reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2717 - Deduction of damages from the price.

The buyer on notifying the seller of his or her intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
(Added to NRS by 1965, 814)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2718 - Liquidation or limitation of damages; deposits.

1. Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
2. Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:
(a) The amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection 1; or
(b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
3. The buyer’s right to restitution under subsection 2 is subject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of this Article other than subsection 1; and
(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
4. Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection 2; but if the seller has notice of the buyer’s breach before reselling goods received in part performance, the seller’s resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (NRS 104.2706).
(Added to NRS by 1965, 814)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2719 - Contractual modification or limitation of remedy.

1. Subject to the provisions of subsections 2 and 3 of this section and of the preceding section on liquidation and limitation of damages:
(a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
2. Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.
3. Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
(Added to NRS by 1965, 815)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2720 - Effect of "cancellation" or "rescission" on claims for antecedent breach.

Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
(Added to NRS by 1965, 815)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2721 - Remedies for fraud.

Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
(Added to NRS by 1965, 815)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2722 - Who can sue third parties for injury to goods.

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
1. A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other.
2. If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his or her suit or settlement is, subject to his or her own interest, as a fiduciary for the other party to the contract.
3. Either party may with the consent of the other sue for the benefit of whom it may concern.
(Added to NRS by 1965, 816)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2723 - Proof of market price: Time and place.

1. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (NRS 104.2708 or 104.2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
2. If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
3. Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until the party has given the other party such notice as the court finds sufficient to prevent unfair surprise.
(Added to NRS by 1965, 816)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2724 - Admissibility of market quotations.

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
(Added to NRS by 1965, 816)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.2725 - Statute of limitations in contracts for sale.

1. An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than 1 year but may not extend it.
2. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
3. Where an action commenced within the time limited by subsection 1 is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within 6 months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
4. This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this chapter becomes effective.
(Added to NRS by 1965, 816)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3102 - Subject matter.

1. This article applies to negotiable instruments. It does not apply to money, to payment orders governed by article 4A, or to securities governed by article 8.
2. If there is conflict between this article and article 4 or 9, articles 4 and 9 govern.
3. Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this article to the extent of the inconsistency.
(Added to NRS by 1965, 818; A 1993, 1257)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3104 - Negotiable instrument.

1. Except as otherwise provided in subsections 3 and 4, "negotiable instrument" means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:
(a) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;
(b) Is payable on demand or at a definite time; and
(c) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:
(1) An undertaking or power to give, maintain or protect collateral to secure payment;
(2) An authorization or power to the holder to confess judgment or realize on or dispose of collateral;
(3) A waiver of the benefit of any law intended for the advantage or protection of an obligor;
(4) A term that specifies the law that governs the promise or order; or
(5) An undertaking to resolve in a specified forum a dispute concerning the promise or order.
2. "Instrument" means a negotiable instrument.
3. An order that meets all of the requirements of subsection 1, except paragraph (a), and otherwise falls within the definition of "check" in subsection 6 is a negotiable instrument and a check.
4. A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this article.
5. An instrument is a "note" if it is a promise and is a "draft" if it is an order. If an instrument falls within the definition of both "note" and "draft," a person entitled to enforce the instrument may treat it as either.
6. "Check" means:
(a) A draft, other than a documentary draft, payable on demand and drawn on a bank; or
(b) A cashier’s check or teller’s check.
An instrument may be a check even though it is described on its face by another term, such as "money order."
7. "Cashier’s check" means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.
8. "Teller’s check" means a draft drawn by a bank:
(a) On another bank; or
(b) Payable at or through a bank.
9. "Traveler’s check" means an instrument that:
(a) Is payable on demand;
(b) Is drawn on or payable at or through a bank;
(c) Is designated by the term "traveler’s check" or by a substantially similar term; and
(d) Requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.
10. "Certificate of deposit" means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
(Added to NRS by 1965, 818; A 1993, 1257; 2023, 3183)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3105 - Issue of instrument.

1. "Issue" means:
(a) The first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or
(b) If agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item that enables the depository bank to collect the item by transferring or presenting under federal law an electronic check.
2. An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
3. "Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.
(Added to NRS by 1965, 819; A 1989, 610; 1993, 1260; 2023, 3184)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3106 - Unconditional promise or order.

1. Except as otherwise provided in this section, for the purposes of subsection 1 of NRS 104.3104, a promise or order is unconditional unless it states:
(a) An express condition to payment;
(b) That the promise or order is subject to or governed by another record; or
(c) That rights or obligations with respect to the promise or order are stated in another record.
A reference to another record does not of itself make the promise or order conditional.
2. A promise or order is not made conditional by a reference to another record for a statement of rights with respect to collateral, prepayment or acceleration, or because payment is limited to resort to a particular fund or source.
3. If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subsection 1 of NRS 104.3104. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
4. If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subsection 1 of NRS 104.3104; but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
(Added to NRS by 1965, 818; A 1993, 1259; 2005, 1997)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3107 - Instrument payable in foreign money.

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
(Added to NRS by 1965, 819; A 1993, 1261)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3108 - Payable on demand or at definite time.

1. A promise or order is "payable on demand" if it:
(a) States that it is payable on demand or at sight;
(b) Otherwise indicates that it is payable at the will of the holder; or
(c) Does not state any time of payment.
2. A promise or order is "payable at a definite time" if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of prepayment, acceleration, extension at the option of the holder or extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
3. If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
(Added to NRS by 1965, 819; A 1993, 1261)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3109 - Payable to bearer or to order.

1. A promise or order is payable to bearer if it:
(a) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;
(b) Does not state a payee; or
(c) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
2. A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise or order that is payable to order is payable to the identified person.
3. An instrument payable to bearer may become payable to an identified person if it is specially endorsed pursuant to subsection 1 of NRS 104.3205. An instrument payable to an identified person may become payable to bearer if it is endorsed in blank pursuant to subsection 2 of NRS 104.3205.
(Added to NRS by 1965, 820; A 1993, 1262)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3110 - Identification of person to whom instrument is payable.

1. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.
2. If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.
3. A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office or account number. For the purpose of determining the holder of an instrument, the following rules apply:
(a) If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.
(b) If an instrument is payable to:
(1) A trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named;
(2) A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative or a successor of the representative;
(3) A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or
(4) An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office or a successor to the incumbent.
4. If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
(Added to NRS by 1965, 819; A 1993, 1261)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3111 - Place of payment.

Except as otherwise provided for items in article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
(Added to NRS by 1965, 820; A 1993, 1263)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3112 - Interest.

1. Unless otherwise provided in the instrument:
(a) An instrument is not payable with interest; and
(b) Interest on an interest-bearing instrument is payable from the date of the instrument.
2. Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
(Added to NRS by 1965, 820; A 1993, 1263)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3113 - Date of instrument.

1. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as otherwise provided in subsection 3 of NRS 104.4401, an instrument payable on demand is not payable before the date of the instrument.
2. If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
(Added to NRS by 1965, 821; A 1993, 1264)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3115 - Incomplete instruments.

1. "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
2. Except as otherwise provided in subsection 3, if an incomplete instrument is an instrument under NRS 104.3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under NRS 104.3104, but, after completion, the requirements of NRS 104.3104 are met, the instrument may be enforced according to its terms as augmented by completion.
3. If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under NRS 104.3407.
4. The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
(Added to NRS by 1965, 821; A 1993, 1264)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3116 - Joint and several liability; contribution.

1. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign.
2. Except as otherwise provided in subsection 6 of NRS 104.3419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
3. Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection 2 of a party having the same joint and several liability to receive contribution from the party discharged.
(Added to NRS by 1965, 821; A 1993, 1265; 2005, 1997)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3117 - Other agreements affecting instrument.

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented or nullified by an agreement under this section, the agreement is a defense to the obligation.
(Added to NRS by 1965, 822; A 1993, 1267)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3118 - Statute of limitations.

1. Except as otherwise provided in subsection 5, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within 6 years after the due date or dates stated in the note or, if a due date is accelerated, within 6 years after the accelerated due date.
2. Except as otherwise provided in subsection 4 or 5, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within 6 years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.
3. Except as otherwise provided in subsection 4, an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within 3 years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.
4. An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller’s check, cashier’s check or traveler’s check must be commenced within 3 years after demand for payment is made to the acceptor or issuer, as the case may be.
5. An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within 6 years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the 6-year period begins when a demand for payment is in effect and the due date has passed.
6. An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced:
(a) Within 6 years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time; or
(b) Within 6 years after the date of the acceptance if the obligation of the acceptor is payable on demand.
7. Unless governed by other law regarding claims for indemnity or contribution, an action for conversion of an instrument, for money had and received, or like action based on conversion, for breach of warranty, or to enforce an obligation, duty or right arising under this article and not governed by this section must be commenced within 3 years after the cause of action accrues.
(Added to NRS by 1965, 821; A 1993, 1265)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3119 - Notice of right to defend action.

In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person notice of the litigation in a record, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
(Added to NRS by 1965, 821; A 1993, 1266; 2005, 1998)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3201 - Negotiation.

1. "Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.
2. Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its endorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
(Added to NRS by 1965, 823; A 1993, 1268)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3202 - Negotiation subject to rescission.

1. Negotiation is effective even if obtained:
(a) From an infant, a corporation exceeding its powers or a person without capacity;
(b) By fraud, duress or mistake; or
(c) In breach of duty or as part of an illegal transaction.
2. To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
(Added to NRS by 1965, 824; A 1993, 1271)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3203 - Transfer of instrument; rights acquired by transfer.

1. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.
2. Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.
3. Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.
4. If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this article and has only the rights of a partial assignee.
(Added to NRS by 1965, 823; A 1993, 1267)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3204 - Endorsement.

1. "Endorsement" means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words are an endorsement unless the accompanying words, terms of the instrument, place of the signature, or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.
2. "Endorser" means a person who makes an endorsement.
3. For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.
4. If an instrument is payable to a holder under a name that is not the holder’s own, endorsement may be made by the holder in the name stated in the instrument or in his or her own name, or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.
(Added to NRS by 1965, 823; A 1993, 1268)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3205 - Special endorsement; blank endorsement; anomalous endorsement.

1. If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a "special endorsement." When specially endorsed, an instrument becomes payable to the identified person and may be negotiated only by the endorsement of that person. The principles stated in NRS 104.3110 apply to special endorsements.
2. If an endorsement is made by the holder of an instrument and it is not a special endorsement, it is a "blank endorsement." When endorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially endorsed.
3. The holder may convert a blank endorsement that consists only of a signature into a special endorsement by writing, above the signature of the endorser, words identifying the person to whom the instrument is made payable.
4. "Anomalous endorsement" means an endorsement made by a person who is not the holder of the instrument. An anomalous endorsement does not affect the manner in which the instrument may be negotiated.
(Added to NRS by 1965, 823; A 1993, 1269)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3207 - Reacquisition.

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An endorser whose endorsement is cancelled is discharged, and the discharge is effective against any subsequent holder.
(Added to NRS by 1965, 824; A 1993, 1270)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3301 - Person entitled to enforce instrument.

1. "Person entitled to enforce" an instrument means:
(a) The holder of the instrument;
(b) A nonholder in possession of the instrument who has the rights of a holder; or
(c) A person not in possession of the instrument who is entitled to enforce the instrument pursuant to NRS 104.3309 or subsection 4 of NRS 104.3418.
2. A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.
(Added to NRS by 1965, 825; A 1993, 1272)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3302 - Holder in due course.

1. Except as otherwise provided in subsection 3 of this section and subsection 4 of NRS 104.3106, "holder in due course" means the holder of an instrument if:
(a) The instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call into question its authenticity; and
(b) The holder took the instrument:
(1) For value;
(2) In good faith;
(3) Without notice that the instrument is overdue or has been dishonored or that there is an uncured default with respect to payment of another instrument issued as part of the same series;
(4) Without notice that the instrument contains an unauthorized signature or has been altered;
(5) Without notice of any claim to the instrument described in NRS 104.3306; and
(6) Without notice that any party has a defense or claim in recoupment described in subsection 1 of NRS 104.3305.
2. Notice of discharge of a party, other than discharge in an insolvency proceeding, is not notice of a defense under subsection 1, but discharge is effective against a person who became a holder in due course with notice of the discharge. Public filing or recording of a document does not of itself constitute notice of a defense, claim in recoupment or claim to the instrument.
3. Except to the extent a transferor or predecessor in interest has rights as a holder in due course, a person does not acquire rights of a holder in due course of an instrument taken:
(a) By legal process or by purchase in an execution, bankruptcy, or creditor’s sale or similar proceeding;
(b) By purchase as part of a bulk transaction not in ordinary course of business of the transferor; or
(c) As the successor in interest to an estate or other organization.
4. If, under paragraph (a) of subsection 1 of NRS 104.3303, the promise of performance that is the consideration for an instrument has been partially performed, the holder may assert rights as a holder in due course of the instrument only to the fraction of the amount payable under the instrument equal to the value of the partial performance divided by the value of the promised performance.
5. If the person entitled to enforce an instrument has only a security interest in the instrument and the person obliged to pay the instrument has a defense, claim in recoupment or claim to the instrument that may be asserted against the person who granted the security interest, the person entitled to enforce the instrument may assert rights as a holder in due course only to an amount payable under the instrument which, at the time of enforcement of the instrument, does not exceed the amount of the unpaid obligation secured.
6. To be effective, notice must be received at a time and in a manner that gives a reasonable opportunity to act on it.
7. This section is subject to any law limiting status as a holder in due course in particular classes of transactions.
(Added to NRS by 1965, 825; A 1993, 1272)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3303 - Value and consideration.

1. An instrument is issued or transferred for value if:
(a) The instrument is issued or transferred for a promise of performance, to the extent the promise has been performed;
(b) The transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding;
(c) The instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due;
(d) The instrument is issued or transferred in exchange for a negotiable instrument; or
(e) The instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument.
2. "Consideration" means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in subsection 1, the instrument is also issued for consideration.
(Added to NRS by 1965, 825; A 1993, 1273)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3304 - Overdue instrument.

1. An instrument payable on demand becomes overdue at the earliest of the following times:
(a) On the day after the day demand for payment is duly made;
(b) If the instrument is a check, 90 days after its date; or
(c) If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.
2. With respect to an instrument payable at a definite time the following rules apply:
(a) If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.
(b) If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.
(c) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.
3. Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.
(Added to NRS by 1965, 825; A 1993, 1274)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3305 - Defenses and claims in recoupment.

1. Except as otherwise provided in this section, the right to enforce the obligation of a party to pay an instrument is subject to the following:
(a) A defense of the obligor based on:
(1) Infancy of the obligor to the extent it is a defense to a simple contract;
(2) Duress, lack of legal capacity or illegality of the transaction which, under other law, nullifies the obligation of the obligor;
(3) Fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms; or
(4) Discharge of the obligor in insolvency proceedings;
(b) A defense of the obligor stated in another section of this Article or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; and
(c) A claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument; but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.
2. The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in paragraph (a) of subsection 1, but is not subject to defenses of the obligor stated in paragraph (b) of subsection 1 or claims in recoupment stated in paragraph (c) of subsection 1 against a person other than the holder.
3. Except as otherwise provided in subsection 4, in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment or claim to the instrument (NRS 104.3306) of another person, but the other person’s claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.
4. In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection 1 that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy and lack of legal capacity.
(Added to NRS by 1965, 826; A 1993, 1275; 2005, 1998)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3306 - Claims to an instrument.

A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.
(Added to NRS by 1965, 826; A 1993, 1276)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.3307 - Notice of breach of fiduciary duty.

1. In this section:
(a) "Fiduciary" means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.
(b) "Represented person" means the principal, beneficiary, partnership, corporation or other person to whom the duty stated in paragraph (a) is owed.
2. If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary, and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:
(a) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.
(b) In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is:
(1) Taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;
(2) Taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or
(3) Deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
(c) If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.
(d) If an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is:
(1) Taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;
(2) Taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or
(3) Deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
(Added to NRS by 1993, 1243)