reglab/housing_qa huggingface dataset:
DC Code § 28:8-114 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part I - Short Title and General Matters|§ 28:8-114. Evidentiary rules concerning certificated securities

The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted. (2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized. (3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security. (4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.  (Dec. 30, 1963, 77 Stat. 733, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-114. 1973 Ed., § 28:8-105. Uniform Commercial Code Comment This section adapts the rules of negotiable instruments law concerning procedure in actions on instruments, see Section 3-308, to actions on certificated securities governed by this Article. An “action on a security” includes any action or proceeding brought against the issuer to enforce a right or interest that is part of the security, such as an action to collect principal or interest or a dividend, or to establish a right to vote or to receive a new security under an exchange offer or plan of reorganization. This section applies only to certificated securities; actions on uncertificated securities are governed by general evidentiary principles. Definitional Cross References “Action”. Section 1-201(1). “Burden of establishing”. Section 1-201(8). “Certificated security”. Section 8-102(a)(4). “Indorsement”. Section 8-102(a)(11). “Issuer”. Section 8-201. “Presumed”. Section 1-201(31). “Security”. Section 8-102(a)(15). “Security certificate”. Section 8-102(a)(16).
DC Code § 28:8-201 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part II - Issue and Issuer|§ 28:8-201. Issuer

(a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (1) 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; (2) Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security; (3) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or (4) Becomes responsible for, or in place of, another person described as an issuer in this section. (b) 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. (c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.  (Dec. 30, 1963, 77 Stat. 734, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-201. 1973 Ed., § 28:8-201. Section References This section is referenced in § 28:8-102 and § 28:9-102. Uniform Commercial Code Comment 1. The definition of “issuer” in this section functions primarily to describe the persons whose defenses may be cut off under the rules in Part 2. In large measure it simply tracks the language of the definition of security in Section 8-102(a)(15). 2. Subsection (b) distinguishes the obligations of a guarantor as issuer from those of the principal obligor. However, it does not exempt the guarantor from the impact of subsection (d) of Section 8-202. Whether or not the obligation of the guarantor is noted on the security is immaterial. Typically, guarantors are parent corporations, or stand in some similar relationship to the principal obligor. If that relationship existed at the time the security was originally issued the guaranty would probably have been noted on the security. However, if the relationship arose afterward, e.g., through a purchase of stock or properties, or through merger or consolidation, probably the notation would not have been made. Nonetheless, the holder of the security is entitled to the benefit of the obligation of the guarantor. 3. Subsection (c) narrows the definition of “issuer” for purposes of Part 4 of this Article (registration of transfer). It is supplemented by Section 8-407. Definitional Cross References “Person”. Section 1-201(30). “Security”. Section 8-102(a)(15). “Security certificate”. Section 8-102(a)(16). “Uncertificated security”. Section 8-102(a)(18).
DC Code § 28:8-206 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part II - Issue and Issuer|§ 28:8-206. Completion or alteration of security certificate

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any person may complete it by filling in the blanks as authorized; and (2) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.  (Dec. 30, 1963, 77 Stat. 735, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-206. 1973 Ed., § 28:8-206. Uniform Commercial Code Comment 1. The problem of forged or unauthorized signatures necessary for the issue or transfer of a security is not involved here, and a person in possession of a blank certificate is not, by this section, given authority to fill in blanks with such signatures. Completion of blanks left in a transfer instruction is dealt with elsewhere ( Section 8-305(a) ). 2. Blanks left upon issue of a security certificate are the only ones dealt with here, and a purchaser for value without notice is protected. A purchaser is not in a good position to determine whether blanks were completed by the issuer or by some person not authorized to complete them. On the other hand the issuer can protect itself by not placing its signature on the writing until the blanks are completed or, if it does sign before all blanks are completed, by carefully selecting the agents and employees to whom it entrusts the writing after authentication. With respect to a security certificate that is completed by the issuer but later is altered, the issuer has done everything it can to protect the purchaser and thus is not charged with the terms as altered. However, it is charged according to the original terms, since it is not thereby prejudiced. If the completion or alteration is obviously irregular, the purchaser may not qualify as a purchaser who took without notice under this section. 3. Only the purchaser who physically takes the certificate is directly protected. However, a transferee may receive protection indirectly through Section 8-302(a). 4. The protection granted a purchaser for value without notice under this section is modified to the extent that an overissue may result where an incorrect amount is inserted into a blank ( Section 8-210). Definitional Cross References Definitional Cross References “Notice”. Section 1-201(25). “Purchaser”. Sections 1-201(33) and 8-116. “Security certificate”. Section 8-102(a)(16). “Unauthorized signature”. Section 1-201(43). “Value”. Sections 1-201(44) and 8-116.
DC Code § 28:8-209 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part II - Issue and Issuer|§ 28:8-209. Issuer’s lien

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.  (Dec. 30, 1963, 77 Stat. 733, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-209. 1973 Ed., § 28:8-103. Uniform Commercial Code Comment This section is similar to Sections 8-202 and 8-204 which require that the terms of a certificated security and any restriction on transfer imposed by the issuer be noted on the security certificate. This section differs from those two sections in that the purchaser’s knowledge of the issuer’s claim is irrelevant. “Noted” makes clear that the text of the lien provisions need not be set forth in full. However, this would not override a provision of an applicable corporation code requiring statement in haec verba. This section does not apply to uncertificated securities. It applies to the indirect holding system in the same fashion as Sections 8-202 and 8-204, see Comment 2 to Section 8-202. Definitional Cross References “Certificated security”. Section 8-102(a)(4). “Issuer”. Section 8-201. “Purchaser”. Sections 1-201(33) and 8-116. “Security”. Section 8-102(a)(15). “Security certificate”. Section 8-102(a)(16).
DC Code § 28:8-305 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part III - Transfer of Certificated and Uncertificated Securities|§ 28:8-305. Instruction

(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by § 28:8-108 and not an obligation that the security will be honored by the issuer.  (Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-305. 1973 Ed., § 28:8-305. Uniform Commercial Code Comment 1. The term instruction is defined in Section 8-102(a)(12) as a notification communicated to the issuer of an uncertificated security directing that transfer be registered. Section 8-107 specifies who may initiate an effective instruction. Functionally, presentation of an instruction is quite similar to the presentation of an indorsed certificate for reregistration. Note that instruction is defined in terms of “communicate,” see Section 8-102(a)(6). Thus, the instruction may be in the form of a writing signed by the registered owner or in any other form agreed upon by the issuer and the registered owner. Allowing nonwritten forms of instructions will permit the development and employment of means of transmitting instructions electronically. When a person who originates an instruction leaves a blank and the blank later is completed, subsection (a) gives the issuer the same rights it would have had against the originating person had that person completed the blank. This is true regardless of whether the person completing the instruction had authority to complete it. Compare Section 8-206 and its Comment, dealing with blanks left upon issue. 2. Subsection (b) makes clear that the originator of an instruction, like the indorser of a security certificate, does not warrant that the issuer will honor the underlying obligation, but does make warranties as a transferor under Section 8-108. Definitional Cross References “Appropriate person”. Section 8-107. “Instruction”. Section 8-102(a)(12). “Issuer”. Section 8-201.
DC Code § 28:8-307 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part III - Transfer of Certificated and Uncertificated Securities|§ 28:8-307. Purchaser’s right to requisites for registration of transfer

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.  (Dec. 30, 1963, 77 Stat. 740, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-307. 1973 Ed., § 28:8-307. Uniform Commercial Code Comment 1. Because registration of the transfer of a security is a matter of vital importance, a purchaser is here provided with the means of obtaining such formal requirements for registration as signature guaranties, proof of authority, transfer tax stamps and the like. The transferor is the one in a position to supply most conveniently whatever documentation may be requisite for registration of transfer, and the duty to do so upon demand within a reasonable time is here stated affirmatively. If an essential item is peculiarly within the province of the transferor so that the transferor is the only one who can obtain it, the purchaser may specifically enforce the right to obtain it. Compare Section 8-304(d). If a transfer is not for value the transferor need not pay expenses. 2. If the transferor’s duty is not performed the transferee may reject or rescind the contract to transfer. The transferee is not bound to do so. An action for damages for breach of contract may be preferred. Definitional Cross References “Purchaser”. Sections 1-201(33) and 8-116. “Security”. Section 8-102(a)(15). “Value”. Sections 1-201(44) and 8-116.
DC Code § 28:8-405 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part IV - Registration|§ 28:8-405. Replacement of lost, destroyed, or wrongfully taken security certificate

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner: (1) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser; (2) Files with the issuer a sufficient indemnity bond; and (3) Satisfies other reasonable requirements imposed by the issuer. (b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by § 28:8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.  (Dec. 30, 1963, 77 Stat. 744, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-405. 1973 Ed., § 28:8-405. Section References This section is referenced in § 28:8-406.
DC Code § 28:8-406 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part IV - Registration|§ 28:8-406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate

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 § 28:8-404 or a claim to a new security certificate under § 28:8-405.  (Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-406. 1973 Ed., § 28:8-406. Section References This section is referenced in § 28:8-404. Uniform Commercial Code Comment An owner who fails to notify the issuer within a reasonable time after the owner knows or has reason to know of the loss or theft of a security certificate is estopped from asserting the ineffectiveness of a forged or unauthorized indorsement and the wrongfulness of the registration of the transfer. If the lost certificate was indorsed by the owner, then the registration of the transfer was not wrongful under Section 8-404, unless the owner made an effective demand that the issuer not register transfer under Section 8-403. Definitional Cross References “Issuer”. Section 8-201. “Notify”. Section 1-201(25). “Security certificate”. Section 8-102(a)(16).
DC Code § 28:8-407 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 8 - Investment Securities|Part IV - Registration|§ 28:8-407. Authenticating trustee, transfer agent, and registrar

A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.  (Dec. 30, 1963, 77 Stat. 744, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)  Prior Codifications 1981 Ed., § 28:8-407. 1973 Ed., § 28:8-406. Uniform Commercial Code Comment 1. Transfer agents, registrars, and the like are here expressly held liable both to the issuer and to the owner for wrongful refusal to register a transfer as well as for wrongful registration of a transfer in any case within the scope of their respective functions where the issuer would itself be liable. Those cases which have regarded these parties solely as agents of the issuer and have therefore refused to recognize their liability to the owner for mere non-feasance, i.e., refusal to register a transfer, are rejected. Hulse v. Consolidated Quicksilver Mining Corp., 65 Idaho 768, 154 P.2d 149 (1944); Nicholson v. Morgan, 119 Misc. 309, 196 N.Y.Supp. 147 (1922); Lewis v. Hargadine-McKittrick Dry Goods Co., 305 Mo. 396, 274 S.W. 1041 (1924). 2. The practice frequently followed by authenticating trustees of issuing certificates of indebtedness rather than authenticating duplicate certificates where securities have been lost or stolen became obsolete in view of the provisions of Section 8-405, which makes express provision for the issue of substitute securities. It is not a breach of trust or lack of due diligence for trustees to authenticate new securities. Cf. Switzerland General Ins. Co. v. N.Y.C. & H.R.R. Co., 152 App.Div. 70, 136 N.Y.S. 726 (1912). Definitional Cross References “Certificated security”. Section 8-102(a)(4). “Issuer”. Section 8-201. “Security”. Section 8-102(a)(15). “Security certificate”. Section 8-102(a)(16). “Uncertificated security”. Section 8-102(a)(18).
DC Code § 28:9-402 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 9 - Secured Transactions|Part IV - Rights of Third Parties|§ 28:9-402. Secured party not obligated on contract of debtor or in tort

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions.  (Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)  Section References This section is referenced in § 28:11-105. Uniform Commercial Code Comment 1. Source. Former Section 9-317. 2. Nonliability of Secured Party. This section, like former Section 9-317, rejects theories on which a secured party might be held liable on a debtor’s contracts or in tort merely because a security interest exists or because the debtor is entitled to dispose of or use collateral. This section expands former Section 9-317 to cover agricultural liens.