reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-501 - Variation by Agreement and Effect of Funds-Transfer System Rule

(a)    Except as otherwise provided in this title, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.
(b)    “Funds-transfer system rule” means a rule of an association of banks: (i) governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders; or (ii) to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a Federal Reserve Bank, acting as an intermediary bank, sends a payment order to the beneficiary’s bank. Except as otherwise provided in this title, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this title and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in §§ 4A-404(c), 4A-405(d), and 4A-507(c) of this title.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-502 - Creditor Process Served on Receiving Bank; Setoff by Beneficiary's Bank

(a)    As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.
(b)    This subsection applies to creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining rights with respect to the creditor process, if the receiving bank accepts the payment order the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.
(c)    If a beneficiary’s bank has received a payment order for payment to the beneficiary’s account in the bank, the following rules apply:
(1)    The bank may credit the beneficiary’s account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy creditor process served on the bank with respect to the account.
(2)    The bank may credit the beneficiary’s account and allow withdrawal of the amount credited unless creditor process with respect to the account is served at a time and in a manner affording the bank a reasonable opportunity to act to prevent withdrawal.
(3)    If creditor process with respect to the beneficiary’s account has been served and the bank has had a reasonable opportunity to act on it, the bank may not reject the payment order except for a reason unrelated to the service of process.
(d)    Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary’s bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not obliged to act with respect to the process.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-503 - Injunction or Restraining Order With Respect to Funds Transfer

For proper cause and in compliance with applicable law, a court may restrain: (i) a person from issuing a payment order to initiate a funds transfer; (ii) an originator’s bank from executing the payment order of the originator; or (iii) the beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-504 - Order in Which Items and Payment Orders May Be Charged to Account; Order of Withdrawals From Account

(a)    If a receiving bank has received more than 1 payment order of the sender or 1 or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’s account with respect to the various orders and items in any sequence.
(b)    In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-505 - Preclusion of Objection to Debit of Customer's Account

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer’s objection to the payment within 1 year after the notification was received by the customer.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-506 - Rate of Interest

(a)    If, under this title, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined: (i) by agreement of the sender and receiving bank; or (ii) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.
(b)    If the amount of interest is not determined by an agreement or rule as stated in subsection (a) of this section, the amount is calculated by multiplying the applicable federal funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable federal funds rate is the average of the federal funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The federal funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
2023 Maryland Statutes › Commercial Law › Title 4A - Funds Transfers › Subtitle 5 - Miscellaneous Provisions › Section 4A-507 - Choice of Law

(a)    The following rules apply unless the affected parties otherwise agree or subsection (c) of this section applies:
(1)    The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.
(2)    The rights and obligations between the beneficiary’s bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary’s bank is located.
(3)    The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary’s bank is located.
(b)    If the parties described in each paragraph of subsection (a) of this section have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.
(c)    A funds-transfer system rule may select the law of a particular jurisdiction to govern: (i) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system; or (ii) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made pursuant to clause (i) of this subsection is binding on participating banks. A choice of law made pursuant to clause (ii) of this subsection is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.
(d)    In the event of inconsistency between an agreement under subsection (b) of this section and a choice-of-law rule under subsection (c) of this section, the agreement under subsection (b) of this section prevails.
(e)    If a funds transfer is made by use of more than 1 funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-103 - Scope

(a)    This title applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
(b)    The statement of a rule in this title does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this title.
(c)    With the exception of this subsection, subsections (a) and (d) of this section, §§ 5–102(a)(9) and (10), 5–106(d), and 5–114(d) of this title, and except to the extent prohibited in §§ 1–302 and 5–117(d) of this article, the effect of this title may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this title.
(d)    Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-106 - Issuance, Amendment, Cancellation, and Duration

(a)    A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.
(b)    After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.
(c)    If there is no stated expiration date or other provision that determines its duration, a letter of credit expires 1 year after its stated date of issuance or, if none is stated, after the date on which it is issued.
(d)    A letter of credit that states that it is perpetual expires 5 years after its stated date of issuance, or if none is stated, after the date on which it is issued.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-107 - Confirmer, Nominated Person, and Adviser

(a)    A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.
(b)    A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.
(c)    A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.
(d)    A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c) of this section. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-109 - Fraud and Forgery

(a)    If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:
(1)    The issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and
(2)    The issuer, acting in good faith, may honor or dishonor the presentation in any other case.
(b)    If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:
(1)    The relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;
(2)    A beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;
(3)    All of the conditions to entitle a person to the relief under the law of this State have been met; and
(4)    On the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subsection (a)(1) of this section.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-110 - Warranties

(a)    If its presentation is honored, the beneficiary warrants:
(1)    To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in § 5-109(a) of this title; and
(2)    To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.
(b)    The warranties in subsection (a) of this section are in addition to warranties arising under Titles 3, 4, 7, and 8 of this article because of the presentation or transfer of documents covered by any of those titles.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-111 - Remedies

(a)    If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer’s obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant’s election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant’s recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.
(b)    If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.
(c)    If an adviser or nominated person other than a confirmer breaches an obligation under this article or an issuer breaches an obligation not covered in subsection (a) or (b) of this section, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b) of this section.
(d)    An issuer, nominated person, or adviser who is found liable under subsection (a), (b), or (c) of this section shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.
(e)    Reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this title.
(f)    Damages that would otherwise be payable by a party for breach of an obligation under this title may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-112 - Transfer of Letter of Credit

(a)    Except as otherwise provided in § 5-113 of this title, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.
(b)    Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:
(1)    The transfer would violate applicable law; or
(2)    The transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 5-108(e) of this title or is otherwise reasonable under the circumstances.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-113 - Transfer by Operation of Law

(a)    A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.
(b)    A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection (e) of this section, an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in § 5-108(e) of this title or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.
(c)    An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.
(d)    Honor of a purported successor’s apparently complying presentation under subsection (a) or (b) of this section has the consequences specified in § 5-108(i) of this title even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of § 5-109 of this title.
(e)    An issuer whose rights of reimbursement are not covered by subsection (d) of this section or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection (b) of this section.
(f)    A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-114 - Assignment of Proceeds

(a)    In this section, “proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.
(b)    A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.
(c)    An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.
(d)    An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.
(e)    Rights of a transferee beneficiary or nominated person are independent of the beneficiary’s assignment of the proceeds of a letter of credit and are superior to the assignee’s right to the proceeds.
(f)    Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer’s or nominated person’s payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary’s rights to proceeds is governed by Title 9 of this article or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary’s right to proceeds and its perfection are governed by Title 9 of this article or other law.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-115 - Statute of Limitations

An action to enforce a right or obligation arising under this article must be commenced within 1 year after the expiration date of the relevant letter of credit or 1 year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-116 - Choice of Law and Forum

(a)    The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in § 5-104 of this title or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.
(b)    Unless subsection (a) of this section applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued. For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.
(c)    Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this title would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b) of this section, (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this title and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in § 5-103(c) of this title.
(d)    If there is conflict between this title and Title 3, 4, 4A, or 9, this title governs.
(e)    The forum for settling disputes arising out of an undertaking within this title may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a) of this section.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-117 - Subrogation of Issuer, Applicant, and Nominated Person

(a)    An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.
(b)    An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (a) of this section.
(c)    A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:
(1)    The issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;
(2)    The beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and
(3)    The applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.
(d)    Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (a) and (b) of this section do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subsection (c) of this section do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.
2023 Maryland Statutes › Commercial Law › Title 5 - Letters of Credit › Section 5-118 - Security Interest of Issuer or Nominated Person

(a)    An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.
(b)    So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Title 9 of this article, but:
(1)    A security agreement is not necessary to make the security interest enforceable under § 9-203(b)(3);
(2)    If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and
(3)    If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-102 - "Bulk Transfers"; Transfers of Equipment; Enterprises Subject to This Title; Bulk Transfers Subject to This Title

(1)    A “bulk transfer” is any transfer in bulk and not in the ordinary course of the transferor’s business of a major part of the materials, supplies, merchandise or other inventory (§ 9-102) of an enterprise subject to this title.
(2)    A transfer of a substantial part of the equipment (§ 9-102) of such an enterprise is a bulk transfer if it is made in connection with a bulk transfer of inventory, but not otherwise.
(3)    The enterprises subject to this title are all those whose principal business is the sale of merchandise from stock, including those who manufacture what they sell, restaurants, and all vendors and sellers of alcoholic beverages, regardless of the form in which such beverages are sold, and regardless of whether sold on a wholesale or retail basis.
(4)    Except as limited by the following section all bulk transfers of goods located within this State are subject to this title.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-103 - Transfers Excepted From This Title

The following transfers are not subject to this title:
(1)    Those made to give security for the performance of an obligation;
(2)    General assignments for the benefit of all the creditors of the transferor, and subsequent transfers by the assignee thereunder;
(3)    Transfers in settlement or realization of a lien or other security interest;
(4)    Sale by executors, administrators, receivers, trustees in bankruptcy, or any public officer under judicial process;
(5)    Sales made in the course of judicial or administrative proceedings for the dissolution or reorganization of a corporation and of which notice is sent to the creditors of the corporation pursuant to order of the court or administrative agency;
(6)    Transfers to a person maintaining a known place of business in this State who becomes bound to pay the debts of the transferor in full and gives public notice of that fact, and who is solvent after becoming so bound;
(7)    A transfer to a new business enterprise organized to take over and continue the business, if public notice of the transaction is given and the new enterprise assumes the debts of the transferor and he receives nothing from the transaction except an interest in the new enterprise junior to the claims of creditors;
(8)    Transfers of property which is exempt from execution.
Public notice under subsection (6) or subsection (7) may be given by publishing once a week for two consecutive weeks in a newspaper of general circulation where the transferor had its principal place of business in this State an advertisement including the names and addresses of the transferor and transferee and the effective date of the transfer.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-104 - Schedule of Property; List of Creditors

(1)    Except as provided with respect to auction sales (§ 6-108), a bulk transfer subject to this title is ineffective against any creditor of the transferor unless:
(a)    The transferee requires the transferor to furnish a list of his existing creditors prepared as stated in this section; and
(b)    The parties prepare a schedule of the property transferred sufficient to identify it; and
(c)    The transferee preserves the list and schedule for six months next following the transfer and permits inspection of either or both and copying therefrom at all reasonable hours by any creditor of the transferor, or files the list and schedule in the office of the clerk of the circuit court in the county in which the property was located at the time of transfer.
(2)    The list of creditors must be signed and sworn to or affirmed by the transferor or his agent. It must contain the names and business addresses of all creditors of the transferor, with the amounts when known, and also the names of all persons who are known to the transferor to assert claims against him even though such claims are disputed. If the transferor is the obligor of an outstanding issue of bonds, debentures or the like as to which there is an indenture trustee, the list of creditors need include only the name and address of the indenture trustee and the aggregate outstanding principal amount of the issue.
(3)    Responsibility for the completeness and accuracy of the list of creditors rests on the transferor, and the transfer is not rendered ineffective by errors or omissions therein unless the transferee is shown to have had knowledge.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-105 - Notice to Creditors

In addition to the requirements of the preceding section any bulk transfer subject to this title except one made by auction sale (§ 6-108) is ineffective against any creditor of the transferor unless at least ten days before he takes possession of the goods or pays for them, whichever happens first, the transferee gives notice of the transfer in the manner and to the persons hereafter provided (§ 6-107).
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-106 - Application of the Proceeds

In addition to the requirements of the two preceding sections:
(1)    Upon every bulk transfer subject to this title for which new consideration becomes payable except those made by sale at auction it is the duty of the transferee to assure that such consideration is applied so far as necessary to pay those debts of the transferor which are either shown on the list furnished by the transferor (§ 6-104) or filed in writing in the place stated in the notice (§ 6-107) within thirty days after the mailing of such notice. This duty of the transferee runs to all the holders of such debts, and may be enforced by any of them for the benefit of all.
(2)    If any of said debts are in dispute the necessary sum may be withheld from distribution until the dispute is settled or adjudicated.
(3)    If the consideration payable is not enough to pay all of the said debts in full, distribution shall be made pro rata.
(4)    The transferee may within ten days after he takes possession of the goods file a petition in the circuit court for the county in which the place of business of the transferor is situated and pay the consideration into such court asking that a receiver or receivers be appointed by said court to take charge of the distribution of the agreed purchase price and the transferee may discharge his duty under this section by giving notice by registered or certified mail to all the persons to whom the duty runs that the consideration has been paid into that court and that they should file their claims there. If said receivership is granted then said receiver or receivers, upon qualification by filing an approved bond in the amount fixed by the court, shall be entitled to the custody and distribution of the agreed purchase price under orders of the court as in other receiverships.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-107 - The Notice

(1)    The notice to creditors (§ 6-105) shall state:
(a)    That a bulk transfer is about to be made; and
(b)    The names and business addresses of the transferor and transferee, and all other business names and addresses used by the transferor within three years last past so far as known to the transferee; and
(c)    Whether or not all the debts of the transferor are to be paid in full as they fall due as a result of the transaction, and if so, the address to which creditors should send their bills.
(2)    If the debts of the transferor are not to be paid in full as they fall due or if the transferee is in doubt on that point then the notice shall state further:
(a)    The location and general description of the property to be transferred and the estimated total of the transferor’s debts;
(b)    The address where the schedule of property and list of creditors (§ 6-104) may be inspected;
(c)    Whether the transfer is to pay existing debts and if so the amount of such debts and to whom owing;
(d)    Whether the transfer is for new consideration and if so the amount of such consideration and the time and place of payment; and
(e)    If for new consideration the time and place where creditors of the transferor are to file their claims.
(3)    The notice in any case shall be delivered personally or sent by registered or certified mail to:
(a)    The Comptroller;
(b)    All the persons shown on the list of creditors furnished by the transferor (§ 6-104); and
(c)    All other persons who are known to the transferee to hold or assert claims against the transferor.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-108 - Auction Sales; "Auctioneer"

(1)    A bulk transfer is subject to this title even though it is by sale at auction, but only in the manner and with the results stated in this section.
(2)    The transferor shall furnish a list of his creditors and assist in the preparation of a schedule of the property to be sold, both prepared as before stated (§ 6-104).
(3)    The person or persons other than the transferor who direct, control or are responsible for the auction are collectively called the “auctioneer.” The auctioneer shall:
(a)    Receive and retain the list of creditors and prepare and retain the schedule of property for the period stated in this title (§ 6-104);
(b)    Give notice of the auction personally or by registered or certified mail at least ten days before it occurs to:
(i)    The Comptroller;
(ii)    All persons shown on the list of creditors; and
(iii)    All other persons who are known to the auctioneer to hold or assert claims against the transferor; and
(c)    Assure that the net proceeds of the auction are applied as provided in this title (§ 6-106).
(4)    Failure of the auctioneer to perform any of these duties does not affect the validity of the sale or the title of the purchasers, but if the auctioneer knows that the auction constitutes a bulk transfer such failure renders the auctioneer liable to the creditors of the transferor as a class for the sums owing to them from the transferor up to but not exceeding the net proceeds of the auction. If the auctioneer consists of several persons their liability is joint and several.
2023 Maryland Statutes › Commercial Law › Title 6 - Bulk Transfers › Section 6-110 - Subsequent Transfers

When the title of a transferee to property is subject to a defect by reason of his noncompliance with the requirements of this title, then:
(1)    A purchaser of any of such property from such transferee who pays no value or who takes with notice of such noncompliance takes subject to such defect, but
(2)    A purchaser for value in good faith and without such notice takes free of such defect.
2023 Maryland Statutes › Commercial Law › Title 7 - Documents of Title › Subtitle 1 - In General › Section 7-102 - Definitions and Index of Definitions

(a)    In this title, unless the context otherwise requires:
(1)    “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.
(2)    “Carrier” means a person that issues a bill of lading.
(3)    “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.
(4)    “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.
(5)    “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.
(6)    Reserved.
(7)    “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.
(8)    “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.
(9)    “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.
(10)    Reserved.
(11)    “Sign” means, with present intent to authenticate or adopt a record:
(A)    To execute or adopt a tangible symbol; or
(B)    To attach to or logically associate with the record an electronic sound, symbol, or process.
(12)    “Shipper” means a person that enters into a contract of transportation with a carrier.
(13)    “Warehouse” means a person engaged in the business of storing goods for hire.
(b)    Definitions in other titles applying to this title and the sections in which they appear are:
(1)    “Contract for sale”, § 2-106.
(2)    “Lessee in ordinary course”, § 2A-103.
(3)    “Receipt” of goods, § 2-103.
(c)    In addition, Title 1 contains general definitions and principles of construction and interpretation applicable throughout this title.
2023 Maryland Statutes › Commercial Law › Title 7 - Documents of Title › Subtitle 1 - In General › Section 7-103 - Relation of Title to Treaty, Statute, Regulation; Bailments; Electronic Signatures in Global and National Commerce Act; Title 21 of This Article

(a)    This title is subject to any treaty or statute of the United States or regulatory statute of this State to the extent the treaty, statute, or regulatory statute is applicable.
(b)    This title does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this title. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.
(c)    This title modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.) but does not modify, limit, or supersede § 101(c) of that Act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in § 103(b) of that Act (15 U.S.C. § 7003(b)).
(d)    To the extent there is a conflict between Title 21 of this article and this title, this title governs.
2023 Maryland Statutes › Commercial Law › Title 7 - Documents of Title › Subtitle 1 - In General › Section 7-104 - Negotiable and Nonnegotiable Documents of Title

(a)    Except as otherwise provided in subsection (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.
(b)    A document of title other than one described in subsection (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.
(c)    A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
2023 Maryland Statutes › Commercial Law › Title 7 - Documents of Title › Subtitle 1 - In General › Section 7-105 - Electronic and Tangible Documents of Title

(a)    Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:
(1)    The person entitled under the electronic document surrenders control of the document to the issuer; and
(2)    The tangible document when issued contains a statement that it is issued in substitution for the electronic document.
(b)    Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection (a):
(1)    The electronic document ceases to have any effect or validity; and
(2)    The person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.
(c)    Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:
(1)    The person entitled under the tangible document surrenders possession of the document to the issuer; and
(2)    The electronic document when issued contains a statement that it is issued in substitution for the tangible document.
(d)    Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection (c):
(1)    The tangible document ceases to have any effect or validity; and
(2)    The person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.