reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.706. Seller's resale including contract for resale.

(a) Under the conditions stated in AS 45.02.703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance of the goods. If the resale is made in good faith and in a commercially reasonable manner, the seller may recover the difference between the resale price and the contract price together with incidental damages allowed under AS 45.02.710, but less expenses saved in consequence of the buyer's breach.
(b) Except as otherwise provided in (c) of this section or unless otherwise agreed, resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms, but every aspect of the sale including the method, manner, time, place, and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(c) If the resale is at private sale, the seller must give the buyer reasonable notification of the intention to resell.
(d) If the resale is at public sale,
(1) only identified goods can be sold unless there is a recognized market for a public sale of futures in goods of the kind;
(2) it must be made at a usual place or market for public sale if one is reasonably available, and, except in the case of goods that are perishable or threaten to decline in value speedily, the seller must give the buyer reasonable notice of the time and place of the resale;
(3) if the goods are not to be within the view of those attending the sale, the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(4) the seller may buy.
(e) A purchaser who buys in good faith at a resale takes the goods free of rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(f) The seller is not accountable to the buyer for a profit made on a resale. A person in the position of a seller (AS 45.02.707), or a buyer who has rightfully rejected or justifiably revoked acceptance must account for an excess over the amount of the person's security interest, as defined in AS 45.02.711(c).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.707. Person in the position of a seller.

(a) A person in the position of a seller includes, as against a principal, an agent who has paid or become responsible for the price of goods on behalf of the principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(b) A person in the position of a seller may withhold or stop delivery (AS 45.02.705) and resell (AS 45.02.706) and recover incidental damages (AS 45.02.710).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.708. Seller's damages for nonacceptance or repudiation.

(a) Subject to (b) of this section and to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in AS 45.02.710, but less expenses saved in consequence of the buyer's breach.
(b) If the measure of damages provided in (a) of this section is inadequate to put the seller in as good a position as performance would have done, then the measure of damages is the profit, including reasonable overhead, that the seller would have made from full performance by the buyer, together with any incidental damages provided in AS 45.02.710, due allowance for costs reasonably incurred, and due credit for payments or proceeds of resale.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.709. Action for the price.

(a) If the buyer fails to pay the price as it becomes due, the seller may recover, together with any incidental damages under AS 45.02.710, the price
(1) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(2) of goods identified to the contract if the seller is unable, after reasonable effort, to resell them at a reasonable price or the circumstances reasonably indicate that a reasonable effort will be unavailing.
(b) If the seller sues for the price, the seller must hold for the buyer goods that have been identified to the contract and are still in the control of the seller, except that if resale becomes possible the seller may resell them at any time before the collection of the judgment. The net proceeds of this resale must be credited to the buyer and payment of the judgment entitles the buyer to goods not resold.
(c) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (AS 45.02.610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under AS 45.02.708.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.710. Seller's incidental damages.

Incidental damages to an aggrieved seller include commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care, and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.711. Buyer's remedies in general; buyer's security interest in rejected goods.

(a) If the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then, with respect to goods involved and with respect to the whole if the breach goes to the whole contract (AS 45.02.612), the buyer may cancel and, whether or not the buyer has done so, may, in addition to recovering so much of the price as has been paid,
(1) “cover” and have damages under AS 45.02.712 as to all the goods affected, whether or not they have been identified to the contract; or
(2) recover damages for nondelivery as provided in AS 45.02.713.
(b) If the seller fails to deliver or repudiates, the buyer may also
(1) if the goods have been identified, recover them as provided in AS 45.02.502; or
(2) in a proper case obtain specific performance or replevy the goods as provided in AS 45.02.716.
(c) On rightful rejection or justifiable revocation of acceptance, a buyer has a security interest in goods in the possession or control of the buyer for payments made on their price and expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and may hold the goods and resell them in like manner as an aggrieved seller (AS 45.02.706).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.712. “Cover”; buyer's procurement of substitute goods.

(a) After a breach within AS 45.02.711, the buyer may “cover” by making in good faith and without unreasonable delay a reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(b) 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 defined in AS 45.02.715, but less expenses saved in consequence of the seller's breach.
(c) Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.713. Buyer's damages for nondelivery or repudiation.

(a) Subject to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in AS 45.02.715, but less expenses saved in consequence of the seller's breach.
(b) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.714. Buyer's damages for breach in regard to accepted goods.

(a) If the buyer has accepted goods and given notification (AS 45.02.607(c)), the buyer may recover as damages for a nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in a reasonable manner.
(b) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(c) In a proper case any incidental and consequential damages under AS 45.02.715 may also be recovered.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.715. Buyer's incidental and consequential damages.

(a) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses, or commissions in connection with effecting cover and other reasonable expense incident to the delay or other breach.
(b) Consequential damages resulting from the seller's breach include
(1) loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and that could not reasonably be prevented by cover or otherwise; and
(2) injury to person or property proximately resulting from a breach of warranty.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.716. Buyer's right to specific performance or replevin.

(a) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(b) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court considers just.
(c) The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for the goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property even if the seller had not then repudiated or failed to deliver.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.718. Liquidation or limitation of damages; deposits.

(a) Damages for breach by either party may be liquidated in the agreement but only at an amount that is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(b) If the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of an amount by which the sum of the buyer's payments exceeds
(1) the amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with (a) of this section, or
(2) in the absence of those terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(c) The buyer's right to restitution under (b) of this section is subject to offset to the extent that the seller establishes
(1) a right to recover damages under this chapter other than (a) of this section, and
(2) the amount or value of benefits received by the buyer directly or indirectly by reason of the contract.
(d) If a seller has received payment in goods, their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of (b) of this section; but, if the seller has notice of the buyer's breach before reselling goods received in part performance, the resale is subject to the conditions laid down on resale by an aggrieved seller (AS 45.02.706).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.719. Contractual modification or limitation of remedy.

(a) Subject to (b) and (c) of this section and AS 45.02.718 on liquidation and limitation of damages,
(1) the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(2) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(b) If circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in the code.
(c) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable, but limitation of damages where the loss is commercial is not.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.720. Effect of cancellation or rescission on claims for antecedent breach.

Unless the contrary intention clearly appears, expressions of cancellation or rescission of the contract or the like shall not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.721. Remedies for fraud.

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods bars or is inconsistent with a claim for damages or other remedy.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.722. Who can sue third parties for injury to goods.

If a third party so deals with goods that have been identified to a contract for sale as to cause actionable injury to a party to that contract,
(1) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and, if the goods have been destroyed or converted, a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(2) if at the time of the injury the party plaintiff did not fear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, the party plaintiff's suit or settlement is, subject to the party's own interest, as a fiduciary for the other party to the contract;
(3) either party may with the consent of the other sue for the benefit of whom it may concern.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.723. Proof of market price; time and place.

(a) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, damages based on market price (AS 45.02.708 or 45.02.713) shall be determined according to the price of the goods prevailing at the time the aggrieved party learned of the repudiation.
(b) If evidence of a price prevailing at the times or places described in this chapter is not readily available, the price prevailing within a reasonable time before or after the time described or at any other place that in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making a proper allowance for the cost of transporting the goods to or from the other place.
(c) Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible until the party has given the other party notice the court finds sufficient to prevent unfair surprise.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.724. Admissibility of market quotations.

When the prevailing price or value of goods regularly bought and sold in an 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 the market are admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.725. Statute of limitations in contracts for sale.

(a) An action for breach of a contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(b) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that, if a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of performance, the cause of action accrues when the breach is or should have been discovered.
(c) If an action commenced within the time limited by (a) of this section is so terminated as to leave available a remedy by another action for the same breach, 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.
(d) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that accrue before midnight, December 31, 1962.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.102. Subject matter.

(a) This chapter applies to negotiable instruments. It does not apply to money or to securities governed by AS 45.08.
(b) If there is conflict between this chapter and AS 45.04 or AS 45.29, AS 45.04 and AS 45.29 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 chapter to the extent of the inconsistency.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.104. Negotiable instrument.

(a) Except as provided in (c) - (d) of this section, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if the unconditional promise or order
(1) is payable to bearer or to order at the time it is issued or first comes into possession of a holder;
(2) is payable on demand or at a definite time; and
(3) does not state any other undertaking or instruction by the person promising or ordering payment to do an act in addition to the payment of money, but the promise or order may contain an undertaking or power to give, maintain, or protect collateral to secure payment, an authorization or power to the holder to confess judgment or realize on or dispose of collateral, or a waiver of the benefit of a law intended for the advantage or protection of an obligor.
(b) “Instrument” means a negotiable instrument.
(c) An order that meets all of the requirements of (a)(2) - (3) of this section, and otherwise falls within the definition of “check” in (f) of this section, is a negotiable instrument and a check.
(d) A promise or order other than a check is not an instrument if, at the time the promise or order is issued or first comes into possession of a holder, the promise or order contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this chapter.
(e) An instrument is a “note” if the instrument is a promise and a “draft” if the instrument is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat the instrument as either.
(f) “Check” means a draft, other than a documentary draft, payable on demand and drawn on a bank, or a cashier's check or teller's check. An instrument may be a check even though the instrument is described on its face by another term, such as “money order.”
(g) “Cashier's check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.
(h) “Teller's check” means a draft drawn by a bank
(1) on another bank; or
(2) payable at or through a bank.
(i) “Traveler's check” means an instrument that
(1) is payable on demand;
(2) is drawn on or payable at or through a bank;
(3) is designated by the term “traveler's check” or by a substantially similar term; and
(4) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.
(j) “Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.105. Issue of instrument.

(a) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(c) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.106. Unconditional promise or order.

(a) Except as provided in this section, for the purposes of AS 45.03.104(a), a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make a promise or order conditional.
(b) A promise or order is not made conditional
(1) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration; or
(2) because payment is limited to resort to a particular fund or source.
(c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of AS 45.03.104(a). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
(d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of AS 45.03.104(a), but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.107. Instrument payable in foreign money.

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.108. Payable on demand or at definite time.

(a) A promise or order is payable on demand if it
(1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder; or
(2) does not state a time of payment.
(b) A promise or order is payable at a definite time if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of
(1) prepayment;
(2) acceleration;
(3) extension at the option of the holder; or
(4) extension to a further definite time at the option of the maker or acceptor, or automatically on or after a specified act or event.
(c) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.109. Payable to bearer or to order.

(a) A promise or order is payable to bearer if it
(1) states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;
(2) does not state a payee; or
(3) states that it is payable to or to the order of cash, or otherwise indicates that it is not payable to an identified person.
(b) A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person, or to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(c) An instrument payable to bearer may become payable to an identified person if it is specially endorsed under AS 45.03.205(a). An instrument payable to an identified person may become payable to bearer if it is endorsed in blank under AS 45.03.205(b).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.110. Identification of person to whom instrument is payable.

(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 on the 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 on the 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
(A) 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;
(B) 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;
(C) 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
(D) an office or 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.111. Place of payment.

Except as otherwise provided for items in AS 45.04, 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.112. Interest.

(a) Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument.
(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.113. Date of instrument.

(a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after the date. Except as provided in AS 45.04.401(c), an instrument payable on demand is not payable before the date of the instrument.
(b) If an instrument is undated, the date of the instrument is the date of the instrument's issue or, in the case of an unissued instrument, the date the instrument first comes into possession of a holder.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.115. Incomplete instrument.

(a) “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(b) Subject to (c) of this section, if an incomplete instrument is an instrument under AS 45.03.104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under AS 45.03.104 but, after completion, the requirements of AS 45.03.104 are met, the instrument may be enforced according to its terms as augmented by completion.
(c) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under AS 45.03.407.
(d) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.116. Joint and several liability; contribution.

(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign.
(b) Except as provided in AS 45.03.419(e), or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under (b) of this section of a party having the same joint and several liability to receive contribution from the party discharged.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.117. Other agreements affecting instrument.

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or a part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.118. Statute of limitations.

(a) Except as provided in (e) of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.
(b) Except as provided in (d) or (e) of this section, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within six years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.
(c) Except as provided in (d) of this section, an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.
(d) An action to enforce the obligation of the acceptor of a certified check, or the issuer of a teller's check, cashier's check, or traveler's check, must be commenced within three years after demand for payment is made to the acceptor or issuer.
(e) An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the six-year period begins when a demand for payment is in effect and the due date has passed.
(f) An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced
(1) within six years after the due date stated in the draft or acceptance, if the obligation of the acceptor is payable at a definite time; or
(2) within six years after the date of the acceptance, if the obligation of the acceptor is payable on demand.
(g) Unless governed by other law regarding claims for indemnity or contribution, an action for conversion of an instrument, for money had and received, or like action based on conversion, for breach of warranty, or to enforce an obligation, duty, or right arising under this chapter and not governed by this section, must be commenced within three years after the cause of action accrues.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 1. Short Title, Form, and Interpretation. › Sec. 45.03.119. Notice of right to defend action.

In an action for breach of an obligation for which a third person is answerable over under this chapter or AS 45.04, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.201. Negotiation.

(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 the holder of the instrument.
(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 endorsement by the holder. If an instrument is payable to bearer, the instrument may be negotiated by transfer of possession alone.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.202. Negotiation subject to rescission.

(a) Negotiation is effective even if obtained
(1) from an infant, a corporation exceeding its powers, or a person without capacity;
(2) by fraud, duress, or mistake; or
(3) in breach of duty or as part of an illegal transaction.
(b) To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.203. Transfer of instrument; rights acquired by transfer.

(a) An instrument is transferred when the instrument is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.
(b) Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.
(c) Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.
(d) If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur, and the transferee obtains no rights under this chapter and has only the rights of a partial assignee.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.204. Endorsement.

(a) “Endorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser's liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words are an endorsement unless the accompanying words, terms of the instrument, place of the signature, or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.
(b) “Endorser” means a person who makes an endorsement.
(c) For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.
(d) If an instrument is payable to a holder under a name that is not the name of the holder, endorsement may be made by the holder in the name stated in the instrument or in the holder's name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.205. Special endorsement; blank endorsement; anomalous endorsement.

(a) If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument becomes payable to the identified person and may be negotiated only by the endorsement of that person. The principles stated in AS 45.03.110 apply to special endorsements.
(b) If an endorsement is made by the holder of an instrument and it is not a special endorsement, it is a “blank endorsement.” When endorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially endorsed.
(c) The holder may convert a blank endorsement that consists only of a signature into a special endorsement by writing, above the signature of the endorser, words identifying the person to whom the instrument is made payable.
(d) “Anomalous endorsement” means an endorsement made by a person who is not the holder of the instrument. An anomalous endorsement does not affect the manner in which the instrument may be negotiated.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 2. Transfer and Negotiation. › Sec. 45.03.207. Reacquisition.

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An endorser whose endorsement is canceled is discharged, and the discharge is effective against a subsequent holder.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 03. Negotiable Instruments › Article 3. Rights of a Holder. › Sec. 45.03.301. Person entitled to enforce instrument.

A person entitled to enforce an instrument is the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument under AS 45.03.309 or 45.03.418(d). A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.