reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING; NEGOTIATION AND TRANSFER › Section 55-7-507 - Warranties on negotiation or delivery of document of title.

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section 55-7-508 NMSA 1978, 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.
History:
1953 Comp., § 50A-7-507, enacted by Laws 1961, ch. 96, § 7-507; 2005, ch. 144, § 86.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior Uniform Statutory Provision.
— Former Section 7-507 [55-7-507 NMSA 1978].
Changes.
— Substitution of the word "delivery" for the word "transfer," reference leasing transactions and style.
1. Delivery of goods by use of a document of title does not limit or displace the ordinary obligations of a seller or lessor as to any warranties regarding the goods that arises under other law. If the transfer of documents attends or follows the making of a contract for the sale or lease of goods, the general obligations on warranties as to the goods (Sections 2-312 [55-2-312 NMSA 1978] through 2-318 [55-2-318 NMSA 1978] and Sections 2A-210 [55-2A-210 NMSA 1978] through 2A-316 [55-2A-316 NMSA 1978]) are brought to bear as well as the special warranties under this section.
2. The limited warranties of a delivering or collecting intermediary, including a collecting bank, are stated in Section 7-508 [55-7-508 NMSA 1978].
Point 1: Sections 2-312 [55-2-312 NMSA 1978] through 2-318 [55-2-318 NMSA 1978] and 2A-310 [55-2A 310 NMSA 1978] - through 2A-316 [55-2A-316 NMSA 1978].
Point 2: Section 7-508 [55-7-508 NMSA 1978].
"Delivery". Section 1-201 [55-1-201 NMSA 1978].
"Document of title". Section 1-201.
"Genuine". Section 1-201.
"Goods". Section 7-102 [55-7-102 NMSA 1978].
"Person". Section 1-201.
"Purchaser". Section 1-201.
"Value". Section 1-204 [55-1-204 NMSA 1978].
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 86, effective January 1, 2006, repealed former 55-7-507 NMSA 1978 as enacted by Laws 1961, ch. 96, § 7-507, and enacted a new section. Pursuant to 12-2A-14 NMSA 1978, the 2005 revision is considered an amendment rather than a new enactment.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 13 Am. Jur. 2d Carriers § 360; 15A Am. Jur. 2d Commercial Code §§ 67, 68; 68A Am. Jur. 2d Secured Transactions § 109; 78 Am. Jur. 2d Warehouses §§ 71, 90.
93 C.J.S. Warehousemen and Safe Depositaries § 27.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING; NEGOTIATION AND TRANSFER › Section 55-7-508 - Warranties of collecting bank as to documents of title.

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.
History:
1953 Comp., § 50A-7-508, enacted by Laws 1961, ch. 96, § 7-508; 2005, ch. 144, § 87.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior Uniform Statutory Provision.
— Former Section 7-508 [55-7-508 NMSA 1978].
Changes.
— Changes for style only.
1. To state the limited warranties given with respect to the documents accompanying a documentary draft.
2. In warranting its authority a collecting bank or other intermediary only warrants its authority from its transferor.
See
Section 4-203 [55-4-203 NMSA 1978]. It does not warrant the genuineness or effectiveness of the document.
Compare
Section 7-507 [55-7-507 NMSA 1978].
3. Other duties and rights of banks handling documentary drafts for collection are stated in Article 4, Part 5. On the meaning of draft,
see
Section 4-104 [55-4-104 NMSA 1978] and Section 5-102 [55-5-102 NMSA 1978], comment 11.
Sections 4-104 [55-4-104 NMSA 1978], 4-203 [55-4-203 NMSA 1978], 4-501 [55-4-501 NMSA 1978] through 4-504 [55-4-504 NMSA 1978], 5-102 [55-5-102 NMSA 1978], and 7-507 [55-7-507 NMSA 1978].
"Collecting bank". Section 4-105 [55-4-105 NMSA 1978].
"Delivery". Section 1-201 [55-1-201 NMSA 1978].
"Document of title". Section 1-102.
"Documentary draft". Section 4-104 [55-4-104 NMSA 1978].
"Intermediary bank". Section 4-105.
"Good faith". Section 1-201.
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 87, effective January 1, 2006, repealed former 55-7-508 NMSA 1978 as enacted by Laws 1961, ch. 96, § 7-508, and enacted a new section. Pursuant to 12-2A-14 NMSA 1978, the 2005 revision is considered an amendment rather than a new enactment.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING; NEGOTIATION AND TRANSFER › Section 55-7-509 - Adequate compliance with commercial contract.

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 of the Uniform Commercial Code.
History:
1953 Comp., § 50A-7-509, enacted by Laws 1961, ch. 96, § 7-509; 2005, ch. 144, § 88.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior Uniform Statutory Provision.
— Former Section 7-509 [55-7-509 NMSA 1978].
Changes.
— To reference Article 2A.
To cross-refer to the Articles of this Act which deal with the substantive issues of the type of document of title required under the contract entered into by the parties.
Cross References.
— Articles 2, 2A and 5.
"Contract for sale". Section 2-106 [55-2-106 NMSA 1978].
"Document of title". Section 1-201 [55-1-201 NMSA 1978].
"Lease". Section 2A-103 [55-2A-103 NMSA 1978].
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 88, effective January 1, 2006, repealed former 55-7-509 NMSA 1978 as enacted by Laws 1961, ch. 96, § 7-509, and enacted a new section. Pursuant to 12-2A-14 NMSA 1978, the 2005 revision is considered an amendment rather than a new enactment.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 6 - WAREHOUSE RECEIPTS AND BILLS OF LADING; MISCELLANEOUS PROVISIONS › Section 55-7-603 - Conflicting claims; interpleader.

If more than one 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.
History:
1953 Comp., § 50A-7-603, enacted by Laws 1961, ch. 96, § 7-603; 2005, ch. 144, § 91.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior Uniform Statutory Provisions.
— Former Section 7-603 [55-7-603 NMSA 1978].
Changes.
— Changes for style only.
1. The section enables a bailee faced with conflicting claims to the goods to compel the claimants to litigate their claims with each other rather than with the bailee. The bailee is protected from legal liability when the bailee complies with court orders from the interpleader.
See e.g., Northwestern National Sales, Inc. v. Commercial Cold Storage, Inc.
, 162 Ga. App. 741, 293 S.E.2d. 30 (1982).
2. This section allows the bailee to bring an interpleader action but does not provide an exclusive basis for allowing interpleader. If either state or federal procedural rules allow an interpleader in other situations, the bailee may commence an interpleader under those rules. Even in an interpleader to which this section applies, the state or federal process of interpleader applies to the bailee's action for interpleader. For example, state or federal interpleader statutes or rules may permit a bailee to protect its lien or to seek attorney's fees and costs in the interpleader action.
Point 1: Section 7-403 [55-7-403 NMSA 1978].
"Action". Section 1-201 [55-1-201 NMSA 1978].
"Bailee". Section 7-102 [55-7-102 NMSA 1978].
"Delivery". Section 1-201.
"Goods". Section 7-102.
"Person". Section 1-201.
"Reasonable time". Section 1-205 [55-1-205 NMSA 1978].
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 91, effective January 1, 2006, repealed former 55-7-603 NMSA 1978 as enacted by Laws 1961, ch. 96, § 7-603, and enacted a new section. Pursuant to 12-2A-14 NMSA 1978, the 2005 revision is considered an amendment rather than a new enactment.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
13 Am. Jur. 2d Carriers § 477; 78 Am. Jur. 2d Warehouses §§ 221, 264.
Jurisdiction of state courts of actions in relation to interstate shipments, 64 A.L.R. 333.
Interpleader where one claimant asserts adverse and paramount title, 97 A.L.R. 996.
Warehouseman's right to interplead rival claimants, 100 A.L.R. 425.
Allowance of attorneys' fees to party interpleading claimants to funds or property, 48 A.L.R.2d 190.
48 C.J.S. Interpleader § 12.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-701 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-701 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-701, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-702 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-702 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-702, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-703 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-703 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-703, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-704 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-704 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-704, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-705 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-705 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-705, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 7 - WAREHOUSE RECEIPTS; SPECIAL PENALTY PROVISIONS › Section 55-7-706 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-706 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-706, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-801 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-801 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-801, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-802 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-802 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-802, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-803 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-803 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-803, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-804 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-804 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-804, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-805 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-805 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-805, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-806 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-806 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-806, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 7 - Documents of Title › Part 8 - BILLS OF LADING; SPECIAL PENALTY PROVISIONS › Section 55-7-807 - Repealed.

ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-7-807 NMSA 1978, as enacted by Laws 1961, ch. 96, § 7-807, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - SHORT TITLE AND GENERAL MATTERS › Section 55-8-101 - Short title.

Chapter 55, Article 8 NMSA 1978 may be cited as the "Uniform Commercial Code - Investment Securities".
History:
1978 Comp., § 55-8-101, enacted by Laws 1996, ch. 47, § 5.
Purposes.
This Article sets forth certain rights and duties of the issuers of and the parties that deal with investment securities, both certificated and uncertificated. Unlike a corporation code, it does not set forth general rules defining property rights that accrue to holders of securities. And unlike a Blue Sky statute it does not set forth specific requirements for disclosing to the public the nature of the property interest that is the security. Rather it sets forth rules relative to the transfer of the rights that constitute securities and to the establishment of those rights against the issuer and other parties.
As is true with respect to all other Articles of the Code, parties may by agreement create rights and duties between themselves that vary from those set forth in this Article. Section 1-102(3). But prejudice to the rights of those not party to the agreement is limited by Code provisions (e.g., Sections 8-313 and 8-321) as well as by general legal principles that supplement the Code. See Section 1-103 and Comment 2 to Section 1-102.
This Article does not purport to determine whether a particular issue of securities should be represented by certificates, in whole or in part. That determination is left to the parties involved, subject to federal and state law.
ANNOTATIONS
Repeals and reenactments.
— Laws 1996, ch. 47, § 5 repealed former 55-8-101 NMSA 1978, as enacted by Laws 1961, ch. 96, § 8-101, and enacted a new section, effective May 15, 1996.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
11 Am. Jur. 2d Bills and Notes §§ 8, 47; 15A Am. Jur. 2d Commercial Code § 69 et seq.
Conflict of laws as to transfer of corporate stock, 131 A.L.R. 192.
Construction and effect of U.C.C., art. 8, dealing with investment securities, 21 A.L.R.3d 964, 88 A.L.R.3d 949.
Awarding damages for delay, in addition to specific performance, of contract for sale of corporate stock, 28 A.L.R.3d 1401.
Limitations of actions with respect to actions for contribution under § 10(b) of Securities Exchange Act of 1934 (15 USCA § 78j(b)) and SEC Rule 10b-5 (17 CFR § 240.10b-5), 146 A.L.R. Fed. 643.
Effect of asset freeze obtained by Securities and Exchange Commission on attorney's fees paid or owed by company subject to freeze, 161 A.L.R. Fed. 233.
18 C.J.S. Corporations §§ 217 to 292; 64A C.J.S. Municipal Corporations § 1701; 81A C.J.S. States § 186.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - SHORT TITLE AND GENERAL MATTERS › Section 55-8-103 - Rules for determining whether certain obligations and interests are securities or financial assets. (Effective January 1, 2024.)

(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 Chapter 55, Article 8 NMSA 1978 and not by Chapter 55, Article 3 NMSA 1978, even though it also meets the requirements of that article. However, a negotiable instrument governed by Chapter 55, Article 3 NMSA 1978 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. It is a financial asset.
(f) A commodity contract, as defined in Paragraph (15) of Subsection (a) of Section 55-9-102 NMSA 1978, is not a security or a financial asset.
(g) A document of title is not a financial asset unless Subparagraph (iii) of Paragraph (9) of Subsection (a) of Section 55-8-102 NMSA 1978 applies.
(h) A controllable account, controllable electronic record or controllable payment intangible is not a financial asset unless Subparagraph (iii) of Paragraph (9) of Subsection (a) of Section 55-8-102 NMSA 1978 applies.
History:
1978 Comp., § 55-8-103, enacted by Laws 1996, ch. 47, § 7; 2001, ch. 139, § 140; 2005, ch. 144, § 93; 2023, ch. 142, § 39.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, provided that a controllable account, controllable electronic record or controllable payment intangible is not a financial asset, and provided an exception; and added Subsection (h).
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - SHORT TITLE AND GENERAL MATTERS › Section 55-8-111 - Clearing corporation rules.

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 this act and affects another party who does not consent to the rule.
History:
1978 Comp., § 55-8-111, enacted by Laws 1996, ch. 47, § 15.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. The experience of the past few decades shows that securities holding and settlement practices may develop rapidly, and in unforeseeable directions. Accordingly, it is desirable that the rules of Article 8 be adaptable both to ensure that commercial law can conform to changing practices and to ensure that commercial law does not operate as an obstacle to developments in securities practice. Even if practices were unchanging, it would not be possible in a general statute to specify in detail the rules needed to provide certainty in the operations of the clearance and settlement system.
The provisions of this Article and Article 1 on the effect of agreements provide considerable flexibility in the specification of the details of the rights and obligations of participants in the securities holding system by agreement. See Sections 8-504 [55-8-504 NMSA 1978] through 8-509 [55-8-509 NMSA 1978], and Section 1-102(3) [55-1-102 NMSA 1978] and (4). Given the magnitude of the exposures involved in securities transactions, however, it may not be possible for the parties in developing practices to rely solely on private agreements, particularly with respect to matters that might affect others, such as creditors. For example, in order to be fully effective, rules of clearing corporations on the finality or reversibility of securities settlements must not only bind the participants in the clearing corporation but also be effective against their creditors. Section 8-111 [55-8-111 NMSA 1978] provides that clearing corporation rules are effective even if they indirectly affect third parties, such as creditors of a participant. This provision does not, however, permit rules to be adopted that would govern the rights and obligations of third parties other than as a consequence of rules that specify the rights and obligations of the clearing corporation and its participants.
2. The definition of clearing corporation in Section 8-102 [55-8-102 NMSA 1978] covers only federal reserve banks, entities registered as clearing agencies under the federal securities laws, and others subject to comparable regulation. The rules of registered clearing agencies are subject to regulatory oversight under the federal securities laws.
"Clearing corporation" Section 8-102(a)(5) [55-8-102 NMSA 1978]
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - SHORT TITLE AND GENERAL MATTERS › Section 55-8-113 - Statute of frauds inapplicable.

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.
History:
1978 Comp., § 55-8-113, enacted by Laws 1996, ch. 47, § 17.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
This section provides that the statute of frauds does not apply to contracts for the sale of securities, reversing prior law which had a special statute of frauds in Section 8-319 (1978) [55-8-319 NMSA 1978]. With the increasing use of electronic means of communication, the statute of frauds is unsuited to the realities of the securities business. For securities transactions, whatever benefits a statute of frauds may play in filtering out fraudulent claims are outweighed by the obstacles it places in the development of modern commercial practices in the securities business.
"Action" Section 1-201(1) [55-1-201 NMSA 1978]
"Contract" Section 1-201(11)
"Writing" Section 1-201(46)
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - SHORT TITLE AND GENERAL MATTERS › Section 55-8-114 - Evidentiary rules concerning certificated securities.

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; or
(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.
History:
1978 Comp., § 55-8-114, enacted by Laws 1996, ch. 47, § 18.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
This section adapts the rules of negotiable instruments law concerning procedure in actions on instruments,
see
Section 3-308 [55-3-308 NMSA 1978], to actions on certificated securities governed by this Article. An "action on a security" includes any action or proceeding brought against the issuer to enforce a right or interest that is part of the security, such as an action to collect principal or interest or a dividend, or to establish a right to vote or to receive a new security under an exchange offer or plan of reorganization. This section applies only to certificated securities; actions on uncertificated securities are governed by general evidentiary principles.
"Action" Section 1-201(1) [55-1-201 NMSA 1978]
"Burden of establishing" Section 1-201(8)
"Certificated security" Section 8-102(a)(4) [55-8-102 NMSA 1978]
"Indorsement" Section 8-102(a)(11)
"Issuer" Section 8-201 [55-8-201 NMSA 1978]
"Presumed" Section 1-201(31)
"Security" Section 8-102(a)(15)
"Security certificate" Section 8-102(a)(16)
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - ISSUE AND ISSUER › Section 55-8-209 - Issuer's lien.

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
History:
1978 Comp., § 55-8-209, enacted by Laws 1996, ch. 47, § 29.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
This section is similar to Sections 8-202 [55-8-202 NMSA 1978] and 8-204 [55-8-204 NMSA 1978] which require that the terms of a certificated security and any restriction on transfer imposed by the issuer be noted on the security certificate. This section differs from those two sections in that the purchaser's knowledge of the issuer's claim is irrelevant. "Noted" makes clear that the text of the lien provisions need not be set forth in full. However, this would not override a provision of an applicable corporation code requiring statement in haec verba. This section does not apply to uncertificated securities. It applies to the indirect holding system in the same fashion as Sections 8-202 [55-8-202 NMSA 1978] and 8-204 [55-8-204 NMSA 1978],
see
Comment 2 to Section 8-202.
"Certificated security" Section 8-102(a)(4) [55-8-102 NMSA 1978]
"Issuer" Section 8-201 [55-8-201 NMSA 1978]
"Purchaser" Sections 1-201(33) & 8-116 [55-1-201 & 55-8-116 NMSA 1978]
"Security" Section 8-102(a)(15)
"Security certificate" Section 8-102(a)(16)
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 55-8-303 - Protected purchaser. (Effective January 1, 2024.)

(a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(1) gives value;
(2) does not have notice of any adverse claim to the security; and
(3) obtains control of the certificated or uncertificated security.
(b) A protected purchaser also acquires its interest in the security free of any adverse claim.
History:
1978 Comp., § 55-8-303, enacted by Laws 1996, ch. 47, § 33; 2023, ch. 142, § 42.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, removed a provision stating that a protected purchaser acquires the rights of a purchaser; and in Subsection (b), deleted "In addition to acquiring the rights of a purchaser".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 55-8-305 - Instruction.

(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.
(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 55-8-108 NMSA 1978 and not an obligation that the security will be honored by the issuer.
History:
1978 Comp., § 55-8-305, enacted by Laws 1996, ch. 47, § 35.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. The term instruction is defined in Section 8-102(a)(12) [55-8-102 NMSA 1978] as a notification communicated to the issuer of an uncertificated security directing that transfer be registered. Section 8-107 [55-8-107 NMSA 1978] specifies who may initiate an effective instruction.
Functionally, presentation of an instruction is quite similar to the presentation of an indorsed certificate for reregistration. Note that instruction is defined in terms of "communicate,"
see
Section 8-102(a)(6) [55-8-102 NMSA 1978]. Thus, the instruction may be in the form of a writing signed by the registered owner or in any other form agreed upon by the issuer and the registered owner. Allowing nonwritten forms of instructions will permit the development and employment of means of transmitting instructions electronically.
When a person who originates an instruction leaves a blank and the blank later is completed, subsection (a) gives the issuer the same rights it would have had against the originating person had that person completed the blank. This is true regardless of whether the person completing the instruction had authority to complete it.
Compare
Section 8-206 [55-8-206 NMSA 1978] and its Comment, dealing with blanks left upon issue.
2. Subsection (b) makes clear that the originator of an instruction, like the indorser of a security certificate, does not warrant that the issuer will honor the underlying obligation, but does make warranties as a transferor under Section 8-108 [55-8-108 NMSA 1978].
"Appropriate person" Section 8-107 [55-8-107 NMSA 1978]
"Instruction" Section 8-102(a)(12) [55-8-102 NMSA 1978]
"Issuer" Section 8-201 [55-8-201 NMSA 1978]
ANNOTATIONS
Repeals and reenactments.
— Laws 1996, ch. 47, § 35, repealed former 55-8-305 NMSA 1978, as amended by Laws 1987, ch. 248, § 22, relating to staleness as notice of adverse claims, and enacted a new section, effective May 15, 1996. For provisions of former section,
see
the 1995 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 55-8-307 - Purchaser's right to requisites for registration of transfer.

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
History:
1978 Comp., § 55-8-307, enacted by Laws 1996, ch. 47, § 37.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Because registration of the transfer of a security is a matter of vital importance, a purchaser is here provided with the means of obtaining such formal requirements for registration as signature guaranties, proof of authority, transfer tax stamps and the like. The transferor is the one in a position to supply most conveniently whatever documentation may be requisite for registration of transfer, and the duty to do so upon demand within a reasonable time is here stated affirmatively. If an essential item is peculiarly within the province of the transferor so that the transferor is the only one who can obtain it, the purchaser may specifically enforce the right to obtain it.
Compare
Section 8-304(d) [55-8-304 NMSA 1978]. If a transfer is not for value the transferor need not pay expenses.
2. If the transferor's duty is not performed the transferee may reject or rescind the contract to transfer. The transferee is not bound to do so. An action for damages for breach of contract may be preferred.
"Purchaser" Sections 1-201(33) & 8-116 [55-1-201 & 55-8-116 NMSA 1978]
"Security" Section 8-102(a)(15) [55-8-102 NMSA 1978]
"Value" Sections 1-201(44) & 8-116
ANNOTATIONS
Repeals and reenactments.
— Laws 1996, ch. 47, § 37, repealed former 55-8-307 NMSA 1978, as amended by Laws 1987, ch. 248, § 24, relating to the effect of delivery without indorsement and the right to compel endorsement, and enacted a new section, effective May 15, 1996. For provisions of former section,
see
the 1995 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES › Section 55-8-308 to 55-8-321 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1996, ch. 47, § 70 repealed 55-8-308 through 55-8-321 NMSA 1978, as amended by Laws 1987, ch. 248, §§ 25 through 37 and as enacted by Laws 1987, ch. 248, § 38, relating to the purchase of securities, effective May 15, 1996. For provisions of former sections,
see
the 1995 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - REGISTRATION › Section 55-8-406 - Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.

If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under Section 55-8-404 NMSA 1978 or a claim to a new security certificate under Section 55-8-405 NMSA 1978.
History:
1978 Comp., § 55-8-406, enacted by Laws 1996, ch. 47, § 43.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
An owner who fails to notify the issuer within a reasonable time after the owner knows or has reason to know of the loss or theft of a security certificate is estopped from asserting the ineffectiveness of a forged or unauthorized indorsement and the wrongfulness of the registration of the transfer. If the lost certificate was indorsed by the owner, then the registration of the transfer was not wrongful under Section 8-404 [55-8-404 NMSA 1978], unless the owner made an effective demand that the issuer not register transfer under Section 8-403 [55-8-403 NMSA 1978].
"Issuer" Section 8-201 [55-8-201 NMSA 1978]
"Notify" Section 1-201(25) [55-1-201 NMSA 1978]
"Security certificate" Section 8-102(a)(16) [55-8-102 NMSA 1978]
ANNOTATIONS
Repeals and reenactments.
— Laws 1996, ch. 47, § 43, repealed former 55-8-406 NMSA 1978, as amended by Laws 1987, ch. 248, § 44, relating to the duties of an authenticating trustee, transfer agent or registrar, and enacted a new section, May 15, 1998.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - REGISTRATION › Section 55-8-407 - Authenticating trustee, transfer agent and registrar.

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
History:
1978 Comp., § 55-8-407, enacted by Laws 1996, ch. 47, § 44.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Transfer agents, registrars, and the like are here expressly held liable both to the issuer and to the owner for wrongful refusal to register a transfer as well as for wrongful registration of a transfer in any case within the scope of their respective functions where the issuer would itself be liable. Those cases which have regarded these parties solely as agents of the issuer and have therefore refused to recognize their liability to the owner for mere non-feasance, i.e., refusal to register a transfer, are rejected.
Hulse v. Consolidated Quicksilver Mining Corp.
, 65 Idaho 768, 154 P.2d 149 (1944);
Nicholson v. Morgan
, 119 Misc. 309, 196 N.Y.Supp. 147 (1922);
Lewis v. Hargadine-McKittrick Dry Goods Co.
, 305 Mo. 396, 274 S.W. 1041 (1924).
2. The practice frequently followed by authenticating trustees of issuing certificates of indebtedness rather than authenticating duplicate certificates where securities have been lost or stolen became obsolete in view of the provisions of Section 8-405 [55-8-405 NMSA 1978], which makes express provision for the issue of substitute securities. It is not a breach of trust or lack of due diligence for trustees to authenticate new securities.
Cf. Switzerland General Ins. Co. v. N.Y.C. & H.R.R. Co.
, 152 App.Div. 70, 136 N.Y.S. 726 (1912).
"Certificated security" Section 8-102(a)(4) [55-8-102 NMSA 1978]
"Issuer" Section 8-201 [55-8-201 NMSA 1978]
"Security" Section 8-102(a)(15)
"Security certificate" Section 8-102(a)(16)
"Uncertificated security" Section 8-102(a)(18)
ANNOTATIONS
Repeals and reenactments.
— Laws 1996, ch. 47, § 44, repealed former 55-8-407 NMSA 1978, as amended by Laws 1987, ch. 248, § 45, relating to the exchangeability of securities, and enacted a new section, May 15, 1996. For provisions of former section,
see
the 1995 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - REGISTRATION › Section 55-8-408 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1996, ch. 47, § 70 repealed 55-8-408, as amended by Laws 1987, ch. 248, § 46, relating to statements of uncertificated securities, effective May 15, 1996. For provisions of former section,
see
the 1995 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 9 - Secured Transactions › Part 1 - GENERAL PROVISIONS › Subpart 1 - SHORT TITLE, DEFINITIONS, ANDGENERAL CONCEPTS › Section 55-9-104 - Control of deposit account. (Effective January 1, 2024.)

(a) A secured party has control of a deposit account if:
(1) the secured party is the bank with which the deposit account is maintained;
(2) the debtor, secured party and bank have agreed in a signed record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor;
(3) the secured party becomes the bank's customer with respect to the deposit account; or
(4) another person, other than the debtor:
(A) has control of the deposit account and acknowledges that it has control on behalf of the secured party; or
(B) obtains control of the deposit account after having acknowledged that it will obtain control of the deposit account on behalf of the secured party.
(b) A secured party that has satisfied Subsection (a) of this section has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
History:
1978 Comp., § 55-9-104, enacted by Laws 2001, ch. 139, § 4; 2023, ch. 142, § 44.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, provided an additional factor to determine whether a secured party has control of a deposit account; in Paragraph (a)(2), after "agreed in", deleted "an authenticated" and added "a signed"; and added Paragraph (a)(4).
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 9 - Secured Transactions › Part 1 - GENERAL PROVISIONS › Subpart 1 - SHORT TITLE, DEFINITIONS, ANDGENERAL CONCEPTS › Section 55-9-106 - Control of investment property.

(a) A person has control of a certificated security, uncertificated security or security entitlement as provided in Section 55-8-106 NMSA 1978.
(b) A secured party has control of a commodity contract if:
(1) the secured party is the commodity intermediary with which the commodity contract is carried; or
(2) the commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(c) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
History:
1978 Comp., § 55-9-106, enacted by Laws 2001, ch. 139, § 6.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Source. Former section 9-115(e).
2. "Control" Under Article 8. For an explanation of "control" of securities and certain other investment property,
see
Section 8-106, comments 4 and 7.
3. "Control" of Commodity Contracts. This section, as did former Section 9-115(1)(e), contains provisions relating to control of commodity contracts which are analogous to those in Section 8-106 for other types of investment property.
4. Securities Accounts and Commodity Accounts. For drafting convenience, control with respect to a securities account or commodity account is defined in terms of obtaining control over the security entitlements or commodity contracts. Of course, an agreement that provides that (without further consent of the debtor) the securities intermediary or commodity intermediary will honor instructions from the secured party concerning a securities account or commodity account described as such is sufficient. Such an agreement necessarily implies that the intermediary will honor instructions concerning all security entitlements or commodity contracts carried in the account and thus affords the secured party control of all the security entitlements or commodity contracts.
ANNOTATIONS
Repeals and reenactments.
— Laws 2001, ch. 139, § 6 repealed former 55-9-106 NMSA 1978, as amended by Laws 1997, ch. 75, § 23, and enacted a new section, effective July 1, 2001.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 9 - Secured Transactions › Part 1 - GENERAL PROVISIONS › Subpart 1 - SHORT TITLE, DEFINITIONS, ANDGENERAL CONCEPTS › Section 55-9-107A - Control of controllable electronic record, account or controllable payment intangible. (Effective January 1, 2024.)

(a) A secured party has control of a controllable electronic record as provided in Section 55-12-105 NMSA 1978.
(b) A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the controllable account or controllable payment intangible.
History:
1978 Comp., § 55-9-107A, enacted by Laws 2023, ch. 142, § 47.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1.
Perfection by Control or Filing and Priority for Controllable Electronic Records.
Perfection by filing and perfection by control are alternative methods of perfection for a controllable electronic record. See Sections 9-312, 9-314. Under this section, a secured party has control of a controllable electronic record as provided in Section 12-105. Under Section 9-326A, a security interest in a controllable electronic record that is perfected by control has priority over a security interest perfected by another method.
2.
Perfection by Control or Filing and Priority for Controllable Account or Controllable Payment Intangible.
Perfection by filing and perfection by control also are alternative methods of perfection for a controllable account or controllable payment intangible. See Sections 9-312, 9-314. Under this section, a secured party would obtain control of a controllable account or controllable payment intangible by obtaining control of the controllable electronic record that evidences the controllable account or controllable payment intangible. Under Section 9-326A, a security interest in a controllable account or controllable payment intangible that is perfected by control has priority over a security interest perfected by another method.
By definition, a controllable account would be an Article 9 "account," and a controllable payment intangible would be an Article 9 "payment intangible." Section 9-102. The fact that an account or payment intangible is a controllable account or controllable payment intangible does not affect a secured party's alternative of perfection by filing. Moreover, that fact does not affect the applicability of other provisions of Article 9, including the provisions governing an account debtor's agreement not to assert defenses (Section 9-403) and the statutory overrides of legal and contractual restrictions on the assignability of accounts and payment intangibles (Sections 9-406 and 9-408).
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 142, § 112 made Laws 2023, ch. 142, § 47 effective January 1, 2024.