reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 8.4A - Commercial Code - Funds Transfers › Sections › § 8.4A-507. Choice of law

(a) The following rules apply unless the affected parties otherwise agree or subsection (c) of this section applies:
(1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.
(2) The rights and obligations between the beneficiary's bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary's bank is located.
(3) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary's bank is located.
(b) If the parties described in each subdivision of subsection (a) of this section have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.
(c) A funds-transfer system rule may select the law of a particular jurisdiction to govern (i) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or (ii) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made pursuant to clause (i) of this subsection is binding on participating banks. A choice of law made pursuant to clause (ii) of this subsection is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system which the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.
(d) In the event of inconsistency between an agreement under subsection (b) of this section, and a choice-of-law rule under subsection (c) of this section, the agreement under subsection (b) of this section prevails.
(e) If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
1990, c. 9.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-103. Scope

(a) This title applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
(b) The statement of a rule in this title does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this title.
(c) With the exception of this subsection, subsections (a) and (d), §§ 8.5A-102(a) (9) and (10), 8.5A-106(d), and 8.5A-114(d), and except to the extent prohibited in §§ 8.1A-302 and 8.5A-117(d), the effect of this title may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this title.
(d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
1997, c. 343; 2003, c. 353.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-104. Formal requirements

A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a record and is authenticated (i) by a signature or (ii) in accordance with the agreement of the parties or the standard practice referred to in § 8.5A-108(e).
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-106. Issuance, amendment, cancellation, and duration

(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.
(b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.
(c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.
(d) A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-107. Confirmer, nominated person, and adviser

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.
(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.
(c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.
(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-109. Fraud and forgery

(a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:
(1) the issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer's or nominated person's deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and
(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.
(b) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:
(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;
(2) a beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;
(3) all of the conditions to entitle a person to the relief under the law of this Commonwealth have been met; and
(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subsection (a) (1).
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-110. Warranties

(a) If its presentation is honored, the beneficiary warrants:
(1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in § 8.5A-109(a); and
(2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.
(b) The warranties in subsection (a) are in addition to warranties arising under Titles 8.3A, 8.4, 8.7, and 8.8A because of the presentation or transfer of documents covered by any of those titles.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-111. Remedies

(a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer's obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant's election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant's recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation, the claimant need not present any document.
(b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.
(c) If an adviser or nominated person other than a confirmer breaches an obligation under this title or an issuer breaches an obligation not covered in subsection (a) or (b), a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b).
(d) An issuer, nominated person, or adviser who is found liable under subsection (a), (b), or (c) shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.
(e) Reasonable attorney's fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this title.
(f) Damages that would otherwise be payable by a party for breach of an obligation under this title may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-112. Transfer of letter of credit

(a) Except as otherwise provided in § 8.5A-113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.
(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:
(1) the transfer would violate applicable law; or
(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 8.5A-108(e) or is otherwise reasonable under the circumstances.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-113. Transfer by operation of law

(a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.
(b) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection (e), an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in § 8.5A-108(e) or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.
(c) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.
(d) Honor of a purported successor's apparently complying presentation under subsection (a) or (b) has the consequences specified in § 8.5A-108(i) even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of § 8.5A-109.
(e) An issuer whose rights of reimbursement are not covered by subsection (d) or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection (b).
(f) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-114. Assignment of proceeds

(a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary's drawing rights or documents presented by the beneficiary.
(b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.
(c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.
(d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.
(e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds.
(f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by Title 8.9A or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Title 8.9A or other law.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-115. Statute of limitations

An action to enforce a right or obligation arising under this title must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-116. Choice of law and forum

(a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in § 8.5A-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.
(b) Unless subsection (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person's undertaking was issued. For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.
(c) Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this title would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this title and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in § 8.5A-103(c).
(d) If there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A, this title governs.
(e) The forum for settling disputes arising out of an undertaking within this title may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a).
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-117. Subrogation of issuer, applicant, and nominated person

(a) An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.
(b) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (a).
(c) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:
(1) the issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;
(2) the beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and
(3) the applicant to same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.
(d) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (a) and (b) do not arise until the issuer honors the letter of credit or otherwise pays, and the rights in subsection (c) do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.
1997, c. 343.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-117.1. Security interest of issuer or nominated person

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.
(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Title 8.9A, but:
(1) a security agreement is not necessary to make the security interest enforceable under subdivision (b) (3) of § 8.9A-203;
(2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and
(3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
2000, c. 1007.
2023 Code of Virginia › Title 8.5A - Uniform Commercial Code - Letters of Credit › § 8.5A-118. Applicability

This title applies to a letter of credit that is issued on or after January 1, 1998. This title does not apply to a transaction, event, obligation, or duty arising out of or associated with a letter of credit that was issued before January 1, 1998. A transaction arising out of or associated with a letter of credit that was issued before January 1, 1998, and the rights, obligations, and interests flowing from that transaction are governed by Title 8.5 as it was effective on December 31, 1997, as if repeal or amendment had not occurred and may be terminated, completed, consummated, or enforced under that statute.
1997, c. 343.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-102. Definitions and index of definitions

(1) In this title, unless the context otherwise requires:
(a) "Bailee" means the person who by a warehouse receipt, bill of lading or other document acknowledges possession of goods and contracts to deliver them.
(b) "Carrier" means a person that issues a bill of lading.
(c) "Consignee" means the person named in a bill to whom or to whose order the bill promises delivery.
(d) "Consignor" means the person named in a bill as the person from whom the goods have been received for shipment.
(e) "Delivery order" means a record that contains an order to deliver goods directed to a warehouseman, carrier or other person who in the ordinary course of business issues warehouse receipts or bills of lading.
(f) "Document" means document of title as defined in the general definitions in Title 8.1A (§ 8.1A-201).
(g) "Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(h) "Goods" means all things that are treated as movable for the purposes of a contract of storage or transportation.
(i) "Issuer" means a bailee who issues a document except that in relation to an unaccepted delivery order it means the person who orders the possessor of goods to deliver. Issuer includes any person for whom an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer received no goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer's instructions.
(j) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(k) "Shipper" means a person that enters into a contract of transportation with a carrier.
(l) "Sign" means, with present intent to authenticate or adopt a record (1) to execute or adopt a tangible symbol or (2) to attach to or logically associate with the record an electronic sound, symbol, or process.
(m) "Warehouseman" is a person engaged in the business of storing goods for hire.
(2) Other definitions applying to this title or to specified parts thereof, and the sections in which they appear are:
"Duly negotiate." § 8.7-501.
"Person entitled under the document." § 8.7-403(4).
(3) Definitions in other titles applying to this title and the sections in which they appear are:
"Contract for sale." § 8.2-106.
"Lessee in ordinary course." § 8.2A-103.
"Overseas." § 8.2-323.
"Receipt" of goods. § 8.2-103.
(4) In addition Title 8.1A contains general definitions and principles of construction and interpretation applicable throughout this title.
Code 1950, § 61-1; 1964, c. 219; 2003, c. 353; 2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-103. Relation of title to treaty or statute

(1) To the extent that any treaty or statute of the United States or regulatory statute of this State is applicable, the provisions of this title are subject thereto.
(2) This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's business in respects not specifically treated in this article. However, violation of such a law does not affect the status of a document that otherwise is within the definition of a document.
(3) This Title modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.) but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in Section 103 (b) of that act (15 U.S.C. § 7003 (b)).
(4) To the extent there is a conflict between the Uniform Electronic Transactions Act (§ 59.1-479 et seq.) and this article this article governs.
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 › § 8.7-104. Negotiable and nonnegotiable documents

(1) Except as otherwise provided in subsection 3, a document is negotiable:
(a) if by its terms the goods are to be delivered to bearer or to the order of a named person; or
(b) where recognized in overseas trade, if it runs to a named person or assigns.
(2) A document other than one described in subsection 1 is nonnegotiable. A bill of lading in which it is stated that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.
(3) A document is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
Code 1950, §§ 61-7, 61-8; 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 › § 8.7-105.1. Reissuance in alternative medium

(1) Upon request of a person entitled under an electronic document, the issuer of the electronic document may issue a tangible document as a substitute for the electronic document if:
(a) the person entitled under the electronic document surrenders control of the document to the issuer; and
(b) the tangible document when issued contains a statement that it is issued in substitution for the electronic document.
(2) Upon issuance of a tangible document in substitution for an electronic document in accordance with subsection (1):
(a) the electronic document ceases to have any effect or validity; and
(b) the person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.
(3) Upon request of a person entitled under a tangible document, the issuer of the tangible document may issue an electronic document as a substitute for the tangible document if:
(a) the person entitled under the tangible document surrenders possession of the document to the issuer; and
(b) the electronic document when issued contains a statement that it is issued in substitution for the tangible document.
(4) Upon issuance of an electronic document in substitution for a tangible document in accordance with subsection (3):
(a) the tangible document ceases to have any effect or validity; and
(b) the person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.
2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-106. Control of electronic document

(1) A person has control of an electronic document if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.
(2) A system satisfies subsection (1), and a person is deemed to have control of an electronic document, if the document is created, stored, and assigned in such a manner that:
(a) a single authoritative copy of the document exists that is unique, identifiable, and, except as otherwise provided in subdivisions (c), (d), and (e), unalterable;
(b) the authoritative copy identifies the person asserting control as:
(i) the person to whom the document was issued; or
(ii) if the authoritative copy indicates that the document has been transferred, the person to whom the document was most recently transferred;
(c) the authoritative copy is communicated to and maintained by the person asserting control or his designated custodian;
(d) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;
(e) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(f) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
2004, c. 200.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-201. Who may issue a warehouse receipt; storage under government bond

(1) A warehouse receipt may be issued by any warehouseman.
(2) Where goods including distilled spirits and agricultural commodities are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods has like effect as a warehouse receipt even though issued by a person who is the owner of the goods and is not a warehouseman.
Code 1950, § 61-4; 1964, c. 219.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-202. Form of warehouse receipt; essential terms; optional terms

(1) A warehouse receipt need not be in any particular form.
(2) Unless a warehouse receipt provides for each of the following, the warehouseman is liable for damages caused by the omission to a person injured thereby:
(a) the location of the warehouse where the goods are stored;
(b) the date of issue of the receipt;
(c) the consecutive number of the receipt;
(d) a statement whether the goods received will be delivered to the bearer, to a specified person, or to a specified person or his order;
(e) the rate of storage and handling charges, except that where goods are stored under a field warehousing arrangement a statement of that fact is sufficient on a nonnegotiable receipt;
(f) a description of the goods or of the packages containing them;
(g) the signature of the warehouseman, which may be made by his authorized agent;
(h) if the receipt is issued for goods of which the warehouseman is owner, either solely or jointly or in common with others, the fact of such ownership; and
(i) a statement of the amount of advances made and of liabilities incurred for which the warehouseman claims a lien or security interest (§ 8.7-209). If the precise amount of such advances made or of such liabilities incurred is, at the time of the issue of the receipt, unknown to the warehouseman or to his agent who issued the receipt, a statement of the fact that advances have been made or liabilities incurred and the purpose thereof is sufficient.
(3) A warehouseman may insert in his receipt any other terms that are not contrary to the provisions of this act and do not impair his obligation of delivery (§ 8.7-403) or his duty of care (§ 8.7-204). Any contrary provisions shall be ineffective.
Code 1950, § 61-5; 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 › § 8.7-203. Liability for nonreceipt or misdescription

A party to or purchaser for value in good faith of a document other than a bill of lading relying in either case upon the description therein of the goods may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that the document conspicuously indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, as where the description is in terms of marks or labels or kind, quantity or condition, or the receipt or description is qualified by "contents, condition and quality unknown," "said to contain" or the like, if such indication be true, or the party or purchaser otherwise has notice.
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 › § 8.7-204. Duty of care; contractual limitation of warehouseman's liability

(1) A warehouseman is liable for damages for loss of or injury to the goods caused by his failure to exercise such care in regard to them as a reasonably careful man would exercise under like circumstances but unless otherwise agreed he is not liable for damages that could not have been avoided by the exercise of such care.
(2) Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage, beyond which the warehouseman shall not be liable. On request of the bailor in a record at the time of signing such storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouseman's liability may be increased on part or all of the goods thereunder. In this event, increased rates may be charged based on such increased valuation. No such limitation is effective with respect to the warehouseman'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 bailment may be included in the warehouse receipt or storage agreement.
Code 1950, §§ 61-6, 61-24; 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 › § 8.7-205. Title under warehouse receipt defeated in certain cases

A buyer in the ordinary course of business of fungible goods sold and delivered by a warehouseman who is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even though the receipt is negotiable and has been duly negotiated.
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 › § 8.7-206. Termination of storage at warehouseman's option

(1) A warehouseman may on notifying the person on whose account the goods are held and any other person known to claim an interest in the goods require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document, or, if no period is fixed, within a stated period not less than 30 days after the notification. If the goods are not removed before the date specified in the notification, the warehouseman may sell them in accordance with the provisions of the section on enforcement of a warehouseman's lien (§ 8.7-210).
(2) If a warehouseman in good faith believes that the goods are about to deteriorate or decline in value to less than the amount of his lien within the time prescribed in subsection (1), the warehouseman may specify in the notification any reasonable shorter time for removal of the goods and in case the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting.
(3) If as a result of a quality or condition of the goods of which the warehouseman had no notice at the time of deposit the goods are a hazard to other property or to the warehouse or to persons, the warehouseman may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouseman after a reasonable effort is unable to sell the goods he may dispose of them in any lawful manner and shall incur no liability by reason of such disposition.
(4) The warehouseman must deliver the goods to any person entitled to them under this title upon due demand made at any time prior to sale or other disposition under this section.
(5) The warehouseman may satisfy his lien from the proceeds of any sale or disposition under this section but must hold the balance for delivery on the demand of any person to whom he would have been bound to deliver the goods.
Code 1950, § 61-37; 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 › § 8.7-207. Goods must be kept separate; fungible goods

(1) Unless the warehouse receipt otherwise provides, a warehouseman must keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods except that different lots of fungible goods may be commingled.
(2) Fungible goods so commingled are owned in common by the persons entitled thereto and the warehouseman is severally liable to each owner for that owner's share. Where because of overissue a mass of fungible goods is insufficient to meet all the receipts which the warehouseman has issued against it, the persons entitled include all holders to whom overissued receipts have been duly negotiated.
Code 1950, §§ 61-25, 61-26; 1964, c. 219.
2023 Code of Virginia › Title 8.7 - Commercial Code - Warehouse Receipts, Bills of Lading and Other Documents of Title › Sections › § 8.7-208. Altered warehouse receipts

Where a blank in a negotiable warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic receipt enforceable against the issuer according to its original tenor.
Code 1950, § 61-16; 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 › § 8.7-301. Liability for nonreceipt or misdescription; "said to contain"; "shipper's load and count"; improper handling

(1) A consignee of a nonnegotiable bill of lading who has given value in good faith, or a holder to whom a negotiable bill has been duly negotiated, relying upon the description therein of the goods, or upon the date therein shown, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, as where the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by "contents or condition of contents of packages unknown," "said to contain," "shipper's weight, load and count" or the like, if such indication be true.
(2) When goods are loaded by an issuer of a bill of lading, the issuer must count the packages of goods, if shipped in packages, and ascertain the kind and quantity if shipped in bulk. In such cases "shipper's weight, load and count" or other words indicating that the description was made by the shipper are ineffective except as to goods concealed by packages.
(3) When bulk goods are loaded by a shipper who makes available to the issuer of a bill of lading adequate facilities for weighing such goods, the issuer must ascertain the kind and quantity within a reasonable time after receiving, in a record, the shipper's request to do so. In such cases "shipper's weight" or other words of like purport are ineffective.
(4) The issuer of a bill of lading, by inserting in the bill the words "shipper's weight, load and count" or other words of like purport, may indicate that the goods were loaded by the shipper; and if such statement is true, the issuer shall not be liable for damages caused by the improper loading. However, their omission does not imply liability for such damages.
(5) The shipper shall be deemed to have guaranteed to the issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition and weight, as furnished by him; and the shipper shall indemnify the issuer against damage caused by inaccuracies in such particulars. The right of the issuer to such indemnity shall in no way limit his responsibility and liability under the contract of carriage to any person other than the shipper.
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 › § 8.7-302. Through bills of lading and similar documents

(1) The issuer of a through bill of lading or other document embodying an undertaking to be performed in part by persons acting as its agents or by a performing carrier is liable to anyone entitled to recover on the document for any breach by such other persons or by a performing carrier of its obligation under the document. However, to the extent that the document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability may be varied by agreement of the parties.
(2) Where goods covered by a through bill of lading or other document embodying an undertaking to be performed in part by persons other than the issuer are received by any such person, he is subject, with respect to his own performance while the goods are in his possession, to the obligation of the issuer. His obligation is discharged by delivery of the goods to another such person pursuant to the document, and does not include liability for breach by any other such persons or by the issuer.
(3) The issuer of such through bill of lading or other document shall be entitled to recover from the performing carrier, or such other person in possession of the goods when the breach of the obligation under the document occurred, (a) the amount it may be required to pay to anyone entitled to recover on the document therefor, as may be evidenced by any receipt, judgment, or transcript thereof, and (b) the amount of any expense reasonably incurred by it in defending any action brought by anyone entitled to recover on the document therefor.
Code 1950, §§ 56-120, 56-121; 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 › § 8.7-303. Diversion; reconsignment; change of instructions

(1) Unless the bill of lading otherwise provides, the carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from:
(a) the holder of a negotiable bill; or
(b) the consignor on a nonnegotiable bill notwithstanding contrary instructions from the consignee; or
(c) the consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or
(d) the consignee on a nonnegotiable bill if he is entitled as against the consignor to dispose of them.
(2) Unless such instructions are noted on a negotiable bill of lading, a person to whom the bill is duly negotiated can hold the bailee according to the original terms.
1964, c. 219; 2004, c. 200.