reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part I - Short Title and General Matters › § 28:8–111. Clearing corporation rules

§ 28:8–111. 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 article and affects another party who does not consent to the rule.
(Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-111.
Uniform Commercial Code Comment
1. The experience of the past few decades shows that securities holding and settlement practices may develop rapidly, and in unforeseeable directions. Accordingly, it is desirable that the rules of Article 8 be adaptable both to ensure that commercial law can conform to changing practices and to ensure that commercial law does not operate as an obstacle to developments in securities practice. Even if practices were unchanging, it would not be possible in a general statute to specify in detail the rules needed to provide certainty in the operations of the clearance and settlement system.
The provisions of this Article and Article 1 on the effect of agreements provide considerable flexibility in the specification of the details of the rights and obligations of participants in the securities holding system by agreement. See Sections 8-504 through 8-509, and Section 1-102(3) and (4). Given the magnitude of the exposures involved in securities transactions, however, it may not be possible for the parties in developing practices to rely solely on private agreements, particularly with respect to matters that might affect others, such as creditors. For example, in order to be fully effective, rules of clearing corporations on the finality or reversibility of securities settlements must not only bind the participants in the clearing corporation but also be effective against their creditors. Section 8-111 provides that clearing corporation rules are effective even if they indirectly affect third parties, such as creditors of a participant. This provision does not, however, permit rules to be adopted that would govern the rights and obligations of third parties other than as a consequence of rules that specify the rights and obligations of the clearing corporation and its participants.
2. The definition of clearing corporation in Section 8-102 covers only federal reserve banks, entities registered as clearing agencies under the federal securities laws, and others subject to comparable regulation. The rules of registered clearing agencies are subject to regulatory oversight under the federal securities laws.
Definitional Cross References
“Clearing corporation”. Section 8-102(a)(5).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part I - Short Title and General Matters › § 28:8–113. Statute of frauds inapplicable

§ 28:8–113. 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.
(Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-113.
Uniform Commercial Code Comment
This section provides that the statute of frauds does not apply to contracts for the sale of securities, reversing prior law which had a special statute of frauds in Section 8-319 (1978). With the increasing use of electronic means of communication, the statute of frauds is unsuited to the realities of the securities business. For securities transactions, whatever benefits a statute of frauds may play in filtering out fraudulent claims are outweighed by the obstacles it places in the development of modern commercial practices in the securities business.
Definitional Cross References
“Action”. Section 1-201(1).
“Contract”. Section 1-201(11).
“Writing”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part I - Short Title and General Matters › § 28:8–114. Evidentiary rules concerning certificated securities

§ 28:8–114. 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.
(Dec. 30, 1963, 77 Stat. 733, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-114.
1973 Ed., § 28:8-105.
Uniform Commercial Code Comment
This section adapts the rules of negotiable instruments law concerning procedure in actions on instruments, see Section 3-308, to actions on certificated securities governed by this Article. An “action on a security” includes any action or proceeding brought against the issuer to enforce a right or interest that is part of the security, such as an action to collect principal or interest or a dividend, or to establish a right to vote or to receive a new security under an exchange offer or plan of reorganization. This section applies only to certificated securities; actions on uncertificated securities are governed by general evidentiary principles.
Definitional Cross References
“Action”. Section 1-201(1).
“Burden of establishing”. Section 1-201(8).
“Certificated security”. Section 8-102(a)(4).
“Indorsement”. Section 8-102(a)(11).
“Issuer”. Section 8-201.
“Presumed”. Section 1-201(31).
“Security”. Section 8-102(a)(15).
“Security certificate”. Section 8-102(a)(16).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part II - Issue and Issuer › § 28:8–201. Issuer

§ 28:8–201. 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.
(Dec. 30, 1963, 77 Stat. 734, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-201.
1973 Ed., § 28:8-201.
Section References
This section is referenced in § 28:8-102 and § 28:9-102.
Uniform Commercial Code Comment
1. The definition of “issuer” in this section functions primarily to describe the persons whose defenses may be cut off under the rules in Part 2. In large measure it simply tracks the language of the definition of security in Section 8-102(a)(15).
2. Subsection (b) distinguishes the obligations of a guarantor as issuer from those of the principal obligor. However, it does not exempt the guarantor from the impact of subsection (d) of Section 8-202. Whether or not the obligation of the guarantor is noted on the security is immaterial. Typically, guarantors are parent corporations, or stand in some similar relationship to the principal obligor. If that relationship existed at the time the security was originally issued the guaranty would probably have been noted on the security. However, if the relationship arose afterward, e.g., through a purchase of stock or properties, or through merger or consolidation, probably the notation would not have been made. Nonetheless, the holder of the security is entitled to the benefit of the obligation of the guarantor.
3. Subsection (c) narrows the definition of “issuer” for purposes of Part 4 of this Article (registration of transfer). It is supplemented by Section 8-407.
Definitional Cross References
“Person”. Section 1-201(30).
“Security”. Section 8-102(a)(15).
“Security certificate”. Section 8-102(a)(16).
“Uncertificated security”. Section 8-102(a)(18).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part II - Issue and Issuer › § 28:8–206. Completion or alteration of security certificate

§ 28:8–206. 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.
(Dec. 30, 1963, 77 Stat. 735, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-206.
1973 Ed., § 28:8-206.
Uniform Commercial Code Comment
1. The problem of forged or unauthorized signatures necessary for the issue or transfer of a security is not involved here, and a person in possession of a blank certificate is not, by this section, given authority to fill in blanks with such signatures. Completion of blanks left in a transfer instruction is dealt with elsewhere ( Section 8-305(a) ).
2. Blanks left upon issue of a security certificate are the only ones dealt with here, and a purchaser for value without notice is protected. A purchaser is not in a good position to determine whether blanks were completed by the issuer or by some person not authorized to complete them. On the other hand the issuer can protect itself by not placing its signature on the writing until the blanks are completed or, if it does sign before all blanks are completed, by carefully selecting the agents and employees to whom it entrusts the writing after authentication. With respect to a security certificate that is completed by the issuer but later is altered, the issuer has done everything it can to protect the purchaser and thus is not charged with the terms as altered. However, it is charged according to the original terms, since it is not thereby prejudiced. If the completion or alteration is obviously irregular, the purchaser may not qualify as a purchaser who took without notice under this section.
3. Only the purchaser who physically takes the certificate is directly protected. However, a transferee may receive protection indirectly through Section 8-302(a).
4. The protection granted a purchaser for value without notice under this section is modified to the extent that an overissue may result where an incorrect amount is inserted into a blank ( Section 8-210). Definitional Cross References
Definitional Cross References
“Notice”. Section 1-201(25).
“Purchaser”. Sections 1-201(33) and 8-116.
“Security certificate”. Section 8-102(a)(16).
“Unauthorized signature”. Section 1-201(43).
“Value”. Sections 1-201(44) and 8-116.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part II - Issue and Issuer › § 28:8–209. Issuer’s lien

§ 28:8–209. 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.
(Dec. 30, 1963, 77 Stat. 733, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-209.
1973 Ed., § 28:8-103.
Uniform Commercial Code Comment
This section is similar to Sections 8-202 and 8-204 which require that the terms of a certificated security and any restriction on transfer imposed by the issuer be noted on the security certificate. This section differs from those two sections in that the purchaser’s knowledge of the issuer’s claim is irrelevant. “Noted” makes clear that the text of the lien provisions need not be set forth in full. However, this would not override a provision of an applicable corporation code requiring statement in haec verba. This section does not apply to uncertificated securities. It applies to the indirect holding system in the same fashion as Sections 8-202 and 8-204, see Comment 2 to Section 8-202.
Definitional Cross References
“Certificated security”. Section 8-102(a)(4).
“Issuer”. Section 8-201.
“Purchaser”. Sections 1-201(33) and 8-116.
“Security”. Section 8-102(a)(15).
“Security certificate”. Section 8-102(a)(16).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part III - Transfer of Certificated and Uncertificated Securities › § 28:8–305. Instruction

§ 28:8–305. 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 § 28:8-108 and not an obligation that the security will be honored by the issuer.
(Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-305.
1973 Ed., § 28:8-305.
Uniform Commercial Code Comment
1. The term instruction is defined in Section 8-102(a)(12) as a notification communicated to the issuer of an uncertificated security directing that transfer be registered. Section 8-107 specifies who may initiate an effective instruction.
Functionally, presentation of an instruction is quite similar to the presentation of an indorsed certificate for reregistration. Note that instruction is defined in terms of “communicate,” see Section 8-102(a)(6). Thus, the instruction may be in the form of a writing signed by the registered owner or in any other form agreed upon by the issuer and the registered owner. Allowing nonwritten forms of instructions will permit the development and employment of means of transmitting instructions electronically.
When a person who originates an instruction leaves a blank and the blank later is completed, subsection (a) gives the issuer the same rights it would have had against the originating person had that person completed the blank. This is true regardless of whether the person completing the instruction had authority to complete it. Compare Section 8-206 and its Comment, dealing with blanks left upon issue.
2. Subsection (b) makes clear that the originator of an instruction, like the indorser of a security certificate, does not warrant that the issuer will honor the underlying obligation, but does make warranties as a transferor under Section 8-108.
Definitional Cross References
“Appropriate person”. Section 8-107.
“Instruction”. Section 8-102(a)(12).
“Issuer”. Section 8-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part III - Transfer of Certificated and Uncertificated Securities › § 28:8–307. Purchaser’s right to requisites for registration of transfer

§ 28:8–307. 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.
(Dec. 30, 1963, 77 Stat. 740, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-307.
1973 Ed., § 28:8-307.
Uniform Commercial Code Comment
1. Because registration of the transfer of a security is a matter of vital importance, a purchaser is here provided with the means of obtaining such formal requirements for registration as signature guaranties, proof of authority, transfer tax stamps and the like. The transferor is the one in a position to supply most conveniently whatever documentation may be requisite for registration of transfer, and the duty to do so upon demand within a reasonable time is here stated affirmatively. If an essential item is peculiarly within the province of the transferor so that the transferor is the only one who can obtain it, the purchaser may specifically enforce the right to obtain it. Compare Section 8-304(d). If a transfer is not for value the transferor need not pay expenses.
2. If the transferor’s duty is not performed the transferee may reject or rescind the contract to transfer. The transferee is not bound to do so. An action for damages for breach of contract may be preferred.
Definitional Cross References
“Purchaser”. Sections 1-201(33) and 8-116.
“Security”. Section 8-102(a)(15).
“Value”. Sections 1-201(44) and 8-116.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part IV - Registration › § 28:8–405. Replacement of lost, destroyed, or wrongfully taken security certificate

§ 28:8–405. Replacement of lost, destroyed, or wrongfully taken security certificate.
(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:
(1) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(2) Files with the issuer a sufficient indemnity bond; and
(3) Satisfies other reasonable requirements imposed by the issuer.
(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by § 28:8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
(Dec. 30, 1963, 77 Stat. 744, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-405.
1973 Ed., § 28:8-405.
Section References
This section is referenced in § 28:8-406.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part IV - Registration › § 28:8–406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate

§ 28:8–406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under § 28:8-404 or a claim to a new security certificate under § 28:8-405.
(Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-406.
1973 Ed., § 28:8-406.
Section References
This section is referenced in § 28:8-404.
Uniform Commercial Code Comment
An owner who fails to notify the issuer within a reasonable time after the owner knows or has reason to know of the loss or theft of a security certificate is estopped from asserting the ineffectiveness of a forged or unauthorized indorsement and the wrongfulness of the registration of the transfer. If the lost certificate was indorsed by the owner, then the registration of the transfer was not wrongful under Section 8-404, unless the owner made an effective demand that the issuer not register transfer under Section 8-403.
Definitional Cross References
“Issuer”. Section 8-201.
“Notify”. Section 1-201(25).
“Security certificate”. Section 8-102(a)(16).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 8 - Investment Securities › Part IV - Registration › § 28:8–407. Authenticating trustee, transfer agent, and registrar

§ 28:8–407. Authenticating trustee, transfer agent, and registrar.
A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
(Dec. 30, 1963, 77 Stat. 744, Pub. L. 88-243, § 1; Mar. 16, 1993, D.C. Law 9-196, § 4, 39 DCR 9165; renumbered and amended, Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087.)
Prior Codifications
1981 Ed., § 28:8-407.
1973 Ed., § 28:8-406.
Uniform Commercial Code Comment
1. Transfer agents, registrars, and the like are here expressly held liable both to the issuer and to the owner for wrongful refusal to register a transfer as well as for wrongful registration of a transfer in any case within the scope of their respective functions where the issuer would itself be liable. Those cases which have regarded these parties solely as agents of the issuer and have therefore refused to recognize their liability to the owner for mere non-feasance, i.e., refusal to register a transfer, are rejected. Hulse v. Consolidated Quicksilver Mining Corp., 65 Idaho 768, 154 P.2d 149 (1944); Nicholson v. Morgan, 119 Misc. 309, 196 N.Y.Supp. 147 (1922); Lewis v. Hargadine-McKittrick Dry Goods Co., 305 Mo. 396, 274 S.W. 1041 (1924).
2. The practice frequently followed by authenticating trustees of issuing certificates of indebtedness rather than authenticating duplicate certificates where securities have been lost or stolen became obsolete in view of the provisions of Section 8-405, which makes express provision for the issue of substitute securities. It is not a breach of trust or lack of due diligence for trustees to authenticate new securities. Cf. Switzerland General Ins. Co. v. N.Y.C. & H.R.R. Co., 152 App.Div. 70, 136 N.Y.S. 726 (1912).
Definitional Cross References
“Certificated security”. Section 8-102(a)(4).
“Issuer”. Section 8-201.
“Security”. Section 8-102(a)(15).
“Security certificate”. Section 8-102(a)(16).
“Uncertificated security”. Section 8-102(a)(18).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part I - General Provisions › Subpart 1 - Short Title, Definitions, and General Concepts › § 28:9–106. Control of investment property

§ 28:9–106. Control of investment property.
(a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in § 28:8-106.
(b) A secured party has control of a commodity contract if:
(1) The secured party is the commodity intermediary with which the commodity contract is carried; or
(2) The commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(c) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:9-203, § 28:9-207, § 28:9-208, § 28:9-314, § 28:9-328, and § 28:9-601.
Uniform Commercial Code Comment
1. Source. Former Section 9-115(e).
2. “Control” Under Article 8. For an explanation of “control” of securities and certain other investment property, see Section 8-106, Comments 4 and 7.
3. “Control” of Commodity Contracts. This section, as did former Section 9-115(1)(e), contains provisions relating to control of commodity contracts which are analogous to those in Section 8-106 for other types of investment property.
4. Securities Accounts and Commodity Accounts. For drafting convenience, control with respect to a securities account or commodity account is defined in terms of obtaining control over the security entitlements or commodity contracts. Of course, an agreement that provides that (without further consent of the debtor) the securities intermediary or commodity intermediary will honor instructions from the secured party concerning a securities account or commodity account described as such is sufficient. Such an agreement necessarily implies that the intermediary will honor instructions concerning all security entitlements or commodity contracts carried in the account and thus affords the secured party control of all the security entitlements or commodity contracts.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part II - Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement › Subpart 1 - Effectiveness and Attachment › § 28:9–201. General effectiveness of security agreement

§ 28:9–201. General effectiveness of security agreement.
(a) Except as otherwise provided in Subtitle I of Title 28, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.
(b) A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and §§ 28-3301 to 28-3314.
(c) In case of conflict between this article and a rule of law, statute, or regulation described in subsection (b), the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) has only the effect the statute or regulation specifies.
(d) This article does not:
(1) Validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b); or
(2) Extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Uniform Commercial Code Comment
1. Source. Former Sections 9-201, 9-203(4).
2. Effectiveness of Security Agreement. Subsection (a) provides that a security agreement is generally effective. With certain exceptions, a security agreement is effective between the debtor and secured party and is likewise effective against third parties.
Note that “security agreement” is used here (and elsewhere in this Article) as it is defined in Section 9-102: “an agreement that creates or provides for a security interest.“ It follows that subsection (a) does not provide that every term or provision contained in a record that contains a security agreement or that is so labeled is effective. Properly read, former Section 9-201 was to the same effect. Exceptions to the general rule of subsection (a) arise where there is an overriding provision in this Article or any other Article of the UCC. For example, Section 9-317 subordinates unperfected security interests to lien creditors and certain buyers, and several provisions in Part 3 subordinate some security interests to other security interests and interests of purchasers.
3. Law, Statutes, and Regulations Applicable to Certain Transactions. Subsection (b) makes clear that certain transactions, although subject to this Article, also are subject to other applicable laws relating to consumers or specified in that subsection. Subsection (c) provides that the other law is controlling in the event of a conflict, and that a violation of other law does not ipso facto constitute a violation of this Article. Subsection (d) provides that this Article does not validate violations under or extend the application of the other applicable laws.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part II - Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement › Subpart 1 - Effectiveness and Attachment › § 28:9–202. Title to collateral immaterial

§ 28:9–202. Title to collateral immaterial.
Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this article with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Uniform Commercial Code Comment
1. Source. Former Section 9-202.
2. Title Immaterial. The rights and duties of parties to a secured transaction and affected third parties are provided in this Article without reference to the location of “title” to the collateral. For example, the characteristics of a security interest that secures the purchase price of goods are the same whether the secured party appears to have retained title or the debtor appears to have obtained title and then conveyed title or a lien to the secured party.
3. When Title Matters.
a. Under This Article. This section explicitly acknowledges two circumstances in which the effect of certain Article 9 provisions turns on ownership (title). First, in some respects sales of accounts, chattel paper, payment intangibles, and promissory notes receive special treatment. See, e.g., Sections 9-207(a), 9-210(b), 9-615(e). Buyers of receivables under former Article 9 were treated specially, as well. See, e.g., former Section 9-502(2). Second, the remedies of a consignor under a true consignment and, for the most part, the remedies of a buyer of accounts, chattel paper, payment intangibles, or promissory notes are determined by other law and not by Part 6. See Section 9-601(g).
b. Under Other Law. This Article does not determine which line of interpretation (e.g., title theory or lien theory, retained title or conveyed title) should be followed in cases in which the applicability of another rule of law depends upon who has title. If, for example, a revenue law imposes a tax on the “legal” owner of goods or if a corporation law makes a vote of the stockholders prerequisite to a corporation “giving” a security interest but not if it acquires property “subject” to a security interest, this Article does not attempt to define whether the secured party is a “legal” owner or whether the transaction “gives” a security interest for the purpose of such laws. Other rules of law or the agreement of the parties determines the location and source of title for those purposes.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part II - Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement › Subpart 2 - Rights and Duties › § 28:9–209. Duties of secured party if account debtor has been notified of assignment

§ 28:9–209. Duties of secured party if account debtor has been notified of assignment.
(a) Except as otherwise provided in subsection (c), this section applies if:
(1) There is no outstanding secured obligation; and
(2) The secured party is not committed to make advances, incur obligations, or otherwise give value.
(b) Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under § 28:9-406(a) an authenticated record that releases the account debtor from any further obligation to the secured party.
(c) This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:9-625.
Uniform Commercial Code Comment
1. Source. New.
2. Scope and Purpose. Like Sections 9-208 and 9-513, which require a secured party to relinquish control of collateral and to file or provide a termination statement for a financing statement, this section requires a secured party to free up collateral when there no longer is any outstanding secured obligation or any commitment to give value in the future. This section addresses the case in which account debtors have been notified to pay a secured party to whom the receivables have been assigned. It requires the secured party (assignee) to inform the account debtors that they no longer are obligated to make payment to the secured party. See subsection (b). It does not apply to account debtors whose obligations on an account, chattel paper, or payment intangible have been sold. See subsection (c).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 1 - Law Governing Perfection and Priority › § 28:9–302. Law governing perfection and priority of agricultural liens

§ 28:9–302. Law governing perfection and priority of agricultural liens.
While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:11-106.
Uniform Commercial Code Comment
1. Source. New.
2. Agricultural Liens. This section provides choice-of-law rules for agricultural liens on farm products. Perfection, the effect of perfection or nonperfection, and priority all are governed by the law of the jurisdiction in which the farm products are located. Other choice-of-law rules, including Section 1-105, determine which jurisdiction’s law governs other matters, such as the secured party’s rights on default. See Section 9-301, Comment 2. Inasmuch as no agricultural lien on proceeds arises under this Article, this section does not expressly apply to proceeds of agricultural liens. However, if another statute creates an agricultural lien on proceeds, it may be appropriate for courts to apply the choice-of-law rule in this section to determine priority in the proceeds.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 3 - Priority › § 28:9–321. Licensee of general intangible and lessee of goods in ordinary course of business

§ 28:9–321. Licensee of general intangible and lessee of goods in ordinary course of business.
(a) In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.
(b) A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.
(c) A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:2A-307, § 28:7-209, § 28:7-503, and § 28:9-317.
Uniform Commercial Code Comment
1. Source. Derived from Sections 2A-103(1)(o), 2A-307(3).
2. Licensee in Ordinary Course. Like the analogous rules in Section 9-320(a) with respect to buyers in ordinary course and subsection (c) with respect to lessees in ordinary course, the new rule in subsection (b) reflects the expectations of the parties and the marketplace: a licensee under a nonexclusive license takes subject to a security interest unless the secured party authorizes the license free of the security interest or other, controlling law such as that of this section (protecting ordinary-course licensees) dictates a contrary result. See Sections 9-201, 9-315. The definition of “licensee in ordinary course of business“ in subsection (a) is modeled upon that of ‘’buyer in ordinary course of business.”
3. Lessee in Ordinary Course. Subsection (c) contains the rule formerly found in Section 2A-307(3). The rule works in the same way as that of Section 9-320(a).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 3 - Priority › § 28:9–333. Priority of certain liens arising by operation of law

§ 28:9–333. Priority of certain liens arising by operation of law.
(a) In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien:
(1) Which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person’s business;
(2) Which is created by statute or rule of law in favor of the person; and
(3) Whose effectiveness depends on the person’s possession of the goods.
(b) A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:9-109.
Uniform Commercial Code Comment
1. Source. Former Section 9-310.
2. “Possessory Liens.” This section governs the relative priority of security interests arising under this Article and “possessory liens,” i.e., common-law and statutory liens whose effectiveness depends on the lienor’s possession of goods with respect to which the lienor provided services or furnished materials in the ordinary course of its business. As under former Section 9-310, the possessory lien has priority over a security interest unless the possessory lien is created by a statute that expressly provides otherwise. If the statute creating the possessory lien is silent as to its priority relative to a security interest, this section provides a rule of interpretation that the possessory lien takes priority, even if the statute has been construed judicially to make the possessory lien subordinate.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 3 - Priority › § 28:9–337. Priority of security interests in goods covered by certificate of title

§ 28:9–337. Priority of security interests in goods covered by certificate of title.
If, while a security interest in goods is perfected by any method under the law of another jurisdiction, the District issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:
(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and
(2) The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under § 28:9-311(b), after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Uniform Commercial Code Comment
1. Source. Derived from former Section 9-103(2)(d).
2. Protection for Buyers and Secured Parties. This section affords protection to certain good-faith purchasers for value who are likely to have relied on a “clean” certificate of title, i.e., one that neither shows that the goods are subject to a particular security interest nor contains a statement that they may be subject to security interests not shown on the certificate. Under this section, a buyer can take free of, and the holder of a conflicting security interest can acquire priority over, a security interest that is perfected by any method under the law of another jurisdiction. The fact that the security interest has been reperfected by possession under Section 9-313 does not of itself disqualify the holder of a conflicting security interest from protection under paragraph (2).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 3 - Priority › § 28:9–339. Priority subject to subordination

§ 28:9–339. Priority subject to subordination.
This article does not preclude subordination by agreement by a person entitled to priority.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Uniform Commercial Code Comment
1. Source. Former Section 9-316.
2. Subordination by Agreement. The preceding sections deal elaborately with questions of priority. This section makes it entirely clear that a person entitled to priority may effectively agree to subordinate its claim. Only the person entitled to priority may make such an agreement: a person’s rights cannot be adversely affected by an agreement to which the person is not a party.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 9 - Secured Transactions › Part III - Perfection and Priority › Subpart 4 - Rights of Bank › § 28:9–340. Effectiveness of right of recoupment or set-off against deposit account

§ 28:9–340. Effectiveness of right of recoupment or set-off against deposit account.
(a) Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account.
(b) Except as otherwise provided in subsection (c), the application of this article to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party.
(c) The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under § 28:9-104(a)(3), if the set-off is based on a claim against the debtor.
(Oct. 26, 2000, D.C. Law 13-201, § 101, 47 DCR 7576.)
Section References
This section is referenced in § 28:9-109 and § 28:9-341.
Uniform Commercial Code Comment
1. Source. New; subsection (b) is based on a nonuniform Illinois amendment.
2. Set-off vs. Security Interest. This section resolves the conflict between a security interest in a deposit account and the bank’s rights of recoupment and set-off.
Subsection (a) states the general rule and provides that the bank may effectively exercise rights of recoupment and set-off against the secured party. Subsection (c) contains an exception: if the secured party has control under Section 9-104(a)(3) (i.e., if it has become the bank’s customer), then any set-off exercised by the bank against a debt owed by the debtor (as opposed to a debt owed to the bank by the secured party) is ineffective. The bank may, however, exercise its recoupment rights effectively. This result is consistent with the priority rule in Section 9-327(4), under which the security interest of a bank in a deposit account is subordinate to that of a secured party who has control under Section 9-104(a)(3).
This section deals with rights of set-off and recoupment that a bank may have under other law. It does not create a right of set-off or recoupment, nor is it intended to override any limitations or restrictions that other law imposes on the exercise of those rights.
3. Preservation of Set-Off Right. Subsection (b) makes clear that a bank may hold both a right of set-off against, and an Article 9 security interest in, the same deposit account. By holding a security interest in a deposit account, a bank does not impair any right of set-off it would otherwise enjoy. This subsection does not pertain to accounts evidenced by an instrument (e.g., certain certificates of deposit), which are excluded from the definition of “deposit accounts.”