reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 2 - ISSUE AND ISSUER › Section 28-8-209 - ISSUER’S LIEN.

28-8-209. ISSUER’S LIEN. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
History:
[28-8-209, added 1995, ch. 272, sec. 2, p. 888.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 2 - ISSUE AND ISSUER › Section 28-8-210 - OVERISSUE.

28-8-210. OVERISSUE. (1) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
(2) Except as otherwise provided in subsections (3) and (4) of this section, the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.
(3) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.
(4) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person’s demand.
History:
[28-8-210, added 1995, ch. 272, sec. 2, p. 888.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-301 - DELIVERY.

28-8-301. DELIVERY. (1) Delivery of a certificated security to a purchaser occurs when:
(a) The purchaser acquires possession of the security certificate;
(b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
(c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is: (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.
(2) Delivery of an uncertificated security to a purchaser occurs when:
(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
History:
[28-8-301, added 1995, ch. 272, sec. 2, p. 889; am. 2001, ch. 208, sec. 17, p. 814.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-302 - RIGHTS OF PURCHASER.

28-8-302. RIGHTS OF PURCHASER. (1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(3) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
History:
[28-8-302, added 1995, ch. 272, sec. 2, p. 889; am. 2001, ch. 208, sec. 18, p. 815.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-303 - PROTECTED PURCHASER.

28-8-303. PROTECTED PURCHASER. (1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(a) Gives value;
(b) Does not have notice of any adverse claim to the security; and
(c) Obtains control of the certificated or uncertificated security.
(2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
History:
[28-8-303, added 1995, ch. 272, sec. 2, p. 889.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-304 - INDORSEMENT.

28-8-304. INDORSEMENT. (1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.
(2) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.
(3) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.
(4) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.
(5) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.
(6) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 28-8-108 and not an obligation that the security will be honored by the issuer.
History:
[28-8-304, added 1995, ch. 272, sec. 2, p. 890.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-305 - INSTRUCTION.

28-8-305. INSTRUCTION. (1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.
(2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed in section 28-8-108 and not an obligation that the security will be honored by the issuer.
History:
[28-8-305, added 1995, ch. 272, sec. 2, p. 890.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-306 - EFFECT OF GUARANTEEING SIGNATURE, INDORSEMENT OR INSTRUCTION.

28-8-306. EFFECT OF GUARANTEEING SIGNATURE, INDORSEMENT OR INSTRUCTION. (1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:
(a) The signature was genuine;
(b) The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(c) The signer had legal capacity to sign.
(2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
(a) The signature was genuine;
(b) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(c) The signer had legal capacity to sign.
(3) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (2) of this section and also warrants that at the time the instruction is presented to the issuer:
(a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(b) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.
(4) A guarantor under subsections (1) and (2) of this section, or a special guarantor under subsection (3) of this section, does not otherwise warrant the rightfulness of the transfer.
(5) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (1) of this section and also warrants the rightfulness of the transfer in all respects.
(6) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (3) of this section and also warrants the rightfulness of the transfer in all respects.
(7) An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer.
(8) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
History:
[28-8-306, added 1995, ch. 272, sec. 2, p. 890.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 28-8-307 - PURCHASER’S RIGHT TO REQUISITES FOR REGISTRATION OF TRANSFER.

28-8-307. PURCHASER’S RIGHT TO REQUISITES FOR REGISTRATION OF TRANSFER. Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
History:
[28-8-307, added 1995, ch. 272, sec. 2, p. 891.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-401 - DUTY OF ISSUER TO REGISTER TRANSFER.

28-8-401. DUTY OF ISSUER TO REGISTER TRANSFER. (1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(b) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (section 28-8-402);
(d) Any applicable law relating to the collection of taxes has been complied with;
(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 28-8-204;
(f) A demand that the issuer not register transfer has not become effective under section 28-8-403, or the issuer has complied with section 28-8-403(2), but no legal process or indemnity bond is obtained as provided in section 28-8-403(4); and
(g) The transfer is in fact rightful or is to a protected purchaser.
(2) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
History:
[28-8-401, added 1995, ch. 272, sec. 2, p. 891.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-402 - ASSURANCE THAT INDORSEMENT OR INSTRUCTION IS EFFECTIVE.

28-8-402. ASSURANCE THAT INDORSEMENT OR INSTRUCTION IS EFFECTIVE. (1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
(a) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(b) If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(c) If the indorsement is made or the instruction is originated by a fiduciary pursuant to section 28-8-107(1)(d) or (1)(e), appropriate evidence of appointment or incumbency;
(d) If there is more than one (1) fiduciary, reasonable assurance that all who are required to sign have done so; and
(e) If the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.
(2) An issuer may elect to require reasonable assurance beyond that specified in this section.
(3) In this section:
(a) "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.
(b) "Appropriate evidence of appointment or incumbency" means:
(i) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty (60) days before the date of presentation for transfer; or
(ii) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.
History:
[28-8-402, added 1995, ch. 272, sec. 2, p. 892; am. 2015, ch. 244, sec. 14, p. 1015.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-403 - DEMAND THAT ISSUER NOT REGISTER TRANSFER.

28-8-403. DEMAND THAT ISSUER NOT REGISTER TRANSFER. (1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.
(2) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:
(a) The certificated security has been presented for registration of transfer or instruction for registration of transfer of uncertificated security has been received;
(b) A demand that the issuer not register transfer had previously been received; and
(c) The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.
(3) The period described in subsection (2)(c) of this section may not exceed thirty (30) days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(4) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:
(a) Obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or
(b) File with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.
(5) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.
History:
[28-8-403, added 1995, ch. 272, sec. 2, p. 893.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-404 - WRONGFUL REGISTRATION.

28-8-404. WRONGFUL REGISTRATION. (1) Except as otherwise provided in section 28-8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
(a) Pursuant to an ineffective indorsement or instruction;
(b) After a demand that the issuer not register transfer became effective under section 28-8-403(1), and the issuer did not comply with section 28-8-403(2);
(c) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order or other legal process; or
(d) By an issuer acting in collusion with the wrongdoer.
(2) An issuer that is liable for wrongful registration of transfer under subsection (1) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by section 28-8-210.
(3) Except as otherwise provided in subsection (1) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
History:
[28-8-404, added 1995, ch. 272, sec. 2, p. 893.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-405 - REPLACEMENT OF LOST, DESTROYED, OR WRONGFULLY TAKEN SECURITY CERTIFICATE.

28-8-405. REPLACEMENT OF LOST, DESTROYED, OR WRONGFULLY TAKEN SECURITY CERTIFICATE. (1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner:
(a) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(b) Files with the issuer a sufficient indemnity bond; and
(c) Satisfies other reasonable requirements imposed by the issuer.
(2) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by section 28-8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
History:
[28-8-405, added 1995, ch. 272, sec. 2, p. 894.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-406 - OBLIGATION TO NOTIFY ISSUER OF LOST, DESTROYED OR WRONGFULLY TAKEN SECURITY CERTIFICATE.

28-8-406. OBLIGATION TO NOTIFY ISSUER OF LOST, DESTROYED OR WRONGFULLY TAKEN SECURITY CERTIFICATE. If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 28-8-404 or a claim to a new security certificate under section 28-8-405.
History:
[28-8-406, added 1995, ch. 272, sec. 2, p. 894.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 4 - REGISTRATION › Section 28-8-407 - AUTHENTICATING TRUSTEE, TRANSFER AGENT, AND REGISTRAR.

28-8-407. AUTHENTICATING TRUSTEE, TRANSFER AGENT, AND REGISTRAR. A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
History:
[28-8-407, added 1995, ch. 272, sec. 2, p. 895.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-501 - SECURITIES ACCOUNT AND ACQUISITION OF SECURITY ENTITLEMENT FROM SECURITIES INTERMEDIARY.

28-8-501. SECURITIES ACCOUNT AND ACQUISITION OF SECURITY ENTITLEMENT FROM SECURITIES INTERMEDIARY. (1) "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(2) Except as otherwise provided in subsections (4) and (5) of this section, a person acquires a security entitlement if a securities intermediary:
(a) Indicates by book entry that a financial asset has been credited to the person’s securities account;
(b) Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account; or
(c) Becomes obligated under other law, regulation or rule to credit a financial asset to the person’s securities account.
(3) If a condition of subsection (2) of this section has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(4) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(5) Issuance of a security is not establishment of a security entitlement.
History:
[28-8-501, added 1995, ch. 272, sec. 2, p. 895.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-502 - ASSERTION OF ADVERSE CLAIM AGAINST ENTITLEMENT HOLDER.

28-8-502. ASSERTION OF ADVERSE CLAIM AGAINST ENTITLEMENT HOLDER. An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under section 28-8-501, for value and without notice of the adverse claim.
History:
[28-8-502, added 1995, ch. 272, sec. 2, p. 895.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-504 - DUTY OF SECURITIES INTERMEDIARY TO MAINTAIN FINANCIAL ASSET.

28-8-504. DUTY OF SECURITIES INTERMEDIARY TO MAINTAIN FINANCIAL ASSET. (1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one (1) or more other securities intermediaries.
(2) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (1) of this section.
(3) A securities intermediary satisfies the duty in subsection (1) of this section if:
(a) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(4) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
History:
[28-8-504, added 1995, ch. 272, sec. 2, p. 896.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-505 - DUTY OF SECURITIES INTERMEDIARY WITH RESPECT TO PAYMENTS AND DISTRIBUTIONS.

28-8-505. DUTY OF SECURITIES INTERMEDIARY WITH RESPECT TO PAYMENTS AND DISTRIBUTIONS. (1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:
(a) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(2) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
History:
[28-8-505, added 1995, ch. 272, sec. 2, p. 897.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-506 - DUTY OF SECURITIES INTERMEDIARY TO EXERCISE RIGHTS AS DIRECTED BY ENTITLEMENT HOLDER.

28-8-506. DUTY OF SECURITIES INTERMEDIARY TO EXERCISE RIGHTS AS DIRECTED BY ENTITLEMENT HOLDER. A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
History:
[28-8-506, added 1995, ch. 272, sec. 2, p. 897.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-507 - DUTY OF SECURITIES INTERMEDIARY TO COMPLY WITH ENTITLEMENT ORDER.

28-8-507. DUTY OF SECURITIES INTERMEDIARY TO COMPLY WITH ENTITLEMENT ORDER. (1) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:
(a) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(2) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
History:
[28-8-507, added 1995, ch. 272, sec. 2, p. 897.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-508 - DUTY OF SECURITIES INTERMEDIARY TO CHANGE ENTITLEMENT HOLDER’S POSITION TO OTHER FORM OF SECURITY HOLDING.

28-8-508. DUTY OF SECURITIES INTERMEDIARY TO CHANGE ENTITLEMENT HOLDER’S POSITION TO OTHER FORM OF SECURITY HOLDING. A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
History:
[28-8-508, added 1995, ch. 272, sec. 2, p. 898.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-509 - SPECIFICATION OF DUTIES OF SECURITIES INTERMEDIARY BY OTHER STATUTE OR REGULATION — MANNER OF PERFORMANCE OF DUTIES OF SECURITIES INTERMEDIARY AND EXERCISE OF RIGHTS OF ENTITLEMENT HOLDER.

28-8-509. SPECIFICATION OF DUTIES OF SECURITIES INTERMEDIARY BY OTHER STATUTE OR REGULATION — MANNER OF PERFORMANCE OF DUTIES OF SECURITIES INTERMEDIARY AND EXERCISE OF RIGHTS OF ENTITLEMENT HOLDER. (1) If the substance of a duty imposed upon a securities intermediary by sections 28-8-504 through 28-8-508 is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.
(2) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(3) The obligation of a securities intermediary to perform the duties imposed by sections 28-8-504 through 28-8-508 is subject to:
(a) Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(b) Rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(4) Sections 28-8-504 through 28-8-508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.
History:
[28-8-509, added 1995, ch. 272, sec. 2, p. 898.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-510 - RIGHTS OF PURCHASER OF SECURITY ENTITLEMENT FROM ENTITLEMENT HOLDER.

28-8-510. RIGHTS OF PURCHASER OF SECURITY ENTITLEMENT FROM ENTITLEMENT HOLDER. (1) In a case not covered by the priority rules in chapter 9, title 28, Idaho Code, or the rules stated in subsection (3) of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.
(2) If an adverse claim could not have been asserted against an entitlement holder under section 28-8-502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.
(3) In a case not covered by the priority rules in chapter 9, title 28, Idaho Code, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subsection (4) of this section, purchasers who have control rank according to priority in time of:
(a) The purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under section 28-8-106(4)(a);
(b) The securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under section 28-8-106(4)(b); or
(c) If the purchaser obtained control through another person under section 28-8-106(4)(c), the time on which priority would be based under this subsection if the other person were the secured party.
(4) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.
History:
[28-8-510, added 1995, ch. 272, sec. 2, p. 899; am. 2001, ch. 208, sec. 19, p. 815.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 8 - INVESTMENT SECURITIES › Part 5 - SECURITY ENTITLEMENTS › Section 28-8-511 - PRIORITY AMONG SECURITY INTERESTS AND ENTITLEMENT HOLDERS.

28-8-511. PRIORITY AMONG SECURITY INTERESTS AND ENTITLEMENT HOLDERS. (1) Except as otherwise provided in subsections (2) and (3) of this section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.
(2) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary’s entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.
(3) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.
History:
[28-8-511, added 1995, ch. 272, sec. 2, p. 899.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-101 - SHORT TITLE.

28-9-101. SHORT TITLE. This chapter may be cited as "Uniform Commercial Code — Secured Transactions."
History:
[28-9-101, added 2001, ch. 208, sec. 2, p. 708.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-104 - CONTROL OF DEPOSIT ACCOUNT.

28-9-104. CONTROL OF DEPOSIT ACCOUNT. (a) A secured party has control of a deposit account if:
(1) The secured party is the bank with which the deposit account is maintained;
(2) The debtor, secured party, and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or
(3) The secured party becomes the bank’s customer with respect to the deposit account.
(b) A secured party that has satisfied subsection (a) of this section has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
History:
[28-9-104, added 2001, ch. 208, sec. 2, p. 719.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-105 - CONTROL OF ELECTRONIC CHATTEL PAPER.

28-9-105. CONTROL OF ELECTRONIC CHATTEL PAPER. (a) A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned.
(b) A system satisfies subsection (a) of this section, and a secured party has control of electronic chattel paper, if the record or records comprising the chattel paper are created, stored and assigned in such a manner that:
(1) A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (4), (5) and (6) of this subsection, unalterable;
(2) The authoritative copy identifies the secured party as the assignee of the record or records;
(3) The authoritative copy is communicated to and maintained by the secured party or its designated custodian;
(4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party;
(5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
History:
[28-9-105, added 2001, ch. 208, sec. 2, p. 719; am. 2012, ch. 145, sec. 2, p. 390.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-106 - CONTROL OF INVESTMENT PROPERTY.

28-9-106. CONTROL OF INVESTMENT PROPERTY. (a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 28-8-106.
(b) A secured party has control of a commodity contract if:
(1) The secured party is the commodity intermediary with which the commodity contract is carried; or
(2) The commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(c) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
History:
[28-9-106, added 2001, ch. 208, sec. 2, p. 719.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-107 - CONTROL OF LETTER OF CREDIT RIGHT.

28-9-107. CONTROL OF LETTER OF CREDIT RIGHT. A secured party has control of a letter of credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under section 28-5-114(3) or otherwise applicable law or practice.
History:
[28-9-107, added 2001, ch. 208, sec. 2, p. 720.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-108 - SUFFICIENCY OF DESCRIPTION.

28-9-108. SUFFICIENCY OF DESCRIPTION. (a) Except as otherwise provided in subsections (c), (d) and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.
(b) Except as otherwise provided in subsection (d) of this section, a description of collateral reasonably identifies the collateral if it identifies the collateral by:
(1) Specific listing;
(2) Category;
(3) Except as otherwise provided in subsection (e) of this section, a type of collateral defined in the uniform commercial code;
(4) Quantity;
(5) Computational or allocational formula or procedure; or
(6) Except as otherwise provided in subsection (c) of this section, any other method, if the identity of the collateral is objectively determinable.
(c) A description of collateral as "all the debtor’s assets" or "all the debtor’s personal property" or using words of similar import does not reasonably identify the collateral.
(d) Except as otherwise provided in subsection (e) of this section, a description of a security entitlement, securities account or commodity account is sufficient if it describes:
(1) The collateral by those terms or as investment property; or
(2) The underlying financial asset or commodity contract.
(e) A description only by type of collateral defined in the uniform commercial code is an insufficient description of:
(1) A commercial tort claim; or
(2) In a consumer transaction, consumer goods, a security entitlement, a securities account or a commodity account.
History:
[28-9-108, added 2001, ch. 208, sec. 2, p. 720.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 28-9-110 - SECURITY INTERESTS ARISING UNDER CHAPTER 2 OR 12, TITLE 28, IDAHO CODE.

28-9-110. SECURITY INTERESTS ARISING UNDER CHAPTER 2 OR 12, TITLE 28, IDAHO CODE. A security interest arising under section 28-2-401, 28-2-505, 28-2-711(3) or 28-12-508(5) is subject to this chapter. However, until the debtor obtains possession of the goods:
(1) The security interest is enforceable, even if section 28-9-203(b)(3) has not been satisfied;
(2) Filing is not required to perfect the security interest;
(3) The rights of the secured party after default by the debtor are governed by chapter 2 or 12, title 28, Idaho Code; and
(4) The security interest has priority over a conflicting security interest created by the debtor.
History:
[28-9-110, added 2001, ch. 208, sec. 2, p. 722.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 2 - EFFECTIVENESS OF SECURITY AGREEMENT — ATTACHMENT OF SECURITY INTEREST — RIGHTS OF PARTIES TO SECURITY AGREEMENT › Section 28-9-201 - GENERAL EFFECTIVENESS OF SECURITY AGREEMENT.

28-9-201. GENERAL EFFECTIVENESS OF SECURITY AGREEMENT. (a) Except as otherwise provided in the uniform commercial code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.
(b) A transaction subject to this chapter is subject to any applicable rule of law which establishes a different rule for consumers, to the Idaho credit code, chapters 41 through 49, title 28, Idaho Code, and any rules promulgated thereunder and to the Idaho credit union act, chapter 21, title 26, Idaho Code, and any rules promulgated thereunder.
(c) In case of conflict between this chapter and a rule of law, statute or rule described in subsection (b) of this section, the rule of law, statute or rule controls. Failure to comply with a statute or rule described in subsection (b) of this section has only the effect the statute or rule specifies.
(d) This chapter does not:
(1) Validate any rate, charge, agreement or practice that violates a rule of law, statute or rule described in subsection (b) of this section; or
(2) Extend the application of the rule of law, statute or rule to a transaction not otherwise subject to it.
History:
[28-9-201, added 2001, ch. 208, sec. 2, p. 722.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 2 - EFFECTIVENESS OF SECURITY AGREEMENT — ATTACHMENT OF SECURITY INTEREST — RIGHTS OF PARTIES TO SECURITY AGREEMENT › Section 28-9-202 - TITLE TO COLLATERAL IMMATERIAL.

28-9-202. TITLE TO COLLATERAL IMMATERIAL. Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this chapter with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
History:
[28-9-202, added 2001, ch. 208, sec. 2, p. 723.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 9 - SECURED TRANSACTIONS › Part 2 - EFFECTIVENESS OF SECURITY AGREEMENT — ATTACHMENT OF SECURITY INTEREST — RIGHTS OF PARTIES TO SECURITY AGREEMENT › Section 28-9-204 - AFTER-ACQUIRED PROPERTY — FUTURE ADVANCES.

28-9-204. AFTER-ACQUIRED PROPERTY — FUTURE ADVANCES. (a) Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral.
(b) A security interest does not attach under a term constituting an after-acquired property clause to:
(1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten (10) days after the secured party gives value; or
(2) A commercial tort claim.
(c) A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
History:
[28-9-204, added 2001, ch. 208, sec. 2, p. 724.]