reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-403 - Obligation of bailee to deliver; excuse.

RCW 62A.7-403
Obligation of bailee to deliver; excuse.
(a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c) of this section, unless and to the extent that the bailee establishes any of the following:
(1) Delivery of the goods to a person whose receipt was rightful as against the claimant;
(2) Damage to or delay, loss, or destruction of the goods for which the bailee is not liable;
(3) Previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage;
(4) The exercise by a seller of its right to stop delivery pursuant to RCW 62A.2-705 or by a lessor of its right to stop delivery pursuant to RCW 62A.2A-526;
(5) A diversion, reconsignment, or other disposition pursuant to RCW 62A.7-303;
(6) Release, satisfaction, or any other personal defense against the claimant; or
(7) Any other lawful excuse.
(b) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid.
(c) Unless a person claiming the goods is a person against which the document of title does not confer a right under RCW 62A.7-503(a):
(1) The person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and
(2) The bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to which the document is duly negotiated.
[ 2012 c 214 § 503; 2011 c 336 § 835; 1965 ex.s. c 157 § 7-403. Cf. former RCW sections: (i) RCW 22.04.090, and 22.04.100; 1913 c 99 §§ 8 and 9; RRS §§ 3594, and 3595; prior: 1891 c 134 §§ 6, and 7. (ii) RCW 22.04.110, 22.04.130, 22.04.170, and 22.04.200; 1913 c 99 §§ 10, 12, 16, and 19; RRS §§ 3596, 3598, 3602, and 3605. (iii) RCW 22.04.120; 1913 c 99 § 11; RRS § 3597; prior: 1886 p 121 § 7. (iv) RCW 81.32.111 through 81.32.151, 81.32.191, and 81.32.221; 1961 c 14 §§ 81.32.111 through 81.32.151, 81.32.191, and 81.32.221; 1915 c 159 §§ 11 through 15, 19, and 22; RRS §§ 3657 through 3661, 3665, and 3668; formerly RCW 81.32.120 through 81.32.160, 81.32.200, and 81.32.230.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-404 - No liability for good-faith delivery pursuant to document of title.

RCW 62A.7-404
No liability for good-faith delivery pursuant to document of title.
A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this Article is not liable for the goods even if:
(1) The person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods; or
(2) The person to which the bailee delivered the goods did not have authority to receive the goods.
[ 2012 c 214 § 504; 1965 ex.s. c 157 § 7-404. Cf. former RCW sections: (i) RCW 22.04.110; 1913 c 99 § 10; RRS § 3596. (ii) RCW 81.32.131; 1961 c 14 § 81.32.131; prior: 1915 c 159 § 13; RRS § 3659; formerly RCW 81.32.140.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-502 - Rights acquired by due negotiation.

RCW 62A.7-502
Rights acquired by due negotiation.
(a) Subject to RCW 62A.7-205 and 62A.7-503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:
(1) Title to the document;
(2) Title to the goods;
(3) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(4) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this Article, but in the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.
(b) Subject to RCW 62A.7-503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:
(1) The due negotiation or any prior due negotiation constituted a breach of duty;
(2) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or
(3) A previous sale or other transfer of the goods or document has been made to a third person.
[ 2012 c 214 § 602; 1965 ex.s. c 157 § 7-502. Cf. former RCW sections: (i) RCW 22.04.420, and 22.04.480 through 22.04.500; 1913 c 99 §§ 41, and 47 through 49; RRS §§ 3627, and 3633 through 3635. (ii) RCW 63.04.210(4), 63.04.260, 63.04.340, 63.04.390, and 63.04.630; 1925 ex.s. c 142 §§ 20, 25, 33, 38, and 62; RRS §§ 5836-20, 5836-25, 5836-33, 5836-38, and 5836-62. (iii) RCW 81.32.321, 81.32.381, 81.32.391, 81.32.401, and 81.32.421; 1961 c 14 §§ 81.32.321, 81.32.381, 81.32.391, 81.32.401, and 81.32.421; prior: 1915 c 159 §§ 32, 38, 39, 40, and 42; RRS §§ 3678, 3684, 3685, 3686, and 3688; formerly RCW 81.32.410, 81.32.470, 81.32.480, 81.32.490, and 81.32.510.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-503 - Document of title to goods defeated in certain cases.

RCW 62A.7-503
Document of title to goods defeated in certain cases.
(a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:
(1) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with:
(A) Actual or apparent authority to ship, store, or sell;
(B) Power to obtain delivery under RCW 62A.7-403; or
(C) Power of disposition under RCW 62A.2-403, 62A.2A-304(2), 62A.2A-305(2), 62A.9A-320, or 62A.9A-321(c) or other statute or rule of law; or
(2) Acquiesce in the procurement by the bailor or its nominee of any document.
(b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under RCW 62A.7-504 to the same extent as the rights of the issuer or a transferee from the issuer.
(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with RCW 62A.7-401 through 62A.7-404 pursuant to its own bill of lading discharges the carrier's obligation to deliver.
[ 2012 c 214 § 603; 2000 c 250 § 9A-814; 1965 ex.s. c 157 § 7-503. Cf. former RCW sections: (i) RCW 22.04.420; 1913 c 99 § 41; RRS § 3627. (ii) RCW 63.04.340; 1925 ex.s. c 142 § 33; RRS § 5836-33. (iii) RCW 81.32.321; 1961 c 14 § 81.32.321; prior: 1915 c 159 § 32; RRS § 3678; formerly RCW 81.32.410.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Effective date—2000 c 250: See RCW 62A.9A-701.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-504 - Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

RCW 62A.7-504
Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.
(a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.
(b) In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:
(1) By those creditors of the transferor which could treat the transfer as void under RCW 62A.2-402 or 62A.2A-308;
(2) By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights;
(3) By a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or
(4) As against the bailee, by good-faith dealings of the bailee with the transferor.
(c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.
(d) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under RCW 62A.2-705 or a lessor under RCW 62A.2A-526, subject to the requirements of due notification in those statutes. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
[ 2012 c 214 § 604; 1965 ex.s. c 157 § 7-504. Cf. former RCW sections: (i) RCW 22.04.420(2) and 22.04.430; 1913 c 99 §§ 41 and 42; RRS §§ 3627, and 3628. (ii) RCW 63.04.350; 1925 ex.s. c 142 § 34; RRS § 5834-34. (iii) RCW 81.32.321(2) and 81.32.331; 1961 c 14 §§ 81.32.321 and 81.32.331; prior: 1915 c 159 §§ 32 and 33; RRS §§ 3678 and 3679; formerly RCW 81.32.410 and 81.32.420.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-505 - Indorser not guarantor for other parties.

RCW 62A.7-505
Indorser not guarantor for other parties.
The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.
[ 2012 c 214 § 605; 1965 ex.s. c 157 § 7-505. Cf. former RCW sections: (i) RCW 22.04.460; 1913 c 99 § 45; RRS § 3631. (ii) RCW 63.04.380; 1925 ex.s. c 142 § 37; RRS § 5836-37. (iii) RCW 81.32.361; 1961 c 14 § 81.32.361; prior: 1915 c 159 § 36; RRS § 3682; formerly RCW 81.32.450.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-506 - Delivery without indorsement: Right to compel indorsement.

RCW 62A.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.
[ 2012 c 214 § 606; 1965 ex.s. c 157 § 7-506. Cf. former RCW sections: (i) RCW 22.04.440; 1913 c 99 § 43; RRS § 3629. (ii) RCW 63.04.360; 1925 ex.s. c 142 § 35; RRS § 5836-35. (iii) RCW 81.32.341; 1961 c 14 § 81.32.341; prior: 1915 c 159 § 34; RRS § 3680; formerly RCW 81.32.430.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-507 - Warranties on negotiation or delivery of document of title.

RCW 62A.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 RCW 62A.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.
[ 2012 c 214 § 607; 1965 ex.s. c 157 § 7-507. Cf. former RCW sections: (i) RCW 22.04.450; 1913 c 99 § 44; RRS § 3630. (ii) RCW 63.04.370; 1925 ex.s. c 142 § 36; RRS § 5836-36. (iii) RCW 81.32.351; 1961 c 14 § 81.32.351; prior: 1915 c 159 § 35; RRS § 3681; formerly RCW 81.32.440.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-508 - Warranties of collecting bank as to documents of title.

RCW 62A.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.
[ 2012 c 214 § 608; 1965 ex.s. c 157 § 7-508. Cf. former RCW sections: (i) RCW 22.04.470; 1913 c 99 § 46; RRS § 3632. (ii) RCW 81.32.371; 1961 c 14 § 81.32.371; prior: 1915 c 159 § 37; RRS § 3683; formerly RCW 81.32.460.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-509 - Adequate compliance with commercial contract.

RCW 62A.7-509
Adequate compliance with commercial contract.
Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 2A, or 5 of this title.
[ 2012 c 214 § 609; 1965 ex.s. c 157 § 7-509.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-601 - Lost, stolen, or destroyed documents of title.

RCW 62A.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 attorneys' fees in any action under this subsection.
(b) A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one year after the delivery.
[ 2012 c 214 § 701; 1965 ex.s. c 157 § 7-601. Cf. former RCW sections: (i) RCW 22.04.150; 1913 c 99 § 14; RRS § 3600. (ii) RCW 81.32.171; 1961 c 14 § 81.32.171; prior: 1915 c 159 § 17; RRS § 3663; formerly RCW 81.32.180.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-602 - Judicial process against goods covered by negotiable document of title.

RCW 62A.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.
[ 2012 c 214 § 702; 1965 ex.s. c 157 § 7-602. Cf. former RCW sections: (i) RCW 22.04.260; 1913 c 99 § 25; RRS § 3611. (ii) RCW 81.32.241; 1961 c 14 § 81.32.241; prior: 1915 c 159 § 24; RRS § 3670; formerly RCW 81.32.250.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.7 Warehouse Receipts, Bills of Lading and Other Documents of Title. › 62A.7-603 - Conflicting claims; interpleader.

RCW 62A.7-603
Conflicting claims; interpleader.
If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
[ 2012 c 214 § 703; 1965 ex.s. c 157 § 7-603. Cf. former RCW sections: (i) RCW 22.04.170 and 22.04.180; 1913 c 99 §§ 16 and 17; RRS §§ 3602 and 3603. (ii) RCW 81.32.201 and 81.32.211; 1961 c 14 §§ 81.32.201 and 81.32.211; prior: 1915 c 159 §§ 20 and 21; RRS §§ 3666 and 3667; formerly RCW 81.32.210 and 81.32.220.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-101 - Short title.

RCW 62A.8-101
Short title.
This Article may be cited as Uniform Commercial Code—Investment Securities.
[ 1995 c 48 § 1; 1965 ex.s. c 157 § 8-101.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-104 - Acquisition of security or financial asset or interest therein.

RCW 62A.8-104
Acquisition of security or financial asset or interest therein.
(1) A person acquires a security or an interest therein, under this Article, if:
(a) The person is a purchaser to whom a security is delivered pursuant to RCW 62A.8-301; or
(b) The person acquires a security entitlement to the security pursuant to RCW 62A.8-501.
(2) A person acquires a financial asset, other than a security, or an interest therein, under this Article, if the person acquires a security entitlement to the financial asset.
(3) A person who acquires a security entitlement to a security or other financial asset has the rights specified in Part 5 of this Article, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in RCW 62A.8-503.
(4) 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 (1) or (2) of this section.
[ 1995 c 48 § 4; 1986 c 35 § 3; 1965 ex.s. c 157 § 8-104.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
Corporations—Purchase of own shares: RCW 23B.06.030 and 23B.06.310.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-105 - Notice of adverse claim.

RCW 62A.8-105
Notice of adverse claim.
(1) A person has notice of an adverse claim if:
(a) The person knows of the adverse claim;
(b) 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
(c) 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.
(2) 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.
(3) 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:
(a) One year after a date set for presentment or surrender for redemption or exchange; or
(b) Six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(4) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(a) Whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or
(b) 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.
(5) Filing of a financing statement under *Article 9 is not notice of an adverse claim to a financial asset.
[ 1995 c 48 § 5; 1986 c 35 § 4; 1965 ex.s. c 157 § 8-105. Cf. former RCW 62.01.001; 1955 c 35 § 62.01.001; prior: 1899 c 149 § 1; RRS § 3392.]
NOTES:
*Reviser's note: Article 62A.9 RCW was repealed in its entirety by 2000 c 250 § 9A-901, effective July 1, 2001. For later enactment, see Article 62A.9A RCW.
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-107 - Whether indorsement, instruction, or entitlement is effective.

RCW 62A.8-107
Whether indorsement, instruction, or entitlement is effective.
(1) "Appropriate person" means:
(a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;
(b) With respect to an instruction, the registered owner of an uncertificated security;
(c) With respect to an entitlement order, the entitlement holder;
(d) If the person designated in (a), (b), or (c) of this subsection 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
(e) If the person designated in (a), (b), or (c) of this subsection 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.
(2) An indorsement, instruction, or entitlement order is effective if:
(a) It is made by the appropriate person;
(b) 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 RCW 62A.8-106 (3)(b) or (4)(b); or
(c) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(3) An indorsement, instruction, or entitlement order made by a representative is effective even if:
(a) 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
(b) The representative's action in making the indorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(4) If a security is registered in the name of or specially indorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an indorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(5) Effectiveness of an indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
[ 1995 c 48 § 7; 1986 c 35 § 6; 1965 ex.s. c 157 § 8-107.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-109 - Warranties in indirect holding.

RCW 62A.8-109
Warranties in indirect holding.
(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(a) 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
(b) There is no adverse claim to the security entitlement.
(2) 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 RCW 62A.8-108 (1) or (2).
(3) 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 RCW 62A.8-108 (1) or (2).
[ 1995 c 48 § 9.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-111 - Clearing corporation rules.

RCW 62A.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 Title and affects another party who does not consent to the rule.
[ 1995 c 48 § 11.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-112 - Creditor's legal process.

RCW 62A.8-112
Creditor's legal process.
(1) 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 (4) of this section. 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.
(2) 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 (4) of this section.
(3) 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 (4) of this section.
(4) 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.
(5) 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.
[ 1995 c 48 § 12.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-113 - Statute of frauds inapplicable.

RCW 62A.8-113
Statute of frauds inapplicable.
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
[ 1995 c 48 § 13.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-114 - Evidentiary rules concerning certificated securities.

RCW 62A.8-114
Evidentiary rules concerning certificated securities.
The following rules apply in an action on a certificated security against the issuer:
(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.
(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(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.
[ 1995 c 48 § 14.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-115 - Securities intermediary and others not liable to adverse claimant.

RCW 62A.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.
[ 1995 c 48 § 15.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-116 - Securities intermediary as purchaser for value.

RCW 62A.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.
[ 1995 c 48 § 16.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-201 - Issuer.

RCW 62A.8-201
Issuer.
(1) With respect to an obligation on or a defense to a security, an "issuer" includes a person that:
(a) 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;
(b) Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(c) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or
(d) Becomes responsible for, or in place of, another person described as an issuer in this section.
(2) 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.
(3) With respect to registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
[ 1995 c 48 § 17; 1986 c 35 § 8; 1965 ex.s. c 157 § 8-201. Cf. former RCW sections: RCW 62.01.029, and 62.01.060 through 62.01.062; 1955 c 35 §§ 62.01.029, and 62.01.060 through 62.01.062; prior: 1899 c 149 §§ 29, and 60 through 62; RRS §§ 3420, and 3451 through 3453.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
Corporations, effect of merger or consolidation: RCW 23B.11.060.
Securities Act, issuer: RCW 21.20.005(10).
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-203 - Staleness as notice of defect or defense.

RCW 62A.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 year after that date; or
(2) Is not covered by subsection (1) of this section and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
[ 1995 c 48 § 19; 1986 c 35 § 10; 1965 ex.s. c 157 § 8-203. Cf. former RCW sections: RCW 62.01.052(2) and 62.01.053; 1955 c 35 §§ 62.01.052 and 62.01.053; prior: 1899 c 149 §§ 52 and 53; RRS §§ 3443 and 3444.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-204 - Effect of issuer's restrictions on transfer.

RCW 62A.8-204
Effect of issuer's restrictions 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 by the restriction.
[ 1995 c 48 § 20; 1986 c 35 § 11; 1965 ex.s. c 157 § 8-204. Cf. former RCW 23.80.150; 1939 c 100 § 15; RRS § 3803-115; formerly RCW 23.20.160.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
Corporations—Stock certificates—Limitations: RCW 23B.06.250.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-205 - Effect of unauthorized signature on security certificate.

RCW 62A.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 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 subsection (1) of this section, entrusted with responsible handling of the security certificate.
[ 1995 c 48 § 21; 1986 c 35 § 12; 1965 ex.s. c 157 § 8-205. Cf. former RCW 62.01.023; 1955 c 35 § 62.01.023; prior: 1899 c 149 § 23; RRS § 3414.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-206 - Completion or alteration of security certificate.

RCW 62A.8-206
Completion or alteration of security certificate.
(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(a) Any person may complete it by filling in the blanks as authorized; and
(b) Even though 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.
(2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
[ 1995 c 48 § 22; 1986 c 35 § 13; 1965 ex.s. c 157 § 8-206. Cf. former RCW sections: (i) RCW 23.80.160; 1939 c 100 § 16; RRS § 3803-116; formerly RCW 23.20.170. (ii) RCW 62.01.014, 62.01.015, and 62.01.124; 1955 c 35 §§ 62.01.014, 62.01.015, and 62.01.124; prior: 1899 c 149 §§ 14, 15, and 124; RRS §§ 3405, 3406, and 3514.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-207 - Rights and duties of issuer with respect to registered owners.

RCW 62A.8-207
Rights and duties of issuer with respect to registered owners.
(1) 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.
(2) This Article does not affect the liability of the registered owner of a security for a call, assessment, or the like.
[ 1995 c 48 § 23; 1986 c 35 § 14; 1965 ex.s. c 157 § 8-207. Cf. former RCW 23.80.020 and 23.80.030; 1939 c 100 §§ 2 and 3; RRS §§ 3803-102 and 3803-103; formerly RCW 23.20.030 and 23.20.040.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-208 - Effect of signature of authenticating trustee, registrar, or transfer agent.

RCW 62A.8-208
Effect of signature of authenticating trustee, registrar, or transfer agent.
(1) 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:
(a) The certificate is genuine;
(b) 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
(c) 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.
(2) Unless otherwise agreed, a person signing under subsection (1) of this section does not assume responsibility for the validity of the security in other respects.
[ 1995 c 48 § 24; 1986 c 35 § 15; 1965 ex.s. c 157 § 8-208.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-209 - Issuer's lien.

RCW 62A.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.
[ 1995 c 48 § 25.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-210 - Overissue.

RCW 62A.8-210
Overissue.
(1) 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.
(2) Except as otherwise provided in subsections (3) and (4) of this section, the provisions of this Article 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.
(3) 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.
(4) 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.
[ 1995 c 48 § 26.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-301 - Delivery.

RCW 62A.8-301
Delivery.
(1) Delivery of a certificated security to a purchaser occurs when:
(a) The purchaser acquires possession of the security certificate;
(b) 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
(c) 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 indorsement and has not been indorsed to the securities intermediary or in blank.
(2) Delivery of an uncertificated security to a purchaser occurs when:
(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(b) 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.
[2000 c 250 § 9A-818; 1995 c 48 § 27; 1986 c 35 § 16; 1965 ex.s. c 157 § 8-301. Cf. former RCW sections: (i) RCW 23.80.070; 1939 c 100 § 7; RRS § 3803-107; formerly RCW 23.20.080. (ii) RCW 62.01.052; 1955 c 35 § 62.01.052; prior: 1899 c 149 § 52; RRS § 3443. (iii) RCW 62.01.057 through 62.01.059; 1955 c 35 §§ 62.01.057 through 62.01.059; prior: 1899 c 149 §§ 57 through 59; RRS §§ 3448 through 3450.]
NOTES:
Effective date—2000 c 250: See RCW 62A.9A-701.
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-302 - Rights of purchaser.

RCW 62A.8-302
Rights of purchaser.
(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(3) 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.
[2000 c 250 § 9A-819; 1995 c 48 § 28; 1986 c 35 § 17; 1965 ex.s. c 157 § 8-302. Cf. former RCW sections: (i) RCW 23.80.230(2); 1939 c 100 § 23; RRS § 3803-123. (ii) RCW 62.01.052; 1955 c 35 § 62.01.052; prior: 1899 c 149 § 52; RRS § 3443.]
NOTES:
Effective date—2000 c 250: See RCW 62A.9A-701.
Effective date—1995 c 48: See RCW 62A.11-113.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.8 Investment Securities. › 62A.8-303 - Protected purchaser.

RCW 62A.8-303
Protected purchaser. (Effective until January 1, 2024.)
(1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(a) Gives value;
(b) Does not have notice of any adverse claim to the security; and
(c) Obtains control of the certificated or uncertificated security.
(2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
[ 1995 c 48 § 29; 1986 c 35 § 18; 1965 ex.s. c 157 § 8-303.]
NOTES:
Effective date—1995 c 48: See RCW 62A.11-113.
(1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(a) Gives value;
(b) Does not have notice of any adverse claim to the security; and
(c) Obtains control of the certificated or uncertificated security.
(2) A protected purchaser also acquires its interest in the security free of any adverse claim.
[ 2023 c 266 § 805; 1995 c 48 § 29; 1986 c 35 § 18; 1965 ex.s. c 157 § 8-303.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1995 c 48: See RCW 62A.11-113.