reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-309 - Duty of Care; Contractual Limitation of Carrier's Liability

Section 7–309. (a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.
(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.
(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-401 - Irregularities in Issue of Receipt or Bill or Conduct of Issuer

Section 7–401. The obligations imposed by this article on an issuer apply to a document of title even if:
(1) the document does not comply with the requirements of this article or of any other statute, rule or regulation regarding its issuance, form or content;
(2) the issuer violated laws regulating the conduct of its business;
(3) the goods covered by the document were owned by the bailee when the document was issued; or
(4) the person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-402 - Duplicate Document of Title; Overissue

Section 7–402. A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen or destroyed documents or substitute documents issued pursuant to section 7–105. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-403 - Obligation of Bailee to Deliver; Excuse

Section 7–403. (a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c), unless and to the extent that the bailee establishes any of the following:
(1) delivery of the goods to a person whose receipt was rightful as against the claimant;
(2) damage to or delay, loss or destruction of the goods for which the bailee is not liable;
(3) previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage;
(4) the exercise by a seller of its right to stop delivery pursuant to section 2–705 or by a lessor of its right to stop delivery pursuant to section 2A–526;
(5) a diversion, reconsignment or other disposition pursuant to section 7–303;
(6) release, satisfaction or any other personal defense against the claimant; or
(7) any other lawful excuse.
(b) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid.
(c) Unless a person claiming the goods is a person against which the document of title does not confer a right under subsection (a) of section 7–503:
(1) the person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and
(2) the bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to which the document is duly negotiated.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-404 - No Liability for Good&ndash;faith Delivery Pursuant to Document of Title

Section 7–404. A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this article is not liable for the goods even if:
(1) the person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods; or
(2) the person to which the bailee delivered the goods did not have authority to receive the goods.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-501 - Form of Negotiation and Requirements of Due Negotiation

Section 7–501. (a) The following rules apply to a negotiable tangible document of title:
(1) If the document's original terms run to the order of a named person, the document is negotiated by the named person's indorsement and delivery. After the named person's indorsement in blank or to bearer, any person may negotiate the document by delivery alone.
(2) If the document's original terms run to bearer, it is negotiated by delivery alone.
(3) If the document's original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.
(4) Negotiation of the document after it has been indorsed to a named person requires indorsement by the named person and delivery.
(5) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.
(b) The following rules apply to a negotiable electronic document of title:
(1) If the document's original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Indorsement by the named person is not required to negotiate the document.
(2) If the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.
(3) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.
(c) Indorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee's rights.
(d) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-502 - Rights Acquired by Due Negotiation

Section 7–502. (a) Subject to sections 7–205 and 7–503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:
(1) title to the document;
(2) title to the goods;
(3) all rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(4) the direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this article, but in the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.
(b) Subject to section 7–503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:
(1) the due negotiation or any prior due negotiation constituted a breach of duty;
(2) any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion; or
(3) a previous sale or other transfer of the goods or document has been made to a third person.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-503 - Document of Title to Goods Defeated in Certain Cases

Section 7–503. (a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:
(1) deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with:
(A) actual or apparent authority to ship, store or sell;
(B) power to obtain delivery under section 7–403; or
(C) power of disposition under section 2–403, 2A–304(2), 2A–305(2), 9–320, or 9–321(c) or other statute or rule of law; or
(2) acquiesce in the procurement by the bailor or its nominee of any document.
(b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under section 7–504 to the same extent as the rights of the issuer or a transferee from the issuer.
(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with part 4 of this article pursuant to its own bill of lading discharges the carrier's obligation to deliver.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-504 - Rights Acquired in Absence of Due Negotiation; Effect of Diversion; Stoppage of Delivery

Section 7–504. (a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.
(b) In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:
(1) by those creditors of the transferor which could treat the transfer as void under section 2–402 or 2A–308;
(2) by a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights;
(3) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or
(4) as against the bailee, by good-faith dealings of the bailee with the transferor.
(c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.
(d) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under section 2–705 or a lessor under section 2A–526, subject to the requirements of due notification in those sections. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-505 - Indorser Not Guarantor for Other Parties

Section 7–505. The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-506 - Delivery Without Indorsement: Right to Compel Indorsement

Section 7–506. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-507 - Warranties on Negotiations or Delivery of Document of Title

Section 7–507. If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 7–508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:
(1) the document is genuine;
(2) the transferor does not have knowledge of any fact that would impair the document's validity or worth; and
(3) the negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-508 - Warranties of Collecting Bank as to Documents of Title

Section 7–508. A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-509 - Adequate Compliance With Commercial Contract

Section 7–509. Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease or the conditions of a letter of credit is determined by article 2, 2A, or 5.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-601 - Lost, Stolen, or Destroyed Documents of Title

Section 7–601. (a) If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the bailee's reasonable costs and attorney's fees in any action under this subsection.
(b) A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within 1 year after the delivery.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-602 - Judicial Process Against Goods Covered by Negotiable Document of Title

Section 7–602. Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 7 - Documents of Title › Section 7-603 - Conflicting Claims; Interpleader

Section 7–603. If more than 1 person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-103 - Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets

Section 8–103. (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.
(b) An ''investment company security'' is a security. ''Investment company security'' means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
(d) A writing that is a security certificate is governed by this article and not by article 3, even though it also meets the requirements of that article. However, a negotiable instrument governed by article 3 is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.
(f) A commodity contract, as defined in section 9–102(a)(15), is not a security or a financial asset.
(g) A document of title, as defined in section 1–201(16), is not a financial asset unless section 8–102(a)(9)(iii) applies.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-104 - Acquisition of Security or Financial Asset or Interest Therein

Section 8–104. (a) A person acquires a security or an interest therein, under this article, if:
(1) the person is a purchaser to whom a security is delivered pursuant to section 8–301; or
(2) the person acquires a security entitlement to the security pursuant to section 8–501.
(b) A person acquires a financial asset, other than a security, or an interest therein, under this article, if the person acquires a security entitlement to the financial asset.
(c) A person who acquires a security entitlement to a security or other financial asset has the rights specified in Part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in section 8–503.
(d) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (a) or (b).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-105 - Notice of Adverse Claim

Section 8–105. (a) A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:
(1) one year after a date set for presentment or surrender for redemption or exchange; or
(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1) whether in bearer or registered form, has been indorsed ''for collection'' or ''for surrender'' or for some other purpose not involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.
(e) Filing of a financing statement under article 9 is not notice of an adverse claim to a financial asset.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-106 - Control

Section 8–106. (a) A purchaser has ''control'' of a certificated security in bearer form if the certificated security is delivered to the purchaser.
(b) A purchaser has ''control'' of a certificated security in registered form if the certificated security is delivered to the purchaser, and:
(1) the certificate is indorsed to the purchaser or in blank by an effective indorsement; or
(2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.
(c) A purchaser has ''control'' of an uncertificated security if:
(1) the uncertificated security is delivered to the purchaser; or
(2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.
(d) A purchaser has ''control'' of a security entitlement if:
(1) the purchaser becomes the entitlement holder;
(2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder or,
(3) another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.
(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.
(f) A purchaser who has satisfied the requirements of subsection (c) or of subsection (d) has control even if the registered owner in the case of said subsection (c) or the entitlement holder in the case of said subsection (d), retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in clause (2) of subsection (c) or clause (2) of subsection (d) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-107 - Whether Indorsement, Instruction, or Entitlement Order Is Effective

Section 8–107. (a) ''Appropriate person'' means:
(1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;
(2) with respect to an instruction, the registered owner of an uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) if the person designated in paragraph (1), (2) or (3) is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or
(5) if the person designated in paragraph (1), (2) or (3) lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An indorsement, instruction, or entitlement order is effective if:
(1) it is made by the appropriate person;
(2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under clause (2) of subsection (c) or clause (2) of subsection (d) of section 8–106; or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An indorsement, instruction, or entitlement order made by a representative is effective even if:
(1) the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or
(2) the representative's action in making the indorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or specially indorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an indorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e) Effectiveness of an indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-109 - Warranties in Indirect Holding

Section 8–109. (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and
(2) there is no adverse claim to the security entitlement.
(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in subsection (a) or (b) of section 8–108.
(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in said subsection (a) or (b) of said section 8–108.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-111 - Clearing Corporation Rules

Section 8–111. A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with the provisions of this article and affects another party who does not consent to the rule.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-112 - Creditor's Legal Process

Section 8–112. (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).
(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).
(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-113 - Statute of Frauds Inapplicable

Section 8–113. A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-114 - Evidentiary Rules Concerning Certificated Securities

Section 8–114. The following rules apply in an action on a certificated security against the issuer:
(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.
(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant

Section 8–115. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:
(1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-116 - Securities Intermediary as Purchaser for Value

Section 8–116. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-201 - Issuer

Section 8–201. (a) With respect to an obligation on or a defense to a security, an ''issuer'' includes a person that:
(1) places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;
(2) creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or
(4) becomes responsible for, or in place of, another person described as an issuer in this section.
(b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.
(c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense

Section 8–202. (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.
(b) The following rules apply if an issuer asserts that a security is not valid:
(1) A security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.
(2) Paragraph (1) applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
(c) Except as otherwise provided in section 8–205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.
(d) All other defenses of the issuer of a security, including non-delivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.
(e) This section does not affect the right of a party to cancel a contract for a security ''when, as and if issued'' or ''when distributed'' in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
(f) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-203 - Staleness as Notice of Defect or Defense

Section 8–203. After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:
(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
(2) is not covered by paragraph (1) and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-204 - Effect of Issuer's Restriction on Transfer

Section 8–204. A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(1) the security is certificated and the restriction is noted conspicuously on the security certificate; or
(2) the security is uncertificated and the registered owner has been notified of the restriction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-205 - Effect of Unauthorized Signature on Security Certificate

Section 8–205. An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1) an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2) an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-206 - Completion or Alteration of Security Certificate

Section 8–206. (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(1) any person may complete it by filling in the blanks as authorized; and
(2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-207 - Rights and Duties of Issuer With Respect to Registered Owners

Section 8–207. (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.
(b) This article does not affect the liability of the registered owner of a security for a call, assessment, or the like.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent

Section 8–208. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:
(1) the certificate is genuine;
(2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
(b) Unless otherwise agreed, a person signing under paragraph (a) does not assume responsibility for the validity of the security in other respects.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 8 - Investment Securities › Section 8-209 - Issuer's Lien

Section 8–209. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.