reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part III - Execution of Sender’s Payment Order by Receiving Bank (Ss. 670.301-670.305) › 670.301 - Execution and execution date.

670.301 Execution and execution date.—
(1) 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.
(2) “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.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part III - Execution of Sender’s Payment Order by Receiving Bank (Ss. 670.301-670.305) › 670.303 - Erroneous execution of payment order.

670.303 Erroneous execution of payment order.—
(1) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order, or issues a payment order in execution of the sender’s order and then issues a duplicate order, is entitled to payment of the amount of the sender’s order under s. 670.402(3) if that subsection is otherwise satisfied. The bank is entitled to recover from the beneficiary of the erroneous order the excess payment received to the extent allowed by the law governing mistake and restitution.
(2) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount less than the amount of the sender’s order is entitled to payment of the amount of the sender’s order under s. 670.402(3) if that subsection is otherwise satisfied and the bank corrects its mistake by issuing an additional payment order for the benefit of the beneficiary of the sender’s order. If the error is not corrected, the issuer of the erroneous order is entitled to receive or retain payment from the sender of the order it accepted only to the extent of the amount of the erroneous order. This subsection does not apply if the receiving bank executes the sender’s payment order by issuing a payment order in an amount less than the amount of the sender’s order for the purpose of obtaining payment of its charges for services and expenses pursuant to instruction of the sender.
(3) If a receiving bank executes the payment order of the sender by issuing a payment order to a beneficiary different from the beneficiary of the sender’s order and the funds transfer is completed on the basis of that error, the sender of the payment order that was erroneously executed and all previous senders in the funds transfer are not obliged to pay the payment orders they issued. The issuer of the erroneous order is entitled to recover from the beneficiary of the order the payment received to the extent allowed by the law governing mistake and restitution.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part III - Execution of Sender’s Payment Order by Receiving Bank (Ss. 670.301-670.305) › 670.304 - Duty of sender to report erroneously executed payment order.

670.304 Duty of sender to report erroneously executed payment order.—If the sender of a payment order that is erroneously executed as stated in s. 670.303 receives notification from the receiving bank that the order was executed or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care to determine, on the basis of information available to the sender, that the order was erroneously executed and to notify the bank of the relevant facts within a reasonable time not exceeding 90 days after the notification from the bank was received by the sender. If the sender fails to perform that duty, the bank is not obliged to pay interest on any amount refundable to the sender under s. 670.402(4) for the period before the bank learns of the execution error. The bank is not entitled to any recovery from the sender on account of a failure by the sender to perform the duty stated in this section.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part III - Execution of Sender’s Payment Order by Receiving Bank (Ss. 670.301-670.305) › 670.305 - Liability for late or improper execution or failure to execute payment order.

670.305 Liability for late or improper execution or failure to execute payment order.—
(1) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of s. 670.302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (3), additional damages are not recoverable.
(2) If execution of a payment order by a receiving bank in breach of s. 670.302 results in noncompletion of the funds transfer, failure to use an intermediary bank designated by the originator, or issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (1), resulting from the improper execution. Except as provided in subsection (3), additional damages are not recoverable.
(3) In addition to the amounts payable under subsections (1) and (2), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank.
(4) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable.
(5) Reasonable attorney’s fees are recoverable if demand for compensation under subsection (1) or subsection (2) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (4) and the agreement does not provide for damages, reasonable attorney’s fees are recoverable if demand for compensation under subsection (4) is made and refused before an action is brought on the claim.
(6) Except as stated in this section, the liability of a receiving bank under subsections (1) and (2) may not be varied by agreement.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part IV - Payment (Ss. 670.401-670.406) › 670.401 - Payment date.

670.401 Payment date.—“Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary’s bank and, unless otherwise determined, is the day the order is received by the beneficiary’s bank.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part IV - Payment (Ss. 670.401-670.406) › 670.402 - Obligation of sender to pay receiving bank.

670.402 Obligation of sender to pay receiving bank.—
(1) This section is subject to ss. 670.205 and 670.207.
(2) With respect to a payment order issued to the beneficiary’s bank, acceptance of the order by the bank obliges the sender to pay the bank the amount of the order, but payment is not due until the payment date of the order.
(3) This subsection is subject to subsection (5) and to s. 670.303. With respect to a payment order issued to a receiving bank other than the beneficiary’s bank, acceptance of the order by the receiving bank obliges the sender to pay the bank the amount of the sender’s order. Payment by the sender is not due until the execution date of the sender’s order. The obligation of that sender to pay its payment order is excused if the funds transfer is not completed by acceptance by the beneficiary’s bank of a payment order instructing payment to the beneficiary of that sender’s payment order.
(4) If the sender of a payment order pays the order and was not obliged to pay all or part of the amount paid, the bank receiving payment is obliged to refund payment to the extent the sender was not obliged to pay. Except as provided in ss. 670.204 and 670.304, interest is payable on the refundable amount from the date of payment.
(5) If a funds transfer is not completed as stated in subsection (3) and an intermediary bank is obliged to refund payment as stated in subsection (4) but is unable to do so because not permitted by applicable law or because the bank suspends payments, a sender in the funds transfer that executed a payment order in compliance with an instruction, as stated in s. 670.302(1)(a), to route the funds transfer through that intermediary bank is entitled to receive or retain payment from the sender of the payment order that it accepted. The first sender in the funds transfer that issued an instruction requiring routing through that intermediary bank is subrogated to the right of the bank that paid the intermediary bank to refund as stated in subsection (4).
(6) The right of the sender of a payment order to be excused from the obligation to pay the order as stated in subsection (3) or to receive refund under subsection (4) may not be varied by agreement.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part IV - Payment (Ss. 670.401-670.406) › 670.403 - Payment by sender to receiving bank.

670.403 Payment by sender to receiving bank.—
(1) Payment of the sender’s obligation under s. 670.402 to pay the receiving bank occurs as follows:
(a) If the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a Federal Reserve bank or through a funds-transfer system.
(b) If the sender is a bank and the sender credited an account of the receiving bank with the sender or caused an account of the receiving bank in another bank to be credited, payment occurs when the credit is withdrawn or, if not withdrawn, at midnight of the day on which the credit is withdrawable and the receiving bank learns of that fact.
(c) If the receiving bank debits an account of the sender with the receiving bank, payment occurs when the debit is made to the extent the debit is covered by a withdrawable credit balance in the account.
(2) If the sender and receiving bank are members of a funds-transfer system that nets obligations multilaterally among participants, the receiving bank receives final settlement when settlement is complete in accordance with the rules of the system. The obligation of the sender to pay the amount of a payment order transmitted through the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against the sender’s obligation the right of the sender to receive payment from the receiving bank of the amount of any other payment order transmitted to the sender by the receiving bank through the funds-transfer system. The aggregate balance of obligations owed by each sender to each receiving bank in the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against that balance the aggregate balance of obligations owed to the sender by other members of the system. The aggregate balance is determined after the right of setoff stated in the second sentence of this subsection has been exercised.
(3) If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under s. 670.402 will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank must be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.
(4) In a case not covered by subsection (1), the time when payment of the sender’s obligation under s. 670.402(2) or (3) occurs is governed by applicable principles of law that determine when an obligation is satisfied.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part IV - Payment (Ss. 670.401-670.406) › 670.404 - Obligation of beneficiary’s bank to pay and give notice to beneficiary.

670.404 Obligation of beneficiary’s bank to pay and give notice to beneficiary.—
(1) Subject to ss. 670.211(5) and 670.405(4) and (5), if a beneficiary’s bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the bank, payment is due on the next funds-transfer business day. If the bank refuses to pay after demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the bank had notice of the damages, unless the bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.
(2) If a payment order accepted by the beneficiary’s bank instructs payment to an account of the beneficiary, the bank is obliged to notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first-class mail or any other means reasonable in the circumstances. If the bank fails to give the required notice, the bank is obliged to pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the bank. No other damages are recoverable. Reasonable attorney’s fees are also recoverable if demand for interest is made and refused before an action is brought on the claim.
(3) The right of a beneficiary to receive payment and damages as stated in subsection (1) may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection (2) may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part IV - Payment (Ss. 670.401-670.406) › 670.406 - Payment by originator to beneficiary; discharge of underlying obligation.

670.406 Payment by originator to beneficiary; discharge of underlying obligation.—
(1) Subject to ss. 670.211(5) and 670.405(4) and (5), the originator of a funds transfer pays the beneficiary of the originator’s payment order at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary’s bank in the funds transfer and in an amount equal to the amount of the order accepted by the beneficiary’s bank, but not more than the amount of the originator’s order.
(2) If payment under subsection (1) is made to satisfy an obligation, the obligation is discharged to the same extent discharge would result from payment to the beneficiary of the same amount in money, unless:
(a) The payment under subsection (1) was made by a means prohibited by the contract of the beneficiary with respect to the obligation;
(b) The beneficiary, within a reasonable time after receiving notice of receipt of the order by the beneficiary’s bank, notified the originator of the beneficiary’s refusal of the payment;
(c) Funds with respect to the order were not withdrawn by the beneficiary or applied to a debt of the beneficiary; and
(d) The beneficiary would suffer a loss that could reasonably have been avoided if payment had been made by a means complying with the contract.
If payment by the originator does not result in discharge under this section, the originator is subrogated to the rights of the beneficiary to receive payment from the beneficiary’s bank under s. 670.404(1).
(3) For the purpose of determining whether discharge of an obligation occurs under subsection (2), if the beneficiary’s bank accepts a payment order in an amount equal to the amount of the originator’s payment order less charges of one or more receiving banks in the funds transfer, payment to the beneficiary is deemed to be in the amount of the originator’s order unless upon demand by the beneficiary the originator does not pay the beneficiary the amount of the deducted charges.
(4) Rights of the originator or of the beneficiary of a funds transfer under this section may be varied only by agreement of the originator and the beneficiary.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.501 - Variation by agreement and effect of funds-transfer system rule.

670.501 Variation by agreement and effect of funds-transfer system rule.—
(1) Except as otherwise provided in this chapter, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.
(2) “Funds-transfer system rule” means a rule of an association of banks governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders, or to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a Federal Reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary’s bank. Except as otherwise provided in this chapter, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this chapter and indirectly affects another party to the funds transfer that does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in ss. 670.404(3), 670.405(4), and 670.507(3).
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.502 - Creditor process served on receiving bank; set-off by beneficiary’s bank.

670.502 Creditor process served on receiving bank; set-off by beneficiary’s bank.—
(1) As used in this section, the term “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.
(2) This subsection applies to creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining rights with respect to the creditor process, if the receiving bank accepts the payment order, the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.
(3) If a beneficiary’s bank has received a payment order for payment to the beneficiary’s account in the bank, the following rules apply:
(a) The bank may credit the beneficiary’s account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy creditor process served on the bank with respect to the account.
(b) The bank may credit the beneficiary’s account and allow withdrawal of the amount credited unless creditor process with respect to the account is served at a time and in a manner affording the bank a reasonable opportunity to act to prevent withdrawal.
(c) If creditor process with respect to the beneficiary’s account has been served and the bank has had a reasonable opportunity to act on it, the bank may not reject the payment order except for a reason unrelated to the service of process.
(4) Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary’s bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not obliged to act with respect to the process.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.503 - Injunction or restraining order with respect to funds transfer.

670.503 Injunction or restraining order with respect to funds transfer.—For proper cause and in compliance with applicable law, a court may restrain:
(1) A person from issuing a payment order to initiate a funds transfer;
(2) An originator’s bank from executing the payment order of the originator; or
(3) The beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds.
A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.504 - Order in which items and payment orders may be charged to account; order of withdrawals from account.

670.504 Order in which items and payment orders may be charged to account; order of withdrawals from account.—
(1) 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.
(2) 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.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.505 - Preclusion of objection to debit of customer’s account.

670.505 Preclusion of objection to debit of customer’s account.—If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer’s objection to the payment within 1 year after the notification was received by the customer.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.506 - Rate of interest.

670.506 Rate of interest.—
(1) If, under this chapter, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined:
(a) By agreement of the sender and receiving bank; or
(b) By a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.
(2) If the amount of interest is not determined by an agreement or rule as stated in subsection (1), 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 360. 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.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 670 - Uniform Commercial Code: Funds Transfers › Part V - Miscellaneous Provisions (Ss. 670.501-670.507) › 670.507 - Choice of law.

670.507 Choice of law.—
(1) The following rules apply unless the affected parties otherwise agree or subsection (3) applies:
(a) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.
(b) The rights and obligations between the beneficiary’s bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary’s bank is located.
(c) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary’s bank is located.
(2) If the parties described in each paragraph of subsection (1) have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.
(3) A funds-transfer system rule may select the law of a particular jurisdiction to govern:
(a) Rights and obligations between participating banks with respect to payment orders transmitted or processed through the system; or
(b) The rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system.
A choice of law made pursuant to paragraph (a) is binding on participating banks. A choice of law made pursuant to paragraph (b) is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.
(4) In the event of inconsistency between an agreement under subsection (2) and a choice-of-law rule under subsection (3), the agreement under subsection (2) prevails.
(5) If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
History.—s. 1, ch. 91-70.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.101 - Short title; scope of chapter.

671.101 Short title; scope of chapter.—
(1) Chapters 670-680 may be cited as the “Uniform Commercial Code.”
(2) This chapter applies to a transaction to the extent that it is governed by another chapter of this code and may be cited as the “Uniform Commercial Code—General Provisions.”
History.—s. 1, ch. 65-254; s. 2, ch. 90-278; s. 2, ch. 91-70; s. 4, ch. 2007-134.
Note.—s. 1-101, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.102 - Purposes; rules of construction; variation by agreement.

671.102 Purposes; rules of construction; variation by agreement.—
(1) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are:
(a) To simplify, clarify, and modernize the law governing commercial transactions.
(b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.
(c) To make uniform the law among the various jurisdictions.
(2)(a) Except as otherwise provided in this code, the effect of provisions of this code may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this code may not be disclaimed by agreement, but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable. Whenever this code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c) The presence in certain provisions of this code of the words “unless otherwise agreed” or words of similar import does not imply that the effect of other provisions may not be varied by agreement under this subsection.
(3) In this code, unless the context otherwise requires:
(a) Words in the singular include the plural, and words in the plural include the singular.
(b) Words of either gender also refer to the other gender.
History.—s. 1, ch. 65-254; s. 551, ch. 97-102; s. 5, ch. 2007-134.
Note.—s. 1-102, U.C.C.; supersedes ss. 678.53, 614.31.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.103 - Supplementary general principles of law applicable.

671.103 Supplementary general principles of law applicable.—Unless displaced by the particular provisions of this code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions.
History.—s. 1, ch. 65-254.
Note.—s. 1-103, U.C.C.; supersedes ss. 678.52, 673.17, 614.20.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.104 - Construction against implicit repeal.

671.104 Construction against implicit repeal.—This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
History.—s. 1, ch. 65-254.
Note.—s. 1-104, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.105 - Territorial application of the code; parties’ power to choose applicable law.

671.105 Territorial application of the code; parties’ power to choose applicable law.—
(1) Except as 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 will govern their rights and duties. Failing such agreement, this code applies to transactions bearing an appropriate relation to this state.
(2) When one of the following provisions of this code specifies the applicable law, that provision governs; and a contrary agreement is effective only to the extent permitted by the law (including the conflict-of-laws rules) so specified:
(a) Governing law in the chapter on funds transfers. (s. 670.507)
(b) Rights of sellers’ creditors against sold goods. (s. 672.402)
(c) Applicability of the chapter on bank deposits and collections. (s. 674.102)
(d) Applicability of the chapter on letters of credit. (s. 675.116)
(e) Applicability of the chapter on investment securities. (s. 678.1101)
(f) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. (ss. 679.3011-679.3071)
(g) Applicability of the chapter on leases. (ss. 680.1051 and 680.1061)
History.—s. 1, ch. 65-254; s. 1, ch. 79-398; s. 3, ch. 90-278; s. 3, ch. 91-70; s. 1, ch. 93-77; s. 20, ch. 98-11; s. 65, ch. 99-3; s. 2, ch. 99-137; s. 9, ch. 2001-198.
Note.—s. 1-105, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.106 - Remedies to be liberally administered.

671.106 Remedies to be liberally administered.—
(1) The remedies provided by this code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special nor penal damages may be had except as specifically provided in this code or by other rule of law.
(2) Any right or obligation declared by this code is enforceable by action unless the provision declaring it specifies a different and limited effect.
History.—s. 1, ch. 65-254; s. 6, ch. 2007-134.
Note.—s. 1-106, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.107 - Waiver or renunciation of claim or right after breach.

671.107 Waiver or renunciation of claim or right after breach.—A claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
History.—s. 1, ch. 65-254; s. 7, ch. 2007-134.
Note.—s. 1-107, U.C.C.; supersedes ss. 675.28, 675.30.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.108 - Severability.

671.108 Severability.—If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the code which can be given effect without the invalid provision or application, and to this end the provisions of this code are declared to be severable.
History.—s. 1, ch. 65-254.
Note.—s. 1-108, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part I - Short Title, Construction, Application, and Subject Matter (Ss. 671.101-671.109) › 671.109 - Section captions.

671.109 Section captions.—Section captions are parts of this code.
History.—s. 1, ch. 65-254.
Note.—s. 1-109, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.202 - Prima facie evidence by third-party documents.

671.202 Prima facie evidence by third-party documents.—A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
History.—s. 1, ch. 65-254; s. 9, ch. 2007-134.
Note.—s. 1-202, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.203 - Obligation of good faith.

671.203 Obligation of good faith.—Every contract or duty within this code imposes an obligation of good faith in its performance and enforcement.
History.—s. 1, ch. 65-254; s. 10, ch. 2007-134.
Note.—s. 1-203, U.C.C.; supersedes ss. 678.54, 614.02(11).
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.204 - Actions taken within reasonable time; seasonably.

671.204 Actions taken within reasonable time; seasonably.—
(1) Whether a time for taking an action required by this code is reasonable depends on the nature, purpose, and circumstances of the action.
(2) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
History.—s. 1, ch. 65-254; s. 11, ch. 2007-134.
Note.—s. 1-204, U.C.C.; supersedes s. 674.01.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.205 - Course of performance; course of dealing; usage of trade.

671.205 Course of performance; course of dealing; usage of trade.—
(1) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:
(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(b) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(2) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(3) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar record, the interpretation of the record is a question of law.
(4) A course of performance or a course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(5) Except as otherwise provided in subsection (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:
(a) Express terms prevail over course of performance, course of dealing, and usage of trade;
(b) Course of performance prevails over course of dealing and usage of trade; and
(c) Course of dealing prevails over usage of trade.
(6) A course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
History.—s. 1, ch. 65-254; s. 553, ch. 97-102; s. 12, ch. 2007-134.
Note.—s. 1-205, U.C.C.; supersedes s. 674.01.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.207 - Performance or acceptance under reservation of rights.

671.207 Performance or acceptance under reservation of rights.—
(1) A party who, 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.
(2) Subsection (1) does not apply to an accord and satisfaction.
History.—s. 1, ch. 65-254; s. 4, ch. 92-82.
Note.—s. 1-207, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.208 - Option to accelerate at will.

671.208 Option to accelerate at will.—A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when she or he deems herself or himself insecure” or in words of similar import must be construed to mean that she or he has power to do so only if she or he in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against whom the power has been exercised.
History.—s. 1, ch. 65-254; s. 555, ch. 97-102; s. 14, ch. 2007-134.
Note.—s. 1-208, U.C.C.; supersedes s. 674.03(3).
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.209 - Notice; knowledge.

671.209 Notice; knowledge.—
(1) Subject to subsection (6), a person has “notice” of a fact if the person:
(a) Has actual knowledge of it;
(b) Has received a notice or notification of it; or
(c) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(2) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.
(3) “Discover,” “learn,” or words of similar import refer to knowledge rather than to reason to know.
(4) A person “notifies” or “gives a notice or notification to” another person by taking such steps as may be reasonably required to inform the other person in ordinary course, regardless of whether the other person actually comes to know of it.
(5) Subject to subsection (6), a person “receives” a notice or notification when:
(a) It comes to that person’s attention; or
(b) It is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(6) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the person conducting that transaction and, in any event, from the time it would have been brought to the person’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
History.—s. 15, ch. 2007-134.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.21 - Presumptions.

671.21 Presumptions.—Whenever this code creates a “presumption” with respect to a fact or provides that a fact is “presumed,” the trier of fact must find the existence of the fact presumed unless evidence is introduced which supports a finding of its nonexistence.
History.—s. 16, ch. 2007-134.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.211 - Value.

671.211 Value.—Except as otherwise provided with respect to negotiable instruments and bank collections as provided in ss. 673.3031, 674.2101, and 674.2111, a person gives value for rights if the person acquires them:
(1) In return for a binding commitment to extend credit or for the extension of immediately available credit whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2) As security for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting delivery under a preexisting contract for purchase; or
(4) In return for any consideration sufficient to support a simple contract.
History.—s. 17, ch. 2007-134.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.212 - Relation to Electronic Signatures in Global and National Commerce Act.

671.212 Relation to Electronic Signatures in Global and National Commerce Act.—This code modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., except that nothing in this code modifies, limits, or supersedes 15 U.S.C. s. 7001(c) or authorizes electronic delivery of any of the notices described in 15 U.S.C. s. 7003(b).
History.—s. 18, ch. 2007-134.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part II - General Definitions and Principles of Interpretation (Ss. 671.201-671.213) › 671.213 - Subordinated obligations.

671.213 Subordinated obligations.—An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
History.—s. 19, ch. 2007-134.