reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-304. Bills of lading in a set

(1) Except where customary in overseas transportation, a bill of lading must not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.
(2) Where a bill of lading is lawfully drawn in a set of parts, each of which is numbered and expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitute one bill.
(3) Where a bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to whom the first due negotiation is made prevails as to both the document and the goods even though any later holder may have received the goods from the carrier in good faith and discharged the carrier's obligation by surrender of his part.
(4) Any person who negotiates or transfers a single part of a bill of lading drawn in a set is liable to holders of that part as if it were the whole set.
(5) The bailee is obliged to deliver in accordance with part 4 of this title against the first presented part of a bill of lading lawfully drawn in a set. Such delivery discharges the bailee's obligation on the whole bill.
1964, c. 219.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-305. Destination bills

(1) Instead of issuing a bill of lading to the consignor at the place of shipment a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.
(2) Upon request of anyone entitled as against the carrier to control the goods while in transit and on surrender of any outstanding bill of lading or other receipt covering such goods, the issuer, subject to § 8.7-105.1, may procure a substitute bill to be issued at any place designated in the request.
1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-307. Lien of carrier

(1) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in his possession for charges subsequent to the date of its receipt of the goods for storage or transportation (including demurrage and terminal charges) and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill, or, if no charges are stated, a reasonable charge.
(2) A lien for charges and expenses under subsection (1) on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to such charges and expenses. Any other lien under subsection (1) is effective against the consignor and any person who permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked such authority.
(3) A carrier loses his lien on any goods that he voluntarily delivers or unjustifiably refuses to deliver.
Code 1950, §§ 61-30 to 61-35; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-308. Enforcement of carrier's lien

(1) A carrier's lien may be enforced by public or private sale of the goods, in bloc or in parcels, at any time or place and on any terms which are commercially reasonable, after notifying all persons known to claim an interest in the goods. Such notification must include a statement of the amount due, the nature of the proposed sale and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a different method from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. If the carrier either sells the goods in the usual manner in any recognized market therefor or if he sells at the price current in such market at the time of his sale or if he has otherwise sold in conformity with commercially reasonable practices among dealers in the type of goods sold he has sold in a commercially reasonable manner. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable except in cases covered by the preceding sentence.
(2) Before any sale pursuant to this section any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred under this section. In that event the goods must not be sold, but must be retained by the carrier subject to the terms of the bill and this title.
(3) The carrier may buy at any public sale pursuant to this section.
(4) A purchaser in good faith of goods sold to enforce a carrier's lien takes the goods free of any rights of persons against whom the lien was valid, despite noncompliance by the carrier with the requirements of this section.
(5) The carrier may satisfy his lien from the proceeds of any sale pursuant to this section but must hold the balance, if any, for delivery on demand to any person to whom he would have been bound to deliver the goods.
(6) The rights provided by this section shall be in addition to all other rights allowed by law to a creditor against his debtor.
(7) A carrier's lien may be enforced in accordance with either subsection (1) or the procedure set forth in subsection (2) of § 8.7-210.
(8) The carrier is liable for damages caused by failure to comply with the requirements for sale under this section and in case of willful violation is liable for conversion.
Code 1950, §§ 56-126, 56-127, 61-36; 1964, c. 219.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-309. Duty of care; contractual limitation of carrier's liability

(1) A carrier who issues a bill of lading, whether negotiable or nonnegotiable, must exercise the degree of care in relation to the goods that a reasonably careful man would exercise under like circumstances. This subsection does not repeal or change any law or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.
(2) Damages may be limited by a provision that the carrier's liability shall not exceed a value stated in the document if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and he is otherwise advised of such opportunity. However, no such limitation is effective with respect to the carrier's liability for conversion to his own use.
(3) Reasonable provisions as to the time and manner of presenting claims and instituting actions based on the shipment may be included in a bill of lading or a transportation agreement.
1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-401. Irregularities in issue of receipt or bill or conduct of issuer

The obligations imposed by this title on an issuer apply to a document even if:
(a) the document may not comply with the requirements of this title or of any other law or regulation regarding its issue, form or content; or
(b) the issuer may have violated laws regulating the conduct of his business; or
(c) the goods covered by the document were owned by the bailee at the time the document was issued; or
(d) the person issuing the document does not come within the definition of warehouseman if it purports to be a warehouse receipt.
Code 1950, § 61-23; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-402. Duplicate receipt or bill; overissue

Neither a duplicate nor any other document purporting to cover goods already represented by an outstanding document of the same issuer confers any right in the goods, except as provided in the case of tangible bills in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen or destroyed documents, or substitute documents issued pursuant to § 8.7-105.1. The issuer is liable for damages caused by his overissue or failure to identify a duplicate document as such by conspicuous notation.
Code 1950, § 61-9; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-403. Obligation of bailee to deliver; excuse

(1) The bailee must deliver the goods to a person entitled under the document who complies with subsections (2) and (3), unless and to the extent that the bailee establishes any of the following:
(a) delivery of the goods to a person whose receipt was rightful as against the claimant;
(b) damage to or delay, loss or destruction of the goods for which the bailee is not liable;
(c) previous sale or other disposition of the goods in lawful enforcement of a lien or on warehouseman's lawful termination of storage;
(d) the exercise by a seller of his right to stop delivery pursuant to § 8.2-705 or by a lessor of his right to stop delivery pursuant to § 8.2A-526;
(e) a diversion, reconsignment or other disposition pursuant to § 8.7-303;
(f) release, satisfaction or any other fact affording a personal defense against the claimant; or
(g) any other lawful excuse.
(2) A person claiming goods covered by a document must satisfy the bailee's lien where the bailee so requests or where the bailee is prohibited by law from delivering the goods until the charges are paid.
(3) Unless the person claiming the goods is one against whom the document confers no right under § 8.7-503 (1), he must surrender possession or control, for cancellation or notation of partial deliveries, any outstanding negotiable document covering the goods, and the bailee must cancel the document or conspicuously note the partial delivery thereon or be liable to any person to whom the document is duly negotiated.
(4) "Person entitled under the document" means holder, in the case of a negotiable document, or the person to whom delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document.
Code 1950, §§ 61-11 to 61-15, 61-19, 61-22; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-404. No liability for good faith delivery pursuant to receipt or bill

A bailee who in good faith has received goods and delivered or otherwise disposed of them according to the terms of the document or pursuant to this title is not liable therefor. This rule applies even though (a) the person from whom he received the goods had no authority to procure the document or to dispose of the goods or (b) the person to whom he delivered the goods had no authority to receive them.
Code 1950, § 61-13; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-501. Form of negotiation and requirements of "due negotiation"

(1) The following rules apply to a negotiable tangible document:
(a) If the document's original terms run to the order of a named person, the document is negotiated by his endorsement and delivery. After his endorsement in blank or to bearer any person can negotiate the document by delivery alone.
(b) If the document's original terms run to bearer, it is negotiated by delivery alone.
(c) If a document's original terms run to the order of a named person and it is delivered to him, the effect is the same as if the document had been negotiated.
(d) Negotiation of the document after it has been endorsed to a named person requires endorsement by the named person as well as delivery.
(e) A document is "duly negotiated" when it is negotiated in the manner stated in this subsection to a holder who purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a money obligation.
(2) The following rules apply to a negotiable electronic document:
(a) If the document's original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Endorsement by the named person is not required to negotiate the document.
(b) If the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.
(c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.
(3) Endorsement of a nonnegotiable document neither makes it negotiable nor adds to the transferee's rights.
(4) The naming in a negotiable bill of a person to be notified of the arrival of the goods does not limit the negotiability of the bill nor constitute notice to a purchaser thereof of any interest of such person in the goods.
Code 1950, §§ 61-40 to 61-43, 61-50; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-502. Rights acquired by due negotiation

(1) Subject to §§ 8.7-205 and 8.7-503, a holder to whom a negotiable document has been duly negotiated acquires thereby:
(a) title to the document;
(b) title to the goods;
(c) all rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(d) the direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by him except those arising under the terms of the document or under this title. In the case of a delivery order the bailee's obligation accrues only upon acceptance and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.
(2) Subject to § 8.7-503, title and rights so acquired are not defeated by any stoppage of the goods represented by the document or by surrender of such goods by the bailee, and are not impaired even though (a) the negotiation or any prior negotiation constituted a breach of duty, (b) any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion, or (c) a previous sale or other transfer of the goods or document has been made to a third person.
Code 1950, §§ 61-44, 61-50 to 61-52; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-503. Document to goods defeated in certain cases

(1) A document confers no right in goods against a person who before issuance of the document had a legal interest or a perfected security interest in them and who neither:
(a) delivered or entrusted them or any document covering them to the bailor or his nominee with (i) actual or apparent authority to ship, store or sell, (ii) power to obtain delivery under § 8.7-403, or (iii) power of disposition under §§ 8.2-403, 8.2A-304(2), 8.2A-305(2), 8.9A-320, or § 8.9A-321(c) or other statute or rule of law; nor
(b) acquiesced in the procurement by the bailor or his nominee of any document.
(2) Title to goods based upon an unaccepted delivery order is subject to the rights of anyone to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. Such a title may be defeated under § 8.7-504 to the same extent as the rights of the issuer or a transferee from the issuer.
(3) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of anyone to whom a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with Part 4 of this title pursuant to its own bill of lading discharges the carrier's obligation to deliver.
Code 1950, § 61-44; 1964, c. 219; 2000, c. 1007; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-504. Rights acquired in the absence of due negotiation; effect of diversion; seller's stoppage of delivery

(1) A transferee of a document, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that his transferor had or had actual authority to convey.
(2) In the case of a nonnegotiable document, until but not after the bailee receives notification of the transfer, the rights of the transferee may be defeated:
(a) by those creditors of the transferor who could treat the sale as void under § 8.2-402 or § 8.2A-308; or
(b) by a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of his rights; or
(c) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or
(d) as against the bailee by good faith dealings of the bailee with the transferor.
(3) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading that causes the bailee not to deliver to the consignee defeats the consignee's title to the goods if they have been delivered to a buyer or lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.
(4) Delivery pursuant to a nonnegotiable document may be stopped by a seller under § 8.2-705 or a lessor under § 8.2A-526, subject to the requirement of due notification there provided. A bailee honoring the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
Code 1950, §§ 61-44, 61-45; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-505. Endorser not a guarantor for other parties

The endorsement of a tangible document issued by a bailee does not make the endorser liable for any default by the bailee or by previous endorsers.
Code 1950, § 61-48; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-506. Delivery without endorsement; right to compel endorsement

The transferee of a negotiable document has a specifically enforceable right to have his transferor supply any necessary endorsement but the transfer becomes a negotiation only as of the time the endorsement is supplied.
Code 1950, § 61-46; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-507. Warranties on negotiation or delivery of receipt or bill

Where a person negotiates or delivers a document for value otherwise than as a mere intermediary under § 8.7-508, then, unless otherwise agreed, he warrants to his immediate purchaser, in addition to any warranty made in selling or leasing the goods, that:
(a) the document is genuine; and
(b) he has no knowledge of any fact that would impair the document's validity or worth; and
(c) his negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
Code 1950, § 61-47; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-508. Warranties of collecting bank as to documents

A collecting bank or other intermediary known to be entrusted with documents on behalf of another or with collection of a draft or other claim against delivery of documents warrants by such delivery of the documents only its own good faith and authority. This rule applies even though the intermediary has purchased or made advances against the claim or draft to be collected.
1964, c. 219.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-509. Receipt or bill; when adequate compliance with commercial contract

Whether a document is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is governed by the titles on sales (Title 8.2), leases (Title 8.2A), or letters of credit (Title 8.5A).
1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-601. Lost, stolen or destroyed documents

(1) If a document has been lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with such order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person who may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was not negotiable, the court may require security. The court may also in its discretion order payment of the bailee's reasonable costs and attorney's fees in any action under this subsection.
(2) A bailee who, without court order, delivers goods to a person claiming under a missing negotiable document is liable to any person injured thereby. If the delivery is not in good faith, the bailee becomes liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery who files a notice of claim within one year after the delivery.
Code 1950, § 61-17; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-602. Attachment of goods covered by a negotiable document

Except where the document was originally issued upon delivery of the goods by a person who had no power to dispose of them, no lien attaches by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document is outstanding unless possession or control of the document is first surrendered to the bailee or its negotiation is enjoined. The bailee shall not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to him or the court. One who purchases the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
Code 1950, § 61-28; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-603. Conflicting claims; interpleader

If more than one person claims title or possession of the goods, the bailee is excused from delivery until he has had a reasonable time to ascertain the validity of the adverse claims or to bring an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
Code 1950, §§ 61-19, 61-20; 1964, c. 219; 2004, c. 200.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-103. Rules for determining whether certain obligations and interests are securities or financial assets

(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.
(b) An "investment company security" is a security. "Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this title, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
(d) A writing that is a security certificate is governed by this title and not by Title 8.3A, even though it also meets the requirements of that title. However, a negotiable instrument governed by Title 8.3A is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.
(f) A commodity contract, as defined in subdivision (a) (15) of § 8.9A-102, is not a security or a financial asset.
(g) A document of title is not a financial asset unless subdivision (a) (9) (iii) of § 8.8A-102 applies.
1996, c. 216; 2000, c. 1007; 2004, c. 200.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-104. Acquisition of security or financial asset or interest therein

(a) A person acquires a security or an interest therein, under this title, if:
(1) the person is a purchaser to whom a security is delivered pursuant to § 8.8A-301; or
(2) the person acquires a security entitlement to the security pursuant to § 8.8A-501.
(b) A person acquires a financial asset, other than a security, or an interest therein, under this title, if the person acquires a security entitlement to the financial asset.
(c) A person who acquires a security entitlement to a security or other financial asset has the rights specified in Part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in § 8.8A-503.
(d) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (a) or (b).
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-105. Notice of adverse claim

(a) A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:
(1) one year after a date set for presentment or surrender for redemption or exchange; or
(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1) whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.
(e) Filing of a financing statement under Title 8.9A is not notice of an adverse claim to a financial asset.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-106. Control

(a) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.
(b) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:
(1) the certificate is endorsed to the purchaser or in blank by an effective endorsement; or
(2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.
(c) A purchaser has "control" of an uncertificated security if:
(1) the uncertificated security is delivered to the purchaser; or
(2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.
(d) A purchaser has "control" of a security entitlement if:
(1) the purchaser becomes the entitlement holder;
(2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or
(3) another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.
(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.
(f) A purchaser who has satisfied the requirements of subsection (c) or (d) has control even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c) (2) or (d) (2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
1996, c. 216; 2000, c. 1007.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-107. Whether endorsement, instruction or entitlement order is effective

(a) "Appropriate person" means:
(1) with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(2) with respect to an instruction, the registered owner of an uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) if the person designated in paragraph (1), (2), or (3) is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or
(5) if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An endorsement, instruction, or entitlement order is effective if:
(1) it is made by the appropriate person;
(2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under § 8.8A-106 (c) (2) or (d) (2); or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An endorsement, instruction, or entitlement order made by a representative is effective even if:
(1) the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or
(2) the representative's action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e) Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-109. Warranties in indirect holding

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and
(2) there is no adverse claim to the security entitlement.
(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in § 8.8A-108 (a) or (b).
(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in § 8.8A-108 (a) or (b).
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-112. Creditor's legal process

(a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).
(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).
(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-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.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-114. Evidentiary rules concerning certificated securities

The following rules apply in an action on a certificated security against the issuer:
(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted.
(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-115. Securities intermediary and others not liable to adverse claimant

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:
(1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-116. Securities intermediary as purchaser for value

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-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.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-202. Issuer's responsibility and defenses; notice of defect or defense

(a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.
(b) The following rules apply if an issuer asserts that a security is not valid:
(1) A security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.
(2) Paragraph (1) applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
(c) Except as otherwise provided in § 8.8A-205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.
(d) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.
(e) This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
(f) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-203. Staleness as notice of defect or defense

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:
(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
(2) is not covered by paragraph (1) and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-204. Effect of issuer's restriction on transfer

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(1) the security is certificated and the restriction is noted conspicuously on the security certificate; or
(2) the security is uncertificated and the registered owner has been notified of the restriction.
1996, c. 216.
2023 Code of Virginia › Title 8.8A - Commercial Code - Investment Securities › Sections › § 8.8A-205. Effect of unauthorized signature on security certificate

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1) an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2) an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
1996, c. 216.