2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 3 - Business Regulations Generally (§§ 2001-2016 — 4196) › Chapter 312 - Electronic Transactions Act (§§ 4081 — 4096) › § 4095 - Transferable documents

(a) In this section, “transferable document” means an electronic document that:
(1) Constitutes a commercial document as said term is defined in §§ 401 et seq. of Title 19, known as the “Electronic Transactions Act”, and
(2) the issuer of which has expressly agreed that it constitutes a transferable document.
(b) It shall be understood that a person has control over a transferable document if the system used to evidence the transfer of interest in the transferable document reliably establishes that person, as the person to whom the document was issued or transferred.
(c) It shall be understood that a system meets the requirements in subsection (b) of this section, and it shall be understood that a person has control over a transferable document, if the transferable document is created, stored and assigned in such a manner that:
(1) There is only one authorized copy of the transferable document which is unique, identifiable and, except as provided in clauses (4), (5), and (6) of this subsection, inalterable;
(2) the authorized copy identifies the person who asserting control as:
(A) The person to whom the transferable document was issued, or
(B) if the authorized copy indicates that the transferable document has been transferred, the person to whom the transferable document was most recently transferred;
(3) the authorized copy is communicated and maintained by the person asserting control or by his/her designated custodian;
(4) any copies or revisions that add or change an identified assignee in the authorized copy shall only be made with the consent of the person asserting control;
(5) each copy of the authorized copy and each copy of a copy shall be readily identifiable as a copy that is not the authorized copy thereof, and
(6) any revision of the authorized copy shall be readily identifiable as authorized or unauthorized.
(d) Unless otherwise agreed, the person having control over a transferable document shall be the holder thereof, pursuant to § 451(20) of Title 19, part of the Commercial Transactions Act, and shall have the same rights and defenses as the holder of an equivalent document under the Commercial Transactions Act, including, if the applicable legal requirements under §§ 902(a), 1601 or 2108 of Title 19, part of the Commercial Transactions Act are met, the rights and defenses available to a holder in good faith, a holder to which the negotiable of document title has been negotiated, or a purchaser, respectively. Delivery, possession and endorsement of the document shall not be required to obtain or exercise any of the rights established under this subsection.
(e) Unless otherwise agreed, an obligor under a transferable document shall have the same rights and defenses as an equivalent obligor under equivalent documents pursuant to the Commercial Transactions Act.
(f) If requested by the person against whom [sic] it is intended to oppose the transferable document, the person seeking to enforce the transferable document shall present reasonable proof that he/she has control of the transferable document. Such proof may include access to the authentic copy of the transferable document and related documents sufficient to review the terms of the transferable document and to establish the identity of the person having control of the transferable document.
History —Aug. 8, 2006, No. 148, § 16.