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2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3117 - Other agreements affecting instrument

§ 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3118 - Statute of limitations

§ 3118. Statute of limitations.
(a) Note payable at definite time.
--Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.
(b) Note payable on demand.
--Except as provided in subsection (d) or (e), 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 six 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 ten years.
(c) Unaccepted draft.
--Except as provided in subsection (d), an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or ten years after the date of the draft, whichever period expires first.
(d) Certified check, teller's check, cashier's check and traveler's check.
--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 three years after demand for payment is made to the acceptor or issuer, as the case may be.
(e) Certificate of deposit.
--An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six 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 six-year period begins when a demand for payment is in effect and the due date has passed.
(f) Accepted draft.
--An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced:
(1) within six 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
(2) within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.
(g) Conversion, breach of warranty and other Division 3 actions.
--Unless governed by other law regarding claims for indemnity or contribution, an action:
(1) for conversion of an instrument, for money had and received or like action based on conversion;
(2) for breach of warranty; or
(3) to enforce an obligation, duty or right arising under this division and not governed by this section; must be commenced within three years after the cause of action accrues.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3119 - Notice of right to defend action

§ 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 division or Division 4 (relating to bank deposits and collections), the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Extra - Chapter Notes

Enactment.
Chapter 32 was added July 9, 1992, P.L.507, No.97, effective in one year.
Prior Provisions.
Former Chapter 32, which related to transfer and negotiation, was added November 1,
            1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one
            year.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3201 - Negotiation

transfer.
3204. Indorsement.
3205. Special indorsement; blank indorsement; anomalous indorsement.
3206. Restrictive indorsement.
3207. Reacquisition.
Enactment.
Chapter 32 was added July 9, 1992, P.L.507, No.97, effective in one year.
Prior Provisions.
Former Chapter 32, which related to transfer and negotiation, was added November 1, 1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one year.
§ 3201. Negotiation.
(a) Definition of "negotiation".--
"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.
(b) Manner of negotiation.--
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 indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
Cross References.
Section 3201 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3202 - Negotiation subject to rescission

§ 3202. Negotiation subject to rescission.
(a) General rule.
--Negotiation is effective even if obtained:
(1) from an infant, a corporation exceeding its powers or a person without capacity;
(2) by fraud, duress or mistake; or
(3) in breach of duty or as part of an illegal transaction.
(b) Rescission or other remedies.
--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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3203 - Transfer of instrument; rights acquired by transfer

§ 3203. Transfer of instrument; rights acquired by transfer.
(a) When transfer effected.
--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.
(b) Rights obtained upon transfer of instrument.
--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.
(c) Right of transferee to demand indorsement.
--Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made.
(d) Effect of transfer of less than entire instrument.
--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 division and has only the rights of a partial assignee.
Cross References.
Section 3203 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3204 - Indorsement

§ 3204. Indorsement.
(a) Definition of "indorsement".
--"Indorsement" 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 indorser's liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words is an indorsement 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 indorsement. 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.
(b) Definition of "indorser".
--"Indorser" means a person who makes an indorsement.
(c) When transferee is a holder.
--For the purpose of determining whether the transferee of an instrument is a holder, an indorsement that transfers a security interest in the instrument is effective as an unqualified indorsement of the instrument.
(d) Wrong name.
--If an instrument is payable to a holder under a name that is not the name of the holder, indorsement may be made by the holder in the name stated in the instrument or in the holder's name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.
Cross References.
Section 3204 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3205 - Special indorsement; blank endorsement; anomalous endorsement

§ 3205. Special indorsement; blank indorsement; anomalous
indorsement.
(a) Special indorsement.
--If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a "special indorsement." When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in section 3110 (relating to identification of person to whom instrument is payable) apply to special indorsements.
(b) Blank indorsement.
--If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a "blank indorsement." When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed.
(c) Conversion of blank indorsement into special indorsement.
--The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable.
(d) Definition of "anomalous indorsement".
--"Anomalous indorsement" means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated.
Cross References.
Section 3205 is referred to in sections 3103, 3109 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 32 - Negotiation, Transfer and Indorsement › Section 3207 - Reacquisition

§ 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 indorsements 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 indorser whose indorsement is canceled is discharged, and the discharge is effective against any subsequent holder.
Cross References.
Section 3207 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Extra - Chapter Notes

Enactment.
Chapter 33 was added July 9, 1992, P.L.507, No.97, effective in one year.
Prior Provisions.
Former Chapter 33, which related to rights of a holder, was added November 1, 1979,
            P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one year.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3301 - Person entitled to enforce instrument

§ 3301. Person entitled to enforce instrument.
"Person entitled to enforce" an instrument means:
(1) the holder of the instrument;
(2) a nonholder in possession of the instrument who has the rights of a holder; or
(3) a person not in possession of the instrument who is entitled to enforce the instrument pursuant to section 3309 (relating to enforcement of lost, destroyed or stolen instrument) or 3418(d) (relating to payment or acceptance by mistake).
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.
Cross References.
Section 3301 is referred to in sections 3103, 3308, 4104 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3303 - Value and consideration

§ 3303. Value and consideration.
(a) Value.
--An instrument is issued or transferred for value if:
(1) the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed;
(2) the transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding;
(3) 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;
(4) the instrument is issued or transferred in exchange for a negotiable instrument; or
(5) 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.
(b) Definition of "consideration".
--"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 (a), the instrument is also issued for consideration.
Cross References.
Section 3303 is referred to in sections 3103, 3302, 5102, 9403 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3304 - Overdue instrument

§ 3304. Overdue instrument.
(a) Instrument payable on demand.
--An instrument payable on demand becomes overdue at the earliest of the following times:
(1) on the day after the day demand for payment is duly made;
(2) if the instrument is a check, 90 days after its date; or
(3) 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.
(b) Instrument payable at a definite time.
--With respect to an instrument payable at a definite time, the following rules apply:
(1) 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.
(2) 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.
(3) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.
(c) Instrument not overdue if default in payment of interest.
--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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3305 - Defenses and claims in recoupment

§ 3305. Defenses and claims in recoupment.
(a) General rule.
--Except as stated in subsection (b), the right to enforce the obligation of a party to pay an instrument is subject to the following:
(1) a defense of the obligor based on:
(i) infancy of the obligor to the extent it is a defense to a simple contract;
(ii) duress, lack of legal capacity or illegality of the transaction which, under other law, nullifies the obligation of the obligor;
(iii) 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
(iv) discharge of the obligor in insolvency proceedings;
(2) a defense of the obligor stated in another section of this division 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
(3) 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.
(b) Right of holder in due course to enforce obligation.
-- 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 subsection (a)(1), but is not subject to defenses of the obligor stated in subsection (a)(2) or claims in recoupment stated in subsection (a)(3) against a person other than the holder.
(c) Claims and defenses of person other than obligor on instrument.
--Except as stated in subsection (d), 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 (section 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.
(d) Instrument signed for accommodation.
--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 (a) 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.
Cross References.
Section 3305 is referred to in sections 3302, 4207, 9403 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3306 - Claims to an instrument

§ 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.
Cross References.
Section 3306 is referred to in sections 3302, 3305, 3602 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3307 - Notice of breach of fiduciary duty

§ 3307. Notice of breach of fiduciary duty.
(a) Definitions.
--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Fiduciary." An agent, trustee, partner, corporate officer or director or other representative owing a fiduciary duty with respect to an instrument. "Represented person." The principal, beneficiary, partnership, corporation or other person to whom the duty stated under the definition of fiduciary is owed.
(b) General rule.
--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:
(1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.
(2) 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:
(i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;
(ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or
(iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
(3) 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.
(4) 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:
(i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;
(ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or
(iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
Cross References.
Section 3307 is referred to in section 3206 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3308 - Proof of signatures and status as holder in due course

§ 3308. Proof of signatures and status as holder in due course.
(a) Proof of signatures.
--In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under section 3402(a) (relating to signature by representative).
(b) Status as holder in due course.
--If the validity of signatures is admitted or proved and there is compliance with subsection (a), a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under section 3301 (relating to person entitled to enforce instrument), unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim.
Cross References.
Section 3308 is referred to in section 3309 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3309 - Enforcement of lost, destroyed or stolen instrument

§ 3309. Enforcement of lost, destroyed or stolen instrument.
(a) Enforcement.
--A person not in possession of an instrument is entitled to enforce the instrument if:
(1) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred;
(2) the loss of possession was not the result of a transfer by the person or a lawful seizure; and
(3) the person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.
(b) Proof.
--A person seeking enforcement of an instrument under subsection (a) must prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, section 3308 (relating to proof of signatures and status as holder in due course) applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.
Cross References.
Section 3309 is referred to in sections 3301, 3312 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3310 - Effect of instrument on obligation for which taken

§ 3310. Effect of instrument on obligation for which taken.
(a) Certified check, cashier's check or teller's check given in payment of obligation.
--Unless otherwise agreed, if a certified check, cashier's check or teller's check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an indorser of the instrument.
(b) Note or uncertified check taken for obligation.
--Unless otherwise agreed and except as provided in subsection (a), if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:
(1) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.
(2) In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.
(3) Except as provided in paragraph (4), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.
(4) If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee's rights against the obligor are limited to enforcement of the instrument.
(c) Other instruments taken for obligation.
--If an instrument other than one described in subsection (a) or (b) is taken for an obligation, the effect is:
(1) that stated in subsection (a) if the instrument is one on which a bank is liable as maker or acceptor; or
(2) that stated in subsection (b) in any other case.
Cross References.
Section 3310 is referred to in section 2511 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 33 - Enforcement of Instruments › Section 3311 - Accord and satisfaction by use of instrument

§ 3311. Accord and satisfaction by use of instrument.
(a) Requirements.
--If a person against whom a claim is asserted proves that:
(1) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim;
(2) the amount of the claim was unliquidated or subject to a bona fide dispute; and
(3) the claimant obtained payment of the instrument; the following subsections apply.
(b) Proof of conspicuous statement.
--Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.
(c) Designated person, office or place and 90-day limitations.
--Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies:
(1) The claimant, if an organization, proves that:
(i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office or place; and
(ii) the instrument or accompanying communication was not received by that designated person, office or place.
(2) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1)(i).
(d) Discharge.
--A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Extra - Chapter Notes

Enactment.
Chapter 34 was added July 9, 1992, P.L.507, No.97, effective in one year.
Prior Provisions.
Former Chapter 34, which related to the same subject matter, was added November 1,
            1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective in one
            year.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3401 - Signature

§ 3401. Signature.
(a) Nonliability in absence of signature.--
A person is not liable on an instrument unless:
(1) the person signed the instrument; or
(2) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under section 3402 (relating to signature by representative).
(b) Form of signature.--
A signature may be made:
(1) manually or by means of a device or machine; and
(2) by the use of any name, including a trade or assumed name, or by a word, mark or symbol executed or adopted by a person with present intention to authenticate a writing.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3402 - Signature by representative

§ 3402. Signature by representative.
(a) Represented person bound by signature.
--If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the "authorized signature of the represented person" and the represented person is liable on the instrument, whether or not identified in the instrument.
(b) When representative is bound by signature.
--If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply:
(1) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument.
(2) Subject to subsection (c), if the form of the signature does not show unambiguously that the signature is made in a representative capacity or the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument.
(c) Checks.
--If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.
Cross References.
Section 3402 is referred to in sections 3308, 3401 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3403 - Unauthorized signature

§ 3403. Unauthorized signature.
(a) Ineffectiveness or ratification.
--Unless otherwise provided in this division or Division 4 (relating to bank deposits and collections), an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this division.
(b) Signature of organization.
--If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.
(c) Liability.
--The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this division which makes the unauthorized signature effective for the purposes of this division.
Cross References.
Section 3403 is referred to in section 4104 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3404 - Impostors; fictitious payees

§ 3404. Impostors; fictitious payees.
(a) Impostor.
--If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indorsement of the instrument by any person in the name of the payee is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.
(b) Fictitious payee.
--If a person whose intent determines to whom an instrument is payable (section 3110(a) or (b)) does not intend the person identified as payee to have any interest in the instrument or the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special indorsement:
(1) Any person in possession of the instrument is its holder.
(2) An indorsement by any person in the name of the payee stated in the instrument is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.
(c) When indorsement made in name of payee.
--Under subsection (a) or (b), an indorsement is made in the name of a payee if:
(1) it is made in a name substantially similar to that of the payee; or
(2) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.
(d) Failure to exercise ordinary care.
--With respect to an instrument to which subsection (a) or (b) applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from payment of the instrument, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.
Cross References.
Section 3404 is referred to in sections 3417, 4208 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3405 - Employer's responsibility for fraudulent indorsement by employee

§ 3405. Employer's responsibility for fraudulent indorsement by
employee.
(a) Definitions.
--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Employee." Includes an independent contractor and employee of an independent contractor retained by the employer. "Fraudulent indorsement."
(1) In the case of an instrument payable to the employer, a forged indorsement purporting to be that of the employer.
(2) In the case of an instrument with respect to which the employer is the issuer, a forged indorsement purporting to be that of the person identified as payee. "Responsibility." With respect to instruments means authority:
(1) to sign or indorse instruments on behalf of the employer;
(2) to process instruments received by the employer for bookkeeping purposes, for deposit to an account or for other disposition;
(3) to prepare or process instruments for issue in the name of the employer;
(4) to supply information determining the names or addresses of payees of instruments to be issued in the name of the employer;
(5) to control the disposition of instruments to be issued in the name of the employer; or
(6) to act otherwise with respect to instruments in a responsible capacity. The term does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail or similar access.
(b) Rights and liabilities.
--For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent indorsement of the instrument, the indorsement is effective as the indorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.
(c) Application.
--Under subsection (b), an indorsement is made in the name of the person to whom an instrument is payable if:
(1) it is made in a name substantially similar to the name of that person; or
(2) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.
Cross References.
Section 3405 is referred to in sections 3417, 4208 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3406 - Negligence contributing to forged signature or alteration of instrument

§ 3406. Negligence contributing to forged signature or
alteration of instrument.
(a) Failure to exercise ordinary care.
--A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.
(b) Allocation of loss.
--Under subsection (a), if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.
(c) Burden of proof.
--Under subsection (a), the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection (b), the burden of proving failure to exercise ordinary care is on the person precluded.
Cross References.
Section 3406 is referred to in sections 3417, 4208 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3407 - Alteration

§ 3407. Alteration.
(a) Definition of "alteration".
--"Alteration" means:
(1) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or
(2) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.
(b) Fraudulent alteration; discharge.
--Except as provided in subsection (c), an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.
(c) Certain persons not affected by discharge.
--A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument according to its original terms or, in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.
Cross References.
Section 3407 is referred to in sections 3103, 3115, 3412, 3413, 3414, 3415, 4104, 4207 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3408 - Drawee not liable on unaccepted draft

§ 3408. Drawee not liable on unaccepted draft.
A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3409 - Acceptance of draft; certified check

§ 3409. Acceptance of draft; certified check.
(a) Definition of "acceptance".
--"Acceptance" means the drawee's signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee's signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the accepted draft is delivered for the purpose of giving rights on the acceptance to any person.
(b) Acceptance of incomplete, overdue or dishonored draft.
-- A draft may be accepted although it has not been signed by the drawer, is otherwise incomplete, is overdue or has been dishonored.
(c) Failure to date acceptance of sight draft.
--If a draft is payable at a fixed period after sight and the acceptor fails to date the acceptance, the holder may complete the acceptance by supplying a date in good faith.
(d) Definition of "certified check".
--"Certified check" means a check accepted by the bank on which it is drawn. Acceptance may be made as stated in subsection (a) or by a writing on the check which indicates that the check is certified. The drawee of a check has no obligation to certify the check, and refusal to certify is not dishonor of the check.
Cross References.
Section 3409 is referred to in sections 3103, 4104, 5102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 34 - Liability of Parties › Section 3410 - Acceptance varying draft

§ 3410. Acceptance varying draft.
(a) Right of holder to refuse acceptance.
--If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance.
(b) Effect of acceptance designating place of payment.
--The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place.
(c) Assent of holder to acceptance.
--If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.