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if: (A) The secured party receives from the holder of the subordinate security interest or other lien a signed demand for proceeds before distribution of the proceeds is completed; and (B) In a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor; and (4) A secured party that is a consignor of the collateral if the secured party receives from the consignor a signed demand for proceeds before distribution of the proceeds is completed. (b) Proof of subordinate interest. If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder's demand under subsection (a)(3) of this section. (c) Application of noncash proceeds. A secured party need not apply or pay over for application noncash proceeds of disposition under RCW 62A.9A-610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner. (d) Surplus or deficiency if obligation secured. If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection (a) of this section and permitted by subsection (c) of this section: (1) Unless subsection (a)(4) of this section requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; and (2) The obligor is liable for any deficiency. (e) No surplus or deficiency in sales of certain rights to payment. If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes: (1) The debtor is not entitled to any surplus; and (2) The obligor is not liable for any deficiency. (f) [Reserved.] (g) Cash proceeds received by junior secured party. A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made: (1) Takes the cash proceeds free of the security interest or other lien; (2) Is not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; and (3) Is not obligated to account to or pay the holder of the security interest or other lien for any surplus.
RCW 62A.9A-701 — Washington Code / Title 62A / Chapter 9A / Section 9A-701
RCW 62A.9A-701: Effective date—2000 c 250.
Status: in_force

This act takes effect July 1, 2001.
RCW 62A.4A-507 — Washington Code / Title 62A / Chapter 4A / Section 4A-507
RCW 62A.4A-507: Choice of law.
Status: in_force

(a) The following rules apply unless the affected parties otherwise agree or subsection (c) of this section applies: (1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located. (2) The rights and obligations between the beneficiary's bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary's bank is located. (3) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary's bank is located. (b) If the parties described in each paragraph of subsection (a) of this section have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction. (c) A funds-transfer system rule may select the law of a particular jurisdiction to govern (i) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or (ii) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made pursuant to clause (i) of this subsection is binding on participating banks. A choice of law made pursuant to clause (ii) of this subsection is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue. (d) In the event of inconsistency between an agreement under subsection (b) of this section and a choice-of-law rule under subsection (c) of this section, the agreement under subsection (b) of this section prevails. (e) If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
RCW 62A.9A-109 — Washington Code / Title 62A / Chapter 9A / Section 9A-109
RCW 62A.9A-109: Scope.
Status: in_force

(a) General scope of Article. Except as otherwise provided in subsections (c) and (d) of this section, this Article applies to: (1) A transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (2) An agricultural lien; (3) A sale of accounts, chattel paper, payment intangibles, or promissory notes; (4) A consignment; (5) A security interest arising under RCW 62A.2-401 , 62A.2-505 , 62A.2-711 (3), or 62A.2A-508 (5), as provided in RCW 62A.9A-110 ; and (6) A security interest arising under RCW 62A.4-210 or 62A.5-118 . (b) Security interest in secured obligation. The application of this Article to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this Article does not apply. (c) Extent to which Article does not apply. This Article does not apply to the extent that: (1) A statute, regulation, or treaty of the United States preempts this Article; (2) Another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state; (3) A statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or (4) The rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under RCW 62A.5-114 . (d) Inapplicability of Article. This Article does not apply to: (1) A landlord's lien, other than an agricultural lien; (2) A lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but RCW 62A.9A-333 applies with respect to priority of the lien; (3) An assignment of a claim for wages, salary, or other compensation of an employee; (4) A sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose; (5) An assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only; (6) An assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract; (7) An assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness; (8) A transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but RCW 62A.9A-315 and 62A.9A-322 apply with respect to proceeds and priorities in proceeds; (9) An assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral; (10) A right of recoupment or set-off, but: (A) RCW 62A.9A-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and (B) RCW 62A.9A-404 applies with respect to defenses or claims of an account debtor; (11) The creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for: (A) Liens on real property in RCW 62A.9A-203 and 62A.9A-308 ; (B) Fixtures in RCW 62A.9A-334 ; (C) Fixture filings in RCW 62A.9A-501 , 62A.9A-502 , 62A.9A-512 , 62A.9A-516 , and 62A.9A-519 ; and (D) Security agreements covering personal and real property in RCW 62A.9A-604 ; (12) An assignment of a claim arising in tort, other than a commercial tort claim, but RCW 62A.9A-315 and 62A.9A-322 apply with respect to proceeds and priorities in proceeds; (13) An assignment in a consumer transaction of a deposit account on which checks can be drawn, but RCW 62A.9A-315 and 62A.9A-322 apply with respect to proceeds and priorities in proceeds; (14) A transfer by this state or a governmental unit of this state; or (15) The creation or transfer of an interest in or lien on a live dog or cat.
RCW 62A.3-307 — Washington Code / Title 62A / Chapter 3 / Section 3-307
RCW 62A.3-307: Notice of breach of fiduciary duty.
Status: in_force

(a) In this section: (1) "Fiduciary" means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument. (2) "Represented person" means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in subsection (a)(1) is owed. (b) If (i) an instrument is taken from a fiduciary for payment or collection or for value, (ii) the taker has knowledge of the fiduciary status of the fiduciary, and (iii) the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply: (1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person. (2) In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person. (3) If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty. (4) If an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
RCW 62A.9A-525 — Washington Code / Title 62A / Chapter 9A / Section 9A-525
RCW 62A.9A-525: Fees.
Status: in_force

(a) Filing with department of licensing. Except as otherwise provided in subsection (b) or (e) of this section, the fee for filing and indexing a record under this part is the fee set by department of licensing rule pursuant to subsection (f) of this section. Without limitation, different fees may be charged for: (1) A record that is communicated in writing and consists of one or two pages; (2) A record that is communicated in writing and consists of more than two pages, which fee may be a multiple of the fee described in (1) of this subsection; and (3) A record that is communicated by another medium authorized by department of licensing rule, which fee may be a fraction of the fee described in (1) of this subsection. (b) Filing with other filing offices. Except as otherwise provided in subsection (e) of this section, the fee for filing and indexing a record under this part that is filed in a filing office described in RCW 62A.9A-501 (a)(1) is the fee that would otherwise be applicable to the recording of a mortgage in that filing office, as set forth in RCW 36.18.010 . (c) Number of names. The number of names required to be indexed does not affect the amount of the fee in subsections (a) and (b) of this section. (d) Response to information request. The fee for responding to a request for information from a filing office, including for issuing a certificate showing, or otherwise communicating, whether there is on file any financing statement naming a particular debtor, is the fee set by department of licensing rule pursuant to subsection (f) of this section; provided however, if the request is to a filing office described in RCW 62A.9A-501 (a)(1) and that office charges a different fee, then that different fee shall apply instead. Without limitation, different fees may be charged: (1) If the request is communicated in writing; (2) If the request is communicated by another medium authorized by filing-office rule; and (3) If the request is for expedited service. (e) Record of mortgage. This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under RCW 62A.9A-502 (c). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply. (f) Filing office rules. (1) The department of licensing shall by rule set the fees called for in this section for filing with, and obtaining information from, the department of licensing. The director shall set fees at a sufficient level to defray the costs of administering the program. All receipts from fees collected under this title, except fees for services covered under RCW 62A.9A-501 (a)(1), shall be deposited to the uniform commercial code fund in the state treasury. Moneys in the fund may be spent only after appropriation and may be used only to administer the uniform commercial code program. (2) Until July 1, 2030, in addition to fees on filings authorized under this section, the department of licensing shall impose a surcharge of fifteen dollars per filing for paper filings and a surcharge of fifteen dollars per filing for electronic filings. The department shall deposit the proceeds from these surcharges in the financial fraud and identity theft crimes investigation and prosecution account created in RCW 43.330.300 . (g) Transition. This section continues the fee-setting authority conferred on the department of licensing by former *RCW 62A.9-409 and nothing herein shall invalidate fees set by the department of licensing under the authority of former *RCW 62A.9-409 .
RCW 62A.2A-311 — Washington Code / Title 62A / Chapter 2A / Section 2A-311
RCW 62A.2A-311: Priority subject to subordination.
Status: in_force

Nothing in this Article prevents subordination by agreement by any person entitled to priority.
RCW 62A.7-401 — Washington Code / Title 62A / Chapter 7 / Section 7-401
RCW 62A.7-401: Irregularities in issue of receipt or bill or conduct of issuer.
Status: in_force

The obligations imposed by this Article on an issuer apply to a document of title even if: (1) The document does not comply with the requirements of this Article or of any other statute, rule, or regulation regarding its issuance, form, or content; (2) The issuer violated laws regulating the conduct of its business; (3) The goods covered by the document were owned by the bailee when the document was issued; or (4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
RCW 62A.9A-319 — Washington Code / Title 62A / Chapter 9A / Section 9A-319
RCW 62A.9A-319: Rights and title of consignee with respect to creditors and purchasers.
Status: in_force

(a) Consignee has consignor's rights. Except as otherwise provided in subsection (b) of this section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer. (b) Applicability of other law. For purposes of determining the rights of a creditor of a consignee, law other than this Article determines the rights and title of a consignee while goods are in the consignee's possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.
RCW 62A.2A-302 — Washington Code / Title 62A / Chapter 2A / Section 2A-302
RCW 62A.2A-302: Title to and possession of goods.
Status: in_force

Except as otherwise provided in this Article, each provision of this Article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
RCW 62A.8-305 — Washington Code / Title 62A / Chapter 8 / Section 8-305
RCW 62A.8-305: Instruction.
Status: in_force

(1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by RCW 62A.8-108 and not an obligation that the security will be honored by the issuer.
RCW 62A.4A-108 — Washington Code / Title 62A / Chapter 4A / Section 4A-108
RCW 62A.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 (Title XX, P.L. 95-630, 92 Stat. 3728, 15 U.S.C. Sec. 1693 et seq.). (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. Sec. 1693o-1), unless the remittance transfer is an electronic fund transfer as defined in the Electronic Fund Transfer Act (15 U.S.C. Sec. 1693a). (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.
RCW 62A.7-509 — Washington Code / Title 62A / Chapter 7 / Section 7-509
RCW 62A.7-509: Adequate compliance with commercial contract.
Status: in_force

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 2A, or 5 of this title.
RCW 62A.9A-703 — Washington Code / Title 62A / Chapter 9A / Section 9A-703
RCW 62A.9A-703: Security interest perfected before effective date.
Status: in_force

(a) Continuing priority over lien creditor: Perfection requirements satisfied. A security interest that is enforceable immediately before July 1, 2001, and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under Article 62A.9A RCW if, on or before July 1, 2001, the applicable requirements for enforceability and perfection under Article 62A.9A RCW are satisfied without further action. (b) Continuing priority over lien creditor: Perfection requirements not satisfied. Except as otherwise provided in RCW 62A.9A-705 , if, immediately before July 1, 2001, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under Article 62A.9A RCW are not satisfied on or before July 1, 2001, the security interest: (1) Is a perfected security interest for one year after July 1, 2001; (2) Remains enforceable thereafter only if the security interest becomes enforceable under RCW 62A.9A-203 before the year expires; and (3) Remains perfected thereafter only if the applicable requirements for perfection under Article 62A.9A RCW are satisfied before the year expires.
RCW 62A.2A-218 — Washington Code / Title 62A / Chapter 2A / Section 2A-218
RCW 62A.2A-218: Insurance and proceeds.
Status: in_force

(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. (2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified. (3) Notwithstanding a lessee's insurable interest under subsections (1) and (2) of this section, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee. (4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law. (5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
RCW 62A.3-109 — Washington Code / Title 62A / Chapter 3 / Section 3-109
RCW 62A.3-109: Payable to bearer or to order.
Status: in_force

(a) A promise or order is payable to bearer if it: (1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) Does not state a payee; or (3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person. (b) A promise or order that is not payable to bearer is payable to order if it is payable (i) to the order of an identified person or (ii) to an identified person or order. A promise or order that is payable to order is payable to the identified person. (c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to RCW 62A.3-205 (a). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to RCW 62A.3-205 (b).
RCW 62A.9A-326 — Washington Code / Title 62A / Chapter 9A / Section 9A-326
RCW 62A.9A-326: Priority of security interests created by new debtor.
Status: in_force

(a) Subordination of security interest created by new debtor. Subject to subsection (b) of this section, a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of RCW 62A.9A-316 (i)(1) or 62A.9A-508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement. (b) Priority under other provisions; multiple original debtors. The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection (a) of this section. However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor's having become bound.
RCW 62A.9A-302 — Washington Code / Title 62A / Chapter 9A / Section 9A-302
RCW 62A.9A-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.
RCW 62A.2-604 — Washington Code / Title 62A / Chapter 2 / Section 2-604
RCW 62A.2-604: Buyer's options as to salvage of rightfully rejected goods.
Status: in_force

Subject to the provisions of the immediately preceding section on perishables, if the seller gives no instructions within a reasonable time after notification of rejection, the buyer may store the rejected goods for the seller's account or reship them to him or her or resell them for the seller's account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.
RCW 62A.2-326 — Washington Code / Title 62A / Chapter 2 / Section 2-326
RCW 62A.2-326: Sale on approval and sale or return; rights of creditors.
Status: in_force

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (a) a "sale on approval" if the goods are delivered primarily for use, and (b) a "sale or return" if the goods are delivered primarily for resale. (2) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession. (3) Any "or return" term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (RCW 62A.2-201 ) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (RCW 62A.2-202 ).
RCW 62A.5-117 — Washington Code / Title 62A / Chapter 5 / Section 5-117
RCW 62A.5-117: Subrogation of issuer, applicant, and nominated person.
Status: in_force

(a) An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant. (b) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (a) of this section. (c) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of: (1) The issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant; (2) The beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and (3) The applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant. (d) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (a) and (b) of this section do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subsection (c) of this section do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.
RCW 62A.3-306 — Washington Code / Title 62A / Chapter 3 / Section 3-306
RCW 62A.3-306: Claims to an instrument.
Status: in_force

A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.
RCW 62A.7-306 — Washington Code / Title 62A / Chapter 7 / Section 7-306
RCW 62A.7-306: Altered bills of lading.
Status: in_force

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.
RCW 62A.2A-519 — Washington Code / Title 62A / Chapter 2A / Section 2A-519
RCW 62A.2A-519: Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods.
Status: in_force

(1) Except as otherwise provided with respect to damages liquidated in the lease agreement (RCW 62A.2A-504 ) or otherwise determined pursuant to agreement of the parties (RCW 62A.1-302 and 62A.2A-503 ), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under RCW 62A.2A-518 (2), or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default. (2) Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival. (3) Except as otherwise agreed, if the lessee has accepted goods and given notification (RCW 62A.2A-516 (3)), the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor's default. (4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty.
RCW 62A.11-104 — Washington Code / Title 62A / Chapter 11 / Section 11-104
RCW 62A.11-104: Transition provision on change of requirement of filing.
Status: in_force

A security interest for the perfection of which filing or the taking of possession was required under the Uniform Commercial Code as it existed before midnight June 30, 1982 and which attached prior to midnight June 30, 1982 but was not perfected shall be deemed perfected on midnight June 30, 1982 if the Uniform Commercial Code as amended by chapter 41, Laws of 1981 permits perfection without filing or authorizes filing in the office or offices where a prior ineffective filing was made.
RCW 62A.9A-311 — Washington Code / Title 62A / Chapter 9A / Section 9A-311
RCW 62A.9A-311: Perfection of security interests in property subject to certain statutes, regulations, and treaties.
Status: in_force

(a) Security interest subject to other law. Except as otherwise provided in subsection (d) of this section, the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to: (1) A statute, regulation, or treaty of the United States whose requirements for a security interest's obtaining priority over the rights of a lien creditor with respect to the property preempt RCW 62A.9A-310 (a); (2) RCW 46.12.675 or 88.02.520 , or *chapter 65.12 RCW; or (3) A statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the property. (b) Compliance with other law. Compliance with the requirements of a statute, regulation, or treaty described in subsection (a) of this section for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this Article. Except as otherwise provided in subsection (d) of this section, RCW 62A.9A-313 , and 62A.9A-316 (d) and (e) for goods covered by a certificate of title, a security interest in property subject to a statute, regulation, or treaty described in subsection (a) of this section may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral. (c) Duration and renewal of perfection. Except as otherwise provided in subsection (d) of this section and RCW 62A.9A-316 (d) and (e), duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subsection (a) of this section are governed by the statute, regulation, or treaty. In other respects, the security interest is subject to this Article. (d) Inapplicability to certain inventory. During any period in which collateral subject to RCW 46.12.675 or 88.02.520 , or *chapter 65.12 RCW is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.
RCW 62A.9A-620 — Washington Code / Title 62A / Chapter 9A / Section 9A-620
RCW 62A.9A-620: Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.
Status: in_force

(a) Conditions to acceptance in satisfaction. A secured party may accept collateral in full or partial satisfaction of the obligation it secures only if: (1) The debtor consents to the acceptance under subsection (c) of this section; (2) The secured party does not receive, within the time set forth in subsection (d) of this section, a notification of objection to the proposal signed by: (A) A person to which the secured party was required to send a proposal under RCW 62A.9A-621 ; or (B) Any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest that is the subject of the proposal; and (3) Subsection (e) of this section does not require the secured party to dispose of the collateral or the debtor waives the requirement pursuant to RCW 62A.9A-624 . (b) Purported acceptance ineffective. A purported or apparent acceptance of collateral under this section is ineffective unless: (1) The secured party consents to the acceptance in a signed record or sends a proposal to the debtor; and (2) The conditions of subsection (a) of this section are met. (c) Debtor's consent. For purposes of this section: (1) A debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default; and (2) A debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default or the secured party: (A) Sends to the debtor after default a proposal that is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained; (B) In the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and (C) Does not receive a notification of objection signed by the debtor within 20 days after the proposal is sent. (d) Effectiveness of notification. To be effective under subsection (a)(2) of this section, a notification of objection must be received by the secured party: (1) In the case of a person to which the proposal was sent pursuant to RCW 62A.9A-621 , within 20 days after notification was sent to that person; and (2) In other cases: (A) Within 20 days after the last notification was sent pursuant to RCW 62A.9A-621 ; or (B) If a notification was not sent, before the debtor consents to the acceptance under subsection (c) of this section. (e) Mandatory disposition of consumer goods. A secured party that has taken possession of collateral shall dispose of the collateral pursuant to RCW 62A.9A-610 within the time specified in subsection (f) of this section if: (1) Sixty percent of the cash price has been paid in the case of a purchase-money security interest in consumer goods; or (2) Sixty percent of the principal amount of the obligation secured has been paid in the case of a nonpurchase-money security interest in consumer goods. (f) Compliance with mandatory disposition requirement. To comply with subsection (e) of this section, the secured party shall dispose of the collateral: (1) Within ninety days after taking possession; or (2) Within any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and signed after default.
RCW 62A.5-110 — Washington Code / Title 62A / Chapter 5 / Section 5-110
RCW 62A.5-110: Warranties.
Status: in_force

(a) If its presentation is honored, the beneficiary warrants: (1) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in RCW 62A.5-109 (a); and (2) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit. (b) The warranties in subsection (a) of this section are in addition to warranties arising under Articles 3, 4, 7, and 8 because of the presentation or transfer of documents covered by any of those articles.
RCW 62A.1-105 — Washington Code / Title 62A / Chapter 1 / Section 1-105
RCW 62A.1-105: Severability.
Status: in_force

If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
RCW 62A.3-205 — Washington Code / Title 62A / Chapter 3 / Section 3-205
RCW 62A.3-205: Special indorsement; blank indorsement; anomalous indorsement.
Status: in_force

(a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a "special indorsement." When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in RCW 62A.3-110 apply to special indorsements. (b) If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a "blank indorsement." When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed. (c) The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable. (d) "Anomalous indorsement" means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated.
RCW 62A.4A-207 — Washington Code / Title 62A / Chapter 4A / Section 4A-207
RCW 62A.4A-207: Misdescription of beneficiary.
Status: in_force

(a) Subject to subsection (b) of this section, if, in a payment order received by the beneficiary's bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur. (b) If a payment order received by the beneficiary's bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply: (1) Except as otherwise provided in subsection (c) of this section, if the beneficiary's bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary's bank need not determine whether the name and number refer to the same person. (2) If the beneficiary's bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary's bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur. (c) If (i) a payment order described in subsection (b) of this section is accepted, (ii) the originator's payment order described the beneficiary inconsistently by name and number, and (iii) the beneficiary's bank pays the person identified by number as permitted by subsection (b)(1) of this section, the following rules apply: (1) If the originator is a bank, the originator is obliged to pay its order. (2) If the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator's bank proves that the originator, before acceptance of the originator's order, had notice that payment of a payment order issued by the originator might be made by the beneficiary's bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary. Proof of notice may be made by any admissible evidence. The originator's bank satisfies the burden of proof if it proves that the originator, before the payment order was accepted, signed a record stating the information to which the notice relates. (d) In a case governed by subsection (b)(1) of this section, if the beneficiary's bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows: (1) If the originator is obliged to pay its payment order as stated in subsection (c) of this section, the originator has the right to recover. (2) If the originator is not a bank and is not obliged to pay its payment order, the originator's bank has the right to recover.
RCW 62A.9A-625 — Washington Code / Title 62A / Chapter 9A / Section 9A-625
RCW 62A.9A-625: Remedies for secured party's failure to comply with Article.
Status: in_force

(a) Judicial orders concerning noncompliance. If it is established that a secured party is not proceeding in accordance with this Article, a court may order or restrain collection, enforcement, or disposition of collateral on appropriate terms and conditions. (b) Damages for noncompliance. Subject to subsections (c), (d), and (f) of this section, a person is liable for damages in the amount of any loss caused by a failure to comply with this Article or by filing a false statement under RCW 62A.9A-607 (b) or 62A.9A-619 . Loss caused by a failure to comply may include loss resulting from the debtor's inability to obtain, or increased costs of, alternative financing. (c) Persons entitled to recover damages; statutory damages in consumer-goods transaction. Except as otherwise provided in RCW 62A.9A-628 : (1) A person that, at the time of the failure, was a debtor, was an obligor, or held a security interest in or other lien on the collateral may recover damages under subsection (b) of this section for its loss; and (2) If the collateral is consumer goods, a person that was a debtor or a secondary obligor at the time a secured party failed to comply with this part may recover for that failure in any event an amount not less than the credit service charge plus ten percent of the principal amount of the obligation or the time-price differential plus ten percent of the cash price. (d) Recovery when deficiency eliminated or reduced. A debtor whose deficiency is eliminated under RCW 62A.9A-626 may recover damages for the loss of any surplus. However, a debtor or secondary obligor may not recover under subsection (b) or (c)(2) of this section for noncompliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance to the extent that its deficiency is eliminated or reduced under RCW 62A.9A-626 . (e) Statutory damages: Noncompliance with specified provisions. In addition to any damages recoverable under subsection (b) of this section, the debtor, consumer obligor, or person named as a debtor in a filed record, as applicable, may recover five hundred dollars in each case from a person that: (1) Fails to comply with RCW 62A.9A-208 ; (2) Fails to comply with RCW 62A.9A-209 ; (3) Files a record that the person is not entitled to file under RCW 62A.9A-509 (a); (4) Fails to cause the secured party of record to file or send a termination statement as required by RCW 62A.9A-513 (a) or (c) within twenty days after the secured party receives an authenticated demand from a debtor; (5) Fails to comply with RCW 62A.9A-616 (b)(1) and whose failure is part of a pattern, or consistent with a practice, of noncompliance; or (6) Fails to comply with RCW 62A.9A-616 (b)(2). (f) Statutory damages: Noncompliance with RCW 62A.9A-210 . A debtor or consumer obligor may recover damages under subsection (b) of this section and, in addition, five hundred dollars in each case from a person that, without reasonable cause, fails to comply with a request under RCW 62A.9A-210 . A recipient of a request under RCW 62A.9A-210 which never claimed an interest in the collateral or obligations that are the subject of a request under RCW 62A.9A-210 has a reasonable excuse for failure to comply with the request within the meaning of this subsection. (g) Limitation of security interest: Noncompliance with RCW 62A.9A-210 . If a secured party fails to comply with a request regarding a list of collateral or a statement of account under RCW 62A.9A-210 , the secured party may claim a security interest only as shown in the list or statement included in the request as against a person that is reasonably misled by the failure.
RCW 62A.9A-509 — Washington Code / Title 62A / Chapter 9A / Section 9A-509
RCW 62A.9A-509: Persons entitled to file a record.
Status: in_force

(a) Person entitled to file record. A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if: (1) The debtor authorizes the filing in a signed record or pursuant to subsection (b) or (c) of this section; or (2) The person holds an agricultural lien that has become effective at the time of filing and the financing statement covers only collateral in which the person holds an agricultural lien. (b) Security agreement as authorization. By signing or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering: (1) The collateral described in the security agreement; and (2) Property that becomes collateral under RCW 62A.9A-315 (a)(2), whether or not the security agreement expressly covers proceeds. (c) Acquisition of collateral as authorization. By acquiring collateral in which a security interest or agricultural lien continues under RCW 62A.9A-315 (a)(1), a debtor authorizes the filing of an initial financing statement, and an amendment, covering the collateral and property that becomes collateral under RCW 62A.9A-315 (a)(2). (d) Person entitled to file certain amendments. A person may file an amendment other than an amendment that adds collateral covered by a financing statement or an amendment that adds a debtor to a financing statement only if: (1) The secured party of record authorizes the filing; or (2) The amendment is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by RCW 62A.9A-513 (a) or (c), the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed. (e) Multiple secured parties of record. If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection (d) of this section.
RCW 62A.3-119 — Washington Code / Title 62A / Chapter 3 / Section 3-119
RCW 62A.3-119: Notice of right to defend action.
Status: in_force

In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states (i) that the person notified may come in and defend and (ii) that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
RCW 62A.8-303 — Washington Code / Title 62A / Chapter 8 / Section 8-303
RCW 62A.8-303: Protected purchaser.
Status: in_force

(1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value; (b) Does not have notice of any adverse claim to the security; and (c) Obtains control of the certificated or uncertificated security. (2) A protected purchaser also acquires its interest in the security free of any adverse claim.
RCW 62A.2A-507 — Washington Code / Title 62A / Chapter 2A / Section 2A-507
RCW 62A.2A-507: Proof of market rent: Time and place.
Status: in_force

(1) Damages based on market rent (RCW 62A.2A-519 or 62A.2A-528 ) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in RCW 62A.2A-519 and 62A.2A-528 . (2) If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times or places described in this Article is not readily available, the rent prevailing within any reasonable time before or after the time described or at any other place or for a different lease term which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the difference, including the cost of transporting the goods to or from the other place. (3) Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this Article offered by one party is not admissible unless and until he or she has given the other party notice the court finds sufficient to prevent unfair surprise. (4) If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.
RCW 62A.5-1013 — Washington Code / Title 62A / Chapter 5 / Section 5-1013
RCW 62A.5-1013: Applicability—Transition provision.
Status: in_force

Chapter 56, Laws of 1997 applies to a letter of credit that is issued on or after July 27, 1997. Chapter 56, Laws of 1997 does not apply to a transaction, event, obligation, or duty arising out of or associated with a letter of credit that was issued before July 27, 1997.
RCW 62A.4A-501 — Washington Code / Title 62A / Chapter 4A / Section 4A-501
RCW 62A.4A-501: Variation by agreement and effect of funds-transfer system rule.
Status: in_force

(a) Except as otherwise provided in this Article, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party. (b) "Funds-transfer system rule" means a rule of an association of banks (i) governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders, or (ii) to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a federal reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary's bank. Except as otherwise provided in this Article, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this Article and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in RCW 62A.4A-404 (c), 62A.4A-405 (d), and 62A.4A-507 (c).
RCW 62A.3-104 — Washington Code / Title 62A / Chapter 3 / Section 3-104
RCW 62A.3-104: Negotiable instrument.
Status: in_force

(a) Except as provided in subsections (c) and (d), "negotiable instrument" means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it: (1) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder; (2) Is payable on demand or at a definite time; and (3) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain (i) an undertaking or power to give, maintain, or protect collateral to secure payment, (ii) an authorization or power to the holder to confess judgment or realize on or dispose of collateral, (iii) a waiver of the benefit of any law intended for the advantage or protection of an obligor, (iv) a term that specifies the law that governs the promise or order, or (v) an undertaking to resolve in a specified forum a dispute concerning the promise or order. (b) "Instrument" means a negotiable instrument. (c) An order that meets all of the requirements of subsection (a), except subsection (a)(1), and otherwise falls within the definition of "check" in subsection (f) is a negotiable instrument and a check. (d) A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this Article. (e) An instrument is a "note" if it is a promise and is a "draft" if it is an order. If an instrument falls within the definition of both "note" and "draft," a person entitled to enforce the instrument may treat it as either. (f) "Check" means (i) a draft, other than a documentary draft, payable on demand and drawn on a bank, or (ii) a cashier's check or teller's check. An instrument may be a check even though it is described on its face by another term, such as "money order." (g) "Cashier's check" means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank. (h) "Teller's check" means a draft drawn by a bank (i) on another bank, or (ii) payable at or through a bank. (i) "Traveler's check" means an instrument that (i) is payable on demand, (ii) is drawn on or payable at or through a bank, (iii) is designated by the term "traveler's check" or by a substantially similar term, and (iv) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument. (j) "Certificate of deposit" means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
RCW 62A.7-304 — Washington Code / Title 62A / Chapter 7 / Section 7-304
RCW 62A.7-304: Tangible bills of lading in a set.
Status: in_force

(a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection. (b) If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill. (c) If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier's obligation by surrendering its part. (d) A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set. (e) The bailee shall deliver in accordance with RCW 62A.7-401 through 62A.7-404 against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee's obligation on the whole bill.
RCW 62A.2-509 — Washington Code / Title 62A / Chapter 2 / Section 2-509
RCW 62A.2-509: Risk of loss in the absence of breach.
Status: in_force

(1) Where the contract requires or authorizes the seller to ship the goods by carrier: (a) If it does not require him or her to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (RCW 62A.2-505 ); but (b) If it does require him or her to deliver them 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 buyer when the goods are there duly so tendered as to enable the buyer to take delivery. (2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer: (a) On his or her receipt of possession or control of a negotiable document of title covering the goods; or (b) On acknowledgment by the bailee of the buyer's right to possession of the goods; or (c) After his or her receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in RCW 62A.2-503 (4)(b). (3) In any case not within subsection (1) or (2) of this section, the risk of loss passes to the buyer on his or her receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery. (4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (RCW 62A.2-327 ) and on effect of breach on risk of loss (RCW 62A.2-510 ).
RCW 62A.2-101 — Washington Code / Title 62A / Chapter 2 / Section 2-101
RCW 62A.2-101: Short title.
Status: in_force

This Article shall be known and may be cited as Uniform Commercial Code — Sales.
RCW 62A.8-503 — Washington Code / Title 62A / Chapter 8 / Section 8-503
RCW 62A.8-503: Property interest of entitlement holder in financial asset held by securities intermediary.
Status: in_force

(1) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in RCW 62A.8-511 . (2) An entitlement holder's property interest with respect to a particular financial asset under subsection (1) of this section is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset. (3) An entitlement holder's property interest with respect to a particular financial asset under subsection (1) of this section may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under RCW 62A.8-505 through 62A.8-508 . (4) An entitlement holder's property interest with respect to a particular financial asset under subsection (1) of this section may be enforced against a purchaser of the financial asset or interest therein only if: (a) Insolvency proceedings have been initiated by or against the securities intermediary; (b) The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset; (c) The securities intermediary violated its obligations under RCW 62A.8-504 by transferring the financial asset or interest therein to the purchaser; and (d) The purchaser is not protected under subsection (5) of this section. The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser. (5) An action based on the entitlement holder's property interest with respect to a particular financial asset under subsection (1) of this section, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under RCW 62A.8-504 .
RCW 62A.9A-507 — Washington Code / Title 62A / Chapter 9A / Section 9A-507
RCW 62A.9A-507: Effect of certain events on effectiveness of financing statement.
Status: in_force

(a) Disposition. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition. (b) Information becoming seriously misleading. Except as otherwise provided in subsection (c) of this section and RCW 62A.9A-508 , a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under RCW 62A.9A-506 . (c) Change in debtor's name. If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under RCW 62A.9A-503 (a) so that the financing statement becomes seriously misleading under RCW 62A.9A-506 : (1) The financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and (2) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the filed financing statement becomes seriously misleading.
RCW 62A.2-707 — Washington Code / Title 62A / Chapter 2 / Section 2-707
RCW 62A.2-707: "Person in the position of a seller".
Status: in_force

(1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his or her principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. (2) A person in the position of a seller may as provided in this Article withhold or stop delivery (RCW 62A.2-705 ) and resell (RCW 62A.2-706 ) and recover incidental damages (RCW 62A.2-710 ).
RCW 62A.2A-402 — Washington Code / Title 62A / Chapter 2A / Section 2A-402
RCW 62A.2A-402: Anticipatory repudiation.
Status: in_force

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may: (a) For a commercially reasonable time, await retraction of repudiation and performance by the repudiating party; (b) Make demand pursuant to RCW 62A.2A-401 and await assurance of future performance adequate under the circumstances of the particular case; or (c) Resort to any right or remedy upon default under the lease contract or this Article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this Article on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (RCW 62A.2A-524 ).
RCW 62A.2-106 — Washington Code / Title 62A / Chapter 2 / Section 2-106
RCW 62A.2-106: Definitions: "Contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction".
Status: in_force

(1) In this Article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (RCW 62A.2-401 ). A "present sale" means a sale which is accomplished by the making of the contract. (2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract. (3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives. (4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. (5) "Hybrid transaction" means a single transaction involving a sale of goods and: (a) The provision of services; (b) A lease of other goods; or (c) A sale, lease, or license of property other than goods.
RCW 62A.9A-313 — Washington Code / Title 62A / Chapter 9A / Section 9A-313
RCW 62A.9A-313: When possession by or delivery to secured party perfects security interest without filing.
Status: in_force

(a) Perfection by possession or delivery. 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 RCW 62A.8-301 . (b) Goods covered by certificate of title. 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 RCW 62A.9A-316 (d). (c) Collateral in possession of person other than debtor. 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) Time of perfection by possession; continuation of perfection. 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) Time of perfection by delivery; continuation of perfection. A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under RCW 62A.8-301 and remains perfected by delivery until the debtor obtains possession of the security certificate. (f) Acknowledgment not required. A person in possession of collateral is not required to acknowledge that it holds possession for a secured party's benefit. (g) Effectiveness of acknowledgment; no duties or confirmation. 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 RCW 62A.8-301 (1), 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) Secured party's delivery to person other than debtor. 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) Effect of delivery under subsection (h) of this section; no duties or confirmation. 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.
RCW 62A.3-525 — Washington Code / Title 62A / Chapter 3 / Section 3-525
RCW 62A.3-525: Consequences for failing to comply with requirements.
Status: in_force

No interest, collection costs, and attorneys' fees, except handling fees, are recoverable on any dishonored check under the provisions of RCW 62A.3-515 where a person entitled to such recovery or any agent, employee, or assign has demanded: (1) Interest or collection costs in excess of that provided by RCW 62A.3-515 ; or (2) Interest or collection costs prior to the expiration of fifteen days after the mailing of notice of dishonor, as provided by RCW 62A.3-515 and 62A.3-520 ; or (3) Attorneys' fees either without having the fees set by the court, or prior to the expiration of fifteen days after the mailing of notice of dishonor, as provided by RCW 62A.3-515 and 62A.3-520 .
RCW 62A.4-106 — Washington Code / Title 62A / Chapter 4 / Section 4-106
RCW 62A.4-106: Payable through or payable at bank; collecting bank.
Status: in_force

(a) If an item states that it is "payable through" a bank identified in the item, (i) the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and (ii) the item may be presented for payment only by or through the bank. (b) If an item states that it is "payable at" a bank identified in the item, (i) the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and (ii) the item may be presented for payment only by or through the bank. (c) If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a codrawee or a collecting bank, the bank is a collecting bank.
RCW 62A.11-103 — Washington Code / Title 62A / Chapter 11 / Section 11-103
RCW 62A.11-103: Transition to the Uniform Commercial Code as amended by chapter 41, Laws of 1981; general rule.
Status: in_force

Transactions validly entered into after June 30, 1967 and before midnight June 30, 1982, and which were subject to the provisions of the Uniform Commercial Code as it existed before midnight June 30, 1982 and which would be subject to the Uniform Commercial Code as amended if they had been entered into after midnight June 30, 1982 and the rights, duties and interests flowing from such transactions remain valid after midnight June 30, 1982 and may be terminated, completed, consummated or enforced as required or permitted by the Uniform Commercial Code as amended by chapter 41, Laws of 1981. Security interests arising out of such transactions which are perfected by midnight June 30, 1982 shall remain perfected until they lapse as provided in the Uniform Commercial Code as amended by chapter 41, Laws of 1981, and may be continued as permitted by the Uniform Commercial Code as amended by chapter 41, Laws of 1981, except as stated in RCW 62A.11-105 .
RCW 62A.9A-301 — Washington Code / Title 62A / Chapter 9A / Section 9A-301
RCW 62A.9A-301: Law governing perfection and priority of security interests.
Status: in_force

Except as otherwise provided in RCW 62A.9A-303 through 62A.9A-306 and 62A.9A-3062 , the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral: (1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. (2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral. (3) Except as otherwise provided in subsection (4) of this section, while negotiable tangible documents, goods, instruments, or tangible money is located in a jurisdiction, the local law of that jurisdiction governs: (A) Perfection of a security interest in the goods by filing a fixture filing; (B) Perfection of a security interest in timber to be cut; and (C) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral. (4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.