reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2704 - Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

554.2704 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
1. An aggrieved seller under section 554.2703 may:
a. identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in the seller’s possession or control;
b. treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
2. Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
[C24, 27, 31, 35, 39, §9992, 9993; C46, 50, 54, 58, 62, §554.64, 554.65; C66, 71, 73, 75, 77, 79, 81, §554.2704]
2008 Acts, ch 1032, §74
Referred to in §554.2610, 554.2703
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2705 - Seller’s stoppage of delivery in transit or otherwise.

554.2705 Seller’s stoppage of delivery in transit or otherwise.
1. The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (section 554.2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
2. As against such buyer the seller may stop delivery until:
a. receipt of the goods by the buyer; or
b. acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
c. such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
d. negotiation to the buyer of any negotiable document of title covering the goods.
3. a. To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
b. After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
c. If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
d. A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
[S13, §3138-a9, -a11, -a49, -b11, -b13, -b41; C24, 27, 31, 35, 39, §8256, 8258, 8286, 9669, 9671, 9709, 9986 – 9988; C46, 50, 54, 58, 62, §487.12, 487.14, 487.42, 542.9, 542.11, 542.49, 554.58 – 554.60; C66, 71, 73, 75, 77, 79, 81, §554.2705]
2007 Acts, ch 30, §45, 46, 60, 61
Referred to in §554.2702, 554.2703, 554.2707, 554.7403, 554.7504
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2706 - Seller’s resale including contract for resale.

554.2706 Seller’s resale including contract for resale.
1. Under the conditions stated in section 554.2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (section 554.2710), but less expenses saved in consequence of the buyer’s breach.
2. Except as otherwise provided in subsection 3 or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
3. Where the resale is at private sale the seller must give the buyer reasonable notification of the seller’s intention to resell.
4. Where the resale is at public sale
a. only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
b. it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
c. if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
d. the seller may buy.
5. A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
6. The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (section 554.2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of that person’s security interest, as hereinafter defined (section 554.2711, subsection 3).
[C24, 27, 31, 35, 39, §9989; C46, 50, 54, 58, 62, §554.61; C66, 71, 73, 75, 77, 79, 81, §554.2706]
2015 Acts, ch 29, §98
Referred to in §554.2703, 554.2707, 554.2711, 554.2718
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2707 - “Person in the position of a seller”.

554.2707 “Person in the position of a seller”.
1. A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of the agent’s principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
2. A person in the position of a seller may as provided in this Article withhold or stop delivery (section 554.2705) and resell (section 554.2706) and recover incidental damages (section 554.2710).
[C24, 27, 31, 35, 39, §9981; C46, 50, 54, 58, 62, §554.53; C66, 71, 73, 75, 77, 79, 81, §554.2707]
Referred to in §554.2103, 554.2104, 554.2706
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2708 - Seller’s damages for nonacceptance or repudiation.

554.2708 Seller’s damages for nonacceptance or repudiation.
1. Subject to subsection 2 and to the provisions of this Article with respect to proof of market price (section 554.2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article (section 554.2710), but less expenses saved in consequence of the buyer’s breach.
2. If the measure of damages provided in subsection 1 is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (section 554.2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
[C24, 27, 31, 35, 39, §9993; C46, 50, 54, 58, 62, §554.65; C66, 71, 73, 75, 77, 79, 81, §554.2708]
Referred to in §554.2703, 554.2709, 554.2723
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2709 - Action for the price.

554.2709 Action for the price.
1. When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 554.2710, the price:
a. of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
b. of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
2. Where the seller sues for the price the seller must hold for the buyer any goods which have been identified to the contract and are still in the seller’s control except that if resale becomes possible the seller may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles the buyer to any goods not resold.
3. After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (section 554.2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under section 554.2708.
[C24, 27, 31, 35, 39, §9992; C46, 50, 54, 58, 62, §554.64; C66, 71, 73, 75, 77, 79, 81, §554.2709]
2008 Acts, ch 1032, §75; 2009 Acts, ch 41, §162
Referred to in §554.2703
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2710 - Seller’s incidental damages.

554.2710 Seller’s incidental damages.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.
[C24, 27, 31, 35, 39, §9993, 9999; C46, 50, 54, 58, 62, §554.65, 554.71; C66, 71, 73, 75, 77, 79, 81, §554.2710]
Referred to in §554.2706, 554.2707, 554.2708, 554.2709
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2711 - Buyer’s remedies in general — buyer’s security interest in rejected goods.

554.2711 Buyer’s remedies in general — buyer’s security interest in rejected goods.
1. Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 554.2612), the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much of the price as has been paid:
a. “cover” and have damages under section 554.2712 as to all the goods affected whether or not they have been identified to the contract; or
b. recover damages for nondelivery as provided in this Article (section 554.2713).
2. Where the seller fails to deliver or repudiates the buyer may also:
a. if the goods have been identified recover them as provided in this Article (section 554.2502); or
b. in a proper case obtain specific performance or replevy the goods as provided in this Article (section 554.2716).
3. On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in the buyer’s possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 554.2706).
[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2711]
2008 Acts, ch 1032, §76
Referred to in §554.2602, 554.2603, 554.2610, 554.2706, 554.2712, 554.9102, 554.9109, 554.9110, 554.9309, 554.9325
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2712 - “Cover” — buyer’s procurement of substitute goods.

554.2712 “Cover” — buyer’s procurement of substitute goods.
1. After a breach within section 554.2711 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
2. The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 554.2715), but less expenses saved in consequence of the seller’s breach.
3. Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.
[C66, 71, 73, 75, 77, 79, 81, §554.2712]
2008 Acts, ch 1032, §77
Referred to in §554.2103, 554.2711
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2713 - Buyer’s damages for nondelivery or repudiation.

554.2713 Buyer’s damages for nondelivery or repudiation.
1. Subject to the provisions of this Article with respect to proof of market price (section 554.2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this Article (section 554.2715), but less expenses saved in consequence of the seller’s breach.
2. Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
[C24, 27, 31, 35, 39, §9996; C46, 50, 54, 58, 62, §554.68; C66, 71, 73, 75, 77, 79, 81, §554.2713]
Referred to in §554.2711, 554.2723
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2714 - Buyer’s damages for breach in regard to accepted goods.

554.2714 Buyer’s damages for breach in regard to accepted goods.
1. Where the buyer has accepted goods and given notification (section 554.2607, subsection 3) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.
2. The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
3. In a proper case any incidental and consequential damages under section 554.2715 may also be recovered.
[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2714]
2008 Acts, ch 1032, §78; 2015 Acts, ch 29, §99
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2715 - Buyer’s incidental and consequential damages.

554.2715 Buyer’s incidental and consequential damages.
1. Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
2. Consequential damages resulting from the seller’s breach include
a. any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
b. injury to person or property proximately resulting from any breach of warranty.
[C24, 27, 31, 35, 39, §9998, 9999; C46, 50, 54, 58, 62, §554.70, 554.71; C66, 71, 73, 75, 77, 79, 81, §554.2715]
Referred to in §554.2712, 554.2713, 554.2714
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2716 - Buyer’s right to specific performance or replevin.

554.2716 Buyer’s right to specific performance or replevin.
1. Specific performance may be decreed where the goods are unique or in other proper circumstances.
2. The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
3. The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
[C24, 27, 31, 35, 39, §9995, 9997; C46, 50, 54, 58, 62, §554.67, 554.69; C66, 71, 73, 75, 77, 79, 81, §554.2716]
2000 Acts, ch 1149, §145, 187
Referred to in §554.2402, 554.2711
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2717 - Deduction of damages from the price.

554.2717 Deduction of damages from the price.
The buyer on notifying the seller of the buyer’s intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
[C24, 27, 31, 35, 39, §9998; C46, 50, 54, 58, 62, §554.70; C66, 71, 73, 75, 77, 79, 81, §554.2717]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2718 - Liquidation or limitation of damages — deposits.

554.2718 Liquidation or limitation of damages — deposits.
1. Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
2. Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of the buyer’s payments exceeds
a. the amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection 1, or
b. in the absence of such terms, twenty percent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars, whichever is smaller.
3. The buyer’s right to restitution under subsection 2 is subject to offset to the extent that the seller establishes
a. a right to recover damages under the provisions of this Article other than subsection 1, and
b. the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
4. Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection 2; but if the seller has notice of the buyer’s breach before reselling goods received in part performance, the seller’s resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (section 554.2706).
[C66, 71, 73, 75, 77, 79, 81, §554.2718]
Referred to in §554.2316, 554.2601, 554.2719
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2719 - Contractual modification or limitation of remedy.

554.2719 Contractual modification or limitation of remedy.
1. Subject to the provisions of subsections 2 and 3 of this section and of section 554.2718 on liquidation and limitation of damages,
a. the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
b. resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
2. Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.
3. Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
[C66, 71, 73, 75, 77, 79, 81, §554.2719]
2008 Acts, ch 1032, §79
Referred to in §554.2316, 554.2601
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2720 - Effect of “cancellation” or “rescission” on claims for antecedent breach.

554.2720 Effect of “cancellation” or “rescission” on claims for antecedent breach.
Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
[C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2720]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2721 - Remedies for fraud.

554.2721 Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this Article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
[C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2721]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2722 - Who can sue third parties for injury to goods.

554.2722 Who can sue third parties for injury to goods.
Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
1. a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
2. if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, the plaintiff’s suit or settlement is, subject to plaintiff’s own interest, as a fiduciary for the other party to the contract;
3. either party may with the consent of the other sue for the benefit of whom it may concern.
[C66, 71, 73, 75, 77, 79, 81, §554.2722]
2009 Acts, ch 41, §263
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2723 - Proof of market price — time and place.

554.2723 Proof of market price — time and place.
1. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 554.2708 or 554.2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
2. If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
3. Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until that party has given the other party such notice as the court finds sufficient to prevent unfair surprise.
[C66, 71, 73, 75, 77, 79, 81, §554.2723]
Referred to in §554.2708, 554.2713
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2724 - Admissibility of market quotations.

554.2724 Admissibility of market quotations.
If the prevailing price or value of goods regularly bought and sold in an established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility. Reports are also admissible under
rule of evidence 5.803(17)
.
[C66, 71, 73, 75, 77, 79, 81, §554.2724]
83 Acts, ch 37, §2
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2725 - Statute of limitations in contracts for sale.

554.2725 Statute of limitations in contracts for sale.
1. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
2. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
3. Where an action commenced within the time limited by law or by agreement as provided in subsection 1 is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
4. This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this chapter becomes effective.
[C66, 71, 73, 75, 77, 79, 81, §554.2725]
Period of limitation, chapter 614
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3102 - Subject matter.

554.3102 Subject matter.
1. This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 12, or to securities governed by Article 8.
2. If there is conflict between this Article and Article 4 or 9, Articles 4 and 9 govern.
3. Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of the inconsistency.
94 Acts, ch 1167, §11, 121, 122; 95 Acts, ch 67, §41
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3105 - Issue of instrument.

554.3105 Issue of instrument.
1. “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
2. An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
3. “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.
94 Acts, ch 1167, §14, 121, 122
Referred to in §554.3103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3106 - Unconditional promise or order.

554.3106 Unconditional promise or order.
1. Except as provided in this section, for the purposes of section 554.3104, subsection 1, a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.
2. A promise or order is not made conditional by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration, or because payment is limited to resort to a particular fund or source.
3. If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 554.3104, subsection 1. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
4. If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 554.3104, subsection 1; but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
94 Acts, ch 1167, §15, 121, 122; 2013 Acts, ch 30, §261
Referred to in §554.3302
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3107 - Instrument payable in foreign money.

554.3107 Instrument payable in foreign money.
Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
94 Acts, ch 1167, §16, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3108 - Payable on demand or at definite time.

554.3108 Payable on demand or at definite time.
1. A promise or order is “payable on demand” if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment.
2. A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of prepayment, acceleration, extension at the option of the holder, or extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
3. If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
94 Acts, ch 1167, §17, 121, 122; 2013 Acts, ch 30, §261
Referred to in §554.3103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3109 - Payable to bearer or to order.

554.3109 Payable to bearer or to order.
1. A promise or order is payable to bearer if it:
a. states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;
b. does not state a payee; or
c. states that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
2. A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise or order that is payable to order is payable to the identified person.
3. An instrument payable to bearer may become payable to an identified person if it is specially endorsed pursuant to section 554.3205, subsection 1. An instrument payable to an identified person may become payable to bearer if it is endorsed in blank pursuant to section 554.3205, subsection 2.
94 Acts, ch 1167, §18, 121, 122; 2013 Acts, ch 30, §261
Referred to in §554.3103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3110 - Identification of person to whom instrument is payable.

554.3110 Identification of person to whom instrument is payable.
1. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.
2. If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.
3. A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office, or account number. For the purpose of determining the holder of an instrument, the following rules apply:
a. if an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.
b. if an instrument is payable to:
(1) a trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named;
(2) a person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative, or a successor of the representative;
(3) a fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or
(4) an office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office, or a successor to the incumbent.
4. If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged, or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged, or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
94 Acts, ch 1167, §19, 121, 122
Referred to in §554.3205, 554.3404
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3111 - Place of payment.

554.3111 Place of payment.
Except as otherwise provided for items in Article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
94 Acts, ch 1167, §20, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3112 - Interest.

554.3112 Interest.
1. Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument.
2. Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
94 Acts, ch 1167, §21, 121, 122; 2013 Acts, ch 30, §261
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3113 - Date of instrument.

554.3113 Date of instrument.
1. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 554.4401, subsection 3, an instrument payable on demand is not payable before the date of the instrument.
2. If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
94 Acts, ch 1167, §22, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3114 - Contradictory terms of instrument.

554.3114 Contradictory terms of instrument.
If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
94 Acts, ch 1167, §23, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3115 - Incomplete instrument.

554.3115 Incomplete instrument.
1. “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
2. Subject to subsection 3, if an incomplete instrument is an instrument under section 554.3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under section 554.3104, but, after completion, the requirements of section 554.3104 are met, the instrument may be enforced according to its terms as augmented by completion.
3. If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under section 554.3407.
4. The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
94 Acts, ch 1167, §24, 121, 122
Referred to in §554.3103, 554.3412, 554.3413, 554.3414, 554.3415, 554.4207
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3116 - Joint and several liability — contribution.

554.3116 Joint and several liability — contribution.
1. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign.
2. Except as provided in section 554.3419, subsection 5, or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
3. Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection 2 of a party having the same joint and several liability to receive contribution from the party discharged.
94 Acts, ch 1167, §25, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3117 - Other agreements affecting instrument.

554.3117 Other agreements affecting instrument.
Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.
94 Acts, ch 1167, §26, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3118 - Accrual of cause of action.

554.3118 Accrual of cause of action.
1. A cause of action against a maker or an acceptor accrues
a. in the case of a time instrument on the day after maturity;
b. in the case of a demand instrument upon its date or, if no date is stated, on the date of issue.
2. A cause of action against the obligor of a demand or time certificate of deposit accrues upon demand, but demand on a time certificate may not be made until on or after the date of maturity.
3. A cause of action against a drawer of a draft or an endorser of any instrument accrues upon demand following dishonor of the instrument. Notice of dishonor is a demand.
4. Unless an instrument provides otherwise, interest runs at the rate provided by law for a judgment
a. in the case of a maker, acceptor or other primary obligor of a demand instrument, from the date of demand;
b. in all other cases from the date of accrual of the cause of action.
94 Acts, ch 1167, §27, 121, 122
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3119 - Notice of right to defend action.

554.3119 Notice of right to defend action.
In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
94 Acts, ch 1167, §28, 121, 122; 2013 Acts, ch 30, §261
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3201 - Negotiation.

554.3201 Negotiation.
1. “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.
2. Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its endorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
94 Acts, ch 1167, §29, 121, 122
Referred to in §554.3103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3202 - Negotiation subject to rescission.

554.3202 Negotiation subject to rescission.
1. Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity; by fraud, duress, or mistake; or in breach of duty or as part of an illegal transaction.
2. To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
94 Acts, ch 1167, §30, 121, 122; 2013 Acts, ch 30, §143
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3203 - Transfer of instrument — rights acquired by transfer.

554.3203 Transfer of instrument — rights acquired by transfer.
1. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.
2. Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.
3. Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.
4. If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this Article and has only the rights of a partial assignee.
94 Acts, ch 1167, §31, 121, 122
Referred to in §554.3103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.3204 - Endorsement.

554.3204 Endorsement.
1. “Endorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words is an endorsement unless the accompanying words, terms of the instrument, place of the signature, or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.
2. “Endorser” means a person who makes an endorsement.
3. For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.
4. If an instrument is payable to a holder under a name that is not the name of the holder, endorsement may be made by the holder in the name stated in the instrument or in the holder’s name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.
94 Acts, ch 1167, §32, 121, 122; 2013 Acts, ch 30, §261
Referred to in §554.3103