reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.716 - Buyer's right to specific performance or replevin.

402.716
Buyer's right to specific performance or replevin.
(1)
Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2)
The decree for specific performance may include such terms and conditions as to payment of the price, damages or other relief as the court may deem just.
(3)
The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
History:  1991 a. 316; 2001 a. 10.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.717 - Deduction of damages from the price.

402.717
Deduction of damages from the price.
The buyer on notifying the seller of the buyer's intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.718 - Liquidation or limitation of damages; deposits.

402.718
Liquidation or limitation of damages; deposits.
(1)
Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2)
Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of the buyer's payments exceeds:
(a)
The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with sub. (1); or
(b)
In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3)
The buyer's right to restitution under sub. (2) is subject to offset to the extent that the seller establishes:
(a)
A right to recover damages under this chapter other than sub. (1); and
(b)
The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4)
Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purpose of sub. (2); but if the seller has notice of the buyer's breach before reselling goods received in part performance, the seller's resale is subject to the conditions laid down in s. 402.706 on resale by an aggrieved seller.
History:  1991 a. 316; 2009 a. 177.
The unreasonableness of liquidated damages is properly a matter of defense. The defendant could not raise the question of unreasonable liquidated damages by demurrer. Northwestern Motor Car, Inc. v. Pope, 51 Wis. 2d 292, 187 N.W.2d 200 (1971).
If a stipulated damages clause is valid, mitigation of damages is not applicable to determine damages. Wassenaar v. Panos, 111 Wis. 2d 518, 331 N.W.2d 357 (1983).
The test to determine whether a stipulated damages provision is enforceable is whether the clause is reasonable under the totality of the circumstances, and the party seeking to avoid enforcement bears the burden to show the clause is unreasonable. To determine reasonableness, a court considers the following factors: 1) whether the parties intended to provide for damages or for a penalty; 2) whether the injury caused by the breach would be difficult or incapable of accurate estimation at the time of entering into the contract; and 3) whether the stipulated damages are a reasonable forecast of the harm caused by the breach. Convenience Store Leasing & Management v. Annapurna Marketing, 2019 WI App 40, 388 Wis. 2d 353, 933 N.W.2d 110, 17-1505.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.719 - Contractual modification or limitation of remedy.

402.719
Contractual modification or limitation of remedy.
(1)
Subject to subs. (2) and (3) and to s. 402.718 on liquidation and limitation of damages:
(a)
The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b)
Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2)
Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in chs. 401 to 411.
(3)
Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
History:  1979 c. 89; 1991 a. 148, 304, 315.
A commercial contract clause that limited consequential damages was unconscionable. Trinkle v. Schumacher Co., 100 Wis. 2d 13, 301 N.W.2d 255 (Ct. App. 1980).
The remedy under sub. (2) was proper when a damage clause provided damages that were, under the circumstances, unconscionably low. Phillips Petroleum Co. v. Bucyrus-Erie Co., 131 Wis. 2d 21, 388 N.W.2d 584 (1986).
A purchaser cannot claim that a warranty provision has failed of its essential purpose merely because a potential claim did not arise until after the warranty period had expired. Wisconsin Power & Light Co. v. Westinghouse Electric Corp., 830 F.2d 1405 (1987).
In interpreting subs. (2) and (3), the Wisconsin Supreme Court has adopted the “dependent approach." Under the dependent approach, if a litigant proves a limited remedy fails of its essential purpose under sub. (2), any accompanying consequential damages disclaimer is per se unconscionable under sub. (3). Sanchelima International, Inc. v. Walker Stainless Equipment Co., 920 F.3d 1141 (2019).
A damage disclaimer is not enforceable if the remaining exclusive remedy fails of its essential purpose. Rich Products Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (1999).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.720 - Effect of “cancellation" or “rescission" on claims for antecedent breach.

402.720
Effect of “cancellation" or “rescission" on claims for antecedent breach.
Unless the contrary intention clearly appears expressions of “cancellation" or “rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for the antecedent breach.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.721 - Remedies for fraud.

402.721
Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.722 - Who can sue 3rd parties for injury to goods.

402.722
Who can sue 3rd parties for injury to goods.
Where a 3rd party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
(1)
A right of action against the 3rd party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(2)
If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, the plaintiff's suit or settlement is, subject to the plaintiff's own interest, as a fiduciary for the other party to the contract;
(3)
Either party may with the consent of the other sue for the benefit of whom it may concern.
History:  1991 a. 316; 2005 a. 253.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.723 - Proof of market price: time and place.

402.723
Proof of market price: time and place.
(1)
If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (ss. 402.708 or 402.713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2)
If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3)
Evidence of a relevant price prevailing at the time or place other than the one described in this chapter offered by one party is not admissible unless and until that party has given the other party such notice as the court finds sufficient to prevent unfair surprise.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.724 - Admissibility of market quotations.

402.724
Admissibility of market quotations.
Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.102 - Subject matter.

403.102
Subject matter.
(1)
This chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by ch. 410 or to securities governed by ch. 408.
(2)
If there is a conflict between this chapter and ch. 404 or 409, chs. 404 and 409 govern.
(3)
Regulations of the board of governors of the federal reserve system and operating circulars of the federal reserve banks supersede any inconsistent provision of this chapter to the extent of the inconsistency.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.105 - Issue of instrument.

403.105
Issue of instrument.
(1)
“Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
(2)
An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(3)
“Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.106 - Unconditional promise or order.

403.106
Unconditional promise or order.
(1)
(a)
Except as otherwise provided in this section, for the purposes of s. 403.104 (1), a promise or order is unconditional unless it states any of the following:
1.
An express condition to payment.
2.
That the promise or order is subject to or governed by another writing.
3.
That rights or obligations with respect to the promise or order are stated in another writing.
(b)
A reference to another writing does not of itself make the promise or order conditional.
(2)
A promise or order is not made conditional by a reference to another writing for a statement of rights with respect to collateral, prepayment or acceleration or because payment is limited to resort to a particular fund or source.
(3)
If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of s. 403.104 (1). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
(4)
If a promise or order at the time that it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of s. 403.104 (1); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.107 - Instrument payable in foreign money.

403.107
Instrument payable in foreign money.
Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.108 - Payable on demand or at definite time.

403.108
Payable on demand or at definite time.
(1)
A promise or order is payable on demand if any of the following applies:
(a)
It states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder.
(b)
It does not state any time of payment.
(2)
A promise or order is payable at a definite time if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time that the promise or order is issued, subject to any of the following rights:
(a)
Prepayment.
(b)
Acceleration.
(c)
Extension at the option of the holder.
(d)
Extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
(3)
If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.109 - Payable to bearer or to order.

403.109
Payable to bearer or to order.
(1)
A promise or order is payable to bearer if any of the following applies:
(a)
It states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment.
(b)
It does not state a payee.
(c)
It states that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
(2)
A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(3)
An instrument payable to bearer may become payable to an identified person if it is specially endorsed under s. 403.205 (1). An instrument payable to an identified person may become payable to bearer if it is endorsed in blank under s. 403.205 (2).
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.110 - Identification of person to whom instrument is payable.

403.110
Identification of person to whom instrument is payable.
(1)
The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all of the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.
(2)
If the signature of the issuer of an instrument is made by automated means, such as a checkwriting machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.
(3)
A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office or account number. For the purpose of determining the holder of an instrument, the following rules apply:
(a)
If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.
(b)
If an instrument is payable to:
1.
A trust, an estate or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative or a successor of either, whether or not the beneficiary or estate is also named.
2.
A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative or a successor of the representative.
3.
A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization.
4.
An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office or a successor to the incumbent.
(4)
If an instrument is payable to 2 or more persons alternatively, it is payable to any of them and may be negotiated, discharged or enforced by any or all of them in possession of the instrument. If an instrument is payable to 2 or more persons not alternatively, it is payable to all of them and may be negotiated, discharged or enforced only by all of them. If an instrument payable to 2 or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.111 - Place of payment.

403.111
Place of payment.
Except as otherwise provided for items in ch. 404, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.112 - Interest.

403.112
Interest.
(1)
Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument.
(2)
Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time that interest first accrues.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.113 - Date of instrument.

403.113
Date of instrument.
(1)
An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in s. 404.401 (3), an instrument payable on demand is not payable before the date of the instrument.
(2)
If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date that it first comes into possession of a holder.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.115 - Incomplete instrument.

403.115
Incomplete instrument.
(1)
“Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(2)
Subject to sub. (3), if an incomplete instrument is an instrument under s. 403.104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under s. 403.104, but, after completion, the requirements of s. 403.104 are met, the instrument may be enforced according to its terms as augmented by completion.
(3)
If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under s. 403.407.
(4)
The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.116 - Joint and several liability; contribution.

403.116
Joint and several liability; contribution.
(1)
Except as otherwise provided in the instrument, 2 or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees or anomalous endorsers are jointly and severally liable in the capacity in which they sign.
(2)
Except as provided in s. 403.419 (5) or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(3)
Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under sub. (2) of a party having the same joint and several liability to receive contribution from the party discharged.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.117 - Other agreements affecting instrument.

403.117
Other agreements affecting instrument.
Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent that an obligation is modified, supplemented or nullified by an agreement under this section, the agreement is a defense to the obligation.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.118 - Statute of limitations.

403.118
Statute of limitations.
(1)
Except as provided in sub. (5), an action to enforce the obligation of a party to pay a note payable at a definite time shall be commenced within 6 years after the due date or dates stated in the note or, if a due date is accelerated, within 6 years after the accelerated due date.
(2)
Except as provided in sub. (4) or (5), if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note shall be commenced within 6 years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.
(3)
Except as provided in sub. (4), an action to enforce the obligation of a party to an unaccepted draft to pay the draft shall be commenced within 3 years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.
(4)
An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller's check, cashier's check or traveler's check shall be commenced within 3 years after demand for payment is made to the acceptor or issuer, as the case may be.
(5)
An action to enforce the obligation of a party to a certificate of deposit to pay the instrument shall be commenced within 6 years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the 6-year period begins when a demand for payment is in effect and the due date has passed.
(6)
An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, shall be commenced within 6 years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time or shall be commenced within 6 years after the date of the acceptance if the obligation of the acceptor is payable on demand.
(7)
Unless governed by other law regarding claims for indemnity or contribution, an action for conversion of an instrument, for money had and received, or like action based on conversion, an action for breach of warranty or an action to enforce an obligation, duty or right arising under this chapter and not governed by this section shall be commenced within 3 years after the cause of action accrues.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.119 - Notice of right to defend action.

403.119
Notice of right to defend action.
In an action for breach of an obligation for which a 3rd person is answerable over under this chapter or ch. 404, the defendant may give the 3rd person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the 2 litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.201 - Negotiation.

403.201
Negotiation.
(1)
“Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.
(2)
Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its endorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.202 - Negotiation subject to rescission.

403.202
Negotiation subject to rescission.
(1)
Negotiation is effective even if obtained in any of the following ways:
(a)
From an infant, a corporation exceeding its powers or a person without capacity.
(b)
By fraud, duress or mistake.
(c)
In breach of duty or as part of an illegal transaction.
(2)
To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.203 - Transfer of instrument; rights acquired by transfer.

403.203
Transfer of instrument; rights acquired by transfer.
(1)
An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.
(2)
Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee may not acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.
(3)
Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.
(4)
If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this chapter and has only the rights of a partial assignee.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.204 - Endorsement.

403.204
Endorsement.
(1)
“Endorsement" means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument or incurring the endorser's liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words is an endorsement unless the accompanying words, terms of the instrument, place of the signature or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.
(2)
“Endorser" means a person who makes an endorsement.
(3)
For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.
(4)
If an instrument is payable to a holder under a name that is not the name of the holder, endorsement may be made by the holder in the name stated in the instrument or in the holder's name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.205 - Special endorsement; blank endorsement; anomalous endorsement.

403.205
Special endorsement; blank endorsement; anomalous endorsement.
(1)
If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a special endorsement. If specially endorsed, an instrument becomes payable to the identified person and may be negotiated only by the endorsement of that person. The principles stated in s. 403.110 apply to special endorsements.
(2)
If an endorsement is made by the holder of an instrument and it is not a special endorsement, it is a blank endorsement. If endorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially endorsed.
(3)
The holder may convert a blank endorsement that consists only of a signature into a special endorsement by writing, above the signature of the endorser, words identifying the person to whom the instrument is made payable.
(4)
“Anomalous endorsement" means an endorsement made by a person who is not the holder of the instrument. An anomalous endorsement does not affect the manner in which the instrument may be negotiated.
History:  1995 a. 449.
When the plaintiff was the bearer of a note that was endorsed in blank, the note was payable to the plaintiff under sub. (2). PNC Bank, N.A. v. Bierbrauer, 2013 WI App 11, 346 Wis. 2d 1, 827 N.W.2d 124, 12-0456.
Under sub. (2), a note endorsed in blank is payable to the bearer and is negotiated by transfer of possession alone. A plaintiff may not enforce a note endorsed in blank that is in the possession of another, including the entity that services the loan for the plaintiff. Bank of New York Mellon v. Klomsten, 2018 WI App 25, 381 Wis. 2d 218, 911 N.W.2d 364, 17-0405.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.207 - Reacquisition.

403.207
Reacquisition.
Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An endorser whose endorsement is canceled is discharged, and the discharge is effective against any subsequent holder.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.301 - Person entitled to enforce instrument.

403.301
Person entitled to enforce instrument.
“Person entitled to enforce" an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument under s. 403.309 or 403.418 (4). A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.
History:  1995 a. 449.
Possession of the original note by counsel for the foreclosing bank in counsel's capacity as legal representative of the bank does not impair the bank's status as bearer. When counsel presents the original note to the circuit court, counsel is not acting to enforce the note himself, but on behalf of the client. Deutsche Bank National Trust Company v. Wuensch, 2018 WI 35, 380 Wis. 2d 727, 911 N.W.2d 1, 15-0175. See also Federal National Mortgage Association v. Thompson, 2018 WI 57, 381 Wis. 2d 609, 912 N.W.2d 364, 16-1496.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.303 - Value and consideration.

403.303
Value and consideration.
(1)
An instrument is issued or transferred for value if any of the following applies:
(a)
The instrument is issued or transferred for a promise of performance, to the extent that the promise has been performed.
(b)
The transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding.
(c)
The instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due.
(d)
The instrument is issued or transferred in exchange for a negotiable instrument.
(e)
The instrument is issued or transferred in exchange for incurring an irrevocable obligation to a 3rd party by the person taking the instrument.
(2)
“Consideration" means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent that performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in sub. (1), the instrument is also issued for consideration.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.304 - Overdue instrument.

403.304
Overdue instrument.
(1)
An instrument payable on demand becomes overdue at the earliest of the following times:
(a)
On the day after the day on which demand for payment is duly made.
(b)
If the instrument is a check, 90 days after its date.
(c)
If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.
(2)
With respect to an instrument payable at a definite time the following rules apply:
(a)
If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.
(b)
If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.
(c)
If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.
(3)
Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.306 - Claims to an instrument.

403.306
Claims to an instrument.
A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.307 - Notice of breach of fiduciary duty.

403.307
Notice of breach of fiduciary duty.
(1)
In this section:
(a)
“Fiduciary" means an agent, trustee, partner, corporate officer or director or other representative owing a fiduciary duty with respect to an instrument.
(b)
“Represented person" means the principal, beneficiary, partnership, corporation or other person to whom the duty stated in par. (a) is owed.
(2)
If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:
(a)
Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.
(b)
In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary or is taken in a transaction known by the taker to be for the personal benefit of the fiduciary.
(c)
If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.
(d)
If an instrument is issued by the represented person or the fiduciary as such to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary or is taken in a transaction known by the taker to be for the personal benefit of the fiduciary.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.308 - Proof of signatures and status as holder in due course.

403.308
Proof of signatures and status as holder in due course.
(1)
In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or adjudicated incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under s. 403.402 (1).
(2)
If the validity of signatures is admitted or proved and there is compliance with sub. (1), a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under s. 403.301, unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim.
History:  1995 a. 449; 2005 a. 387.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.309 - Enforcement of lost, destroyed or stolen instrument.

403.309
Enforcement of lost, destroyed or stolen instrument.
(1)
A person not in possession of an instrument is entitled to enforce the instrument if all of the following apply:
(a)
The person was in possession of the instrument and entitled to enforce it when loss of possession occurred.
(b)
The loss of possession was not the result of a transfer by the person or a lawful seizure.
(c)
The person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.
(2)
A person seeking enforcement of an instrument under sub. (1) shall prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, s. 403.308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 403 - Uniform commercial code — negotiable instruments. › 403.310 - Effect of instrument on obligation for which taken.

403.310
Effect of instrument on obligation for which taken.
(1)
Unless otherwise agreed, if a certified check, cashier's check or teller's check is taken for an obligation, the obligation is discharged to the same extent that discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an endorser of the instrument.
(2)
Unless otherwise agreed and except as provided in sub. (1), if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent that the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:
(a)
In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.
(b)
In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.
(c)
Except as provided in par. (d), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a 3rd person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.
(d)
If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent that the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee's rights against the obligor are limited to enforcement of the instrument.
(3)
If an instrument other than one described in sub. (1) or (2) is taken for an obligation, the effect is one of the following:
(a)
That stated in sub. (1) if the instrument is one on which a bank is liable as maker or acceptor.
(b)
That stated in sub. (2) in any other case.
History:  1995 a. 449.