RCW 62A.3-110 — Washington Code / Title 62A / Chapter 3 / Section 3-110
RCW 62A.3-110: Identification of person to whom instrument is payable.
Status: in_force

(a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers. (b) If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so. (c) A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office, or account number. For the purpose of determining the holder of an instrument, the following rules apply: (1) If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number. (2) If an instrument is payable to: (i) A trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named; (ii) A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative, or a successor of the representative; (iii) A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or (iv) An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office, or a successor to the incumbent. (d) If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged, or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged, or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
RCW 62A.5-115 — Washington Code / Title 62A / Chapter 5 / Section 5-115
RCW 62A.5-115: Statute of limitations.
Status: in_force

An action to enforce a right or obligation arising under this Article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach.
RCW 62A.5-107 — Washington Code / Title 62A / Chapter 5 / Section 5-107
RCW 62A.5-107: Confirmer, nominated person, and adviser.
Status: in_force

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer. (b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation. (c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued. (d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c) of this section. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
RCW 62A.9A-610 — Washington Code / Title 62A / Chapter 9A / Section 9A-610
RCW 62A.9A-610: Disposition of collateral after default.
Status: in_force

(a) Disposition after default. After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing. (b) Commercially reasonable disposition. Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms. (c) Purchase by secured party. A secured party may purchase collateral: (1) At a public disposition; or (2) At a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations. (d) Warranties on disposition. A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract. (e) Disclaimer of warranties. A secured party may disclaim or modify warranties under subsection (d) of this section: (1) In a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or (2) By communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties. (f) Record sufficient to disclaim warranties. A record is sufficient to disclaim under subsection (e) of this section all warranties included under subsection (d) of this section if it indicates "There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition" or uses words of similar import.
RCW 62A.2-511 — Washington Code / Title 62A / Chapter 2 / Section 2-511
RCW 62A.2-511: Tender of payment by buyer; payment by check.
Status: in_force

(1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it. (3) Subject to the provisions of this Title on the effect of an instrument on an obligation (RCW 62A.3-310 ), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
RCW 62A.9A-108 — Washington Code / Title 62A / Chapter 9A / Section 9A-108
RCW 62A.9A-108: Sufficiency of description in security agreement.
Status: in_force

(a) Sufficiency of description. Except as otherwise provided in subsections (c), (d), and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (b) Examples of reasonable identification. Except as otherwise provided in subsection (d) of this section, a description of collateral reasonably identifies the collateral if it identifies the collateral by: (1) Specific listing; (2) Category; (3) Except as otherwise provided in subsection (e) of this section, a type of collateral defined in the Uniform Commercial Code; (4) Quantity; (5) Computational or allocational formula or procedure; or (6) Except as otherwise provided in subsection (c) of this section, any other method, if the identity of the collateral is objectively determinable. (c) Supergeneric description not sufficient. A description of collateral as "all the debtor's assets" or "all the debtor's personal property" or using words of similar import does not reasonably identify the collateral. However, as provided in RCW 62A.9A-504 , such a description is sufficient in a financing statement. (d) Investment property. Except as otherwise provided in subsection (e) of this section, a description of a security entitlement, securities account, or commodity account is sufficient if it describes: (1) The collateral by those terms or as investment property; or (2) The underlying financial asset or commodity contract. (e) When description by type insufficient. A description only by type of collateral defined in the Uniform Commercial Code is an insufficient description of: (1) A commercial tort claim; or (2) In a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.
RCW 62A.2-314 — Washington Code / Title 62A / Chapter 2 / Section 2-314
RCW 62A.2-314: Implied warranty: Merchantability; usage of trade.
Status: in_force

(1) Unless excluded or modified (RCW 62A.2-316 ), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale. (2) Goods to be merchantable must be at least such as (a) pass without objection in the trade under the contract description; and (b) in the case of fungible goods, are of fair average quality within the description; and (c) are fit for the ordinary purposes for which such goods are used; and (d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and (e) are adequately contained, packaged, and labeled as the agreement may require; and (f) conform to the promises or affirmations of fact made on the container or label if any. (3) Unless excluded or modified (RCW 62A.2-316 ) other implied warranties may arise from course of dealing or usage of trade.
RCW 62A.3-102 — Washington Code / Title 62A / Chapter 3 / Section 3-102
RCW 62A.3-102: Subject matter.
Status: in_force

(a) This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A, or to securities governed by Article 8. (b) If there is conflict between this Article and Article 4 or 9A, Articles 4 and 9A govern. (c) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of the inconsistency.
RCW 62A.2A-531 — Washington Code / Title 62A / Chapter 2A / Section 2A-531
RCW 62A.2A-531: Standing to sue third parties for injury to goods.
Status: in_force

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right of action against the third party if the lessee: (i) Has a security interest in the goods; (ii) Has an insurable interest in the goods; or (iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed. (2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his or her suit or settlement, subject to his or her own interest, is as a fiduciary for the other party to the lease contract. (3) Either party with the consent of the other may sue for the benefit of whom it may concern.
RCW 62A.9A-207 — Washington Code / Title 62A / Chapter 9A / Section 9A-207
RCW 62A.9A-207: Rights and duties of secured party having possession or control of collateral.
Status: in_force

(a) Duty of care when secured party in possession. Except as otherwise provided in subsection (d) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed. (b) Expenses, risks, duties, and rights when secured party in possession. Except as otherwise provided in subsection (d) of this section, if a secured party has possession of collateral: (1) Reasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use, or operation of the collateral are chargeable to the debtor and are secured by the collateral; (2) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage; (3) The secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and (4) The secured party may use or operate the collateral: (A) For the purpose of preserving the collateral or its value; (B) As permitted by an order of a court having competent jurisdiction; or (C) Except in the case of consumer goods, in the manner and to the extent agreed by the debtor. (c) Duties and rights when secured party in possession or control. Except as otherwise provided in subsection (d) of this section, a secured party having possession of collateral or control of collateral under RCW 62A.7-106 , 62A.9A-104 , 62A.9A-105 , 62A.9A-106 , 62A.9A-107 , 62A.9A-1051 , or 62A.9A-1071 : (1) May hold as additional security any proceeds, except money or funds, received from the collateral; (2) Shall apply money or funds received from the collateral to reduce the secured obligation, unless remitted to the debtor; and (3) May create a security interest in the collateral. (d) Buyer of certain rights to payment. If the secured party is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor: (1) Subsection (a) of this section does not apply unless the secured party is entitled under an agreement: (A) To charge back uncollected collateral; or (B) Otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; and (2) Subsections (b) and (c) of this section do not apply.
RCW 62A.2-603 — Washington Code / Title 62A / Chapter 2 / Section 2-603
RCW 62A.2-603: Merchant buyer's duties as to rightfully rejected goods.
Status: in_force

(1) Subject to any security interest in the buyer (RCW 62A.2-711 (3)), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his or her possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller's account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming. (2) When the buyer sells goods under subsection (1) of this section, he or she is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding ten per cent on the gross proceeds. (3) In complying with this section, the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages.
RCW 62A.8-109 — Washington Code / Title 62A / Chapter 8 / Section 8-109
RCW 62A.8-109: Warranties in indirect holding.
Status: in_force

(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (b) There is no adverse claim to the security entitlement. (2) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in RCW 62A.8-108 (1) or (2). (3) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in RCW 62A.8-108 (1) or (2).
RCW 62A.3-206 — Washington Code / Title 62A / Chapter 3 / Section 3-206
RCW 62A.3-206: Restrictive indorsement.
Status: in_force

(a) An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument. (b) An indorsement stating a condition to the right of the indorsee to receive payment does not affect the right of the indorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled. (c) If an instrument bears an indorsement (i) described in RCW 62A.4-201 (b), or (ii) in blank or to a particular bank using the words "for deposit," "for collection," or other words indicating a purpose of having the instrument collected by a bank for the indorser or for a particular account, the following rules apply: (1) A person, other than a bank, who purchases the instrument when so indorsed converts the instrument unless the amount paid for the instrument is received by the indorser or applied consistently with the indorsement. (2) A depositary bank that purchases the instrument or takes it for collection when so indorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the indorser or applied consistently with the indorsement. (3) A payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the indorser or applied consistently with the indorsement. (4) Except as otherwise provided in subsection (c)(3), a payor bank or intermediary bank may disregard the indorsement and is not liable if the proceeds of the instrument are not received by the indorser or applied consistently with the indorsement. (d) Except for an indorsement covered by subsection (c), if an instrument bears an indorsement using words to the effect that payment is to be made to the indorsee as agent, trustee, or other fiduciary for the benefit of the indorser or another person, the following rules apply: (1) Unless there is notice of breach of fiduciary duty as provided in RCW 62A.3-307 , a person who purchases the instrument from the indorsee or takes the instrument from the indorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the indorsee without regard to whether the indorsee violates a fiduciary duty to the indorser. (2) A subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the indorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty. (e) The presence on an instrument of an indorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection (c) or has notice or knowledge of breach of fiduciary duty as stated in subsection (d). (f) In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an indorsement to which this section applies and the payment is not permitted by this section.
RCW 62A.7-101 — Washington Code / Title 62A / Chapter 7 / Section 7-101
RCW 62A.7-101: Short title.
Status: in_force

This Article may be cited as Uniform Commercial Code — Documents of Title.
RCW 62A.9A-3062 — Washington Code / Title 62A / Chapter 9A / Section 9A-3062
RCW 62A.9A-3062: Law governing perfection and priority of security interests in controllable accounts, controllable electronic records, and controllable payment intangibles.
Status: in_force

(a) Governing law: General rules. Except as provided in subsection (b) of this section, the local law of the controllable electronic record's jurisdiction specified in RCW 62A.12-107 (c) and (d) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record. (b) When perfection governed by law of jurisdiction where debtor located. The local law of the jurisdiction in which the debtor is located governs: (1) Perfection of a security interest in a controllable account, controllable electronic record, or controllable payment intangible by filing; and (2) Automatic perfection of a security interest in a controllable payment intangible created by a sale of the controllable payment intangible.
RCW 62A.4A-107 — Washington Code / Title 62A / Chapter 4A / Section 4A-107
RCW 62A.4A-107: Federal reserve regulations and operating circulars.
Status: in_force

Regulations of the board of governors of the federal reserve system and operating circulars of the federal reserve banks supersede any inconsistent provision of this Article to the extent of the inconsistency.
RCW 62A.9A-309 — Washington Code / Title 62A / Chapter 9A / Section 9A-309
RCW 62A.9A-309: Security interest perfected upon attachment.
Status: in_force

The following security interests are perfected when they attach: (1) A purchase-money security interest in consumer goods, except as otherwise provided in RCW 62A.9A-311 (b) with respect to consumer goods that are subject to a statute or treaty described in RCW 62A.9A-311 (a); (2) An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer more than fifty thousand dollars, or ten percent of the total amount of the assignor's outstanding accounts and payment intangibles; (3) A sale of a payment intangible; (4) A sale of a promissory note; (5) A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services; (6) A security interest arising under RCW 62A.2-401 , 62A.2-505 , 62A.2-711 (3), or 62A.2A-508 (5), until the debtor obtains possession of the collateral; (7) A security interest of a collecting bank arising under RCW 62A.4-210 ; (8) A security interest of an issuer or nominated person arising under RCW 62A.5-118 ; (9) A security interest arising in the delivery of a financial asset under RCW 62A.9A-206 (c); (10) A security interest in investment property created by a broker or securities intermediary; (11) A security interest in a commodity contract or a commodity account created by a commodity intermediary; (12) An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and (13) A security interest created by an assignment of a beneficial interest in a decedent's estate.
RCW 62A.9A-614 — Washington Code / Title 62A / Chapter 9A / Section 9A-614
RCW 62A.9A-614: Contents and form of notification before disposition of collateral: Consumer-goods transaction.
Status: in_force

(a) Contents and form of notification. In a consumer-goods transaction, the following rules apply: (1) A notification of disposition must provide the following information: (A) The information specified in RCW 62A.9A-613 (a)(1); (B) A description of any liability for a deficiency of the person to which the notification is sent; (C) A telephone number from which the amount that must be paid to the secured party to redeem the collateral under RCW 62A.9A-623 is available; and (D) A telephone number or mailing address from which additional information concerning the disposition and the obligation secured is available. (2) A particular phrasing of the notification is not required. (3) The following form of notification, when completed in accordance with the instructions in subsection (b) of this section, provides sufficient information: (Name and address of secured party) (Date) NOTICE OF OUR PLAN TO SELL PROPERTY (Name and address of any obligor who is also a debtor) Subject: (Identify transaction) We have your (describe collateral) , because you broke promises in our agreement. {1} We will sell (describe collateral) at public sale. A sale could include a lease or license. The sale will be held as follows: (Date) (Time) (Place) You may attend the sale and bring bidders if you want. {2} We will sell (describe collateral) at private sale sometime after (date) . A sale could include a lease or license. {3} The money that we get from the sale, after paying our costs, will reduce the amount you owe. If we get less money than you owe, you (will or will not, as applicable) still owe us the difference. If we get more money than you owe, you will get the extra money, unless we must pay it to someone else. {4} You can get the property back at any time before we sell it by paying us the full amount you owe, not just the past due payments, including our expenses. To learn the exact amount you must pay, call us at (telephone number) . {5} If you want us to explain to you in (writing) (writing or in (description of electronic record)) (description of electronic record) how we have figured the amount that you owe us, {6} call us at (telephone number) (or) (write us at (secured party's address) ) (or contact us by (description of electronic communication method)) {7} and request (a written explanation) (a written explanation or an explanation in (description of electronic record)) (an explanation in (description of electronic record)). {8} We will charge you $ (amount) for the explanation if we sent you another written explanation of the amount you owe us within the last six months. {9} If you need more information about the sale (call us at (telephone number) ) (or) (write us at (secured party's address) ) (or contact us by (description of electronic communication method)). {10} We are sending this notice to the following other people who have an interest in (describe collateral) or who owe money under your agreement: (Names of all other debtors and obligors, if any) [End of Form] (b) Instructions for form of notification. The following instructions apply to the form of notification in subsection (a)(3) 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)(3) 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 either item {1}, if the notification relates to a public disposition of the collateral, or item {2}, if the notification relates to a private disposition of the collateral. (3) Include and complete items {3}, {4}, {5}, {6}, and {7}. (4) In item {5}, include and complete any one of the three alternative methods for the explanation — writing, writing or electronic record, or electronic record. (5) In item {6}, include the telephone number. In addition, the sender may include and complete either or both of the two additional alternative methods of communication — writing or electronic communication — for the recipient of the notification to communicate with the sender. Neither of the two additional methods of communication is required to be included. (6) In item {7}, include and complete the method or methods for the explanation — writing, writing or electronic record, or electronic record — included in item {5}. (7) Include and complete item {8} only if a written explanation is included in item {5} as a method for communicating the explanation and the sender will charge the recipient for another written explanation. (8) In item {9}, include either the telephone number or the address or both the telephone number and the address. In addition, the sender may include and complete the additional method of communication — electronic communication — for the recipient of the notification to communicate with the sender. The additional method of electronic communication is not required to be included. (9) If item {10} does not apply, insert "None" after "agreement:". (c)(1) A notification in the form of subsection (a)(3) of this section is sufficient, even if additional information appears at the end of the form. (2) A notification in the form of subsection (a)(3) of this section is sufficient, even if it includes errors in information not required by subsection (a)(1) of this section, unless the error is misleading with respect to rights arising under this Article. (3) If a notification under this section is not in the form of subsection (a)(3) of this section, law other than this Article determines the effect of including information not required by subsection (a)(1) of this section.
RCW 62A.7-205 — Washington Code / Title 62A / Chapter 7 / Section 7-205
RCW 62A.7-205: Title under warehouse receipt defeated in certain cases.
Status: in_force

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.
RCW 62A.2-307 — Washington Code / Title 62A / Chapter 2 / Section 2-307
RCW 62A.2-307: Delivery in single lot or several lots.
Status: in_force

Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
RCW 62A.9A-526 — Washington Code / Title 62A / Chapter 9A / Section 9A-526
RCW 62A.9A-526: Filing-office rules.
Status: in_force

(a) Adoption of filing-office rules. The department of licensing shall adopt and publish rules to implement this Article. The filing-office rules must be: (1) Consistent with this Article; and (2) Adopted and published in accordance with chapter 34.05 RCW. (b) Harmonization of rules. To keep the filing-office rules and practices of the filing office in harmony with the rules and practices of filing offices in other jurisdictions that enact substantially this part, and to keep the technology used by the filing office compatible with the technology used by filing offices in other jurisdictions that enact substantially this part, the department of licensing, so far as is consistent with the purposes, policies, and provisions of this Article, in adopting, amending, and repealing filing-office rules, shall: (1) Consult with filing offices in other jurisdictions that enact substantially this part; and (2) Consult the most recent version of the Model Rules promulgated by the International Association of Corporate Administrators or any successor organization; and (3) Take into consideration the rules and practices of, and the technology used by, filing offices in other jurisdictions that enact substantially this part.
RCW 62A.3-111 — Washington Code / Title 62A / Chapter 3 / Section 3-111
RCW 62A.3-111: Place of payment.
Status: in_force

Except as otherwise provided for items in Article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
RCW 62A.9A-506 — Washington Code / Title 62A / Chapter 9A / Section 9A-506
RCW 62A.9A-506: Effect of errors or omissions.
Status: in_force

(a) Minor errors and omissions. A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading. (b) Financing statement seriously misleading. Except as otherwise provided in subsection (c) of this section, a financing statement that fails sufficiently to provide the name of the debtor in accordance with RCW 62A.9A-503 (a) is seriously misleading. (c) Financing statement not seriously misleading. If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with RCW 62A.9A-503 (a), the name provided does not make the financing statement seriously misleading. (d) "Debtor's correct name." For purposes of RCW 62A.9A-508 (b), the "debtor's correct name" in subsection (c) of this section means the correct name of the new debtor.
RCW 62A.8-401 — Washington Code / Title 62A / Chapter 8 / Section 8-401
RCW 62A.8-401: Duty of issuer to register transfer.
Status: in_force

(1) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: (a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; (b) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; (c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (RCW 62A.8-402 ); (d) Any applicable law relating to the collection of taxes has been complied with; (e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with RCW 62A.8-204 ; (f) A demand that the issuer not register transfer has not become effective under RCW 62A.8-403 , or the issuer has complied with RCW 62A.8-403 (2) but no legal process or indemnity bond is obtained as provided in RCW 62A.8-403 (4); and (g) The transfer is in fact rightful or is to a protected purchaser. (2) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
RCW 62A.9A-303 — Washington Code / Title 62A / Chapter 9A / Section 9A-303
RCW 62A.9A-303: Law governing perfection and priority of security interests in goods covered by a certificate of title.
Status: in_force

(a) Applicability of section. This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor. (b) When goods covered by certificate of title. Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction. (c) Applicable law. The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.
RCW 62A.8-113 — Washington Code / Title 62A / Chapter 8 / Section 8-113
RCW 62A.8-113: Statute of frauds inapplicable.
Status: in_force

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
RCW 62A.5-1015 — Washington Code / Title 62A / Chapter 5 / Section 5-1015
RCW 62A.5-1015: Savings—Transition provision.
Status: repealed

A transaction arising out of or associated with a letter of credit that was issued before July 27, 1997, and the rights, obligations, and interests flowing from that transaction are governed by any statute or other law amended or repealed by chapter 56, Laws of 1997 as if repeal or amendment had not occurred and may be terminated, completed, consummated, or enforced under that statute or other law.
RCW 62A.1-301 — Washington Code / Title 62A / Chapter 1 / Section 1-301
RCW 62A.1-301: Territorial applicability; parties' power to choose applicable law.
Status: in_force

(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. (b) In the absence of an agreement effective under subsection (a) of this section, and except as provided in subsection (c) of this section, this title applies to transactions bearing an appropriate relation to this state. (c) If one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) RCW 62A.2-402 ; (2) RCW 62A.2A-105 and 62A.2A-106 ; (3) RCW 62A.4-102 ; (4) RCW 62A.4A-507 ; (5) RCW 62A.5-116 ; (6) RCW 62A.8-110 ; (7) RCW 62A.9A-301 through 62A.9A-307 ; and (8) RCW 62A.12-107 .
RCW 62A.3-405 — Washington Code / Title 62A / Chapter 3 / Section 3-405
RCW 62A.3-405: Employer's responsibility for fraudulent indorsement by employee.
Status: in_force

(a) In this section: (1) "Employee" includes an independent contractor and employee of an independent contractor retained by the employer. (2) "Fraudulent indorsement" means (i) in the case of an instrument payable to the employer, a forged indorsement purporting to be that of the employer, or (ii) in the case of an instrument with respect to which the employer is the issuer, a forged indorsement purporting to be that of the person identified as payee. (3) "Responsibility" with respect to instruments means authority (i) to sign or indorse instruments on behalf of the employer, (ii) to process instruments received by the employer for bookkeeping purposes, for deposit to an account, or for other disposition, (iii) to prepare or process instruments for issue in the name of the employer, (iv) to supply information determining the names or addresses of payees of instruments to be issued in the name of the employer, (v) to control the disposition of instruments to be issued in the name of the employer, or (vi) to act otherwise with respect to instruments in a responsible capacity. "Responsibility" does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail, or similar access. (b) For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent indorsement of the instrument, the indorsement is effective as the indorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss. (c) Under subsection (b), an indorsement is made in the name of the person to whom an instrument is payable if (i) it is made in a name substantially similar to the name of that person or (ii) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.
RCW 62A.3-404 — Washington Code / Title 62A / Chapter 3 / Section 3-404
RCW 62A.3-404: Impostors; fictitious payees.
Status: in_force

(a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indorsement of the instrument by any person in the name of the payee is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection. (b) If (i) a person whose intent determines to whom an instrument is payable (RCW 62A.3-110 (a) or (b)) does not intend the person identified as payee to have any interest in the instrument, or (ii) the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special indorsement: (1) Any person in possession of the instrument is its holder. (2) An indorsement by any person in the name of the payee stated in the instrument is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection. (c) Under subsection (a) or (b), an indorsement is made in the name of a payee if (i) it is made in a name substantially similar to that of the payee or (ii) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee. (d) With respect to an instrument to which subsection (a) or (b) applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure contributes to loss resulting from payment of the instrument, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.
RCW 62A.9A-107 — Washington Code / Title 62A / Chapter 9A / Section 9A-107
RCW 62A.9A-107: Control of letter-of-credit right.
Status: in_force

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under RCW 62A.5-114 (c) or otherwise applicable law or practice.
RCW 62A.1-308 — Washington Code / Title 62A / Chapter 1 / Section 1-308
RCW 62A.1-308: Performance or acceptance under reservation of rights.
Status: reserved

(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice," "under protest," or the like are sufficient. (b) Subsection (a) of this section does not apply to an accord and satisfaction.
RCW 62A.9A-204 — Washington Code / Title 62A / Chapter 9A / Section 9A-204
RCW 62A.9A-204: After-acquired property; future advances.
Status: in_force

(a) After-acquired collateral. Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral. (b) When after-acquired property clause not effective. Subject to subsection (b.1) of this section, a security interest does not attach, under a term constituting an after-acquired property clause, to: (1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or (2) A commercial tort claim. (b.1) Limitation on subsection (b) . Subsection (b) of this section does not prevent a security interest from attaching: (1) To consumer goods as proceeds under RCW 62A.9A-315 (a) or commingled goods under RCW 62A.9A-336 (c); (2) To a commercial tort claim as proceeds under RCW 62A.9A-315 (a); or (3) Under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim. (c) Future advances and other value. A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
RCW 62A.2-610 — Washington Code / Title 62A / Chapter 2 / Section 2-610
RCW 62A.2-610: Anticipatory repudiation.
Status: in_force

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may: (a) For a commercially reasonable time await performance by the repudiating party; or (b) Resort to any remedy for breach (RCW 62A.2-703 or 62A.2-711 ), even though he or she has notified the repudiating party that he or she would await the latter's performance and has urged retraction; and (c) In either case suspend his or her own performance or proceed in accordance with the provisions of this Article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (RCW 62A.2-704 ).
RCW 62A.9A-527 — Washington Code / Title 62A / Chapter 9A / Section 9A-527
RCW 62A.9A-527: Duty to report.
Status: in_force

The department of licensing shall report annually on or before December 31st to the governor on the operation of the filing office.
RCW 62A.9A-338 — Washington Code / Title 62A / Chapter 9A / Section 9A-338
RCW 62A.9A-338: Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
Status: in_force

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in RCW 62A.9A-516 (b)(5) which is incorrect at the time the financing statement is filed: (1) The security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and (2) A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral.
RCW 62A.4-502 — Washington Code / Title 62A / Chapter 4 / Section 4-502
RCW 62A.4-502: Presentment of "on arrival" drafts.
Status: in_force

If a draft or the relevant instructions require presentment "on arrival", "when goods arrive" or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.
RCW 62A.9A-329 — Washington Code / Title 62A / Chapter 9A / Section 9A-329
RCW 62A.9A-329: Priority of security interests in letter-of-credit right.
Status: in_force

The following rules govern priority among conflicting security interests in the same letter-of-credit right: (1) A security interest held by a secured party having control of the letter-of-credit right under RCW 62A.9A-107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control. (2) Security interests perfected by control under RCW 62A.9A-314 rank according to priority in time of obtaining control.
RCW 62A.9A-316 — Washington Code / Title 62A / Chapter 9A / Section 9A-316
RCW 62A.9A-316: Effect of change in governing law.
Status: in_force

(a) General rule: Effect on perfection of change in governing law. A security interest perfected pursuant to the law of the jurisdiction designated in RCW 62A.9A-301 (1), 62A.9A-305 (c), 62A.9A-3061 , or 62A.9A-3062 remains perfected until the earliest of: (1) The time perfection would have ceased under the law of that jurisdiction; (2) The expiration of four months after a change of the debtor's location to another jurisdiction; or (3) The expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction. (b) Security interest perfected or unperfected under law of new jurisdiction. If a security interest described in subsection (a) of this section becomes perfected under the law of the other jurisdiction before the earliest time or event described in subsection (a) of this section, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. (c) Possessory security interest in collateral moved to new jurisdiction. A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if: (1) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction; (2) Thereafter the collateral is brought into another jurisdiction; and (3) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction. (d) Goods covered by certificate of title from this state. Except as otherwise provided in subsection (e) of this section, a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered. (e) When subsection (d) security interest becomes unperfected against purchasers. A security interest described in subsection (d) of this section becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under RCW 62A.9A-311 (b) or 62A.9A-313 are not satisfied before the earlier of: (1) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this state; or (2) The expiration of four months after the goods had become so covered. (f) Change in jurisdiction of chattel paper, controllable electronic record, bank, issuer, nominated person, securities intermediary, or commodity intermediary. A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, remains perfected until the earlier of: (1) The time the security interest would have become unperfected under the law of that jurisdiction; or (2) The expiration of four months after a change of the applicable jurisdiction to another jurisdiction. (g) Subsection (f) of this section security interest perfected or unperfected under law of new jurisdiction. If a security interest described in subsection (f) of this section becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in subsection (f) of this section, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. (h) Effect on filed financing statement of change in governing law. The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction: (1) A financing statement filed before the change pursuant to the law of the jurisdiction designated in RCW 62A.9A-301 (1) or 62A.9A-305 (c) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location. (2) If a security interest perfected by a financing statement that is effective under (1) of this subsection (h) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in RCW 62A.9A-301 (1) or 62A.9A-305 (c) or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. (i) Effect of change in governing law on financing statement filed against original debtor. If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in RCW 62A.9A-301 (1) or 62A.9A-305 (c) and the new debtor is located in another jurisdiction, the following rules apply: (1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under RCW 62A.9A-203 (d), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor. (2) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in RCW 62A.9A-301 (1) or 62A.9A-305 (c) or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
RCW 62A.2A-404 — Washington Code / Title 62A / Chapter 2A / Section 2A-404
RCW 62A.2A-404: Substituted performance.
Status: in_force

(1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted. (2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation: (a) The lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and (b) If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive, or predatory.
RCW 62A.3-605 — Washington Code / Title 62A / Chapter 3 / Section 3-605
RCW 62A.3-605: Discharge of indorsers and accommodation parties.
Status: in_force

(a) In this section, the term "indorser" includes a drawer having the obligation described in RCW 62A.3-414 (d). (b) Discharge, under RCW 62A.3-604 , of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation party having a right of recourse against the discharged party. (c) If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an indorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the indorser or accommodation party proves that the extension caused loss to the indorser or accommodation party with respect to the right of recourse. (d) If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an indorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the indorser or accommodation party with respect to the right of recourse. The loss suffered by the indorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse. (e) If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an indorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent (i) the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or (ii) the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge. (f) If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection (e), the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge. (g) Under subsection (e) or (f), impairing value of an interest in collateral includes (i) failure to obtain or maintain perfection or recordation of the interest in collateral, (ii) release of collateral without substitution of collateral of equal value, (iii) failure to perform a duty to preserve the value of collateral owed, under *Article 9 or other law, to a debtor or surety or other person secondarily liable, or (iv) failure to comply with applicable law in disposing of collateral. (h) An accommodation party is not discharged under subsection (c), (d), or (e) unless the person entitled to enforce the instrument knows of the accommodation or has notice under RCW 62A.3-419 (c) that the instrument was signed for accommodation. (i) A party is not discharged under this section if (i) the party asserting discharge consents to the event or conduct that is the basis of the discharge, or (ii) the instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral.
RCW 62A.2A-532 — Washington Code / Title 62A / Chapter 2A / Section 2A-532
RCW 62A.2A-532: Lessor's rights to residual interest.
Status: in_force

In addition to any other recovery permitted by this Article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.
RCW 62A.8-508 — Washington Code / Title 62A / Chapter 8 / Section 8-508
RCW 62A.8-508: Duty of securities intermediary to change entitlement holder's position to other form of security holding.
Status: in_force

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if: (1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or (2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
RCW 62A.9A-315 — Washington Code / Title 62A / Chapter 9A / Section 9A-315
RCW 62A.9A-315: Secured party's rights on disposition of collateral and in proceeds.
Status: in_force

(a) Disposition of collateral: Continuation of security interest or agricultural lien; proceeds. Except as otherwise provided in this Article and in RCW 62A.2-403 (2): (1) A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; and (2) A security interest attaches to any identifiable proceeds of collateral. (b) When commingled proceeds identifiable. Proceeds that are commingled with other property are identifiable proceeds: (1) If the proceeds are goods, to the extent provided by RCW 62A.9A-336 ; and (2) If the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this Article with respect to commingled property of the type involved. (c) Perfection of security interest in proceeds. A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected. (d) Continuation of perfection. A perfected security interest in proceeds becomes unperfected on the twenty-first day after the security interest attaches to the proceeds unless: (1) The following conditions are satisfied: (A) A filed financing statement covers the original collateral; (B) The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and (C) The proceeds are not acquired with cash proceeds; (2) The proceeds are identifiable cash proceeds; or (3) The security interest in the proceeds is perfected other than under subsection (c) of this section when the security interest attaches to the proceeds or within twenty days thereafter. (e) When perfected security interest in proceeds becomes unperfected. If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subsection (d)(1) of this section becomes unperfected at the later of: (1) When the effectiveness of the filed financing statement lapses under RCW 62A.9A-515 or is terminated under RCW 62A.9A-513 ; or (2) The twenty-first day after the security interest attaches to the proceeds.
RCW 62A.11-108 — Washington Code / Title 62A / Chapter 11 / Section 11-108
RCW 62A.11-108: Presumption that rule of law continues unchanged.
Status: in_force

Unless a change in law has clearly been made, the provisions of the Uniform Commercial Code as amended by chapter 41, Laws of 1981 shall be deemed declaratory of the meaning of the Uniform Commercial Code as it existed before midnight June 30, 1982.
RCW 62A.9A-330 — Washington Code / Title 62A / Chapter 9A / Section 9A-330
RCW 62A.9A-330: Priority of purchaser of chattel paper or instrument.
Status: in_force

(a) Purchaser's priority: Security interest claimed merely as proceeds. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if: (1) In good faith and in the ordinary course of the purchaser's business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under RCW 62A.9A-105 of each authoritative electronic copy of the record evidencing the chattel paper; and (2) The authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser. (b) Purchaser's priority: Other security interests. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under RCW 62A.9A-105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser's business, and without knowledge that the purchase violates the rights of the secured party. (c) Chattel paper purchaser's priority in proceeds. Except as otherwise provided in RCW 62A.9A-327 , a purchaser having priority in chattel paper under subsection (a) or (b) of this section also has priority in proceeds of the chattel paper to the extent that: (1) RCW 62A.9A-322 provides for priority in the proceeds; or (2) The proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser's security interest in the proceeds is unperfected. (d) Instrument purchaser's priority. Except as otherwise provided in RCW 62A.9A-331 (a), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party. (e) Holder of purchase-money security interest gives new value. For purposes of subsections (a) and (b) of this section, the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory. (f) Indication of assignment gives knowledge. For purposes of subsections (b) and (d) of this section, if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.
RCW 62A.9A-808 — Washington Code / Title 62A / Chapter 9A / Section 9A-808
RCW 62A.9A-808: Person 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: (a) The secured party of record authorizes the filing; and (b) The filing is necessary under this part: (1) To continue the effectiveness of a financing statement filed before July 1, 2013; or (2) To perfect or continue the perfection of a security interest.
RCW 62A.9A-203 — Washington Code / Title 62A / Chapter 9A / Section 9A-203
RCW 62A.9A-203: Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
Status: in_force

(a) Attachment. A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment. (b) Enforceability. Except as otherwise provided in subsections (c) through (i) of this section, a security interest is enforceable against the debtor and third parties with respect to the collateral only if: (1) Value has been given; (2) The debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; and (3) One of the following conditions is met: (A) The debtor has signed a security agreement that provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned; (B) The collateral is not a certificated security and is in the possession of the secured party under RCW 62A.9A-313 pursuant to the debtor's security agreement; (C) The collateral is a certificated security in registered form and the security certificate has been delivered to the secured party under RCW 62A.8-301 pursuant to the debtor's security agreement; (D) The collateral is controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights, and the secured party has control under RCW 62A.7-106 , 62A.9A-104 , 62A.9A-105 , 62A.9A-106 , 62A.9A-107 , 62A.9A-1051 , or 62A.9A-1071 pursuant to the debtor's security agreement; or (E) The collateral is chattel paper and the secured party has possession and control under RCW 62A.9A-3141 pursuant to the debtor's security agreement. (c) Other UCC provisions. Subsection (b) of this section is subject to RCW 62A.4-210 on the security interest of a collecting bank, RCW 62A.5-118 on the security interest of a letter-of-credit issuer or nominated person, RCW 62A.9A-110 on a security interest arising under Article 2 or 2A, and RCW 62A.9A-206 on security interests in investment property. (d) When person becomes bound by another person's security agreement. A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this Article or by contract: (1) The security agreement becomes effective to create a security interest in the person's property; or (2) The person becomes generally obligated for the obligations of the other person, including the obligation secured under the security agreement, and acquires or succeeds to all or substantially all of the assets of the other person. (e) Effect of new debtor becoming bound. If a new debtor becomes bound as debtor by a security agreement entered into by another person: (1) The agreement satisfies subsection (b)(3) of this section with respect to existing or after-acquired property of the new debtor to the extent the property is described in the agreement; and (2) Another agreement is not necessary to make a security interest in the property enforceable. (f) Proceeds and supporting obligations. The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by RCW 62A.9A-315 and is also attachment of a security interest in a supporting obligation for the collateral. (g) Lien securing right to payment. The attachment of a security interest in a right to payment or performance secured by a security interest or other lien on personal or real property is also attachment of a security interest in the security interest, mortgage, or other lien. (h) Security entitlement carried in securities account. The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account. (i) Commodity contracts carried in commodity account. The attachment of a security interest in a commodity account is also attachment of a security interest in the commodity contracts carried in the commodity account.
RCW 62A.9A-603 — Washington Code / Title 62A / Chapter 9A / Section 9A-603
RCW 62A.9A-603: Agreement on standards concerning rights and duties.
Status: in_force

(a) Agreed standards. The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in RCW 62A.9A-602 if the standards are not manifestly unreasonable. (b) Agreed standards inapplicable to breach of peace. Subsection (a) of this section does not apply to the duty under RCW 62A.9A-609 to refrain from breaching the peace.
RCW 62A.9A-709 — Washington Code / Title 62A / Chapter 9A / Section 9A-709
RCW 62A.9A-709: Priority.
Status: in_force

(a) Law governing priority. Article 62A.9A RCW determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2001, *Article 62A.9 RCW determines priority. (b) Priority if security interest becomes enforceable under RCW 62A.9A-203 . For purposes of RCW 62A.9A-322 (a), the priority of a security interest that becomes enforceable under RCW 62A.9A-203 dates from July 1, 2001, if the security interest is perfected under Article 62A.9A RCW by the filing of a financing statement before July 1, 2001, which would not have been effective to perfect the security interest under *Article 62A.9 RCW. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.
RCW 62A.3-410 — Washington Code / Title 62A / Chapter 3 / Section 3-410
RCW 62A.3-410: Acceptance varying draft.
Status: in_force

(a) If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance. (b) The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place. (c) If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.
RCW 62A.9A-626 — Washington Code / Title 62A / Chapter 9A / Section 9A-626
RCW 62A.9A-626: Action in which deficiency or surplus is in issue.
Status: reserved

(a) Applicable rules if amount of deficiency or surplus in issue. In an action arising from a transaction in which the amount of a deficiency or surplus is in issue, the following rules apply: (1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue. (2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part. (3) Except as otherwise provided in RCW 62A.9A-628 , if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorneys' fees exceeds the greater of: (A) The proceeds of the collection, enforcement, disposition, or acceptance; or (B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance. (4) For purposes of (3)(B) of this subsection, the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorneys' fees unless the secured party proves that the amount is less than that sum. (b) [Reserved]
RCW 62A.9A-336 — Washington Code / Title 62A / Chapter 9A / Section 9A-336
RCW 62A.9A-336: Commingled goods.
Status: in_force

(a) "Commingled goods." In this section, "commingled goods" means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass. (b) No security interest in commingled goods as such. A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods. (c) Attachment of security interest to product or mass. If collateral becomes commingled goods, a security interest attaches to the product or mass. (d) Perfection of security interest. If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (c) of this section is perfected. (e) Priority of security interest. Except as otherwise provided in subsection (f) of this section, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (c) of this section. (f) Conflicting security interests in product or mass. If more than one security interest attaches to the product or mass under subsection (c) of this section, the following rules determine priority: (1) A security interest that is perfected under subsection (d) of this section has priority over a security interest that is unperfected at the time the collateral becomes commingled goods. (2) If more than one security interest is perfected under subsection (d) of this section, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.
RCW 62A.9A-520 — Washington Code / Title 62A / Chapter 9A / Section 9A-520
RCW 62A.9A-520: Acceptance and refusal to accept record.
Status: in_force

(a) Mandatory refusal to accept record. The filing office described in RCW 62A.9A-501 (a)(2) shall refuse to accept a record for filing for a reason set forth in RCW 62A.9A-516 (b). A filing office described in RCW 62A.9A-501 (a)(1) shall refuse to accept a record for filing for a reason set forth in RCW 62A.9A-516 (b) (1) through (4) and any filing office may refuse to accept a record for filing only for a reason set forth in RCW 62A.9A-516 (b). (b) Communication concerning refusal. If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing-office rule but, in the case of a filing office described in RCW 62A.9A-501 (a)(2), in no event more than two business days after the filing office receives the record. (c) When filed financing statement effective. A filed financing statement satisfying RCW 62A.9A-502 (a) and (b) is effective, even if the filing office is required to refuse to accept it for filing under subsection (a) of this section. However, RCW 62A.9A-338 applies to a filed financing statement providing information described in RCW 62A.9A-516 (b)(5) which is incorrect at the time the financing statement is filed. (d) Separate application to multiple debtors. If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.
RCW 62A.2-207 — Washington Code / Title 62A / Chapter 2 / Section 2-207
RCW 62A.2-207: Additional terms in acceptance or confirmation.
Status: in_force

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received. (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Title.
RCW 62A.3-304 — Washington Code / Title 62A / Chapter 3 / Section 3-304
RCW 62A.3-304: Overdue instrument.
Status: in_force

(a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) On the day after the day demand for payment is duly made; (2) If the instrument is a check, 90 days after its date; or (3) If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade. (b) With respect to an instrument payable at a definite time the following rules apply: (1) If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured. (2) If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date. (3) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date. (c) Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.
RCW 62A.2A-516 — Washington Code / Title 62A / Chapter 2A / Section 2A-516
RCW 62A.2A-516: Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.
Status: in_force

(1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. (2) A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this Article or the lease agreement for nonconformity. (3) If a tender has been accepted: (a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified; (b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like (RCW 62A.2A-211 ) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and (c) The burden is on the lessee to establish any default. (4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over the following apply: (a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound. (b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like (RCW 62A.2A-211 ) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred. (5) Subsections (3) and (4) of this section apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like (RCW 62A.2A-211 ).
RCW 62A.12A-304 — Washington Code / Title 62A / Chapter 12A / Section 12A-304
RCW 62A.12A-304: Effectiveness of actions taken before effective date.
Status: in_force

(a) Preeffective-date action; attachment and perfection before adjustment date. If action, other than the filing of a financing statement, is taken before January 1, 2024, and the action would have resulted in perfection of the security interest had the security interest become enforceable before January 1, 2024, the action is effective to perfect a security interest that attaches under chapter 266, Laws of 2023 before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under chapter 266, Laws of 2023 before the adjustment date. (b) Preeffective-date filing. The filing of a financing statement before January 1, 2024, is effective to perfect a security interest on January 1, 2024, to the extent the filing would satisfy the requirements for perfection under chapter 266, Laws of 2023. (c) Preeffective-date enforceability action. The taking of an action before January 1, 2024, is sufficient for the enforceability of a security interest on January 1, 2024, if the action would satisfy the requirements for enforceability under chapter 266, Laws of 2023.
RCW 62A.9A-106 — Washington Code / Title 62A / Chapter 9A / Section 9A-106
RCW 62A.9A-106: Control of investment property.
Status: in_force

(a) Control under RCW 62A.8-106 . A person has control of a certificated security, uncertificated security, or security entitlement as provided in RCW 62A.8-106 . (b) Control of commodity contract. A secured party has control of a commodity contract if: (1) The secured party is the commodity intermediary with which the commodity contract is carried; or (2) The commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer. (c) Effect of control of securities account or commodity account. A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
RCW 62A.2-328 — Washington Code / Title 62A / Chapter 2 / Section 2-328
RCW 62A.2-328: Sale by auction.
Status: reserved

(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his or her discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. (3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve, the auctioneer may withdraw the goods at any time until he or she announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his or her bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid. (4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his or her option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.
RCW 62A.3-413 — Washington Code / Title 62A / Chapter 3 / Section 3-413
RCW 62A.3-413: Obligation of acceptor.
Status: in_force

(a) The acceptor of a draft is obliged to pay the draft (i) according to its terms at the time it was accepted, even though the acceptance states that the draft is payable "as originally drawn" or equivalent terms, (ii) if the acceptance varies the terms of the draft, according to the terms of the draft as varied, or (iii) if the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in RCW 62A.3-115 and 62A.3-407 . The obligation is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under RCW 62A.3-414 or 62A.3-415 . (b) If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If (i) the certification or acceptance does not state an amount, (ii) the amount of the instrument is subsequently raised, and (iii) the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.
RCW 62A.9A-604 — Washington Code / Title 62A / Chapter 9A / Section 9A-604
RCW 62A.9A-604: Procedure if security agreement covers real property, fixtures, or manufactured home.
Status: in_force

(a) Enforcement: Personal and real property. If a security agreement covers both personal and real property, a secured party may proceed: (1) Under this part as to the personal property without prejudicing any rights with respect to the real property; or (2) As to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply. (b) Enforcement: Fixtures. Subject to subsection (c) of this section, if a security agreement covers goods that are or become fixtures, a secured party may proceed: (1) Under this part; or (2) In accordance with the rights with respect to real property, in which case the other provisions of this part do not apply. (c) Removal of fixtures or manufactured home. Subject to the other provisions of this part, if a secured party holding a security interest in fixtures or a manufactured home has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property. (d) Injury caused by removal. A secured party that removes collateral consisting of fixtures or a manufactured home shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
RCW 62A.12-105 — Washington Code / Title 62A / Chapter 12 / Section 12-105
RCW 62A.12-105: Control of controllable electronic record.
Status: in_force

(a) General rule: Control of controllable electronic record. A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded: (1) Gives the person: (A) Power to avail itself of substantially all the benefit from the electronic record; and (B) Exclusive power, subject to subsection (b) of this section, to: (i) Prevent others from availing themselves of substantially all the benefit from the electronic record; and (ii) Transfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; and (2) Enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers specified in (1) of this subsection. (b) Meaning of exclusive. Subject to subsection (c) of this section, a power is exclusive under subsection (a)(1)(B)(i) and (ii) of this section even if: (1) The controllable electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; or (2) The power is shared with another person. (c) When power not shared with another person. A power of a person is not shared with another person under subsection (b)(2) of this section and the person's power is not exclusive if: (1) The person can exercise the power only if the power also is exercised by the other person; and (2) The other person: (A) Can exercise the power without exercise of the power by the person; or (B) Is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record. (d) Presumption of exclusivity of certain powers. If a person has the powers specified in subsection (a)(1)(B)(i) and (ii) of this section, the powers are presumed to be exclusive. (e) Control through another person. A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record: (1) Has control of the electronic record and acknowledges that it has control on behalf of the person; or (2) Obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person. (f) No requirement to acknowledge. A person that has control under this section is not required to acknowledge that it has control on behalf of another person. (g) No duties or confirmation. If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article or Article 9A of this title otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
RCW 62A.2-701 — Washington Code / Title 62A / Chapter 2 / Section 2-701
RCW 62A.2-701: Remedies for breach of collateral contracts not impaired.
Status: in_force

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this Article.
RCW 62A.1-304 — Washington Code / Title 62A / Chapter 1 / Section 1-304
RCW 62A.1-304: Obligation of good faith.
Status: in_force

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
RCW 62A.2A-510 — Washington Code / Title 62A / Chapter 2A / Section 2A-510
RCW 62A.2A-510: Installment lease contracts: Rejection and default.
Status: in_force

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (2) of this section and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery. (2) Whenever nonconformity or default with respect to one or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries.
RCW 62A.2-304 — Washington Code / Title 62A / Chapter 2 / Section 2-304
RCW 62A.2-304: Price payable in money, goods, realty, or otherwise.
Status: in_force

(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he or she is to transfer. (2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
RCW 62A.2-510 — Washington Code / Title 62A / Chapter 2 / Section 2-510
RCW 62A.2-510: Effect of breach on risk of loss.
Status: in_force

(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection, the risk of their loss remains on the seller until cure or acceptance. (2) Where the buyer rightfully revokes acceptance, he or she may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as having rested on the seller from the beginning. (3) Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him or her, the seller may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
RCW 62A.3-601 — Washington Code / Title 62A / Chapter 3 / Section 3-601
RCW 62A.3-601: Discharge and effect of discharge.
Status: in_force

(a) The obligation of a party to pay the instrument is discharged as stated in this Article or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract. (b) Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.
RCW 62A.2-313 — Washington Code / Title 62A / Chapter 2 / Section 2-313
RCW 62A.2-313: Express warranties by affirmation, promise, description, sample.
Status: in_force

(1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. (b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. (c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model. (2) It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that he or she have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.
RCW 62A.2-312 — Washington Code / Title 62A / Chapter 2 / Section 2-312
RCW 62A.2-312: Warranty of title and against infringement; buyer's obligation against infringement.
Status: in_force

(1) Subject to subsection (2) of this section, there is in a contract for sale a warranty by the seller that: (a) The title conveyed shall be good, and its transfer rightful; and (b) The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge. (2) A warranty under subsection (1) of this section will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or herself or that he or she is purporting to sell only such right or title as he or she or a third person may have. (3) Unless otherwise agreed, a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
RCW 62A.9A-305 — Washington Code / Title 62A / Chapter 9A / Section 9A-305
RCW 62A.9A-305: Law governing perfection and priority of security interests in investment property.
Status: in_force

(a) Governing law: General rules. Except as otherwise provided in subsection (c) of this section, the following rules apply: (1) While a security certificate 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 the certificated security represented thereby. (2) The local law of the issuer's jurisdiction as specified in RCW 62A.8-110 (4) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security. (3) The local law of the securities intermediary's jurisdiction as specified in RCW 62A.8-110 (5) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account. (4) The local law of the commodity intermediary's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account. (5) (2), (3), and (4) of this subsection apply even if the transaction does not bear any relation to the jurisdiction. (b) Commodity intermediary's jurisdiction. The following rules determine a commodity intermediary's jurisdiction for purposes of this part: (1) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary's jurisdiction for purposes of this part, this Article, or the Uniform Commercial Code, that jurisdiction is the commodity intermediary's jurisdiction. (2) If (1) of this subsection does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction. (3) If neither (1) nor (2) of this subsection applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction. (4) If (1) through (3) of this subsection do not apply, the commodity intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer's account is located. (5) If (1) through (4) of this subsection do not apply, the commodity intermediary's jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located. (c) When perfection governed by law of jurisdiction where debtor located. The local law of the jurisdiction in which the debtor is located governs: (1) Perfection of a security interest in investment property by filing; (2) Automatic perfection of a security interest in investment property created by a broker or securities intermediary; and (3) Automatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary.
RCW 62A.4A-506 — Washington Code / Title 62A / Chapter 4A / Section 4A-506
RCW 62A.4A-506: Rate of interest.
Status: in_force

(a) If, under this Article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and receiving bank, or (ii) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system. (b) If the amount of interest is not determined by an agreement or rule as stated in subsection (a) of this section, the amount is calculated by multiplying the applicable federal funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable federal funds rate is the average of the federal funds rates published by the federal reserve bank of New York for each of the days for which interest is payable divided by three hundred sixty. The federal funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
RCW 62A.10-103 — Washington Code / Title 62A / Chapter 10 / Section 10-103
RCW 62A.10-103: General repealer.
Status: repealed

Except as provided in the following section, all acts and parts of acts inconsistent with this Title are hereby repealed.
RCW 62A.4-207 — Washington Code / Title 62A / Chapter 4 / Section 4-207
RCW 62A.4-207: Transfer warranties.
Status: in_force

(a) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that: (1) The warrantor is a person entitled to enforce the item; (2) All signatures on the item are authentic and authorized; (3) The item has not been altered; (4) The item is not subject to a defense or claim in recoupment (RCW 62A.3-305 (a)) of any party that can be asserted against the warrantor; and (5) The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer. (b) If an item is dishonored, a customer or collecting bank transferring the item and receiving settlement or other consideration is obliged to pay the amount due on the item (i) according to the terms of the item at the time it was transferred, or (ii) if the transfer was of an incomplete item, according to its terms when completed as stated in RCW 62A.3-115 and 62A.3-407 . The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an indorsement stating that it is made "without recourse" or otherwise disclaiming liability. (c) A person to whom the warranties under subsection (a) are made and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the item plus expenses and loss of interest incurred as a result of the breach. (d) The warranties stated in subsection (a) cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within thirty days after the claimant has reason to know of the breach and the identity of the warrantor, the warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim. (e) A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.
RCW 62A.9A-210 — Washington Code / Title 62A / Chapter 9A / Section 9A-210
RCW 62A.9A-210: Request for accounting; request regarding list of collateral or statement of account.
Status: in_force

(a) Definitions. In this section: (1) "Request" means a record of a type described in (2), (3), or (4) of this subsection. (2) "Request for an accounting" means a record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request. (3) "Request regarding a list of collateral" means a record signed by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request. (4) "Request regarding a statement of account" means a record signed by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request. (b) Duty to respond to requests. Subject to subsections (c), (d), (e), and (f) of this section, a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within fourteen days after receipt: (1) In the case of a request for an accounting, by signing and sending to the debtor an accounting; and (2) In the case of a request regarding a list of collateral or a request regarding a statement of account, by signing and sending to the debtor an approval or correction. (c) Request regarding list of collateral; statement concerning type of collateral. A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed record including a statement to that effect within 14 days after receipt. (d) Request regarding list of collateral; no interest claimed. A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record: (1) Disclaiming any interest in the collateral; and (2) If known to the recipient, providing the name and mailing address of any assignee of, or successor to, the recipient's interest in the collateral. (e) Request for accounting or regarding statement of account; no interest in obligation claimed. A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within fourteen days after receipt by sending to the debtor a signed record: (1) Disclaiming any interest in the obligations; and (2) If known to the recipient, providing the name and mailing address of any assignee of, or successor to, the recipient's interest in the obligations. (f) Charges for responses. A debtor is entitled without charge to one response to a request under this section during any six-month period. The secured party may require payment of a charge not exceeding twenty-five dollars for each additional response.
RCW 62A.8-406 — Washington Code / Title 62A / Chapter 8 / Section 8-406
RCW 62A.8-406: Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
Status: in_force

If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under RCW 62A.8-404 or a claim to a new security certificate under RCW 62A.8-405 .
RCW 62A.5-103 — Washington Code / Title 62A / Chapter 5 / Section 5-103
RCW 62A.5-103: Scope.
Status: in_force

(a) This Article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement of a rule in this Article does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this Article. (c) With the exception of this subsection, subsections (a) and (d) of this section, RCW 62A.5-102 (a) (9) and (10), 62A.5-106 (d), and 62A.5-114 (d), and except to the extent prohibited in RCW 62A.1-302 and 62A.5-117 (d), the effect of this Article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this Article. (d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
RCW 62A.3-402 — Washington Code / Title 62A / Chapter 3 / Section 3-402
RCW 62A.3-402: Signature by representative.
Status: in_force

(a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the "authorized signature of the represented person" and the represented person is liable on the instrument, whether or not identified in the instrument. (b) If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply: (1) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument. (2) Subject to subsection (c), if (i) the form of the signature does not show unambiguously that the signature is made in a representative capacity or (ii) the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument. (c) If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.
RCW 62A.4-206 — Washington Code / Title 62A / Chapter 4 / Section 4-206
RCW 62A.4-206: Transfer between banks.
Status: in_force

Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank.
RCW 62A.2-320 — Washington Code / Title 62A / Chapter 2 / Section 2-320
RCW 62A.2-320: C.I.F. and C.&F. terms.
Status: in_force

(1) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C.&F. or C.F. means that the price so includes cost and freight to the named destination. (2) Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his or her own expense and risk to: (a) Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and (b) Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and (c) Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and (d) Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and (e) Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights. (3) Unless otherwise agreed, the term C.&F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance. (4) Under the term C.I.F. or C.&F., unless otherwise agreed, the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
RCW 62A.3-604 — Washington Code / Title 62A / Chapter 3 / Section 3-604
RCW 62A.3-604: Discharge by cancellation or renunciation.
Status: in_force

(a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument (i) by an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation, or cancellation of the instrument, cancellation or striking out of the party's signature, or the addition of words to the instrument indicating discharge, or (ii) by agreeing not to sue or otherwise renouncing rights against the party by a signed writing. The obligation of a party to pay a check is not discharged solely by destruction of the check in connection with a process in which information is extracted from the check and an image of the check is made and, subsequently, the information and image are transmitted for payment. (b) Cancellation or striking out of an indorsement pursuant to subsection (a) does not affect the status and rights of a party derived from the indorsement.
RCW 62A.4-105 — Washington Code / Title 62A / Chapter 4 / Section 4-105
RCW 62A.4-105: "Bank"; "depositary bank"; "payor bank"; "intermediary bank"; "collecting bank"; "presenting bank".
Status: in_force

In this Article: (1) "Bank" means a person engaged in the business of banking, including a savings bank, savings and loan association, credit union, or trust company; (2) "Depositary bank" means the first bank to take an item even though it is also the payor bank, unless the item is presented for immediate payment over the counter; (3) "Payor bank" means a bank that is the drawee of a draft; (4) "Intermediary bank" means a bank to which an item is transferred in course of collection except the depositary or payor bank; (5) "Collecting bank" means a bank handling the item for collection except the payor bank; (6) "Presenting bank" means a bank presenting an item except a payor bank.
RCW 62A.2-508 — Washington Code / Title 62A / Chapter 2 / Section 2-508
RCW 62A.2-508: Cure by seller of improper tender or delivery; replacement.
Status: in_force

(1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his or her intention to cure and may then within the contract time make a conforming delivery. (2) Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance, the seller may if he or she seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
RCW 62A.2-311 — Washington Code / Title 62A / Chapter 2 / Section 2-311
RCW 62A.2-311: Options and cooperation respecting performance.
Status: in_force

(1) An agreement for sale which is otherwise sufficiently definite (RCW 62A.2-204 (3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness. (2) Unless otherwise agreed, specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in RCW 62A.2-319 (1)(c) and (3) specifications or arrangements relating to shipment are at the seller's option. (3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies: (a) Is excused for any resulting delay in his or her own performance; and (b) May also either proceed to perform in any reasonable manner or after the time for a material part of his or her own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
RCW 62A.9A-608 — Washington Code / Title 62A / Chapter 9A / Section 9A-608
RCW 62A.9A-608: Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
Status: in_force

(a) Application of proceeds, surplus, and deficiency if obligation secured. If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: (1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under RCW 62A.9A-607 in the following order to: (A) The reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorneys' fees and legal expenses incurred by the secured party; (B) The satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and (C) The satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives a signed demand for proceeds before distribution of the proceeds is completed. (2) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder's demand under (1)(C) of this subsection. (3) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under RCW 62A.9A-607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner. (4) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency. (b) 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, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.
RCW 62A.4A-301 — Washington Code / Title 62A / Chapter 4A / Section 4A-301
RCW 62A.4A-301: Execution and execution date.
Status: in_force

(a) A payment order is "executed" by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank. A payment order received by the beneficiary's bank can be accepted but cannot be executed. (b) "Execution date" of a payment order means the day on which the receiving bank may properly issue a payment order in execution of the sender's order. The execution date may be determined by instruction of the sender but cannot be earlier than the day the order is received and, unless otherwise determined, is the day the order is received. If the sender's instruction states a payment date, the execution date is the payment date or an earlier date on which execution is reasonably necessary to allow payment to the beneficiary on the payment date.
RCW 62A.3-408 — Washington Code / Title 62A / Chapter 3 / Section 3-408
RCW 62A.3-408: Drawee not liable on unaccepted draft.
Status: in_force

A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.
RCW 62A.4A-302 — Washington Code / Title 62A / Chapter 4A / Section 4A-302
RCW 62A.4A-302: Obligations of receiving bank in execution of payment order.
Status: in_force

(a) Except as provided in subsections (b) through (d) of this section, if the receiving bank accepts a payment order pursuant to RCW 62A.4A-209 (a), the bank has the following obligations in executing the order. (1) The receiving bank is obliged to issue, on the execution date, a payment order complying with the sender's order and to follow the sender's instructions concerning (i) any intermediary bank or funds-transfer system to be used in carrying out the funds transfer, or (ii) the means by which payment orders are to be transmitted in the funds transfer. If the originator's bank issues a payment order to an intermediary bank, the originator's bank is obliged to instruct the intermediary bank according to the instruction of the originator. An intermediary bank in the funds transfer is similarly bound by an instruction given to it by the sender of the payment order it accepts. (2) If the sender's instruction states that the funds transfer is to be carried out telephonically or by wire transfer or otherwise indicates that the funds transfer is to be carried out by the most expeditious means, the receiving bank is obliged to transmit its payment order by the most expeditious available means, and to instruct any intermediary bank accordingly. If a sender's instruction states a payment date, the receiving bank is obliged to transmit its payment order at a time and by means reasonably necessary to allow payment to the beneficiary on the payment date or as soon thereafter as is feasible. (b) Unless otherwise instructed, a receiving bank executing a payment order may (i) use any funds-transfer system if use of that system is reasonable in the circumstances, and (ii) issue a payment order to the beneficiary's bank or to an intermediary bank through which a payment order conforming to the sender's order can expeditiously be issued to the beneficiary's bank if the receiving bank exercises ordinary care in the selection of the intermediary bank. A receiving bank is not required to follow an instruction of the sender designating a funds-transfer system to be used in carrying out the funds transfer if the receiving bank, in good faith, determines that it is not feasible to follow the instruction or that following the instruction would unduly delay completion of the funds transfer. (c) Unless subsection (a)(2) of this section applies or the receiving bank is otherwise instructed, the bank may execute a payment order by transmitting its payment order by first class mail or by any means reasonable in the circumstances. If the receiving bank is instructed to execute the sender's order by transmitting its payment order by a particular means, the receiving bank may issue its payment order by the means stated or by any means as expeditious as the means stated. (d) Unless instructed by the sender, (i) the receiving bank may not obtain payment of its charges for services and expenses in connection with the execution of the sender's order by issuing a payment order in an amount equal to the amount of the sender's order less the amount of the charges, and (ii) may not instruct a subsequent receiving bank to obtain payment of its charges in the same manner.
RCW 62A.8-201 — Washington Code / Title 62A / Chapter 8 / Section 8-201
RCW 62A.8-201: Issuer.
Status: in_force

(1) With respect to an obligation on or a defense to a security, an "issuer" includes a person that: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate; (b) Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security; (c) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or (d) Becomes responsible for, or in place of, another person described as an issuer in this section. (2) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate. (3) With respect to registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
RCW 62A.4-215 — Washington Code / Title 62A / Chapter 4 / Section 4-215
RCW 62A.4-215: Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.
Status: in_force

(a) An item is finally paid by a payor bank when the bank has first done any of the following: (1) Paid the item in cash; (2) Settled for the item without having a right to revoke the settlement under statute, clearing-house rule, or agreement; or (3) Made a provisional settlement for the item and failed to revoke the settlement in the time and manner permitted by statute, clearing-house rule, or agreement. (b) If provisional settlement for an item does not become final, the item is not finally paid. (c) If provisional settlement for an item between the presenting and payor banks is made through a clearinghouse or by debits or credits in an account between them, then to the extent that provisional debits or credits for the item are entered in accounts between the presenting and payor banks or between the presenting and successive prior collecting banks seriatim, they become final upon final payment of the item by the payor bank. (d) If a collecting bank receives a settlement for an item which is or becomes final, the bank is accountable to its customer for the amount of the item and any provisional credit given for the item in an account with its customer becomes final. (e) Subject to (i) applicable law stating a time for availability of funds and (ii) any right of the bank to apply the credit to an obligation of the customer, credit given by a bank for an item in a customer's account becomes available for withdrawal as of right: (1) If the bank has received a provisional settlement for the item, when the settlement becomes final and the bank has had a reasonable time to receive return of the item and the item has not been received within that time; (2) If the bank is both the depositary bank and the payor bank, and the item is finally paid, at the opening of the bank's second banking day following receipt of the item. (f) Subject to applicable law stating a time for availability of funds and any right of a bank to apply a deposit to an obligation of the depositor, a deposit of money becomes available for withdrawal as of right at the opening of the bank's next banking day after receipt of the deposit.
RCW 62A.9A-501 — Washington Code / Title 62A / Chapter 9A / Section 9A-501
RCW 62A.9A-501: Filing office.
Status: in_force

(a) Filing offices. Except as otherwise provided in subsection (b) of this section, if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is: (1) The office designated for the filing or recording of a record of a mortgage on the related real property, if: (A) The collateral is as-extracted collateral or timber to be cut; or (B) The financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or (2) The department of licensing, in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing. (b) Filing office for transmitting utilities. The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the department of licensing. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.
RCW 62A.2-210 — Washington Code / Title 62A / Chapter 2 / Section 2-210
RCW 62A.2-210: Delegation of performance; assignment of rights.
Status: in_force

(1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. (2) Except as otherwise provided in RCW 62A.9A-406 , unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him or her by his or her contract, or impair materially his or her chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his or her entire obligation can be assigned despite agreement otherwise. (3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) of this section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (a) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (b) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement. (4) Unless the circumstances indicate the contrary, a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance. (5) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him or her to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract. (6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee (RCW 62A.2-609 ). (7) Notwithstanding subsections (2) and (3) of this section, an assignment that would be a breach but for the provisions of RCW 62A.9A-406 may create reasonable grounds for insecurity with respect to the due performance of the assignor (RCW 62A.2-609 ).
RCW 62A.4-214 — Washington Code / Title 62A / Chapter 4 / Section 4-214
RCW 62A.4-214: Right of charge-back or refund; liability of collecting bank; return of item.
Status: in_force

(a) If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or otherwise to receive a settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer's account, or obtain refund from its customer, whether or not it is able to return the items, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank's midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit, or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge-back, and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final. (b) A collecting bank returns an item when it is sent or delivered to the bank's customer or transferor or pursuant to its instructions. (c) A depositary bank that is also the payor may charge-back the amount of an item to its customer's account or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (RCW 62A.4-301 ). (d) The right to charge-back is not affected by: (1) Previous use of a credit given for the item; or (2) Failure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable. (e) A failure to charge-back or claim refund does not affect other rights of the bank against the customer or any other party. (f) If credit is given in dollars as the equivalent of the value of an item payable in a foreign money, the dollar amount of any charge-back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge-back or refund learns that it will not receive payment in ordinary course.
RCW 62A.9A-516 — Washington Code / Title 62A / Chapter 9A / Section 9A-516
RCW 62A.9A-516: What constitutes filing; effectiveness of filing.
Status: in_force

(a) What constitutes filing. Except as otherwise provided in subsection (b) of this section, communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing. (b) Refusal to accept record; filing does not occur. Filing does not occur with respect to a record that a filing office refuses to accept because: (1) The record is not communicated by a method or medium of communication authorized by the filing office; (2) An amount equal to or greater than the applicable filing fee is not tendered or, in the case of a filing office described in RCW 62A.9A-501 (a)(1), an amount equal to the applicable filing fee is not tendered; (3) The filing office is unable to index the record because: (A) In the case of an initial financing statement, the record does not provide a name for the debtor; (B) In the case of an amendment or information statement, the record: (i) Does not identify the initial financing statement as required by RCW 62A.9A-512 or 62A.9A-518 , as applicable; or (ii) Identifies an initial financing statement whose effectiveness has lapsed under RCW 62A.9A-515 ; (C) In the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor's surname; or (D) In the case of a record filed or recorded in the filing office described in RCW 62A.9A-501 (a)(1), the record does not provide a name for the debtor or a sufficient description of the real property to which the record relates; (4) In the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record; (5) In the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not: (A) Provide a mailing address for the debtor; or (B) Indicate whether the name provided as the name of the debtor is the name of an individual or an organization; (6) In the case of an assignment reflected in an initial financing statement under RCW 62A.9A-514 (a) or an amendment filed under RCW 62A.9A-514 (b), the record does not provide a name and mailing address for the assignee; or (7) In the case of a continuation statement, the record is not filed within the six-month period prescribed by RCW 62A.9A-515 (d). (c) Rules applicable to subsection (b) of this section. For purposes of subsection (b) of this section: (1) A record does not provide information if the filing office is unable to read or decipher the information; and (2) A record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by RCW 62A.9A-512 , 62A.9A-514 , or 62A.9A-518 , is an initial financing statement. (d) Refusal to accept record; record effective as filed record. A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection (b) of this section, is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.
RCW 62A.12A-101 — Washington Code / Title 62A / Chapter 12A / Section 12A-101
RCW 62A.12A-101: Short title.
Status: in_force

This Article may be cited as transitional provisions for Uniform Commercial Code Amendments (2022).
RCW 62A.8-304 — Washington Code / Title 62A / Chapter 8 / Section 8-304
RCW 62A.8-304: Indorsement.
Status: in_force

(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (2) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement. (3) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate. (4) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied. (5) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses. (6) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in RCW 62A.8-108 and not an obligation that the security will be honored by the issuer.
RCW 62A.9A-601 — Washington Code / Title 62A / Chapter 9A / Section 9A-601
RCW 62A.9A-601: Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
Status: in_force

(a) Rights of secured party after default. After default, a secured party has the rights provided in this part and, except as otherwise provided in RCW 62A.9A-602 , those provided by agreement of the parties. A secured party: (1) May reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure; and (2) If the collateral is documents, may proceed either as to the documents or as to the goods they cover. (b) Rights and duties of secured party in possession or control. A secured party in possession of collateral or control of collateral under RCW 62A.7-106 , 62A.9A-104 , 62A.9A-105 , 62A.9A-106 , 62A.9A-107 , 62A.9A-1051 , or 62A.9A-1071 has the rights and duties provided in RCW 62A.9A-207 . (c) Rights cumulative; simultaneous exercise. The rights under subsections (a) and (b) of this section are cumulative and may be exercised simultaneously. (d) Rights of debtor and obligor. Except as otherwise provided in subsection (g) of this section and RCW 62A.9A-605 , after default, a debtor and an obligor have the rights provided in this part and by agreement of the parties. (e) Lien of levy after judgment. If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of: (1) The date of perfection of the security interest or agricultural lien in the collateral; (2) The date of filing a financing statement covering the collateral; or (3) Any date specified in a statute under which the agricultural lien was created. (f) Execution sale. A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this Article. (g) Consignor or buyer of certain rights to payment. Except as otherwise provided in RCW 62A.9A-607 (c), this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes. (h) Enforcement restrictions. All rights and remedies provided in this part with respect to promissory notes or an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license, or franchise, are subject to RCW 62A.9A-408 to the extent applicable.
RCW 62A.2-308 — Washington Code / Title 62A / Chapter 2 / Section 2-308
RCW 62A.2-308: Absence of specified place for delivery.
Status: in_force

Unless otherwise agreed: (a) The place for delivery of goods is the seller's place of business or if he or she has none his or her residence; but (b) In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and (c) Documents of title may be delivered through customary banking channels.
RCW 62A.2A-205 — Washington Code / Title 62A / Chapter 2A / Section 2A-205
RCW 62A.2A-205: Firm offers.
Status: in_force

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
RCW 62A.3-515 — Washington Code / Title 62A / Chapter 3 / Section 3-515
RCW 62A.3-515: Checks dishonored by nonacceptance or nonpayment; liability for interest; rate; collection costs and attorneys' fees; satisfaction of claim.
Status: in_force

(a) If a check as defined in RCW 62A.3-104 is dishonored by nonacceptance or nonpayment, the payee or person entitled to enforce the check under RCW 62A.3-301 may collect a reasonable handling fee for each instrument. If the check is not paid within fifteen days and after the person entitled to enforce the check or the person's agent sends a notice of dishonor as provided by RCW 62A.3-520 to the drawer at the drawer's last known address, and if the instrument does not provide for the payment of interest or collection costs and attorneys' fees, the drawer of the instrument is liable for payment of interest at the rate of twelve percent per annum from the date of dishonor, and cost of collection not to exceed forty dollars or the face amount of the check, whichever is less, payable to the person entitled to enforce the check. In addition, in the event of court action on the check, the court, after notice and the expiration of the fifteen days, shall award reasonable attorneys' fees, and three times the face amount of the check or three hundred dollars, whichever is less, as part of the damages payable to the person enforcing the check. This section does not apply to an instrument that is dishonored by reason of a justifiable stop payment order. (b)(1) Subsequent to the commencement of an action on the check (subsection (a)) but prior to the hearing, the defendant may tender to the plaintiff as satisfaction of the claim, an amount of money equal to the face amount of the check, a reasonable handling fee, accrued interest, collection costs equal to the face amount of the check not to exceed forty dollars, and the incurred court costs, service costs, and statutory attorneys' fees. (2) Nothing in this section precludes the right to commence action in a court under chapter 12.40 RCW for small claims.
RCW 62A.2A-506 — Washington Code / Title 62A / Chapter 2A / Section 2A-506
RCW 62A.2A-506: Statute of limitations.
Status: in_force

(1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one year. (2) A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later. (3) If an action commenced within the time limited by subsection (1) of this section is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute. (4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this Article becomes effective.
RCW 62A.1-190 — Washington Code / Title 62A / Chapter 1 / Section 1-190
RCW 62A.1-190: Construction—Title applicable to state registered domestic partnerships—2009 c 521.
Status: in_force

For the purposes of this title, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to state registered domestic partnerships or individuals in state registered domestic partnerships as well as to marital relationships and married persons, and references to dissolution of marriage shall apply equally to state registered domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflict with federal law. Where necessary to implement chapter 521, Laws of 2009, gender-specific terms such as husband and wife used in any statute, rule, or other law shall be construed to be gender neutral, and applicable to individuals in state registered domestic partnerships.
RCW 62A.4A-203 — Washington Code / Title 62A / Chapter 4A / Section 4A-203
RCW 62A.4A-203: Unenforceability of certain verified payment orders.
Status: in_force

(a) If an accepted payment order is not, under RCW 62A.4A-202 (a), an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to RCW 62A.4A-202 (b), the following rules apply. (1) By express agreement evidenced by a record, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order. (2) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure, or (ii) who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software, or the like. (b) This section applies to amendments of payment orders to the same extent it applies to payment orders.
RCW 62A.7-207 — Washington Code / Title 62A / Chapter 7 / Section 7-207
RCW 62A.7-207: Goods must be kept separate; fungible goods.
Status: in_force

(a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled. (b) If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner's share. If, because of over-issue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.
RCW 62A.2-302 — Washington Code / Title 62A / Chapter 2 / Section 2-302
RCW 62A.2-302: Unconscionable contract or clause.
Status: in_force

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. (2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
RCW 62A.4-403 — Washington Code / Title 62A / Chapter 4 / Section 4-403
RCW 62A.4-403: Customer's right to stop payment; burden of proof of loss.
Status: in_force

(a) A customer or any other person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer's account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in RCW 62A.4-303 . If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account. (b) A stop-payment order is effective for six months, but it lapses after fourteen calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six-month periods by a writing given to the bank within a period during which the stop-payment order is effective. (c) The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a binding stop-payment order or order to close the account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under RCW 62A.4-402 .
RCW 62A.2-605 — Washington Code / Title 62A / Chapter 2 / Section 2-605
RCW 62A.2-605: Waiver of buyer's objections by failure to particularize.
Status: in_force

(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him or her from relying on the unstated defect to justify rejection or to establish breach: (a) Where the seller could have cured it if stated seasonably; or (b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely. (2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
RCW 62A.9A-809 — Washington Code / Title 62A / Chapter 9A / Section 9A-809
RCW 62A.9A-809: Priority.
Status: in_force

Chapter 74, Laws of 2011 determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2013, chapter 62A.9A RCW as it existed before July 1, 2013, determines priority.
RCW 62A.9A-505 — Washington Code / Title 62A / Chapter 9A / Section 9A-505
RCW 62A.9A-505: Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
Status: in_force

(a) Use of terms other than "debtor" and "secured party." A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in RCW 62A.9A-311 (a), using the terms "consignor," "consignee," "lessor," "lessee," "bailor," "bailee," "licensor," "licensee," "owner," "registered owner," "buyer," "seller," or words of similar import, instead of the terms "secured party" and "debtor." (b) Effect of financing statement under subsection (a) of this section. This part applies to the filing of a financing statement under subsection (a) of this section and, as appropriate, to compliance that is equivalent to filing a financing statement under RCW 62A.9A-311 (b), but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.
RCW 62A.7-106 — Washington Code / Title 62A / Chapter 7 / Section 7-106
RCW 62A.7-106: Control of electronic document of title.
Status: in_force

(a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred. (b) A system satisfies subsection (a) of this section, and a person has control of an electronic document of title, if the document is created, stored, and transferred in a manner that: (1) A single authoritative copy of the document exists which is unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, unalterable; (2) The authoritative copy identifies the person asserting control as: (A) The person to which the document was issued; or (B) If the authoritative copy indicates that the document has been transferred, the person to which the document was most recently transferred; (3) The authoritative copy is communicated to and maintained by the person asserting control or its designated custodian; (4) Copies or amendments that add or change an identified transferee of the authoritative copy can be made only with the consent of the person asserting control; (5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and (6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized. (c) A system satisfies subsection (a) of this section, and a person has control of an electronic document of title, if an authoritative electronic copy of the document, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded: (1) Enables the person readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy; (2) Enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the person to which each authoritative electronic copy was issued or transferred; and (3) Gives the person exclusive power, subject to subsection (d) of this section, to: (A) Prevent others from adding or changing the person to which each authoritative electronic copy has been issued or transferred; and (B) Transfer control of each authoritative electronic copy. (d) Subject to subsection (e) of this section, a power is exclusive under subsection (c)(3)(A) and (B) of this section even if: (1) The authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the document of title or has a protocol that is programmed to cause a change, including a transfer or loss of control; or (2) The power is shared with another person. (e) A power of a person is not shared with another person under subsection (d)(2) of this section and the person's power is not exclusive if: (1) The person can exercise the power only if the power also is exercised by the other person; and (2) The other person: (A) Can exercise the power without exercise of the power by the person; or (B) Is the transferor to the person of an interest in the document of title. (f) If a person has the powers specified in subsection (c)(3)(A) and (B) of this section, the powers are presumed to be exclusive. (g) A person has control of an electronic document of title if another person, other than the transferor to the person of an interest in the document: (1) Has control of the document and acknowledges that it has control on behalf of the person; or (2) Obtains control of the document after having acknowledged that it will obtain control of the document on behalf of the person. (h) A person that has control under this section is not required to acknowledge that it has control on behalf of another person. (i) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article or Article 9 of this title otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
RCW 62A.4A-405 — Washington Code / Title 62A / Chapter 4A / Section 4A-405
RCW 62A.4A-405: Payment by beneficiary's bank to beneficiary.
Status: in_force

(a) If the beneficiary's bank credits an account of the beneficiary of a payment order, payment of the bank's obligation under RCW 62A.4A-404 (a) occurs when and to the extent (i) the beneficiary is notified of the right to withdraw the credit, (ii) the bank lawfully applies the credit to a debt of the beneficiary, or (iii) funds with respect to the order are otherwise made available to the beneficiary by the bank. (b) If the beneficiary's bank does not credit an account of the beneficiary of a payment order, the time when payment of the bank's obligation under RCW 62A.4A-404 (a) occurs is governed by principles of law that determine when an obligation is satisfied. (c) Except as stated in subsections (d) and (e) of this section, if the beneficiary's bank pays the beneficiary of a payment order under a condition to payment or agreement of the beneficiary giving the bank the right to recover payment from the beneficiary if the bank does not receive payment of the order, the condition to payment or agreement is not enforceable. (d) A funds-transfer system rule may provide that payments made to beneficiaries of funds transfers made through the system are provisional until receipt of payment by the beneficiary's bank of the payment order it accepted. A beneficiary's bank that makes a payment that is provisional under the rule is entitled to refund from the beneficiary if (i) the rule requires that both the beneficiary and the originator be given notice of the provisional nature of the payment before the funds transfer is initiated, (ii) the beneficiary, the beneficiary's bank and the originator's bank agreed to be bound by the rule, and (iii) the beneficiary's bank did not receive payment of the payment order that it accepted. If the beneficiary is obliged to refund payment to the beneficiary's bank, acceptance of the payment order by the beneficiary's bank is nullified and no payment by the originator of the funds transfer to the beneficiary occurs under RCW 62A.4A-406 . (e) This subsection applies to a funds transfer that includes a payment order transmitted over a funds-transfer system that (i) nets obligations multilaterally among participants, and (ii) has in effect a loss-sharing agreement among participants for the purpose of providing funds necessary to complete settlement of the obligations of one or more participants that do not meet their settlement obligations. If the beneficiary's bank in the funds transfer accepts a payment order and the system fails to complete settlement pursuant to its rules with respect to any payment order in the funds transfer, (i) the acceptance by the beneficiary's bank is nullified and no person has any right or obligation based on the acceptance, (ii) the beneficiary's bank is entitled to recover payment from the beneficiary, (iii) no payment by the originator to the beneficiary occurs under RCW 62A.4A-406 , and (iv) subject to RCW 62A.4A-402 (e), each sender in the funds transfer is excused from its obligation to pay its payment order under RCW 62A.4A-402 (c) because the funds transfer has not been completed.
RCW 62A.3-505 — Washington Code / Title 62A / Chapter 3 / Section 3-505
RCW 62A.3-505: Evidence of dishonor.
Status: in_force

(a) The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated: (1) A document regular in form as provided in subsection (b) that purports to be a protest; (2) A purported stamp or writing of the drawee, payor bank, or presenting bank on or accompanying the instrument stating that acceptance or payment has been refused unless reasons for the refusal are stated and the reasons are not consistent with dishonor; (3) A book or record of the drawee, payor bank, or collecting bank, kept in the usual course of business which shows dishonor, even if there is no evidence of who made the entry. (b) A protest is a certificate of dishonor made by a United States consul or vice-consul, or a notary public or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to that person. The protest must identify the instrument and certify either that presentment has been made or, if not made, the reason why it was not made, and that the instrument has been dishonored by nonacceptance or nonpayment. The protest may also certify that notice of dishonor has been given to some or all parties.
RCW 62A.4-209 — Washington Code / Title 62A / Chapter 4 / Section 4-209
RCW 62A.4-209: Encoding and retention warranties.
Status: in_force

(a) A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor bank or other payor that the information is correctly encoded. If the customer of a depositary bank encodes, that bank also makes the warranty. (b) A person who undertakes to retain an item pursuant to an agreement for electronic presentment warrants to any subsequent collecting bank and to the payor bank or other payor that retention and presentment of the item comply with the agreement. If a customer of a depositary bank undertakes to retain an item, that bank also makes this warranty. (c) A person to whom warranties are made under this section and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, plus expenses and loss of interest incurred as a result of the breach.
RCW 62A.2A-310 — Washington Code / Title 62A / Chapter 2A / Section 2A-310
RCW 62A.2A-310: Lessor's and lessee's rights when goods become accessions.
Status: in_force

(1) Goods are "accessions" when they are installed in or affixed to other goods. (2) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection (4) of this section. (3) The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection (4) of this section but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease, or disclaimed an interest in the goods as part of the whole, or the accession is leased under tariff No. 74 for residential conversion burners leased by a natural gas utility. (4) Unless the accession is leased under tariff No. 74 for residential conversion burners leased by a natural gas utility, the interest of a lessor or a lessee under a lease contract described in subsection (2) or (3) of this section is subordinate to the interest of: (a) A buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; (b) A creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract; or (c) A creditor with a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under *RCW 62A.9A-311 (2). (5) When under subsections (2) or (3) and (4) of this section a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may (a) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this Article, or (b) if necessary to enforce his or her other rights and remedies under this Article, remove the goods from the whole, free and clear of all interests in the whole, but he or she must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
RCW 62A.3-308 — Washington Code / Title 62A / Chapter 3 / Section 3-308
RCW 62A.3-308: Proof of signatures and status as holder in due course.
Status: in_force

(a) In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under RCW 62A.3-402 (a). (b) If the validity of signatures is admitted or proved and there is compliance with subsection (a), a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under RCW 62A.3-301 , unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim.
RCW 62A.9A-617 — Washington Code / Title 62A / Chapter 9A / Section 9A-617
RCW 62A.9A-617: Rights of transferee of collateral.
Status: in_force

(a) Effects of disposition. A secured party's disposition of collateral after default: (1) Transfers to a transferee for value all of the debtor's rights in the collateral; (2) Discharges the security interest under which the disposition is made; and (3) Discharges any subordinate security interest or other subordinate lien. (b) Rights of good-faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection (a) of this section, even if the secured party fails to comply with this Article or the requirements of any judicial proceeding. (c) Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection (a) of this section, the transferee takes the collateral subject to: (1) The debtor's rights in the collateral; (2) The security interest or agricultural lien under which the disposition is made; and (3) Any other security interest or other lien.
RCW 62A.9A-206 — Washington Code / Title 62A / Chapter 9A / Section 9A-206
RCW 62A.9A-206: Security interest arising in purchase or delivery of financial asset.
Status: in_force

(a) Security interest when person buys through securities intermediary. A security interest in favor of a securities intermediary attaches to a person's security entitlement if: (1) The person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and (2) The securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary. (b) Security interest secures obligation to pay for financial asset. The security interest described in subsection (a) of this section secures the person's obligation to pay for the financial asset. (c) Security interest in payment against delivery transaction. A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if: (1) The security or other financial asset: (A) In the ordinary course of business, is transferred by delivery with any necessary indorsement or assignment; and (B) Is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and (2) The agreement calls for delivery against payment. (d) Security interest secures obligation to pay for delivery. The security interest described in subsection (c) of this section secures the obligation to make payment for the delivery.
RCW 62A.3-201 — Washington Code / Title 62A / Chapter 3 / Section 3-201
RCW 62A.3-201: Negotiation.
Status: in_force

(a) "Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder. (b) Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
RCW 62A.2-616 — Washington Code / Title 62A / Chapter 2 / Section 2-616
RCW 62A.2-616: Procedure on notice claiming excuse.
Status: in_force

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section, he or she may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this Article relating to breach of installment contracts (RCW 62A.2-612 ), then also as to the whole: (a) Terminate and thereby discharge any unexecuted portion of the contract; or (b) Modify the contract by agreeing to take his or her available quota in substitution. (2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days, the contract lapses with respect to any deliveries affected.
RCW 62A.11-109 — Washington Code / Title 62A / Chapter 11 / Section 11-109
RCW 62A.11-109: Effective financing statement; certificate by county auditor.
Status: in_force

From and after midnight June 30, 1982, upon request of any person, the county auditor shall issue his or her certificate showing whether there is on file with the county auditor's office on the date and hour stated therein, any presently effective financing statement filed with the county auditor's office before midnight June 30, 1982, naming a particular debtor and any statement of assignment thereof and if there is, giving the date and hour of filing of each such statement and the names and addresses of each secured party therein. The uniform fee for such a certificate shall be four dollars. Upon request, the county auditor shall issue his or her certificate and shall furnish a copy of any filed financing statements or statements of assignment for a uniform fee of ten dollars for each particular debtor's statements requested.
RCW 62A.7-502 — Washington Code / Title 62A / Chapter 7 / Section 7-502
RCW 62A.7-502: Rights acquired by due negotiation.
Status: in_force

(a) Subject to RCW 62A.7-205 and 62A.7-503 , a holder to which a negotiable document of title has been duly negotiated acquires thereby: (1) Title to the document; (2) Title to the goods; (3) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and (4) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this Article, but in the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee. (b) Subject to RCW 62A.7-503 , title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if: (1) The due negotiation or any prior due negotiation constituted a breach of duty; (2) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or (3) A previous sale or other transfer of the goods or document has been made to a third person.
RCW 62A.2A-101 — Washington Code / Title 62A / Chapter 2A / Section 2A-101
RCW 62A.2A-101: Short title.
Status: in_force

This Article shall be known and may be cited as the Uniform Commercial Code — Leases.
RCW 62A.4A-504 — Washington Code / Title 62A / Chapter 4A / Section 4A-504
RCW 62A.4A-504: Order in which items and payment orders may be charged to account; order of withdrawals from account.
Status: in_force

(a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender's account, the bank may charge the sender's account with respect to the various orders and items in any sequence. (b) In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
RCW 62A.5-112 — Washington Code / Title 62A / Chapter 5 / Section 5-112
RCW 62A.5-112: Transfer of letter of credit.
Status: in_force

(a) Except as otherwise provided in RCW 62A.5-113 , unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred. (b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if: (1) The transfer would violate applicable law; or (2) The transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in RCW 62A.5-108 (5) or is otherwise reasonable under the circumstances.
RCW 62A.2A-102 — Washington Code / Title 62A / Chapter 2A / Section 2A-102
RCW 62A.2A-102: Scope.
Status: in_force

(1) This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection (2) of this section. (2) In a hybrid lease: (a) If the lease-of-goods aspects do not predominate: (i) Only the provisions of this Article which relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply; (ii) RCW 62A.2A-209 applies if the lease is a finance lease; and (iii) RCW 62A.2A-407 applies to the promises of the lessee in a finance lease to the extent the promises are consideration for the right to possession and use of the leased goods; and (b) If the lease-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 lease which do not relate to the lease of goods.
RCW 62A.12-103 — Washington Code / Title 62A / Chapter 12 / Section 12-103
RCW 62A.12-103: Relation to Article 9 and consumer laws.
Status: in_force

(a) Article 9A governs in case of conflict. If there is conflict between this Article and Article 9A of this title, Article 9A of this title governs. (b) Applicable consumer law and other laws. A transaction subject to this Article is subject to any applicable rule of law that establishes a different rule for consumers and chapter 19.86 RCW.
RCW 62A.2-325 — Washington Code / Title 62A / Chapter 2 / Section 2-325
RCW 62A.2-325: "Letter of credit" term; "confirmed credit".
Status: in_force

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him or her. (3) Unless otherwise agreed, the term "letter of credit" or "banker's credit" in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term "confirmed credit" means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market.
RCW 62A.7-102 — Washington Code / Title 62A / Chapter 7 / Section 7-102
RCW 62A.7-102: Definitions and index of definitions.
Status: reserved

(a) In this Article, unless the context otherwise requires: (1) "Bailee" means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them. (2) "Carrier" means a person that issues a bill of lading. (3) "Consignee" means a person named in a bill of lading to which or to whose order the bill promises delivery. (4) "Consignor" means a person named in a bill of lading as the person from which the goods have been received for shipment. (5) "Delivery order" means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading. (6) [Reserved.] (7) "Goods" means all things that are treated as movable for the purposes of a contract for storage or transportation. (8) "Issuer" means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer's instructions. (9) "Person entitled under the document" means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title. (10) [Reserved.] (11) [Reserved.] (12) "Shipper" means a person that enters into a contract of transportation with a carrier. (13) "Warehouse" means a person engaged in the business of storing goods for hire. (b) Definitions in other articles applying to this Article and the sections in which they appear are: (1) "Contract for sale", RCW 62A.2-106 ; (2) "Lessee in ordinary course of business," RCW 62A.2A-103 ; and (3) "Receipt" of goods, RCW 62A.2-103 . (c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
RCW 62A.9A-803 — Washington Code / Title 62A / Chapter 9A / Section 9A-803
RCW 62A.9A-803: Security interest perfected before effective date.
Status: in_force

(a) Continuing perfection: Perfection requirements satisfied. A security interest that is a perfected security interest immediately before July 1, 2013, is a perfected security interest under chapter 62A.9A RCW if, on July 1, 2013, the applicable requirements for attachment and perfection under chapter 62A.9A RCW as of July 1, 2013, are satisfied without further action. (b) Continuing perfection: Perfection requirements not satisfied. Except as otherwise provided in RCW 62A.9A-805 , if, immediately before July 1, 2013, a security interest is a perfected security interest, but the applicable requirements for perfection under chapter 62A.9A RCW as of July 1, 2013, are not satisfied when this section takes effect, the security interest remains perfected thereafter only if the applicable requirements for perfection under chapter 62A.9A RCW as of July 1, 2013, are satisfied within one year after July 1, 2013.
RCW 62A.2-609 — Washington Code / Title 62A / Chapter 2 / Section 2-609
RCW 62A.2-609: Right to adequate assurance of performance.
Status: in_force

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return. (2) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards. (3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. (4) After receipt of a justified demand, failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
RCW 62A.8-302 — Washington Code / Title 62A / Chapter 8 / Section 8-302
RCW 62A.8-302: Rights of purchaser.
Status: in_force

(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (3) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
RCW 62A.2-724 — Washington Code / Title 62A / Chapter 2 / Section 2-724
RCW 62A.2-724: Admissibility of market quotations.
Status: in_force

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
RCW 62A.3-310 — Washington Code / Title 62A / Chapter 3 / Section 3-310
RCW 62A.3-310: Effect of instrument on obligation for which taken.
Status: in_force

(a) Unless otherwise agreed, if a certified check, cashier's check, or teller's check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an indorser of the instrument. (b) Unless otherwise agreed and except as provided in subsection (a), if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply: (1) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check. (2) In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment. (3) Except as provided in subsection (b)(4), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation. (4) If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen, or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee's rights against the obligor are limited to enforcement of the instrument. (c) If an instrument other than one described in subsection (a) or (b) is taken for an obligation, the effect is (i) that stated in subsection (a) if the instrument is one on which a bank is liable as maker or acceptor, or (ii) that stated in subsection (b) in any other case.
RCW 62A.2-712 — Washington Code / Title 62A / Chapter 2 / Section 2-712
RCW 62A.2-712: "Cover"; buyer's procurement of substitute goods.
Status: in_force

(1) After a breach within the preceding section, the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (RCW 62A.2-715 ), but less expenses saved in consequence of the seller's breach. (3) Failure of the buyer to effect cover within this section does not bar him or her from any other remedy.