reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER (§§ 47-7-501 — 47-7-509) › Section 47-7-506 - Delivery without indorsement - Right to compel indorsement

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER (§§ 47-7-501 — 47-7-509) › Section 47-7-507 - 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 §
47-7-508
, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:
(1)
The document is genuine;
(2)
The transferor does not have knowledge of any fact that would impair the document's validity or worth; and
(3)
The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER (§§ 47-7-501 — 47-7-509) › Section 47-7-508 - 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.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 5 - WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER (§§ 47-7-501 — 47-7-509) › Section 47-7-509 - 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 chapter 2, 2A, or 5 of this title.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 6 - WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS (§§ 47-7-601 — 47-7-603) › Section 47-7-601 - Lost, stolen, or destroyed documents of title

(a)
If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the bailee's reasonable costs and attorney's fees in any action under this subsection (a).
(b)
A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one (1) year after the delivery.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 6 - WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS (§§ 47-7-601 — 47-7-603) › Section 47-7-602 - Judicial process against goods covered by negotiable document of title

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 6 - WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS (§§ 47-7-601 — 47-7-603) › Section 47-7-603 - Conflicting claims - Interpleader

If more than one (1) person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 7 - MISCELLANEOUS PROVISIONS (§§ 47-7-701 — 47-7-704) › Section 47-7-701 - Effective date

This chapter takes effect on July 1, 2008.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 7 - MISCELLANEOUS PROVISIONS (§§ 47-7-701 — 47-7-704) › Section 47-7-702 - Repeals

Existing chapter 7 and §
47-10-104
of the Uniform Commercial Code are repealed.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 7 - MISCELLANEOUS PROVISIONS (§§ 47-7-701 — 47-7-704) › Section 47-7-703 - Applicability

This chapter applies to a document of title that is issued or a bailment that arises on or after July 1, 2008. This chapter does not apply to a document of title that is issued or a bailment that arises before July 1, 2008, even if the document of title or bailment would be subject to this chapter if the document of title had been issued or bailment had arisen on or after July 1, 2008. This chapter does not apply to a right of action that has accrued before July 1, 2008.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 7 - UNIFORM COMMERCIAL CODE - DOCUMENTS OF TITLE (§§ 47-7-101 — 47-7-704) › Part 7 - MISCELLANEOUS PROVISIONS (§§ 47-7-701 — 47-7-704) › Section 47-7-704 - Savings clause

A document of title issued or a bailment that arises before July 1, 2008 and the rights, obligations, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this chapter as if amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule.
Acts 2008, ch. 814, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-101 - Short title

This chapter may be cited as Uniform Commercial Code - Investment Securities.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-103 - Rules for determining whether certain obligations and interests are securities or financial assets

(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 chapter, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
(d)
A writing that is a security certificate is governed by this chapter and not by chapter 3 of this title, even though it also meets the requirements of that chapter. However, a negotiable instrument governed by chapter 3 of this title is a financial asset if it is held in a securities account.
(e)
An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.
(f)
A commodity contract, as defined in §
47-9-102(a)(15)
, is not a security or a financial asset.
(g)
A document of title is not a financial asset unless §
47-8-102(a)(9)(iii)
applies.
Acts 1997 , ch. 79, § 1; 2000, ch. 846, § 16; 2008 , ch. 814, § 22.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-104 - Acquisition of security or financial asset or interest therein

(a)
A person acquires a security or an interest therein, under this chapter, if:
(1)
the person is a purchaser to whom a security is delivered pursuant to §
47-8-301
; or
(2)
the person acquires a security entitlement to the security pursuant to §
47-8-501
.
(b)
A person acquires a financial asset, other than a security, or an interest therein, under this chapter, if the person acquires a security entitlement to the financial asset.
(c)
A person who acquires a security entitlement to a security or other financial asset has the rights specified in part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in §
47-8-503
.
(d)
Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (a) or (b).
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-105 - Notice of adverse claim

(a)
A person has notice of an adverse claim if:
(1)
the person knows of the adverse claim;
(2)
the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3)
the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
(b)
Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c)
An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:
(1)
one (1) year after a date set for presentment or surrender for redemption or exchange; or
(2)
six (6) months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(d)
A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1)
whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or
(2)
is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.
(e)
Filing of a financing statement under chapter 9 of this title is not notice of an adverse claim to a financial asset.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-106 - Control

(a)
A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.
(b)
A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:
(1)
the certificate is endorsed to the purchaser or in blank by an effective endorsement; or
(2)
the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.
(c)
A purchaser has "control" of an uncertificated security if:
(1)
the uncertificated security is delivered to the purchaser; or
(2)
the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.
(d)
A purchaser has "control" of a security entitlement if:
(1)
The purchaser becomes the entitlement holder;
(2)
The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or
(3)
Another person has control of the security entitlement on behalf of the purchaser, or having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.
(e)
If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.
(f)
A purchaser who has satisfied the requirements of subdivision (c) or (d) has control even if the registered owner in the case of subdivision (c) or the entitlement holder in the case of subdivision (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g)
An issuer or a securities intermediary may not enter into an agreement of the kind described in subdivision (c)(2) or (d)(2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
Acts 1997, ch. 79, § 1; 2000, ch. 846, § 17.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-107 - Whether endorsement, instruction, or entitlement order is effective

(a)
"Appropriate person" means:
(1)
with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(2)
with respect to an instruction, the registered owner of an uncertificated security;
(3)
with respect to an entitlement order, the entitlement holder;
(4)
if the person designated in paragraph (1), (2), or (3) is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or
(5)
if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b)
An endorsement, instruction, or entitlement order is effective if:
(1)
it is made by the appropriate person;
(2)
it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under §
47-8-106(c)(2) or (d)(2)
; or
(3)
the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c)
An endorsement, instruction, or entitlement order made by a representative is effective even if:
(1)
the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or
(2)
the representative's action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d)
If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e)
Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-109 - Warranties in indirect holding

(a)
A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(1)
the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and
(2)
there is no adverse claim to the security entitlement.
(b)
A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in §
47-8-108(a) or (b)
.
(c)
If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in §
47-8-108(a) or (b)
.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-111 - 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 chapter and affects another party who does not consent to the rule.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-112 - Creditor's legal process

(a)
The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b)
The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).
(c)
The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).
(d)
The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e)
A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-113 - Statute of frauds inapplicable

Notwithstanding the provisions of §
29-2-101
, 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 (1) year of its making.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-114 - 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 endorsement is admitted.
(2)
If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(3)
If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(4)
If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-115 - Securities intermediary and others not liable to adverse claimant

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:
(1)
took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(2)
acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3)
in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 47-8-101 — 47-8-116) › Section 47-8-116 - Securities intermediary as purchaser for value

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-201 - Issuer

(a)
With respect to an obligation on or a defense to a security, an "issuer" includes a person that:
(1)
places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;
(2)
creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(3)
directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or
(4)
becomes responsible for, or in place of, another person described as an issuer in this section.
(b)
With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.
(c)
With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-203 - Staleness as notice of defect or defense

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:
(1)
requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one (1) year after that date; or
(2)
is not covered by paragraph (1) and the purchaser takes the security more than two (2) years after the date set for surrender or presentation or the date on which performance became due.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-204 - Effect of issuer's restriction on transfer

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(1)
the security is certificated and the restriction is noted conspicuously on the security certificate; or
(2)
the security is uncertificated and the registered owner has been notified of the restriction.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-205 - Effect of unauthorized signature on security certificate

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1)
an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2)
an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-206 - Completion or alteration of security certificate

(a)
If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(1)
any person may complete it by filling in the blanks as authorized; and
(2)
even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(b)
A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-207 - Rights and duties of issuer with respect to registered owners

(a)
Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.
(b)
This chapter does not affect the liability of the registered owner of a security for a call, assessment, or the like.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-208 - Effect of signature of authenticating trustee, registrar, or transfer agent

(a)
A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:
(1)
the certificate is genuine;
(2)
the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
(3)
the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
(b)
Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-209 - 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.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 2 - ISSUE AND ISSUER (§§ 47-8-201 — 47-8-210) › Section 47-8-210 - Overissue

(a)
In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
(b)
Except as otherwise provided in subsections (c) and (d), the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.
(c)
If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.
(d)
If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-301 - Delivery

(a)
Delivery of a certificated security to a purchaser occurs when:
(1)
The purchaser acquires possession of the security certificate;
(2)
Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
(3)
A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser; (ii) payable to the order of the purchaser; or (iii) specially indorsed to the purchaser by an effective endorsement and has not been indorsed to the securities intermediary or in blank.
(b)
Delivery of an uncertificated security to a purchaser occurs when:
(1)
The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(2)
Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
Acts 1997, ch. 79, § 1; 2000, ch. 846, § 19.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-302 - Rights of purchaser

(a)
Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(b)
A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c)
A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
Acts 1997, ch. 79, § 1; 2000, ch. 846, § 20.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-303 - Protected purchaser

(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)
In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-304 - Endorsement

(a)
An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.
(b)
An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
(c)
An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.
(d)
If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
(e)
An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.
(f)
Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in §
47-8-108
and not an obligation that the security will be honored by the issuer.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-305 - 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 §
47-8-108
and not an obligation that the security will be honored by the issuer.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-306 - Effect of guaranteeing signature, endorsement, or instruction

(a)
A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:
(1)
the signature was genuine;
(2)
the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(3)
the signer had legal capacity to sign.
(b)
A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
(1)
the signature was genuine;
(2)
the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(3)
the signer had legal capacity to sign.
(c)
A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:
(1)
the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(2)
the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.
(d)
A guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer.
(e)
A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.
(f)
A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.
(g)
An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.
(h)
The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 47-8-301 — 47-8-307) › Section 47-8-307 - 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.
Acts 1997, ch. 79, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 8 - INVESTMENT SECURITIES (§§ 47-8-101 — 47-8-601) › Part 4 - REGISTRATION (§§ 47-8-401 — 47-8-407) › Section 47-8-401 - Duty of issuer to register transfer

(a)
If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(1)
under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(2)
the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(3)
reasonable assurance is given that the endorsement or instruction is genuine and authorized (§
47-8-402
);
(4)
any applicable law relating to the collection of taxes has been complied with;
(5)
the transfer does not violate any restriction on transfer imposed by the issuer in accordance with §
47-8-204
;
(6)
a demand that the issuer not register transfer has not become effective under §
47-8-403
, or the issuer has complied with §
47-8-403(b)
but no legal process or indemnity bond is obtained as provided in §
47-8-403(d)
; and
(7)
the transfer is in fact rightful or is to a protected purchaser.
(b)
If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
Acts 1997, ch. 79, § 1.