Florida Senate Bill S1666 Comm Sub / Bill

 Florida Senate - 2025 CS for SB 1666  By the Committee on Commerce and Tourism; and Senator Grall 577-02477-25 20251666c1 1 A bill to be entitled 2 An act relating to the Uniform Commercial Code; 3 providing a directive to the Division of Law Revision; 4 creating part I of ch. 669, F.S., relating to 5 controllable electronic records; creating s. 669.101, 6 F.S.; providing a short title; creating s. 669.102, 7 F.S.; defining terms; providing construction; creating 8 s. 669.103, F.S.; providing construction; creating s. 9 669.104, F.S.; providing applicability; specifying 10 when a purchaser of a controllable account or 11 controllable payment intangible is a qualifying 12 purchaser; specifying rights acquired relating to 13 controllable electronic records; prohibiting actions 14 from being asserted against qualifying purchasers 15 under certain circumstances; specifying that filing a 16 certain financial statement is not notice of a claim 17 of a property right in a controllable electronic 18 record; creating s. 669.105, F.S.; specifying when a 19 person has control of a controllable electronic 20 record; providing when a persons power relating to 21 controllable electronic records is or is not 22 exclusive; providing that a person who has control of 23 a controllable electronic record is not required to 24 acknowledge such control; specifying that a person 25 that acknowledges control of a controllable electronic 26 record does not owe any duty to the other person and 27 is not required to confirm the acknowledgment to any 28 other person; creating s. 669.106, F.S.; authorizing 29 account debtors on a controllable account or 30 controllable payment intangible to discharge 31 obligations under certain circumstances; providing 32 requirements for such discharge; prohibiting account 33 debtors from waiving or varying certain rights and 34 options; providing construction; creating s. 669.107, 35 F.S.; specifying the governing laws and jurisdictions 36 relating to controllable electronic records; creating 37 part II of ch. 669, F.S., relating to transitional 38 provisions; creating s. 669.501, F.S.; providing a 39 short title; creating s. 669.502, F.S.; defining 40 terms; creating ss. 669.601 and 669.701, F.S.; 41 providing saving clauses for certain transactions; 42 providing applicability; providing construction; 43 creating s. 669.702, F.S.; specifying requirements for 44 perfecting security interests that are enforceable and 45 perfected before a specified date; creating s. 46 669.703, F.S.; specifying requirements for security 47 interests that were unperfected before a specified 48 date; creating s. 669.704, F.S.; specifying the 49 effectiveness of certain actions relating to security 50 interests taken before a specified date; creating ss. 51 669.705 and 669.706, F.S.; providing priority for 52 conflicting claims to collateral; amending s. 670.103, 53 F.S.; revising the definition of the term payment 54 order; amending s. 670.201, F.S.; revising 55 authorizations and requirements relating to security 56 procedures; amending s. 670.202, F.S.; revising the 57 circumstances under which payment orders received by 58 banks are effective as the order of a customer; making 59 technical changes; amending s. 670.203, F.S.; revising 60 rules that apply to payment orders that are not 61 authorized orders of certain customers; amending ss. 62 670.207, 670.208, 670.21, and 670.211, F.S.; making 63 technical changes; amending s. 670.305, F.S.; revising 64 liability requirements relating to payment orders; 65 creating part VI of ch. 670, F.S., relating to 66 transitional provisions; creating s. 670.601, F.S.; 67 providing applicability; amending s. 671.101, F.S.; 68 making technical changes; amending s. 671.105, F.S.; 69 revising applicability; amending s. 671.107, F.S.; 70 making a technical change; amending s. 671.201, F.S.; 71 revising definitions; defining terms; amending s. 72 671.211, F.S.; conforming a cross-reference; creating 73 part IV of ch. 671, F.S., relating to transitional 74 provisions; creating s. 671.401, F.S.; providing 75 applicability; amending s. 672.102, F.S.; revising 76 applicability; amending s. 672.106, F.S.; defining the 77 term hybrid transaction; making technical changes; 78 amending ss. 672.201, 672.202, 672.203, and 672.205, 79 F.S.; making technical changes; amending s. 672.209, 80 F.S.; revising a prohibition on modifying or 81 rescinding a signed agreement that excludes 82 modification or rescission; creating part VIII of ch. 83 672, F.S., relating to transitional provisions; 84 creating s. 672.801, F.S.; providing applicability; 85 amending s. 673.1041, F.S.; revising the definition of 86 the term negotiable instrument; amending s. 87 673.1051, F.S.; revising the definition of the term 88 issue; amending s. 673.4011, F.S.; conforming 89 provisions to changes made by the act; amending s. 90 673.6041, F.S.; specifying that the obligation of a 91 party to pay a check is not discharged solely by 92 destruction of the check in connection with a 93 specified process; creating part VII of ch. 673, F.S., 94 relating to transitional provisions; creating s. 95 673.702, F.S.; providing applicability; amending s. 96 675.104, F.S.; conforming provisions to changes made 97 by the act; amending s. 675.116, F.S.; providing that 98 a branch of a bank is considered to be located at the 99 address indicated in the branchs undertaking or, if 100 more than one address is indicated, the address from 101 which the undertaking was issued; making technical 102 changes; creating s. 675.119, F.S.; providing 103 applicability; amending s. 677.102, F.S.; deleting 104 definitions of the terms record and sign; amending 105 s. 677.106, F.S.; specifying when a system satisfies 106 certain requirements and a person has control of an 107 electronic document of title; specifying when certain 108 powers are or are not exclusive; providing that a 109 person that has control of an electronic document or 110 title does not need to acknowledge that it has control 111 on behalf of another person; specifying that a person 112 does not owe any duty to another person under certain 113 circumstances; creating part VII of ch. 677, F.S., 114 related to transitional provisions; creating s. 115 677.701, F.S.; providing applicability; amending s. 116 678.1021, F.S.; revising definitions; revising the 117 applicability of definitions; amending s. 678.1031, 118 F.S.; specifying that a controllable account, 119 controllable electronic record, or controllable 120 payment intangible is not a financial asset under 121 certain circumstances; conforming a cross-reference; 122 amending s. 678.1061, F.S.; revising the circumstances 123 under which purchasers have control of security 124 entitlements; specifying that a person that has such 125 control is not required to acknowledge such control on 126 behalf of a purchaser; specifying that certain persons 127 do not owe any duty to purchasers and are not required 128 to confirm certain acknowledgment under certain 129 circumstances; amending s. 678.1101, F.S.; providing 130 applicability; amending s. 678.3031, F.S; specifying 131 that protected purchasers acquire interest in a 132 security free of any adverse claim; creating part VI 133 of ch. 678, F.S., relating to transitional provisions; 134 creating s. 678.601, F.S.; providing applicability; 135 amending s. 679.1021, F.S.; defining terms; revising 136 and deleting definitions; revising the applicability 137 of definitions; amending s. 679.1041, F.S.; revising 138 the circumstances under which a secured party has 139 control of a deposit account; making a technical 140 change; amending s. 679.1051, F.S.; revising when a 141 person has control of electronic chattel paper; 142 specifying when power of such control is or is not 143 exclusive; creating s. 679.1052, F.S.; specifying when 144 a person has control of electronic money; specifying 145 when power of such control is or is not exclusive; 146 creating s. 679.1053, F.S.; specifying when a person 147 has control of controllable electronic records, 148 controllable accounts, or controllable payment 149 intangibles; creating s. 679.1054, F.S.; providing 150 that specified persons with certain control are not 151 required to acknowledge such control; specifying that 152 such persons do not owe any duty to certain persons 153 and are not required to confirm acknowledgment to any 154 other person; amending s. 679.2031, F.S.; revising the 155 circumstances under which a security interest is 156 enforceable against a debtor and third parties; 157 conforming provisions to changes made by the act; 158 amending s. 679.2041, F.S.; revising the circumstances 159 under which a security interest does not attach under 160 a term constituting an after-acquired property clause; 161 amending s. 679.2071, F.S.; conforming a provision to 162 changes made by the act; amending s. 679.2081, F.S.; 163 revising duties relating to secured parties having 164 control of collateral; amending s. 679.209, F.S.; 165 revising duties relating to secured parties if an 166 account debtor has been notified of an assignment; 167 revising cross-references; amending s. 679.210, F.S.; 168 conforming provisions to changes made by the act; 169 amending s. 679.3011, F.S.; revising requirements 170 relating to laws governing perfection and priority of 171 security interests; revising a cross-reference; 172 amending s. 679.3041, F.S.; specifying that the local 173 law of a banks jurisdiction governs even if a 174 transaction does not bear any relation to the banks 175 jurisdiction; amending s. 679.3051, F.S.; revising 176 applicability; creating s. 679.3062, F.S.; specifying 177 which laws govern the perfection and priority of 178 security interests in chattel paper; creating s. 179 679.3063, F.S.; specifying which laws govern the 180 perfection and priority of security interests in 181 controllable accounts, controllable electronic 182 records, and controllable payment intangibles; 183 amending s. 679.3101, F.S.; revising the circumstances 184 under which the filing of a financing statement is not 185 necessary to perfect a security interest; amending s. 186 679.3121, F.S.; providing requirements for perfecting 187 a security interest in controllable accounts, 188 controllable electronic records, and controllable 189 payment intangibles; amending s. 679.3131, F.S.; 190 conforming provisions to changes made by the act; 191 amending s. 679.3141, F.S.; revising requirements for 192 perfection by control; creating s. 679.3152, F.S.; 193 providing requirements for perfecting a security 194 interest in chattel paper by possession and control; 195 amending s. 679.3161, F.S.; revising requirements 196 relating to maintaining perfection of security 197 interests following a change in governing law; 198 revising cross-references; amending s. 679.3171, F.S.; 199 revising the circumstances under which persons take 200 free of a security interest or agricultural lien; 201 amending s. 679.323, F.S.; revising the circumstances 202 under which a buyer or lessee of goods takes free of a 203 security interest or leasehold; amending s. 679.324, 204 F.S.; conforming provisions to changes made by the 205 act; creating s. 679.3251, F.S.; specifying that 206 certain security interests in controllable accounts, 207 controllable electronic records, or controllable 208 payment intangibles have priority over conflicting 209 security interests; amending s. 679.330, F.S.; 210 revising the circumstances under which purchasers of 211 chattel paper have priority over certain security 212 interests in the chattel paper; revising 213 applicability; making a technical change; amending s. 214 679.331, F.S.; revising construction; amending s. 215 679.332, F.S.; revising the circumstances under which 216 a transferee takes money or funds free of a security 217 interest; amending ss. 679.341 and 679.4041, F.S.; 218 conforming provisions to changes made by the act; 219 amending s. 679.4061, F.S.; defining the term 220 promissory note; conforming provisions to changes 221 made by the act; revising applicability; amending s. 222 679.4081, F.S.; defining the term promissory note; 223 amending ss. 679.509, 679.513, 679.601, and 679.604, 224 F.S.; conforming provisions to changes made by the 225 act; amending s. 679.605, F.S.; specifying when a 226 secured party owes a duty to a person based on the 227 partys status as a secured party; amending ss. 228 679.608 and 679.611, F.S.; conforming provisions to 229 changes made by the act; making technical changes; 230 amending s. 679.613, F.S.; revising the form for 231 notification of the disposition of collateral; 232 providing requirements relating to such form; amending 233 s. 679.614, F.S.; revising form requirements for 234 notice of a plan to sell property; providing 235 requirements relating to such form; amending ss. 236 679.615, 679.616, 679.619, 679.620, 679.621, 679.624, 237 and 679.625, F.S.; conforming provisions to changes 238 made by the act; amending s. 679.628, F.S.; providing 239 applicability; creating part IX of ch. 679, F.S., 240 relating to transitional provisions; creating ss. 241 679.901 and 679.902, F.S.; providing construction; 242 amending s. 680.1021, F.S.; revising applicability; 243 amending s. 680.1031, F.S.; defining the term hybrid 244 lease; conforming cross-references; amending ss. 245 680.1071, 680.201, 680.202, 680.203, 680.205, and 246 680.208, F.S.; conforming provisions to changes made 247 by the act; creating part VI of ch. 680, F.S., 248 relating to transitional provisions; creating s. 249 680.601, F.S.; providing applicability; amending ss. 250 55.205, 319.27, 328.0015, 517.061, 559.9232, 563.022, 251 and 668.50, F.S.; conforming cross-references; 252 reenacting ss. 655.55(1) and (2) and 685.101(2), F.S., 253 relating to law applicable to deposits in and 254 contracts relating to extensions of credit by a 255 deposit or lending institution located in this state 256 and choice of law, respectively, to incorporate the 257 amendment made to s. 671.105, F.S., in references 258 thereto; reenacting ss. 90.953(1), 673.1061(1), (3), 259 and (4), and 673.1151(2), F.S., relating to 260 admissibility of duplicates, unconditional promise or 261 order, and incomplete instruments, respectively, to 262 incorporate the amendment made to s. 673.1041, F.S., 263 in references thereto; reenacting s. 673.6051(2), 264 F.S., relating to discharge of indorsers and 265 accommodation parties, to incorporate the amendment 266 made to s. 673.6041, F.S., in a reference thereto; 267 reenacting s. 673.1031(2), F.S., relating to 268 definitions, to incorporate the amendments made to ss. 269 673.1041 and 673.1051, F.S., in references thereto; 270 reenacting s. 675.103(1)(j), F.S., relating to 271 definitions, to incorporate the amendment made to s. 272 675.104, F.S., in a reference thereto; reenacting s. 273 679.3061(2), F.S., relating to law governing 274 perfection and priority of security interests in 275 letter-of-credit rights, to incorporate the amendment 276 made to s. 675.116, F.S., in a reference thereto; 277 reenacting ss. 672.103(3) and 674.104(3), F.S., 278 relating to definitions and index of definitions, to 279 incorporate the amendment made to s. 677.106, F.S., in 280 references thereto; reenacting ss. 678.5101(3) and 281 679.1061(1), F.S., relating to rights of purchaser of 282 security entitlement from entitlement holder and 283 control of investment property, respectively, to 284 incorporate the amendment made to s. 678.1061, F.S., 285 in references thereto; reenacting ss. 674.2101(3), 286 675.1181(2), and 679.1101, F.S., relating to security 287 interest of collecting bank in items, accompanying 288 documents, and proceeds; security interest of issuer 289 or nominated person; and security interests arising 290 under ch. 672, F.S., or ch. 680, F.S., respectively, 291 to incorporate the amendment made to s. 679.2031, 292 F.S., in references thereto; reenacting s. 679.709(2), 293 F.S., relating to priority, to incorporate the 294 amendment made to s. 679.2031, F.S., in a reference 295 thereto; reenacting s. 679.602(2), F.S., relating to 296 waiver and variance of rights and duties, to 297 incorporate the amendment made to s. 679.210, F.S., in 298 a reference thereto; reenacting s. 679.329(2), F.S., 299 relating to priority of security interests in deposit 300 account and priority of security interests in letter 301 of-credit right, respectively, to incorporate the 302 amendment made to s. 679.3141, F.S., in a reference 303 thereto; reenacting s. 679.320(3), F.S., relating to 304 buyer of goods, to incorporate the amendment made to 305 s. 679.3161, F.S., in a reference thereto; reenacting 306 s. 727.109(8)(b), F.S., relating to power of the 307 court, to incorporate the amendment made to s. 308 679.3171, F.S., in a reference thereto; reenacting s. 309 680.307(3), F.S., relating to priority of liens 310 arising by attachment or levy on, security interests 311 in, and other claims to goods, to incorporate the 312 amendments made to ss. 679.3171 and 679.323, F.S., in 313 references thereto; reenacting s. 679.328(2), (5), and 314 (7), F.S., relating to priority of security interests 315 in investment property, to incorporate the amendments 316 made to ss. 678.1061, 679.3131, 679.3141, and 679.323, 317 F.S., in references thereto; reenacting s. 679.327(1) 318 and (2), F.S., relating to priority of security 319 interests in deposit account, to incorporate the 320 amendments made to ss. 679.1041 and 679.3141, F.S., in 321 references thereto; reenacting s. 679.1091(4), F.S., 322 relating to scope, to incorporate the amendments made 323 to ss. 679.2031 and 679.4041, F.S., in references 324 thereto; reenacting s. 679.626(3), F.S., relating to 325 action in which deficiency or surplus is in issue, to 326 incorporate the amendment made to s. 679.628, F.S., in 327 a reference thereto; providing an effective date. 328 329 Be It Enacted by the Legislature of the State of Florida: 330 331 Section 1.The Division of Law Revision is directed to 332 create chapter 669, Florida Statutes, to be entitled Uniform 333 Commercial Code: Controllable Electronic Records and 334 Transitional Provisions. 335 Section 2.Part I of chapter 669, Florida Statutes, 336 consisting of ss. 669.101-669.107, Florida Statutes, is created 337 and entitled Controllable Electronic Records. 338 Section 3.Section 669.101, Florida Statutes, is created to 339 read: 340 669.101Short title.This part may be cited as Uniform 341 Commercial CodeControllable Electronic Records. 342 Section 4.Section 669.102, Florida Statutes, is created to 343 read: 344 669.102Definitions. 345 (1)As used in this part, the term: 346 (a)Controllable electronic record means a record in an 347 electronic medium, subject to control under s. 669.105. The term 348 does not include a controllable account, a controllable payment 349 intangible, a deposit account, an electronic chattel paper, an 350 electronic document of title, electronic money, investment 351 property, or a transferable record. 352 (b)Qualifying purchaser means a purchaser of a 353 controllable electronic record or an interest in a controllable 354 electronic record which obtains control of the controllable 355 electronic record for value, in good faith, and without notice 356 of a claim of a property right in the controllable electronic 357 record. 358 (c)Transferable record has the same meaning as provided 359 in: 360 1.Section 201(a)(1) of the Electronic Signatures in Global 361 and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or 362 2.Section 668.50(16)(a). 363 (d)Value has the meaning provided in s. 673.3031(1), as 364 if references in that subsection to an instrument were 365 references to a controllable account, controllable electronic 366 record, or controllable payment intangible. A controllable 367 electronic record is subject to control as specified in s. 368 669.105. 369 (2)The definitions in s. 679.1021 for the terms account 370 debtor, chattel paper, controllable account, controllable 371 payment intangible, deposit account, electronic money, and 372 investment property apply to this part. 373 (3)Chapter 671 contains general definitions and principles 374 of construction and interpretation applicable throughout this 375 part. 376 Section 5.Section 669.103, Florida Statutes, is created to 377 read: 378 669.103Relation to chapter 679 and consumer laws. 379 (1)If there is conflict between this part and chapter 679, 380 chapter 679 governs. 381 (2)A transaction subject to this part is subject to any 382 applicable rule of law that establishes a different rule for 383 consumers; any other law or regulation that regulates the rates, 384 charges, agreements, and practices for loans, credit sales, or 385 other extensions of credit; and chapter 501. 386 Section 6.Section 669.104, Florida Statutes, is created to 387 read: 388 669.104Rights in controllable account, controllable 389 electronic record, and controllable payment intangible. 390 (1)This section applies to the acquisition and purchase of 391 rights in a controllable account or controllable payment 392 intangible, including the rights and benefits under subsections 393 (3), (4), (5), (7), and (8) of a purchaser and qualifying 394 purchaser, in the same manner in which this section applies to a 395 controllable electronic record. 396 (2)In determining whether a purchaser of a controllable 397 account or a controllable payment intangible is a qualifying 398 purchaser, the purchaser obtains control of the account or 399 payment intangible if it obtains control of the controllable 400 electronic record that evidences the account or payment 401 intangible. 402 (3)Except as provided in this section, law other than this 403 part determines whether a person acquires a right in a 404 controllable electronic record and the right that the person 405 acquires. 406 (4)A purchaser of a controllable electronic record 407 acquires all rights in the controllable electronic record which 408 the transferor had, or had power to transfer, except that a 409 purchaser of a limited interest in a controllable electronic 410 record acquires rights only to the extent of the interest 411 purchased. 412 (5)A qualifying purchaser acquires its rights in the 413 controllable electronic record free of a claim of a property 414 right in the controllable electronic record. 415 (6)Except as provided in subsections (1) and (5) for a 416 controllable account and a controllable payment intangible or in 417 law other than this part, a qualifying purchaser takes a right 418 to payment, right to performance, or other interest in property 419 evidenced by the controllable electronic record subject to a 420 claim of a property right in the right to payment, right to 421 performance, or other interest in property. 422 (7)An action may not be asserted against a qualifying 423 purchaser based on both a purchase by the qualifying purchaser 424 of a controllable electronic record and a claim of a property 425 right in another controllable electronic record, regardless of 426 whether the action is framed in conversion, replevin, 427 constructive trust, equitable lien, or other theory. 428 (8)Filing of a financing statement under chapter 679 is 429 not notice of a claim of a property right in a controllable 430 electronic record. 431 Section 7.Section 669.105, Florida Statutes, is created to 432 read: 433 669.105Control of controllable electronic record. 434 (1)A person has control of a controllable electronic 435 record if the electronic record, a record attached to or 436 logically associated with the electronic record, or a system in 437 which the electronic record is recorded: 438 (a)Gives the person: 439 1.Power to avail itself of substantially all of the 440 benefit from the electronic record; and 441 2.Exclusive power, subject to paragraph (b), to: 442 a.Prevent others from availing themselves of substantially 443 all of the benefit from the electronic record; and 444 b.Transfer control of the electronic record to another 445 person or cause another person to obtain control of another 446 controllable electronic record as a result of the transfer of 447 the electronic record; and 448 (b)Enables the person to identify itself readily in any 449 way, including by name, identifying number, cryptographic key, 450 office, or account number, as having the powers specified in 451 paragraph (a). 452 (2)Except as provided in subsection (3), a power is 453 exclusive under sub-subparagraphs (1)(a)2.a. and b. even if: 454 (a)The controllable electronic record, a record attached 455 to or logically associated with the electronic record, or a 456 system in which the electronic record is recorded limits the use 457 of the electronic record or has a protocol programmed to cause a 458 change, including a transfer or loss of control or a 459 modification of benefits afforded by the electronic record; or 460 (b)The power is shared with another person. 461 (3)A power of a person is not shared with another person 462 under paragraph (2)(b) and the persons power is not exclusive 463 if: 464 (a)The person can exercise the power only if the power 465 also is exercised by the other person; and 466 (b)The other person: 467 1.Can exercise the power without exercise of the power by 468 the person; or 469 2.Is the transferor to the person of an interest in the 470 controllable electronic record or a controllable account or 471 controllable payment intangible evidenced by the controllable 472 electronic record. 473 (4)If a person has the powers specified in sub 474 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 475 exclusive. 476 (5)A person has control of a controllable electronic 477 record if another person, other than the transferor to the 478 person of an interest in the controllable electronic record or a 479 controllable account or controllable payment intangible 480 evidenced by the controllable electronic record: 481 (a)Has control of the electronic record and acknowledges 482 that it has control on behalf of the person; or 483 (b)Obtains control of the electronic record after having 484 acknowledged that it will obtain control of the electronic 485 record on behalf of the person. 486 (6)A person that has control under this section is not 487 required to acknowledge that it has control on behalf of another 488 person unless the person otherwise agrees or law other than this 489 part or chapter 679 provides otherwise. 490 (7)If a person acknowledges that it has or will obtain 491 control on behalf of another person, the person does not owe any 492 duty to the other person and is not required to confirm the 493 acknowledgment to any other person. 494 Section 8.Section 669.106, Florida Statutes, is created to 495 read: 496 669.106Discharge of account debtor on controllable account 497 or controllable payment intangible. 498 (1)An account debtor on a controllable account or 499 controllable payment intangible may discharge its obligation by 500 paying: 501 (a)The person having control of the controllable 502 electronic record that evidences the controllable account or 503 controllable payment intangible; or 504 (b)Except as provided in subsection (2), a person that 505 formerly had control of the controllable electronic record. 506 (2)Subject to subsection (4), the account debtor may not 507 discharge its obligation by paying a person that formerly had 508 control of the controllable electronic record if the account 509 debtor receives a notification that: 510 (a)Is signed by a person that formerly had control or the 511 person to which control was transferred; 512 (b)Reasonably identifies the controllable account or 513 controllable payment intangible; 514 (c)Notifies the account debtor that control of the 515 controllable electronic record that evidences the controllable 516 account or controllable payment intangible was transferred; 517 (d)Identifies the transferee, in any reasonable way, 518 including by name, identifying number, cryptographic key, 519 office, or account number; and 520 (e)Provides a commercially reasonable method by which the 521 account debtor is to pay the transferee. 522 (3)After receipt of a notification that complies with 523 subsection (2), the account debtor may discharge its obligation 524 by paying in accordance with the notification and may not 525 discharge the obligation by paying a person that formerly had 526 control. 527 (4)Subject to subsection (8), notification is ineffective 528 under subsection (2): 529 (a)Unless, before the notification is sent, the account 530 debtor and the person that, at that time, had control of the 531 controllable electronic record that evidences the controllable 532 account or controllable payment intangible agree in a signed 533 record to a commercially reasonable method by which a person may 534 furnish reasonable proof that control has been transferred; 535 (b)To the extent an agreement between the account debtor 536 and seller of a payment intangible limits the account debtors 537 duty to pay a person other than the seller and the limitation is 538 effective under law other than this part; or 539 (c)At the option of the account debtor, if the 540 notification notifies the account debtor to: 541 1.Divide a payment; 542 2.Make less than the full amount of an installment or 543 other periodic payment; or 544 3.Pay any part of a payment by more than one method or to 545 more than one person. 546 (5)Subject to subsection (8), if requested by the account 547 debtor, the person giving the notification under subsection (2) 548 must seasonably furnish reasonable proof that, using the method 549 in the agreement referred to in paragraph (4)(a), control of the 550 controllable electronic record has been transferred. Unless the 551 person complies with the request, the account debtor may 552 discharge its obligation by paying a person that formerly had 553 control, even if the account debtor has received a notification 554 under subsection (2). 555 (6)A person furnishes reasonable proof under subsection 556 (5) that control has been transferred if the person demonstrates 557 that, using the method in an agreement made under paragraph 558 (4)(a), the transferee has the power to: 559 (a)Avail itself of substantially all the benefit from the 560 controllable electronic record; 561 (b)Prevent others from availing themselves of 562 substantially all the benefit from the controllable electronic 563 record; and 564 (c)Transfer the powers specified in paragraphs (a) and (b) 565 to another person. 566 (7)Subject to subsection (8), an account debtor may not 567 waive or vary its rights under paragraph (4)(a) and subsection 568 (5) or its option under paragraph (4)(c). 569 (8)This section is subject to law other than this part 570 which establishes a different rule for an account debtor who is 571 an individual and who incurred the obligation primarily for 572 personal, family, or household purposes. 573 Section 9.Section 669.107, Florida Statutes, is created to 574 read: 575 669.107Governing law. 576 (1)Except as provided in subsection (2), the local law of 577 a controllable electronic records jurisdiction governs a matter 578 covered by this part. 579 (2)For a controllable electronic record that evidences a 580 controllable account or controllable payment intangible, the 581 local law of the controllable electronic records jurisdiction 582 governs a matter covered by s. 669.106 unless an effective 583 agreement determines that the local law of another jurisdiction 584 governs. 585 (3)The following rules determine a controllable electronic 586 records jurisdiction under this section: 587 (a)If the controllable electronic record, or a record 588 attached to or logically associated with the controllable 589 electronic record and readily available for review, expressly 590 provides that a particular jurisdiction is the controllable 591 electronic records jurisdiction for purposes of this part or 592 the Uniform Commercial Code, that jurisdiction is the 593 controllable electronic records jurisdiction. 594 (b)If paragraph (a) does not apply and the rules of the 595 system in which the controllable electronic record is recorded 596 are readily available for review and expressly provide that a 597 particular jurisdiction is the controllable electronic records 598 jurisdiction for purposes of this part or the Uniform Commercial 599 Code, that jurisdiction is the controllable electronic records 600 jurisdiction. 601 (c)If paragraphs (a) and (b) do not apply and the 602 controllable electronic record, or a record attached to or 603 logically associated with the controllable electronic record and 604 readily available for review, expressly provides that the 605 controllable electronic record is governed by the law of a 606 particular jurisdiction, that jurisdiction is the controllable 607 electronic records jurisdiction. 608 (d)If paragraphs (a), (b), and (c) do not apply and the 609 rules of the system in which the controllable electronic record 610 is recorded are readily available for review and expressly 611 provide that the controllable electronic record or the system is 612 governed by the law of a particular jurisdiction, that 613 jurisdiction is the controllable electronic records 614 jurisdiction. 615 (e)If paragraphs (a)-(d) do not apply, the controllable 616 electronic records jurisdiction is the District of Columbia. 617 (4)If paragraph (3)(e) applies, and Article 12 is not in 618 effect without material modification in the District of 619 Columbia, the governing law for a matter subject to this part is 620 the law of the District of Columbia as though Article 12 were in 621 effect without material modification in the District of 622 Columbia. For the purposes of this subsection, the term Article 623 12 means Article 12 of the Uniform Commercial Code Amendments 624 (2022). 625 (5)To the extent subsections (1) and (2) provide that the 626 local law of the controllable electronic records jurisdiction 627 governs a matter covered by this part, that law governs even if 628 the matter or a transaction to which the matter relates does not 629 bear any relation to the controllable electronic records 630 jurisdiction. 631 (6)The rights acquired under s. 669.104 by a purchaser or 632 qualifying purchaser are governed by the law applicable under 633 this section at the time of purchase. 634 Section 10.Part II of chapter 669, Florida Statutes, 635 consisting of ss. 669.501-669.706, Florida Statutes, is created 636 and entitled Transitional Provisions. 637 Section 11.Section 669.501, Florida Statutes, is created 638 to read: 639 669.501Short title.This part may be cited as Uniform 640 Commercial Code-Controllable Electronic Records. 641 Section 12.Section 669.502, Florida Statutes, is created 642 to read: 643 669.502Definitions.As used in this part: 644 (1)(a)Adjustment date means July 1, 2026. 645 (b)Article 12 means Article 12 of the Uniform Commercial 646 Code. 647 (c)Article 12 property means a controllable account, 648 controllable electronic record, or controllable payment 649 intangible. 650 (2)Other definitions applying to this chapter and the 651 sections in which they appear are: 652 Controllable account, s. 679.1021. 653 Controllable electronic record, s. 669.102. 654 Controllable payment intangible, s. 679.1021. 655 Electronic money, s. 679.1021. 656 Financing statement, s. 679.1021. 657 (3)The general definitions and principles of construction 658 and interpretation contained in chapter 671 apply to this part. 659 Section 13.Section 669.601, Florida Statutes, is created 660 to read: 661 669.601Saving clause.Except as otherwise provided in this 662 part, a transaction validly entered into before July 1, 2025, 663 and the rights, duties, and interests flowing from such 664 transaction remain valid thereafter and may be terminated, 665 completed, consummated, or enforced as required or permitted by 666 law other than the Uniform Commercial Code or, if applicable, by 667 the Uniform Commercial Code as though this act had not taken 668 effect. 669 Section 14.Section 669.701, Florida Statutes, is created 670 to read: 671 669.701Saving clause. 672 (1)Except as provided in this part, chapter 679 as it 673 existed on July 1, 2025, and Article 12 apply to a transaction, 674 lien, or other interest in property, even if the transaction, 675 lien, or interest was entered into, created, or acquired before 676 July 1, 2025. 677 (2)Except as provided in subsection (3) and ss. 669.702 678 669.706, both of the following apply: 679 (a)A transaction, lien, or interest in property that was 680 validly entered into, created, or transferred before July 1, 681 2025, and that was not governed by the Uniform Commercial Code 682 but would be subject to chapter 679 as it existed on July 1, 683 2025, or to Article 12 if the transaction had been entered into, 684 created, or transferred on or after July 1, 2025, including the 685 rights, duties, and interests flowing from the transaction, 686 lien, or interest, remains valid on and after July 1, 2025. 687 (b)The transaction, lien, or interest may be terminated, 688 completed, consummated, and enforced as required or permitted by 689 this part or by the law that would apply if this part had not 690 taken effect. 691 (3)This section does not affect an action, a case, or a 692 proceeding commenced before July 1, 2025. 693 Section 15.Section 669.702, Florida Statutes, is created 694 to read: 695 669.702Security interest perfected before effective date. 696 (1)A security interest that is enforceable and perfected 697 immediately before July 1, 2025, is a perfected security 698 interest under this act if, on July 1, 2025, the requirements 699 for enforceability and perfection under this section are fully 700 satisfied without further action. 701 (2)If a security interest is enforceable and perfected 702 immediately before July 1, 2025, but the requirements for 703 enforceability or perfection under this act are not satisfied by 704 July 1, 2025, all of the following apply to the security 705 interest: 706 (a)It is a perfected security interest until the earlier 707 of the time perfection would have ceased under the law in effect 708 immediately before July 1, 2025, or the adjustment date. 709 (b)It remains enforceable thereafter only if the security 710 interest satisfies the requirements for enforceability under s. 711 679.2031, as it existed on July 1, 2025, before the adjustment 712 date. 713 (c)It remains perfected thereafter only if the 714 requirements for perfection under this section are satisfied 715 immediately before July 1, 2025. 716 Section 16.Section 669.703, Florida Statutes, is created 717 to read: 718 669.703Security interest unperfected before effective 719 date.A security interest that is enforceable immediately before 720 July 1, 2025, but is unperfected by that date: 721 (1)Remains an enforceable security interest until the 722 adjustment date; 723 (2)Remains enforceable thereafter if the security interest 724 becomes enforceable under s. 679.2031, as it existed on July 1, 725 2025, or before the adjustment date; and 726 (3)Becomes perfected: 727 (a)Without further action, by July 1, 2025, if the 728 requirements for perfection under this act are satisfied on or 729 before that date; or 730 (b)When the requirements for perfection are satisfied, if 731 satisfaction occurs after July 1, 2025. 732 Section 17.Section 669.704, Florida Statutes, is created 733 to read: 734 669.704Effectiveness of actions taken before effective 735 date. 736 (1)If action, other than the filing of a financing 737 statement, is taken before July 1, 2025, and the action would 738 have resulted in perfection of the security interest had the 739 security interest become enforceable before July 1, 2025, the 740 action is effective to perfect a security interest that attaches 741 under this part before the adjustment date. An attached security 742 interest becomes unperfected on the adjustment date unless the 743 security interest becomes a perfected security interest under 744 this part before the adjustment date. 745 (2)The filing of a financing statement before July 1, 746 2025, is effective to perfect a security interest on July 1, 747 2025, to the extent the filing would satisfy the requirements 748 for perfection under this part. 749 (3)Action taken before July 1, 2025, is sufficient for the 750 enforceability of a security interest as of July 1, 2025, if the 751 action satisfies the requirements for enforceability under this 752 part. 753 Section 18.Section 669.705, Florida Statutes, is created 754 to read: 755 669.705Priority. 756 (1)Subject to subsections (2) and (3), this section 757 determines the priority of conflicting claims to collateral. 758 (2)Subject to subsection (3), if the priority of claims to 759 collateral was established before July 1, 2025, chapter 679 as 760 in effect before July 1, 2025, determines priority. 761 (3)On the adjustment date, to the extent the priorities 762 determined by chapter 679 as amended by this part modify the 763 priorities established before July 1, 2025, the priorities of 764 claims to Article 12 property and electronic money established 765 before July 1, 2025, cease to apply. 766 Section 19.Section 669.706, Florida Statutes, is created 767 to read: 768 669.706Priority of claims when priority rules of chapter 769 679 do not apply. 770 (1)Subject to subsections (2) and (3), Article 12 771 determines the priority of conflicting claims to Article 12 772 property when the priority rules of chapter 679 as amended by 773 this act do not apply. 774 (2)Subject to subsection (3), when the priority rules of 775 chapter 679 as amended by this act do not apply and the 776 priorities of claims to Article 12 property were established 777 before July 1, 2025, law other than Article 12 determines 778 priority. 779 (3)When the priority rules of chapter 679 as amended by 780 this part do not apply, to the extent the priorities determined 781 by this act modify the priorities established as of July 1, 782 2025, the priorities of claims to Article 12 property 783 established before July 1, 2025, cease to apply on the 784 adjustment date. 785 Section 20.Paragraph (c) of subsection (1) of section 786 670.103, Florida Statutes, is amended to read: 787 670.103Payment order: definitions. 788 (1)In this chapter, the term: 789 (c)Payment order means an instruction of a sender to a 790 receiving bank, transmitted orally or in a record, 791 electronically, or in writing, to pay, or to cause another bank 792 to pay, a fixed or determinable amount of money to a beneficiary 793 if: 794 1.The instruction does not state a condition to payment to 795 the beneficiary other than time of payment; 796 2.The receiving bank is to be reimbursed by debiting an 797 account of, or otherwise receiving payment from, the sender; and 798 3.The instruction is transmitted by the sender directly to 799 the receiving bank or to an agent, funds-transfer system, or 800 communication system for transmittal to the receiving bank. 801 Section 21.Section 670.201, Florida Statutes, is amended 802 to read: 803 670.201Security procedure.For purposes of this section, 804 the term security procedure means a procedure established by 805 agreement of a customer and a receiving bank for the purpose of: 806 (1)Verifying that a payment order or communication 807 amending or canceling a payment order is that of the customer; 808 or 809 (2)Detecting error in the transmission or the content of 810 the payment order or communication. 811 812 A security procedure may impose an obligation on the receiving 813 bank or the customer and may require the use of algorithms or 814 other codes, identifying words, or numbers, symbols, sounds, 815 biometrics, encryption, callback procedures, or similar security 816 devices. Comparison of a signature on a payment order or 817 communication with an authorized specimen signature of the 818 customer or requiring a payment order to be sent from a known e 819 mail address, Internet protocol address, or telephone number is 820 not by itself a security procedure. 821 Section 22.Subsections (2) and (3) of section 670.202, 822 Florida Statutes, are amended, and subsection (6) of that 823 section is republished, to read: 824 670.202Authorized and verified payment orders. 825 (2)If a bank and its customer have agreed that the 826 authenticity of payment orders issued to the bank in the name of 827 the customer as sender will be verified pursuant to a security 828 procedure, a payment order received by the receiving bank is 829 effective as the order of the customer, whether or not 830 authorized, if the security procedure is a commercially 831 reasonable method of providing security against unauthorized 832 payment orders and the bank proves that it accepted the payment 833 order in good faith and in compliance with the banks 834 obligations under the security procedure and any written 835 agreement or instruction of the customer, evidenced by a record, 836 restricting acceptance of payment orders issued in the name of 837 the customer. The bank is not required to follow an instruction 838 that violates an a written agreement with the customer, 839 evidenced by a record, or notice of which is not received at a 840 time and in a manner affording the bank a reasonable opportunity 841 to act on it before the payment order is accepted. 842 (3)The commercial reasonableness of a security procedure 843 is a question of law to be determined by considering the wishes 844 of the customer expressed to the bank; the circumstances of the 845 customer known to the bank, including the size, type, and 846 frequency of payment orders normally issued by the customer to 847 the bank; alternative security procedures offered to the 848 customer; and security procedures in general use by customers 849 and receiving banks similarly situated. A security procedure is 850 deemed to be commercially reasonable if: 851 (a)The security procedure was chosen by the customer after 852 the bank offered, and the customer refused, a security procedure 853 that was commercially reasonable for that customer; and 854 (b)The customer expressly agreed in a record writing to be 855 bound by any payment order, whether or not authorized, issued in 856 its name and accepted by the bank in compliance with the banks 857 obligations under the security procedure chosen by the customer. 858 (6)Except as provided in this section and in s. 859 670.203(1)(a), rights and obligations arising under this section 860 or s. 670.203 may not be varied by agreement. 861 Section 23.Paragraph (a) of subsection (1) of section 862 670.203, Florida Statutes, is amended to read: 863 670.203Unenforceability of certain verified payment 864 orders. 865 (1)If an accepted payment order is not, under s. 866 670.202(1), an authorized order of a customer identified as 867 sender, but is effective as an order of the customer pursuant to 868 s. 670.202(2), the following rules apply: 869 (a)By express written agreement evidenced by a record, the 870 receiving bank may limit the extent to which it is entitled to 871 enforce or retain payment of the payment order. 872 Section 24.Paragraph (b) of subsection (3) of section 873 670.207, Florida Statutes, is amended to read: 874 670.207Misdescription of beneficiary. 875 (3)If a payment order described in subsection (2) is 876 accepted, the originators payment order described the 877 beneficiary inconsistently by name and number, and the 878 beneficiarys bank pays the person identified by number as 879 permitted by paragraph (2)(a), the following rules apply: 880 (b)If the originator is not a bank and proves that the 881 person identified by number was not entitled to receive payment 882 from the originator, the originator is not obliged to pay its 883 order unless the originators bank proves that the originator, 884 before acceptance of the originators order, had notice that 885 payment of a payment order issued by the originator might be 886 made by the beneficiarys bank on the basis of an identifying or 887 bank account number even if it identifies a person different 888 from the named beneficiary. Proof of notice may be made by any 889 admissible evidence. The originators bank satisfies the burden 890 of proof if it proves that the originator, before the payment 891 order was accepted, signed a record writing stating the 892 information to which the notice relates. 893 Section 25.Paragraph (b) of subsection (2) of section 894 670.208, Florida Statutes, is amended to read: 895 670.208Misdescription of intermediary bank or 896 beneficiarys bank. 897 (2)This subsection applies to a payment order identifying 898 an intermediary bank or the beneficiarys bank both by name and 899 an identifying number if the name and number identify different 900 persons. 901 (b)If the sender is not a bank and the receiving bank 902 proves that the sender, before the payment order was accepted, 903 had notice that the receiving bank might rely on the number as 904 the proper identification of the intermediary or beneficiarys 905 bank even if it identifies a person different from the bank 906 identified by name, the rights and obligations of the sender and 907 the receiving bank are governed by paragraph (a), as though the 908 sender were a bank. Proof of notice may be made by any 909 admissible evidence. The receiving bank satisfies the burden of 910 proof if it proves that the sender, before the payment order was 911 accepted, signed a record writing stating the information to 912 which the notice relates. 913 Section 26.Subsection (1) of section 670.21, Florida 914 Statutes, is amended to read: 915 670.21Rejection of payment order. 916 (1)A payment order is rejected by the receiving bank by a 917 notice of rejection transmitted to the sender orally, 918 electronically, or in a record writing. A notice of rejection 919 need not use any particular words and is sufficient if it 920 indicates that the receiving bank is rejecting the order or will 921 not execute or pay the order. Rejection is effective when the 922 notice is given if transmission is by a means that is reasonable 923 in the circumstances. If notice of rejection is given by a means 924 that is not reasonable, rejection is effective when the notice 925 is received. If an agreement of the sender and receiving bank 926 establishes the means to be used to reject a payment order: 927 (a)Any means complying with the agreement is reasonable; 928 and 929 (b)Any means not complying is not reasonable unless no 930 significant delay in receipt of the notice resulted from the use 931 of the noncomplying means. 932 Section 27.Subsection (1) of section 670.211, Florida 933 Statutes, is amended to read: 934 670.211Cancellation and amendment of payment order. 935 (1)A communication of the sender of a payment order 936 canceling or amending the order may be transmitted to the 937 receiving bank orally, electronically, or in a record writing. 938 If a security procedure is in effect between the sender and the 939 receiving bank, the communication is not effective to cancel or 940 amend the order unless the communication is verified pursuant to 941 the security procedure or the bank agrees to the cancellation or 942 amendment. 943 Section 28.Subsections (3) and (4) of section 670.305, 944 Florida Statutes, are amended to read: 945 670.305Liability for late or improper execution or failure 946 to execute payment order. 947 (3)In addition to the amounts payable under subsections 948 (1) and (2), damages, including consequential damages, are 949 recoverable to the extent provided in an express written 950 agreement of the receiving bank, evidenced by a record. 951 (4)If a receiving bank fails to execute a payment order it 952 was obliged by express agreement to execute, the receiving bank 953 is liable to the sender for its expenses in the transaction and 954 for incidental expenses and interest losses resulting from the 955 failure to execute. Additional damages, including consequential 956 damages, are recoverable to the extent provided in an express 957 written agreement of the receiving bank, evidenced by a record, 958 but are not otherwise recoverable. 959 Section 29.Part VI of chapter 670, Florida Statutes, 960 consisting of s. 670.601, Florida Statutes, is created and 961 entitled Transitional Provisions. 962 Section 30.Section 670.601, Florida Statutes, is created 963 to read: 964 670.601Saving clause.Except as provided in ss. 669.501 965 669.706, a transaction validly entered into before July 1, 2025, 966 and the rights, duties, and interests flowing from such 967 transaction remain valid thereafter and may be terminated, 968 completed, consummated, or enforced as required or permitted by 969 law other than the Uniform Commercial Code or, if applicable, 970 the Uniform Commercial Code as though this act had not taken 971 effect. 972 Section 31.Subsection (1) of section 671.101, Florida 973 Statutes, is amended to read: 974 671.101Short title; scope of chapter. 975 (1)Chapters 669-680 670-680 may be cited as the Uniform 976 Commercial Code or code. 977 Section 32.Present paragraphs (a) through (g) of 978 subsection (2) of section 671.105, Florida Statutes, are 979 redesignated as paragraphs (b) through (h), respectively, a new 980 paragraph (a) is added to that subsection, and present 981 paragraphs (d) and (e) of that subsection are reenacted, to 982 read: 983 671.105Territorial application of the code; parties power 984 to choose applicable law. 985 (2)When one of the following provisions of this code 986 specifies the applicable law, that provision governs; and a 987 contrary agreement is effective only to the extent permitted by 988 the law (including the conflict-of-laws rules) so specified: 989 (a)Governing law in the chapter on controllable electronic 990 records. (s. 669.107). 991 (e)(d)Applicability of the chapter on letters of credit. 992 (s. 675.116) 993 (f)(e)Applicability of the chapter on investment 994 securities. (s. 678.1101) 995 Section 33.Section 671.107, Florida Statutes, is amended 996 to read: 997 671.107Waiver or renunciation of claim or right after 998 breach.A claim or right arising out of an alleged breach can be 999 discharged in whole or in part without consideration by 1000 agreement of the aggrieved party in a signed an authenticated 1001 record. 1002 Section 34.Present subsections (18) through (47) of 1003 section 671.201, Florida Statutes, are redesignated as 1004 subsections (19) through (48), respectively, a new subsection 1005 (18) is added to that section, and subsections (11) and (16) and 1006 present subsections (22), (26), (27), (31), (40), and (41) of 1007 that section are amended, to read: 1008 671.201General definitions.Unless the context otherwise 1009 requires, words or phrases defined in this section, or in the 1010 additional definitions contained in other chapters of this code 1011 which apply to particular chapters or parts thereof, have the 1012 meanings stated. Subject to definitions contained in other 1013 chapters of this code which apply to particular chapters or 1014 parts thereof, the term: 1015 (11)Conspicuous, with reference to a term, means so 1016 written, displayed, or presented that, based on the totality of 1017 the circumstances, a reasonable person against which it is to 1018 operate ought to have noticed it. Whether a term is 1019 conspicuous is a decision for the court. Conspicuous terms 1020 include the following: 1021 (a)A heading in capitals equal to or greater in size than 1022 the surrounding text, or in contrasting type, font, or color to 1023 the surrounding text of the same or lesser size; and 1024 (b)Language in the body of a record or display in larger 1025 type than the surrounding text or set off from surrounding text 1026 of the same size by symbols or other marks that call attention 1027 to the language. 1028 (16)Delivery, with respect to an electronic document of 1029 title, means voluntary transfer of control and, delivery, with 1030 respect to instruments, tangible document of title, or an 1031 authoritative tangible copy of a record evidencing chattel 1032 paper, or certificated securities, means voluntary transfer of 1033 possession. 1034 (18)Electronic means relating to technology having 1035 electrical, digital, magnetic, wireless, optical, 1036 electromagnetic, or similar capabilities. 1037 (23)(22)Holder means: 1038 (a)The person in possession of a negotiable instrument 1039 that is payable either to bearer or to an identified person that 1040 is the person in possession; 1041 (b)The person in possession of a negotiable tangible 1042 document of title if the goods are deliverable either to bearer 1043 or to the order of the person in possession; or 1044 (c)The person in control, other than pursuant to s. 1045 677.106(7), of a negotiable electronic document of title. 1046 (27)(26)Subject to subsection (29) (28), a person has 1047 notice of a fact if the person: 1048 (a)Has actual knowledge of it; 1049 (b)Has received a notice or notification of it; or 1050 (c)From all the facts and circumstances known to the 1051 person at the time in question, has reason to know that it 1052 exists. A person knows or has knowledge of a fact when the 1053 person has actual knowledge of it. Discover or learn or a 1054 word or phrase of similar import refers to knowledge rather than 1055 to reason to know. The time and circumstances under which a 1056 notice or notification may cease to be effective are not 1057 determined by this section. 1058 (28)(27)A person notifies or gives a notice or 1059 notification to another person by taking such steps as may be 1060 reasonably required to inform the other person in ordinary 1061 course, whether or not the other person actually comes to know 1062 of it. Subject to subsection (29) (28), a person receives a 1063 notice or notification when: 1064 (a)It comes to that persons attention; or 1065 (b)It is duly delivered in a form reasonable under the 1066 circumstances at the place of business through which the 1067 contract was made or at another location held out by that person 1068 as the place for receipt of such communications. 1069 (32)(31)Person means an individual; corporation; 1070 business trust; estate; trust; partnership; limited liability 1071 company; association; joint venture; government; governmental 1072 subdivision, agency, or instrumentality; public corporation; or 1073 any other legal or commercial entity. The term includes a 1074 protected series, however denominated, of an entity if the 1075 protected series is established under law other than the Uniform 1076 Commercial Code which limits, or conditionally limits if 1077 conditions specified under the law are satisfied, the ability of 1078 a creditor of the entity or of any other protected series of the 1079 entity to satisfy a claim from assets of the protected series. 1080 (41)(40)Send, in connection with a writing, record, or 1081 notification notice, means: 1082 (a)To deposit in the mail, or deliver for transmission, or 1083 transmit by any other usual means of communication, with postage 1084 or cost of transmission provided for and properly addressed and, 1085 in the case of an instrument, to an address specified thereon or 1086 otherwise agreed or, if there be none, to any address reasonable 1087 under the circumstances; or 1088 (b)To cause the record or notification to be received 1089 within the time it would have been received if properly sent 1090 under paragraph (a) In any other way to cause to be received any 1091 record or notice within the time it would have arrived if 1092 properly sent. 1093 (42)(41)Sign, signing, signed, or signature means, 1094 with present intent to authenticate or adopt a record, to: 1095 (a)Execute or adopt a tangible symbol; or 1096 (b)Attach to or logically associate with the record an 1097 electronic symbol, sound, or process means bearing any symbol 1098 executed or adopted by a party with present intention to adopt 1099 or accept a writing. 1100 Section 35.Section 671.211, Florida Statutes, is amended 1101 to read: 1102 671.211Value.Except as otherwise provided with respect to 1103 negotiable instruments and bank collections as provided in 1104 chapter 669 and ss. 673.3031, 674.2101, and 674.2111, a person 1105 gives value for rights if the person acquires them: 1106 (1)In return for a binding commitment to extend credit or 1107 for the extension of immediately available credit whether or not 1108 drawn upon and whether or not a charge-back is provided for in 1109 the event of difficulties in collection; 1110 (2)As security for, or in total or partial satisfaction 1111 of, a preexisting claim; 1112 (3)By accepting delivery under a preexisting contract for 1113 purchase; or 1114 (4)In return for any consideration sufficient to support a 1115 simple contract. 1116 Section 36.Part IV of chapter 671, Florida Statutes, 1117 consisting of s. 671.401, Florida Statutes, is created and 1118 entitled Transitional Provisions. 1119 Section 37.Section 671.401, Florida Statutes, is created 1120 to read: 1121 671.401Saving clause.Except as provided in ss. 669.501 1122 669.706, a transaction validly entered into before July 1, 2025, 1123 and the rights, duties, and interests flowing from such 1124 transaction remain valid thereafter and may be terminated, 1125 completed, consummated, or enforced as required or permitted by 1126 law other than the Uniform Commercial Code or, if applicable, by 1127 the Uniform Commercial Code as though this act had not taken 1128 effect. 1129 Section 38.Section 672.102, Florida Statutes, is amended 1130 to read: 1131 672.102Scope; certain security and other transactions 1132 excluded from this chapter. 1133 (1)Unless the context otherwise requires, and except as 1134 provided in subsection (2), this chapter applies to transactions 1135 in goods and, in the case of a hybrid transaction: 1136 (a)If the sale-of-goods aspects do not predominate, only 1137 those provisions of this chapter which relate primarily to the 1138 sale-of-goods aspects of the transaction apply, and those 1139 provisions that relate primarily to the transaction as a whole 1140 do not apply. 1141 (b)If the sale-of-goods aspects predominate, this chapter 1142 applies to the transaction but does not preclude application in 1143 appropriate circumstances of other law to aspects of the 1144 transaction which do not relate to the sale of goods. 1145 (2)This chapter does not do the following: 1146 (a)Apply to a transaction that, even though in the form of 1147 an unconditional contract to sell or present sale, operates only 1148 to create a security interest. 1149 (b)Impair or repeal a statute regulating sales to 1150 consumers, farmers, or other specified classes of buyers; it 1151 does not apply to any transaction which although in the form of 1152 an unconditional contract to sell or present sale is intended to 1153 operate only as a security transaction nor does this chapter 1154 impair or repeal any statute regulating sales to consumers, 1155 farmers or other specified classes of buyers. 1156 Section 39.Section 672.106, Florida Statutes, is amended 1157 to read: 1158 672.106Definitions: contract; agreement; contract for 1159 sale; sale; present sale; conforming to contract; 1160 termination; cancellation.; hybrid transaction. 1161 (1)In this chapter, unless the context clearly requires 1162 otherwise, the meaning of the terms requires contract and 1163 agreement is are limited to those contracts and agreements 1164 relating to the present or future sale of goods. The term 1165 contract for sale includes both a present sale of goods and a 1166 contract to sell goods at a future time. A sale consists in 1167 the passing of title from the seller to the buyer for a price 1168 (s. 672.401). A present sale means a sale which is 1169 accomplished by the making of the contract. 1170 (2)Goods or conduct including any part of a performance 1171 are conforming or conform to the contract when they are in 1172 accordance with the obligations under the contract. 1173 (3)Termination occurs when either party pursuant to a 1174 power created by agreement or law puts an end to the contract 1175 otherwise than for its breach. Upon On termination, all 1176 obligations that which are still executory on both sides are 1177 discharged but any right based on prior breach or performance 1178 survives. 1179 (4)Cancellation occurs when either party puts an end to 1180 the contract for breach by the other and its effect is the same 1181 as that of termination except that the canceling party also 1182 retains any remedy for breach of the whole contract or any 1183 unperformed balance. 1184 (5)The term hybrid transaction means a single 1185 transaction involving a sale of goods and any of the following: 1186 (a)The provision of services. 1187 (b)A lease of other goods. 1188 (c)A sale, lease, or license of property other than goods. 1189 Section 40.Subsections (1) and (2) of section 672.201, 1190 Florida Statutes, are amended to read: 1191 672.201Formal requirements; statute of frauds. 1192 (1)Except as otherwise provided in this section a contract 1193 for the sale of goods for the price of $500 or more is not 1194 enforceable by way of action or defense unless there is a record 1195 some writing sufficient to indicate that a contract for sale has 1196 been made between the parties and signed by the party against 1197 whom enforcement is sought or by the partys his or her 1198 authorized agent or broker. A record writing is not insufficient 1199 because it omits or incorrectly states a term agreed upon but 1200 the contract is not enforceable under this subsection paragraph 1201 beyond the quantity of goods shown in the record such writing. 1202 (2)Between merchants if within a reasonable time a record 1203 writing in confirmation of the contract and sufficient against 1204 the sender is received and the party receiving it has reason to 1205 know its contents, it satisfies the requirements of subsection 1206 (1) against the such party unless written notice in a record of 1207 objection to its contents is given within 10 days after it is 1208 received. 1209 Section 41.Section 672.202, Florida Statutes, is amended 1210 to read: 1211 672.202Final written expression; parol or extrinsic 1212 evidence.Terms with respect to which the confirmatory memoranda 1213 of the parties agree or which are otherwise set forth in a 1214 record writing intended by the parties as a final expression of 1215 their agreement with respect to such terms as are included 1216 therein may not be contradicted by evidence of any prior 1217 agreement or of a contemporaneous oral agreement but may be 1218 explained or supplemented: 1219 (1)By course of dealing or usage of trade (s. 671.205) or 1220 by course of performance (s. 672.208); and 1221 (2)By evidence of consistent additional terms unless the 1222 court finds the record writing to have been intended also as a 1223 complete and exclusive statement of the terms of the agreement. 1224 Section 42.Section 672.203, Florida Statutes, is amended 1225 to read: 1226 672.203Seals inoperative.The affixing of a seal to a 1227 record writing evidencing a contract for sale or an offer to buy 1228 or sell goods does not constitute a record the writing a sealed 1229 instrument and the law with respect to sealed instruments does 1230 not apply to such a contract or offer. 1231 Section 43.Section 672.205, Florida Statutes, is amended 1232 to read: 1233 672.205Firm offers.An offer by a merchant to buy or sell 1234 goods in a signed record writing which by its terms gives 1235 assurance that it will be held open is not revocable, for lack 1236 of consideration, during the time stated or if no time is stated 1237 for a reasonable time, but in no event may such period of 1238 irrevocability exceed 3 months; but any such term of assurance 1239 on a form supplied by the offeree must be separately signed by 1240 the offeror. 1241 Section 44.Subsection (2) of section 672.209, Florida 1242 Statutes, is amended to read: 1243 672.209Modification, rescission, and waiver. 1244 (2)A signed agreement which excludes modification or 1245 rescission except by a signed writing or other signed record 1246 cannot be otherwise modified or rescinded, but except as between 1247 merchants such a requirement on a form supplied by the merchant 1248 must be separately signed by the other party. 1249 Section 45.Part VIII of chapter 672, Florida Statutes, 1250 consisting of s. 672.801, Florida Statutes, is created and 1251 entitled Transitional Provisions. 1252 Section 46.Section 672.801, Florida Statutes, is created 1253 to read: 1254 672.801Saving clause.Except as provided in ss. 669.501 1255 669.706, a transaction validly entered into before July 1, 2025, 1256 and the rights, duties, and interests flowing from such 1257 transaction remain valid thereafter and may be terminated, 1258 completed, consummated, or enforced as required or permitted by 1259 law other than the Uniform Commercial Code or, if applicable, by 1260 the Uniform Commercial Code as though this act had not taken 1261 effect. 1262 Section 47.Subsection (1) of section 673.1041, Florida 1263 Statutes, is amended to read: 1264 673.1041Negotiable instrument. 1265 (1)Except as provided in subsections (3), (4), and (11), 1266 the term negotiable instrument means an unconditional promise 1267 or order to pay a fixed amount of money, with or without 1268 interest or other charges described in the promise or order, if 1269 it: 1270 (a)Is payable to bearer or to order at the time it is 1271 issued or first comes into possession of a holder; 1272 (b)Is payable on demand or at a definite time; and 1273 (c)Does not state any other undertaking or instruction by 1274 the person promising or ordering payment to do any act in 1275 addition to the payment of money, but the promise or order may 1276 contain: 1277 1.An undertaking or power to give, maintain, or protect 1278 collateral to secure payment; 1279 2.An authorization or power to the holder to confess 1280 judgment or realize on or dispose of collateral; or 1281 3.A waiver of the benefit of any law intended for the 1282 advantage or protection of an obligor; 1283 4.A term that specifies the law that governs the promise 1284 or order; or 1285 5.An undertaking to resolve, in a specified forum, a 1286 dispute concerning the promise or order. 1287 Section 48.Subsection (1) of section 673.1051, Florida 1288 Statutes, is amended to read: 1289 673.1051Issue of instrument. 1290 (1)The term issue means: 1291 (a)The first delivery of an instrument by the maker or 1292 drawer, whether to a holder or nonholder, for the purpose of 1293 giving rights on the instrument to any person; or 1294 (b)If agreed to by the payee, the first transmission by 1295 the drawer to the payee of an image of an item and information 1296 derived from the item which enables the depositary bank to 1297 collect the item under federal law by transferring or presenting 1298 an electronic check. 1299 Section 49.Section 673.4011, Florida Statutes, is amended 1300 to read: 1301 673.4011Signature. 1302 (1)A person is not liable on an instrument unless: 1303 (a)the person signed the instrument; or 1304 (b)the person is represented by an agent or representative 1305 who signed the instrument, and the signature is binding on the 1306 represented person under s. 673.4021. 1307 (2)A signature may be made: 1308 (a)Manually or by means of a device or machine; and 1309 (b)By the use of any name, including a trade or assumed 1310 name, or by a word, mark, or symbol executed or adopted by a 1311 person with present intention to authenticate a writing. 1312 Section 50.Subsection (1) of section 673.6041, Florida 1313 Statutes, is amended to read: 1314 673.6041Discharge by cancellation or renunciation. 1315 (1)A person entitled to enforce an instrument, with or 1316 without consideration, may discharge the obligation of a party 1317 to pay the instrument: 1318 (a)By an intentional voluntary act, such as: 1319 1.Surrender of the instrument to the party; 1320 2.Destruction, mutilation, or cancellation of the 1321 instrument; 1322 3.Cancellation or striking out of the partys signature; 1323 or 1324 4.Addition of words to the instrument indicating 1325 discharge; or 1326 (b)By agreeing not to sue or otherwise renouncing rights 1327 against the party by a signed writing. 1328 1329 The obligation of a party to pay a check is not discharged 1330 solely by destruction of the check in connection with a process 1331 that involves the extraction of information from the check and 1332 an image of the check is made and, subsequently, the information 1333 and image are transmitted for payment. 1334 Section 51.Part VII of chapter 673, Florida Statutes, 1335 consisting of s. 673.702, Florida Statutes, is created and 1336 entitled Transitional Provisions. 1337 Section 52.Section 673.702, Florida Statutes, is created 1338 to read: 1339 673.702Savings clause.Except as provided in ss. 669.501 1340 669.706, a transaction validly entered into before July 1, 2025, 1341 and the rights, duties, and interests flowing from such 1342 transaction remain valid thereafter and may be terminated, 1343 completed, consummated, or enforced as required or permitted by 1344 law other than the Uniform Commercial Code or, if applicable, by 1345 the Uniform Commercial Code as though this act had not taken 1346 effect. 1347 Section 53.Section 675.104, Florida Statutes, is amended 1348 to read: 1349 675.104Formal requirements.A letter of credit, 1350 confirmation, advice, transfer, amendment, or cancellation may 1351 be issued in any form that is a signed record and is 1352 authenticated by a signature or in accordance with the agreement 1353 of the parties or the standard practice referred to in s. 1354 675.108(5). 1355 Section 54.Section 675.116, Florida Statutes, is amended 1356 to read: 1357 675.116Choice of law and forum. 1358 (1)The liability of an issuer, nominated person, or 1359 adviser for action or omission is governed by the law of the 1360 jurisdiction chosen by an agreement in the form of a record 1361 signed or otherwise authenticated by the affected parties in the 1362 manner provided in s. 675.104 or by a provision in the persons 1363 letter of credit, confirmation, or other undertaking. The 1364 jurisdiction whose law is chosen need not bear any relation to 1365 the transaction. 1366 (2)Unless subsection (1) applies, the liability of an 1367 issuer, nominated person, or adviser for action or omission is 1368 governed by the law of the jurisdiction in which the person is 1369 located. The person is considered to be located at the address 1370 indicated in the persons undertaking. If more than one address 1371 is indicated, the person is considered to be located at the 1372 address from which the persons undertaking was issued. 1373 (a)For the purpose of jurisdiction, choice of law, and 1374 recognition of interbranch letters of credit, but not 1375 enforcement of a judgment, all branches of a bank are considered 1376 separate juridical entities and a bank is considered to be 1377 located at the place where its relevant branch is considered to 1378 be located under paragraph (b) this subsection. 1379 (b)A bank branch is considered to be located at the 1380 address indicated in the branchs undertaking. If more than one 1381 address is indicated, the branch is considered to be located at 1382 the address from which the undertaking was issued. 1383 (c)(3)Except as otherwise provided in this paragraph 1384 subsection, the liability of an issuer, nominated person, or 1385 adviser is governed by any rules of custom or practice, such as 1386 the Uniform Customs and Practice for Documentary Credits, to 1387 which the letter of credit, confirmation, or other undertaking 1388 is expressly made subject. If this chapter governs the liability 1389 of an issuer, nominated person, or adviser under subsection (1) 1390 or this subsection (2), the relevant undertaking incorporates 1391 rules of custom or practice, and there is conflict between this 1392 chapter and such rules as applied to that undertaking, such 1393 rules govern except to the extent of any conflict with the 1394 nonvariable provisions specified in s. 675.102(3). 1395 (3)(4)This chapter governs to the extent of any conflict 1396 between this chapter and chapter 670, chapter 673, chapter 674, 1397 or chapter 679. 1398 (4)(5)The forum for settling disputes arising out of an 1399 undertaking within this chapter may be chosen in the manner and 1400 with the binding effect that governing law may be chosen in 1401 accordance with subsection (1). 1402 Section 55.Section 675.119, Florida Statutes, is created 1403 to read: 1404 675.119Saving clause.Except as provided in ss. 669.501 1405 669.706, a transaction validly entered into before July 1, 2025, 1406 and the rights, duties, and interests flowing from such 1407 transaction remain valid thereafter and may be terminated, 1408 completed, consummated, or enforced as required or permitted by 1409 law other than the Uniform Commercial Code or, if applicable, by 1410 the Uniform Commercial Code as though this act had not taken 1411 effect. 1412 Section 56.Paragraphs (j) and (l) of subsection (1) of 1413 section 677.102, Florida Statutes, are amended to read: 1414 677.102Definitions and index of definitions. 1415 (1)In this chapter, unless the context otherwise requires: 1416 (j)Record means information that is inscribed on a 1417 tangible medium or that is stored in an electronic or other 1418 medium and is retrievable in perceivable form. 1419 (l)Sign means, with present intent to authenticate or 1420 adopt a record: 1421 1.To execute or adopt a tangible symbol; or 1422 2.To attach to or logically associate with the record an 1423 electronic sound, symbol, or process. 1424 Section 57.Subsection (2) of section 677.106, Florida 1425 Statutes, is amended, and subsections (3) through (9) are added 1426 to that section, to read: 1427 677.106Control of electronic document of title. 1428 (2)A system satisfies subsection (1), and a person has is 1429 deemed to have control of an electronic document of title, if 1430 the document is created, stored, and transferred assigned in a 1431 manner that: 1432 (a)A single authoritative copy of the document exists 1433 which is unique, identifiable, and, except as otherwise provided 1434 in paragraphs (d), (e), and (f), unalterable; 1435 (b)The authoritative copy identifies the person asserting 1436 control as: 1437 1.The person to which the document was issued; or 1438 2.If the authoritative copy indicates that the document 1439 has been transferred, the person to which the document was most 1440 recently transferred; 1441 (c)The authoritative copy is communicated to and 1442 maintained by the person asserting control or its designated 1443 custodian; 1444 (d)Copies or amendments that add or change an identified 1445 transferee assignee of the authoritative copy can be made only 1446 with the consent of the person asserting control; 1447 (e)Each copy of the authoritative copy and any copy of a 1448 copy is readily identifiable as a copy that is not the 1449 authoritative copy; and 1450 (f)Any amendment of the authoritative copy is readily 1451 identifiable as authorized or unauthorized. 1452 (3)A system satisfies subsection (1), and a person has 1453 control of an electronic document of title, if an authoritative 1454 electronic copy of the document, a record attached to or 1455 logically associated with the electronic copy, or a system in 1456 which the electronic copy is recorded: 1457 (a)Enables the person to readily identify each electronic 1458 copy as either an authoritative copy or a nonauthoritative copy; 1459 (b)Enables the person to readily identify itself in any 1460 way, including by name, identifying number, cryptographic key, 1461 office, or account number, as the person to which each 1462 authoritative electronic copy was issued or transferred; and 1463 (c)Gives the person exclusive power, subject to subsection 1464 (4), to: 1465 1.Prevent others from adding or changing the person to 1466 which each authoritative electronic copy has been issued or 1467 transferred; and 1468 2.Transfer control of each authoritative electronic copy. 1469 (4)Subject to subsection (5), a power is exclusive under 1470 subparagraphs (3)(c)1. and 2. even if: 1471 (a)The authoritative electronic copy, a record attached to 1472 or logically associated with the authoritative electronic copy, 1473 or a system in which the authoritative electronic copy is 1474 recorded limits the use of the document of title or has a 1475 protocol that is programmed to cause a change, including a 1476 transfer or loss of control; or 1477 (b)The power is shared with another person. 1478 (5)A power of a person is not shared with another person 1479 under paragraph (4)(b) and the persons power is not exclusive 1480 if: 1481 (a)The person can exercise the power only if the power 1482 also is exercised by the other person; and 1483 (b)The other person: 1484 1.Can exercise the power without exercise of the power by 1485 the person; or 1486 2.Is the transferor to the person of an interest in the 1487 document of title. 1488 (6)If a person has the powers specified in subparagraphs 1489 (3)(c)1. and 2., the powers are presumed to be exclusive. 1490 (7)A person has control of an electronic document of title 1491 if another person, other than the transferor to the person of an 1492 interest in the document: 1493 (a)Has control of the document and acknowledges that it 1494 has control on behalf of the person; or 1495 (b)Obtains control of the document after having 1496 acknowledged that it will obtain control of the document on 1497 behalf of the person. 1498 (8)A person that has control as provided under this 1499 section is not required to acknowledge that it has control on 1500 behalf of another person. 1501 (9)If a person acknowledges that it has or will obtain 1502 control on behalf of another person, unless the person otherwise 1503 agrees or law other than this chapter or chapter 679 otherwise 1504 provides, the person does not owe any duty to the other person 1505 and is not required to confirm the acknowledgment to any other 1506 person. 1507 Section 58.Part VII of chapter 677, Florida Statutes, 1508 consisting of s. 677.701, Florida Statutes, is created and 1509 entitled Transitional Provisions. 1510 Section 59.Section 677.701, Florida Statutes, is created 1511 to read: 1512 677.701Saving clause.Except as provided in ss. 669.501 1513 669.706, a transaction validly entered into before July 1, 2025, 1514 and the rights, duties, and interests flowing from such 1515 transaction remain valid thereafter and may be terminated, 1516 completed, consummated, or enforced as required or permitted by 1517 law other than the Uniform Commercial Code or, if applicable, by 1518 the Uniform Commercial Code as though this act had not have 1519 taken effect. 1520 Section 60.Paragraph (f) of subsection (1) and subsection 1521 (2) of section 678.1021, Florida Statutes, are amended, and 1522 paragraph (i) of subsection (1) of that section is republished, 1523 to read: 1524 678.1021Definitions. 1525 (1)In this chapter: 1526 (f)Communicate means to: 1527 1.Send a signed record writing; or 1528 2.Transmit information by any mechanism agreed upon by the 1529 persons transmitting and receiving the information. 1530 (i)Financial asset, except as otherwise provided in s. 1531 678.1031, means: 1532 1.A security; 1533 2.An obligation of a person or a share, participation, or 1534 other interest in a person or in property or an enterprise of a 1535 person, which is, or is of a type, dealt in or traded on 1536 financial markets, or which is recognized in any area in which 1537 it is issued or dealt in as a medium for investment; or 1538 3.Any property that is held by a securities intermediary 1539 for another person in a securities account if the securities 1540 intermediary has expressly agreed with the other person that the 1541 property is to be treated as a financial asset under this 1542 chapter. As context requires, the term means either the interest 1543 itself or the means by which a persons claim to it is 1544 evidenced, including a certificated or uncertificated security, 1545 a security certificate, or a security entitlement. 1546 (2)The following Other definitions in applying to this 1547 chapter and other chapters apply to this section the sections in 1548 which they appear are: 1549 Appropriate person, s. 678.1071. 1550 Control, s. 678.1061. 1551 Controllable account, s. 679.1021. 1552 Controllable electronic record, s. 669.102. 1553 Controllable payment intangible, s. 679.1021. 1554 Delivery, s. 678.3011. 1555 Investment company security, s. 678.1031(2). 1556 Issuer, s. 678.2011. 1557 Overissue, s. 678.2101. 1558 Protected purchaser, s. 678.3031. 1559 Securities account, s. 678.5011. 1560 Section 61.Subsection (6) of section 678.1031, Florida 1561 Statutes, is amended, and subsection (8) is added to that 1562 section, to read: 1563 678.1031Rules for determining whether certain obligations 1564 and interests are securities or financial assets. 1565 (6)A commodity contract, as defined in s. 679.1021(1) s. 1566 679.1021(1)(o), is not a security or a financial asset. 1567 (8)A controllable account, controllable electronic record, 1568 or controllable payment intangible is not a financial asset 1569 unless s. 678.1021(1)(i) applies. 1570 Section 62.Subsection (4) of section 678.1061, Florida 1571 Statutes, is amended, and subsections (8) and (9) are added to 1572 that section, to read: 1573 678.1061Control. 1574 (4)A purchaser has control of a security entitlement if: 1575 (a)The purchaser becomes the entitlement holder; 1576 (b)The securities intermediary has agreed that it will 1577 comply with entitlement orders originated by the purchaser 1578 without further consent by the entitlement holder; or 1579 (c)Another person, other than the transferor to the 1580 purchaser of an interest in the security entitlement: 1581 1.Has control of the security entitlement and acknowledges 1582 that it has control on behalf of the purchaser; or 1583 2.Obtains control of the security entitlement after having 1584 acknowledged that it will obtain control of the security 1585 entitlement on behalf of the purchaser has control of the 1586 security entitlement on behalf of the purchaser or, having 1587 previously acquired control of the security entitlement, 1588 acknowledges that the person has control on behalf of the 1589 purchaser. 1590 (8)A person that has control under this section is not 1591 required to acknowledge that it has control on behalf of a 1592 purchaser. 1593 (9)If a person acknowledges that it has or will obtain 1594 control on behalf of a purchaser unless the person otherwise 1595 agrees, or law other than this section or chapter 679 otherwise 1596 provides, the person does not owe any duty to the purchaser and 1597 is not required to confirm the acknowledgment to any other 1598 person. 1599 Section 63.Subsection (7) is added to section 678.1101, 1600 Florida Statutes, to read: 1601 678.1101Applicability; choice of law. 1602 (7)The local law of the issuers jurisdiction or the 1603 securities intermediarys jurisdiction governs a matter or 1604 transaction specified in subsection (1) or subsection (2) even 1605 if the matter or transaction does not bear any relation to the 1606 jurisdiction. 1607 Section 64.Subsection (2) of section 678.3031, Florida 1608 Statutes, is amended to read: 1609 678.3031Protected purchaser. 1610 (2)In addition to acquiring the rights of a purchaser, A 1611 protected purchaser also acquires its interest in the security 1612 free of any adverse claim. 1613 Section 65.Part VI of chapter 678, Florida Statutes, 1614 consisting of s. 678.601, Florida Statutes, is created and 1615 entitled Transitional Provisions. 1616 Section 66.Section 678.601, Florida Statutes, is created 1617 to read: 1618 678.601Saving clause.Except as provided in ss. 669.501 1619 669.706, a transaction validly entered into before July 1, 2025, 1620 and the rights, duties, and interests flowing from such 1621 transaction remain valid thereafter and may be terminated, 1622 completed, consummated, or enforced as required or permitted by 1623 law other than the Uniform Commercial Code, or if applicable, by 1624 the Uniform Commercial Code as though this act had not taken 1625 effect. 1626 Section 67.Present paragraphs (h) through (aa), (bb) 1627 through (bbb), (ccc) through (uuu), and (www) through (bbbb) of 1628 subsection (1) of section 679.1021, Florida Statutes, are 1629 redesignated as paragraphs (i) through (bb), (ee) through (eee), 1630 (ggg) through (yyy), and (zzz) through (eeee), respectively, new 1631 paragraphs (h), (cc), (dd), and (fff) are added to that 1632 subsection, and paragraphs (b), (c), (d), and (g) and present 1633 paragraphs (k), (ee), (pp), (uu), (iii), (nnn), (vvv), and (zzz) 1634 of subsection (1) and subsection (2) of that section are 1635 amended, to read: 1636 679.1021Definitions and index of definitions. 1637 (1)In this chapter, the term: 1638 (b)Account, except as used in account for, account 1639 statement, account to, commodity account as used in 1640 paragraph (o), customer account, deposit account as used in 1641 paragraph (ff), on account of, and statement of account, 1642 means a right to payment of a monetary obligation, regardless of 1643 whether or not earned by performance, for property that has been 1644 or is to be sold, leased, licensed, assigned, or otherwise 1645 disposed of; for services rendered or to be rendered; for a 1646 policy of insurance issued or to be issued; for a secondary 1647 obligation incurred or to be incurred; for energy provided or to 1648 be provided; for the use or hire of a vessel under a charter or 1649 other contract; arising out of the use of a credit or charge 1650 card or information contained on or for use with the card; or as 1651 winnings in a lottery or other game of chance operated or 1652 sponsored by a state, governmental unit of a state, or person 1653 licensed or authorized to operate the game by a state or 1654 governmental unit of a state. The term includes controllable 1655 accounts and health-care-insurance receivables. The term does 1656 not include rights to payment evidenced by chattel paper or an 1657 instrument; commercial tort claims; deposit accounts; investment 1658 property; letter-of-credit rights or letters of credit; or 1659 rights to payment for money or funds advanced or sold, other 1660 than rights arising out of the use of a credit or charge card or 1661 information contained on or for use with the card; or rights to 1662 payment evidenced by an instrument. 1663 (c)Account debtor means a person obligated on an 1664 account, chattel paper, or general intangible. The term does not 1665 include persons obligated to pay a negotiable instrument, even 1666 if the negotiable instrument evidences constitutes part of 1667 chattel paper. 1668 (d)Accounting, except as used in the term accounting 1669 for, means a record: 1670 1.Signed Authenticated by a secured party; 1671 2.Indicating the aggregate unpaid secured obligations as 1672 of a date not more than 35 days earlier or 35 days later than 1673 the date of the record; and 1674 3.Identifying the components of the obligations in 1675 reasonable detail. 1676 (g)Assignee, except as used in assignee for benefit of 1677 creditors, means a person: 1678 1.In whose favor a security interest that secures an 1679 obligation is created or provided for under a security 1680 agreement, regardless of whether the obligation is outstanding; 1681 or 1682 2.To which an account, chattel paper, payment intangible, 1683 or promissory note has been sold. 1684 1685 The term includes a person to which a security interest has been 1686 transferred by a secured party. 1687 (h)Assignor means a person that: 1688 1.Under a security agreement creates or provides for a 1689 security interest that secures an obligation; or 1690 2.Sells an account, chattel paper, payment intangible, or 1691 promissory note. 1692 1693 The term includes a secured party that has transferred a 1694 security interest to another person Authenticate means: 1695 1.To sign; or 1696 2.With the present intent to adopt or accept a record, to 1697 attach to or logically associate with the record an electronic 1698 sound, symbol, or process. 1699 (l)(k)Chattel paper means: 1700 1.A right to payment of a monetary obligation secured by 1701 specific goods, if the right to payment and security agreement 1702 are evidenced by a record; or 1703 2.A right to payment of a monetary obligation owed by a 1704 lessee under a lease agreement with respect to specific goods 1705 and a monetary obligation owed by the lessee in connection with 1706 the transaction giving rise to the lease, if: 1707 a.The right to payment and lease agreement are evidenced 1708 by a record; and 1709 b.The predominant purpose of the transaction giving rise 1710 to the lease was to give the lessee the right to possession and 1711 use of the goods. 1712 1713 The term does not include a right to payment arising out of a 1714 charter or other contract involving the use or hire of a vessel 1715 or a right to payment arising out of the use of a credit or 1716 charge card or information contained on or for use with the card 1717 a record or records that evidence both a monetary obligation and 1718 a security interest in specific goods, a security interest in 1719 specific goods and software used in the goods, a security 1720 interest in specific goods and license of software used in the 1721 goods, a lease of specific goods, or a lease of specific goods 1722 and license of software used in the goods. In this paragraph, 1723 monetary obligation means a monetary obligation secured by the 1724 goods or owed under a lease of the goods and includes a monetary 1725 obligation with respect to software used in the goods. The term 1726 does not include charters or other contracts involving the use 1727 or hire of a vessel or records that evidence a right to payment 1728 arising out of the use of a credit or charge card or information 1729 contained on or for use with the card. If a transaction is 1730 evidenced by records that include an instrument or series of 1731 instruments, the group of records taken together constitutes 1732 chattel paper. 1733 (cc)Controllable account means an account evidenced by a 1734 controllable electronic record that provides that the account 1735 debtor undertakes to pay the person that has control under s. 1736 669.105 of the controllable electronic record. 1737 (dd)Controllable payment intangible means a payment 1738 intangible evidenced by a controllable electronic record that 1739 provides that the account debtor undertakes to pay the person 1740 that has control under s. 669.105 of the controllable electronic 1741 record. 1742 (hh)(ee)Electronic money means money in an electronic 1743 form chattel paper means chattel paper evidenced by a record or 1744 records consisting of information stored in an electronic 1745 medium. 1746 (ss)(pp)General intangible means any personal property, 1747 including things in action, other than accounts, chattel paper, 1748 commercial tort claims, deposit accounts, documents, goods, 1749 instruments, investment property, letter-of-credit rights, 1750 letters of credit, money, and oil, gas, or other minerals before 1751 extraction. The term includes controllable electronic records, 1752 payment intangibles, and software. 1753 (xx)(uu)Instrument means a negotiable instrument or any 1754 other writing that evidences a right to the payment of a 1755 monetary obligation, is not itself a security agreement or 1756 lease, and is of a type that in the ordinary course of business 1757 is transferred by delivery with any necessary indorsement or 1758 assignment. The term does not include investment property, 1759 letters of credit, or writings that evidence a right to payment 1760 arising out of the use of a credit or charge card or information 1761 contained on or for use with the card, or writings that evidence 1762 chattel paper. 1763 (fff)Money has the same meaning as in s. 671.201, but 1764 does not include a deposit account or money in an electronic 1765 form that cannot be subjected to control under s. 679.1052. 1766 (mmm)(iii)Payment intangible means a general intangible 1767 under which the account debtors principal obligation is a 1768 monetary obligation. The term includes a controllable payment 1769 intangible. 1770 (rrr)(nnn)Proposal means a record signed authenticated 1771 by a secured party which includes the terms on which the secured 1772 party is willing to accept collateral in full or partial 1773 satisfaction of the obligation it secures pursuant to ss. 1774 679.620, 679.621, and 679.622. 1775 (vvv)Send, in connection with a record or notification, 1776 means: 1777 1.To deposit in the mail, deliver for transmission, or 1778 transmit by any other usual means of communication, with postage 1779 or cost of transmission provided for, addressed to any address 1780 reasonable under the circumstances; or 1781 2.To cause the record or notification to be received 1782 within the time that it would have been received if properly 1783 sent under subparagraph 1. 1784 (cccc)(zzz)Tangible money chattel paper means money in 1785 tangible form chattel paper evidenced by a record or records 1786 consisting of information that is inscribed on a tangible 1787 medium. 1788 (2)The following definitions in other chapters apply to 1789 this chapter: 1790 Applicant, s. 675.103. 1791 Beneficiary, s. 675.103. 1792 Broker, s. 678.1021. 1793 Certificated security, s. 678.1021. 1794 Check, s. 673.1041. 1795 Clearing corporation, s. 678.1021. 1796 Contract for sale, s. 672.106. 1797 Control, s. 677.106. 1798 Controllable electronic record, s. 669.102. 1799 Customer, s. 674.104. 1800 Entitlement holder, s. 678.1021. 1801 Financial asset, s. 678.1021. 1802 Holder in due course, s. 673.3021. 1803 Issuer (with respect to a letter of credit 1804 or letter-of-credit right), s. 675.103. 1805 Issuer (with respect to a security), s. 678.2011. 1806 Issuer (with respect to documents 1807 of title), s. 677.102. 1808 Lease, s. 680.1031. 1809 Lease agreement, s. 680.1031. 1810 Lease contract, s. 680.1031. 1811 Leasehold interest, s. 680.1031. 1812 Lessee, s. 680.1031. 1813 Lessee in ordinary course of 1814 business, s. 680.1031. 1815 Lessor, s. 680.1031. 1816 Lessors residual interest, s. 680.1031. 1817 Letter of credit, s. 675.103. 1818 Merchant, s. 672.104. 1819 Negotiable instrument, s. 673.1041. 1820 Nominated person, s. 675.103. 1821 Note, s. 673.1041. 1822 Proceeds of a letter of credit, s. 675.114. 1823 Protected purchaser, s. 678.3031. 1824 Prove, s. 673.1031. 1825 Qualifying purchaser, s. 669.102. 1826 Sale, s. 672.106. 1827 Securities account, s. 678.5011. 1828 Securities intermediary, s. 678.1021. 1829 Security, s. 678.1021. 1830 Security certificate, s. 678.1021. 1831 Security entitlement, s. 678.1021. 1832 Uncertificated security, s. 678.1021. 1833 Section 68.Subsection (1) of section 679.1041, Florida 1834 Statutes, is amended to read: 1835 679.1041Control of deposit account. 1836 (1)A secured party has control of a deposit account if any 1837 of the following applies: 1838 (a)The secured party is the bank with which the deposit 1839 account is maintained.; 1840 (b)The debtor, secured party, and bank have agreed in a 1841 signed an authenticated record that the bank will comply with 1842 instructions originated by the secured party directing 1843 disposition of the funds in the deposit account without further 1844 consent by the debtor.; or 1845 (c)The secured party becomes the banks customer with 1846 respect to the deposit account. 1847 (d)Another person, other than the debtor: 1848 1.Has control of the deposit account and acknowledges that 1849 it has control on behalf of the secured party; or 1850 2.Obtains control of the deposit account after having 1851 acknowledged that it will obtain control of the deposit account 1852 on behalf of the secured party. 1853 Section 69.Section 679.1051, Florida Statutes, is amended 1854 to read: 1855 679.1051Control of electronic chattel paper. 1856 (1)A purchaser has control of an authoritative electronic 1857 copy of a record evidencing chattel paper if a system employed 1858 for evidencing the assignment of interests in the chattel paper 1859 reliably establishes the purchaser as the person to which the 1860 authoritative electronic copy was assigned. 1861 (2)A system satisfies subsection (1) if the record or 1862 records evidencing the chattel paper are created, stored, and 1863 assigned in a manner that: 1864 (a)A single authoritative copy of the record or records 1865 exists which is unique, identifiable, and, except as otherwise 1866 provided in paragraphs (d), (e), and (f), unalterable; 1867 (b)The authoritative copy identifies the purchaser as the 1868 assignee of the record or records; 1869 (c)The authoritative copy is communicated to and 1870 maintained by the purchaser or its designated custodian; 1871 (d)Copies or amendments that add or change an identified 1872 assignee of the authoritative copy can be made only with the 1873 consent of the purchaser; 1874 (e)Each copy of the authoritative copy and any copy of a 1875 copy is readily identifiable as a copy that is not the 1876 authoritative copy; and 1877 (f)Any amendment of the authoritative copy is readily 1878 identifiable as authorized or unauthorized. 1879 (3)A system satisfies subsection (1), and a purchaser has 1880 control of an authoritative electronic copy of a record 1881 evidencing chattel paper, if the electronic copy, a record 1882 attached to or logically associated with the electronic copy, or 1883 a system in which the electronic copy is recorded: 1884 (a)Enables the purchaser to readily identify each 1885 electronic copy as either an authoritative copy or a 1886 nonauthoritative copy; 1887 (b)Enables the purchaser to readily identify itself in any 1888 way, including by name, identifying number, cryptographic key, 1889 office, or account number, as the assignee of the authoritative 1890 electronic copy; and 1891 (c)Gives the purchaser exclusive power, subject to 1892 subsection (4), to: 1893 1.Prevent others from adding or changing an identified 1894 assignee of the authoritative electronic copy; and 1895 2.Transfer control of the authoritative electronic copy. 1896 (4)Subject to subsection (5), a power is exclusive under 1897 subparagraphs (3)(c)1. and 2. even if: 1898 (a)The authoritative electronic copy, a record attached to 1899 or logically associated with the authoritative electronic copy, 1900 or a system in which the authoritative electronic copy is 1901 recorded limits the use of the authoritative electronic copy or 1902 has a protocol programmed to cause a change, including a 1903 transfer or loss of control; or 1904 (b)The power is shared with another person. 1905 (5)A power of a purchaser is not shared with another 1906 person as provided in paragraph (4)(b) and the purchasers power 1907 is not exclusive if: 1908 (a)The purchaser can exercise the power only if the power 1909 also is exercised by the other person; and 1910 (b)The other person: 1911 1.Can exercise the power without exercise of the power by 1912 the purchaser; or 1913 2.Is the transferor to the purchaser of an interest in the 1914 chattel paper. 1915 (6)If a purchaser has the powers specified in 1916 subparagraphs (3)(c)1. and 2., the powers are presumed to be 1917 exclusive. 1918 (7)A purchaser has control of an authoritative electronic 1919 copy of a record evidencing chattel paper if another person, 1920 other than the transferor to the purchaser of an interest in the 1921 chattel paper: 1922 (a)Has control of the authoritative electronic copy and 1923 acknowledges that it has control on behalf of the purchaser; or 1924 (b)Obtains control of the authoritative electronic copy 1925 after having acknowledged that it will obtain control of the 1926 electronic copy on behalf of the purchaser A secured party has 1927 control of electronic chattel paper if a system employed for 1928 evidencing the transfer of interests in the chattel paper 1929 reliably establishes the secured party as the person to which 1930 the chattel paper was assigned. 1931 (2)A system satisfies subsection (1), and a secured party 1932 has control of electronic chattel paper, if the record or 1933 records comprising the chattel paper are created, stored, and 1934 assigned in such a manner that: 1935 (a)A single authoritative copy of the record or records 1936 exists which is unique, identifiable and, except as otherwise 1937 provided in paragraphs (d), (e), and (f), unalterable; 1938 (b)The authoritative copy identifies the secured party as 1939 the assignee of the record or records; 1940 (c)The authoritative copy is communicated to and 1941 maintained by the secured party or its designated custodian; 1942 (d)Copies or amendments that add or change an identified 1943 assignee of the authoritative copy can be made only with the 1944 consent of the secured party; 1945 (e)Each copy of the authoritative copy and any copy of a 1946 copy is readily identifiable as a copy that is not the 1947 authoritative copy; and 1948 (f)Any amendment of the authoritative copy is readily 1949 identifiable as authorized or unauthorized. 1950 Section 70.Section 679.1052, Florida Statutes, is created 1951 to read: 1952 679.1052Control of electronic money. 1953 (1)A person has control of electronic money if both of the 1954 following apply: 1955 (a)The electronic money, a record attached to or logically 1956 associated with the electronic money, or a system in which the 1957 electronic money is recorded gives the person: 1958 1.Power to avail itself of substantially all the benefit 1959 from the electronic money; and 1960 2.Exclusive power, subject to subsection (2), to: 1961 a.Prevent others from availing themselves of substantially 1962 all the benefit from the electronic money; and 1963 b.Transfer control of the electronic money to another 1964 person or cause another person to obtain control of other 1965 electronic money as a result of the transfer of the electronic 1966 money. 1967 (b)The electronic money, a record attached to or logically 1968 associated with the electronic money, or a system in which the 1969 electronic money is recorded enables the person readily to 1970 identify itself in any way, including by name, identifying 1971 number, cryptographic key, office, or account number, as having 1972 the powers under paragraph (a). 1973 (2)Subject to subsection (3), a power is exclusive under 1974 sub-subparagraphs (1)(a)2.a. and b. even if: 1975 (a)The electronic money, a record attached to or logically 1976 associated with the electronic money, or a system in which the 1977 electronic money is recorded limits the use of the electronic 1978 money or has a protocol programmed to cause a change, including 1979 a transfer or loss of control; or 1980 (b)The power is shared with another person. 1981 (3)A power of a person is not shared with another person 1982 under paragraph (2)(b) and the persons power is not exclusive 1983 if: 1984 (a)The person can exercise the power only if the power 1985 also is exercised by the other person; and 1986 (b)The other person: 1987 1.Can exercise the power without exercise of the power by 1988 the person; or 1989 2.Is the transferor to the person of an interest in the 1990 electronic money. 1991 (4)If a person has the powers specified in sub 1992 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 1993 exclusive. 1994 (5)A person has control of electronic money if another 1995 person, other than the transferor to the person of an interest 1996 in the electronic money: 1997 (a)Has control of the electronic money and acknowledges 1998 that it has control on behalf of the person; or 1999 (b)Obtains control of the electronic money after having 2000 acknowledged that it will obtain control of the electronic money 2001 on behalf of the person. 2002 Section 71.Section 679.1053, Florida Statutes, is created 2003 to read: 2004 679.1053Control of controllable electronic record, 2005 controllable account, or controllable payment intangible. 2006 (1)A secured party has control of a controllable 2007 electronic record as provided in s. 669.105. 2008 (2)A secured party has control of a controllable account 2009 or controllable payment intangible if the secured party has 2010 control of the controllable electronic record that evidences the 2011 controllable account or controllable payment intangible. 2012 Section 72.Section 679.1054, Florida Statutes, is created 2013 to read: 2014 679.1054No requirement to acknowledge or confirm; no 2015 duties. 2016 (1)A person that has control under s. 679.1051, s. 2017 679.1052, or s. 679.1053 is not required to acknowledge that it 2018 has control on behalf of another person. 2019 (2)If a person acknowledges that it has or will obtain 2020 control on behalf of another person, unless the person otherwise 2021 agrees, or law other than this chapter otherwise provides, the 2022 person does not owe any duty to the other person and is not 2023 required to confirm the acknowledgment to any other person. 2024 Section 73.Subsections (2) and (10) of section 679.2031, 2025 Florida Statutes, are amended to read: 2026 679.2031Attachment and enforceability of security 2027 interest; proceeds; supporting obligations; formal requisites. 2028 (2)Except as otherwise provided in subsections (3) through 2029 (10), a security interest is enforceable against the debtor and 2030 third parties with respect to the collateral only if: 2031 (a)Value has been given; 2032 (b)The debtor has rights in the collateral or the power to 2033 transfer rights in the collateral to a secured party; and 2034 (c)One of the following conditions is met: 2035 1.The debtor has signed authenticated a security agreement 2036 that provides a description of the collateral and, if the 2037 security interest covers timber to be cut, a description of the 2038 land concerned; 2039 2.The collateral is not a certificated security and is in 2040 the possession of the secured party under s. 679.3131 pursuant 2041 to the debtors security agreement; 2042 3.The collateral is a certificated security in registered 2043 form and the security certificate has been delivered to the 2044 secured party under s. 678.3011 pursuant to the debtors 2045 security agreement; or 2046 4.The collateral is controllable accounts, controllable 2047 electronic records, controllable payment intangibles, deposit 2048 accounts, electronic documents, electronic money chattel paper, 2049 investment property, or letter-of-credit rights, or electronic 2050 documents, and the secured party has control under s. 669.105, 2051 s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 2052 679.1071 pursuant to the debtors security agreement; or 2053 5.The collateral is chattel paper and the secured party 2054 has possession and control under s. 679.3152 pursuant to the 2055 debtors security agreement. 2056 (10)A security interest in an account consisting of a 2057 right to payment of a monetary obligation for the sale of real 2058 property that is the debtors homestead under the laws of this 2059 state is not enforceable unless: 2060 (a)The description of the account in the security 2061 agreement conspicuously states that the collateral includes the 2062 debtors right to payment of a monetary obligation for the sale 2063 of real property; 2064 (b)The description of the account in the security 2065 agreement includes a legal description of the real property; 2066 (c)The description of the account in the security 2067 agreement conspicuously states that the real property is the 2068 debtors homestead; and 2069 (d)The security agreement is also signed authenticated by 2070 the debtors spouse, if the debtor is married; if the debtors 2071 spouse is incompetent, then the method of signature 2072 authentication by the debtors spouse is the same as provided by 2073 the laws of this state, other than this chapter, which apply to 2074 the alienation or encumbrance of homestead property by an 2075 incompetent person. 2076 Section 74.Present subsection (3) of section 679.2041, 2077 Florida Statutes, is redesignated as subsection (4), a new 2078 subsection (3) is added to that section, and subsection (2) of 2079 that section is amended, to read: 2080 679.2041After-acquired property; future advances. 2081 (2)Subject to subsection (3), a security interest does not 2082 attach under a term constituting an after-acquired property 2083 clause to: 2084 (a)Consumer goods, other than an accession when given as 2085 additional security, unless the debtor acquires rights in them 2086 within 10 days after the secured party gives value; or 2087 (b)A commercial tort claim. 2088 (3)Subsection (2) does not prevent a security interest 2089 from attaching: 2090 (a)To a consumer good as proceeds under s. 679.3151(1) or 2091 commingled goods under s. 679.336(3); 2092 (b)To a commercial tort claim as proceeds under s. 2093 679.3151(1); or 2094 (c)Under an after-acquired property clause to property 2095 that is proceeds of consumer goods or a commercial tort claim. 2096 Section 75.Subsection (3) of section 679.2071, Florida 2097 Statutes, is amended to read: 2098 679.2071Rights and duties of secured party having 2099 possession or control of collateral. 2100 (3)Except as otherwise provided in subsection (4), a 2101 secured party having possession of collateral or control of 2102 collateral under s. 677.106, s. 679.1041, s. 679.1051, s. 2103 679.1052, s. 679.1061, or s. 679.1071: 2104 (a)May hold as additional security any proceeds, except 2105 money or funds, received from the collateral; 2106 (b)Shall apply money or funds received from the collateral 2107 to reduce the secured obligation, unless remitted to the debtor; 2108 and 2109 (c)May create a security interest in the collateral. 2110 Section 76.Subsection (2) of section 679.2081, Florida 2111 Statutes, is amended to read: 2112 679.2081Additional duties of secured party having control 2113 of collateral. 2114 (2)Within 10 days after receiving a signed an 2115 authenticated demand by the debtor: 2116 (a)A secured party having control of a deposit account 2117 under s. 679.1041(1)(b) shall send to the bank with which the 2118 deposit account is maintained a signed record an authenticated 2119 statement that releases the bank from any further obligation to 2120 comply with instructions originated by the secured party; 2121 (b)A secured party having control of a deposit account 2122 under s. 679.1041(1)(c) shall: 2123 1.Pay the debtor the balance on deposit in the deposit 2124 account; or 2125 2.Transfer the balance on deposit into a deposit account 2126 in the debtors name; 2127 (c)A secured party, other than a buyer, having control 2128 under s. 679.1051 of an authoritative electronic copy of a 2129 record evidencing chattel paper shall transfer control of the 2130 electronic copy to the debtor or a person designated by the 2131 debtor a secured party, other than a buyer, having control of 2132 electronic chattel paper under s. 679.1051 shall: 2133 1.Communicate the authoritative copy of the electronic 2134 chattel paper to the debtor or its designated custodian; 2135 2.If the debtor designates a custodian that is the 2136 designated custodian with which the authoritative copy of the 2137 electronic chattel paper is maintained for the secured party, 2138 communicate to the custodian an authenticated record releasing 2139 the designated custodian from any further obligation to comply 2140 with instructions originated by the secured party and 2141 instructing the custodian to comply with instructions originated 2142 by the debtor; and 2143 3.Take appropriate action to enable the debtor or the 2144 debtors designated custodian to make copies of or revisions to 2145 the authoritative copy which add or change an identified 2146 assignee of the authoritative copy without the consent of the 2147 secured party; 2148 (d)A secured party having control of investment property 2149 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the 2150 securities intermediary or commodity intermediary with which the 2151 security entitlement or commodity contract is maintained a 2152 signed an authenticated record that releases the securities 2153 intermediary or commodity intermediary from any further 2154 obligation to comply with entitlement orders or directions 2155 originated by the secured party; 2156 (e)A secured party having control of a letter-of-credit 2157 right under s. 679.1071 shall send to each person having an 2158 unfulfilled obligation to pay or deliver proceeds of the letter 2159 of credit to the secured party a signed an authenticated release 2160 from any further obligation to pay or deliver proceeds of the 2161 letter of credit to the secured party; and 2162 (f)A secured party having control under s. 677.106 of an 2163 authoritative electronic copy of an electronic document of title 2164 shall transfer control of the electronic copy to the debtor or a 2165 person designated by the debtor; 2166 (g)A secured party having control under s. 679.1052 of 2167 electronic money shall transfer control of the electronic money 2168 to the debtor or a person designated by the debtor; and 2169 (h)A secured party having control under s. 669.105 of a 2170 controllable electronic record, other than a buyer of a 2171 controllable account or controllable payment intangible 2172 evidenced by the controllable electronic record, shall transfer 2173 control of the controllable electronic record to the debtor or a 2174 person designated by the debtor of an electronic document shall: 2175 1.Give control of the electronic document to the debtor or 2176 its designated custodian; 2177 2.If the debtor designates a custodian that is the 2178 designated custodian with which the authoritative copy of the 2179 electronic document is maintained for the secured party, 2180 communicate to the custodian an authenticated record releasing 2181 the designated custodian from any further obligation to comply 2182 with instructions originated by the secured party and 2183 instructing the custodian to comply with instructions originated 2184 by the debtor; and 2185 3.Take appropriate action to enable the debtor or its 2186 designated custodian to make copies of or revisions to the 2187 authenticated copy which add or change an identified assignee of 2188 the authoritative copy without the consent of the secured party. 2189 Section 77.Subsection (2) of section 679.209, Florida 2190 Statutes, is amended to read: 2191 679.209Duties of secured party if account debtor has been 2192 notified of assignment. 2193 (2)Within 10 days after receiving a signed an 2194 authenticated demand by the debtor, a secured party shall send 2195 to an account debtor that has received notification under s. 2196 669.106(2) or s. 679.4061(1) of an assignment to the secured 2197 party as assignee a signed under s. 679.4061(1) an authenticated 2198 record that releases the account debtor from any further 2199 obligation to the secured party. 2200 Section 78.Section 679.210, Florida Statutes, is amended 2201 to read: 2202 679.210Request for accounting; request regarding list of 2203 collateral or statement of account. 2204 (1)In this section, the term: 2205 (a)Request means a record of a type described in 2206 paragraph (b), paragraph (c), or paragraph (d). 2207 (b)Request for an accounting means a record signed 2208 authenticated by a debtor requesting that the recipient provide 2209 an accounting of the unpaid obligations secured by collateral 2210 and reasonably identifying the transaction or relationship that 2211 is the subject of the request. 2212 (c)Request regarding a list of collateral means a record 2213 signed authenticated by a debtor requesting that the recipient 2214 approve or correct a list of what the debtor believes to be the 2215 collateral securing an obligation and reasonably identifying the 2216 transaction or relationship that is the subject of the request. 2217 (d)Request regarding a statement of account means a 2218 record signed authenticated by a debtor requesting that the 2219 recipient approve or correct a statement indicating what the 2220 debtor believes to be the aggregate amount of unpaid obligations 2221 secured by collateral as of a specified date and reasonably 2222 identifying the transaction or relationship that is the subject 2223 of the request. 2224 (e)Reasonably identifying the transaction or 2225 relationship means that the request provides information 2226 sufficient for the person to identify the transaction or 2227 relationship and respond to the request. Pursuant to s. 2228 679.603(1), a secured party and debtor may determine by 2229 agreement the standards for measuring fulfillment of this duty. 2230 (f)Person means a person or entity that is or was a 2231 secured party or otherwise claims or has claimed an interest in 2232 the collateral. 2233 (2)Subject to subsections (3)-(6) (3), (4), (5), and (6), 2234 a secured party, other than a buyer of accounts, chattel paper, 2235 payment intangibles, or promissory notes or a consignor, shall 2236 comply with a request within 14 days after receipt: 2237 (a)In the case of a request for an accounting, by signing 2238 authenticating and sending to the debtor an accounting; and 2239 (b)In the case of a request regarding a list of collateral 2240 or a request regarding a statement of account, by signing 2241 authenticating and sending to the debtor an approval or 2242 correction. 2243 (3)A secured party that claims a security interest in all 2244 of a particular type of collateral owned by the debtor may 2245 comply with a request regarding a list of collateral by sending 2246 to the debtor a signed an authenticated record including a 2247 statement to that effect within 14 days after receipt. 2248 (4)A person who receives a request regarding a list of 2249 collateral, claims no interest in the collateral when the 2250 request is received, and claimed an interest in the collateral 2251 at an earlier time shall comply with the request within 14 days 2252 after receipt by sending to the debtor a signed an authenticated 2253 record: 2254 (a)Disclaiming any interest in the collateral; and 2255 (b)If known to the recipient, providing the name and 2256 mailing address of any assignee of or successor to the 2257 recipients interest in the collateral. 2258 (5)A person who receives a request for an accounting or a 2259 request regarding a statement of account, claims no interest in 2260 the obligations when the request is received, and claimed an 2261 interest in the obligations at an earlier time shall comply with 2262 the request within 14 days after receipt by sending to the 2263 debtor a signed an authenticated record: 2264 (a)Disclaiming any interest in the obligations; and 2265 (b)If known to the recipient, providing the name and 2266 mailing address of any assignee of or successor to the 2267 recipients interest in the obligations. 2268 (6)A debtor is entitled under this section without charge 2269 to one response to a request for an accounting or a request 2270 regarding a statement of account for each secured obligation 2271 during any 6-month period. A debtor in a consumer transaction is 2272 entitled to a single response to a request regarding a list of 2273 collateral without charge during any 6-month period. The secured 2274 party may require payment of a charge not exceeding $25 for each 2275 additional response to a request for an accounting, a request 2276 regarding a statement of account, or a request regarding a list 2277 of collateral for a consumer transaction. To the extent provided 2278 in a signed an authenticated record, the secured party may 2279 require the payment of reasonable expenses, including attorneys 2280 fees, reasonably incurred in providing a response to a request 2281 regarding a list of collateral for a transaction other than a 2282 consumer transaction under this section; otherwise, the secured 2283 party may not charge more than $25 for each request regarding a 2284 list of collateral. Excluding a request related to a proposed 2285 satisfaction of the secured obligation, a secured party is not 2286 required to respond to more than 12 of each of the permitted 2287 requests in any 12-month period. 2288 Section 79.Section 679.3011, Florida Statutes, is amended 2289 to read: 2290 679.3011Law governing perfection and priority of security 2291 interests.Except as otherwise provided in ss. 679.1091, 2292 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the 2293 following rules determine the law governing perfection, the 2294 effect of perfection or nonperfection, and the priority of a 2295 security interest in collateral: 2296 (1)Except as otherwise provided in this section, while a 2297 debtor is located in a jurisdiction, the local law of that 2298 jurisdiction governs perfection, the effect of perfection or 2299 nonperfection, and the priority of a security interest in 2300 collateral. 2301 (2)While collateral is located in a jurisdiction, the 2302 local law of that jurisdiction governs perfection, the effect of 2303 perfection or nonperfection, and the priority of a possessory 2304 security interest in that collateral. 2305 (3)Except as otherwise provided in subsections (4) and 2306 (5), while tangible negotiable documents, goods, instruments, or 2307 tangible money, or tangible chattel paper is located in a 2308 jurisdiction, the local law of that jurisdiction governs: 2309 (a)Perfection of a security interest in the goods by 2310 filing a fixture filing; 2311 (b)Perfection of a security interest in timber to be cut; 2312 and 2313 (c)The effect of perfection or nonperfection and the 2314 priority of a nonpossessory security interest in the collateral. 2315 (4)The local law of the jurisdiction in which the wellhead 2316 or minehead is located governs perfection, the effect of 2317 perfection or nonperfection, and the priority of a security 2318 interest in as-extracted collateral. 2319 (5)The law of this state governs: 2320 (a)The perfection of a security interest in goods that are 2321 or are to become fixtures in this state by the filing of a 2322 fixture filing. 2323 (b)The effect of perfection or nonperfection and the 2324 priority of a security interest in goods that are or are to 2325 become fixtures in this state. 2326 Section 80.Subsection (1) of section 679.3041, Florida 2327 Statutes, is amended to read: 2328 679.3041Law governing perfection and priority of security 2329 interests in deposit accounts. 2330 (1)The local law of a banks jurisdiction governs 2331 perfection, the effect of perfection or nonperfection, and the 2332 priority of a security interest in a deposit account maintained 2333 with that bank even if the transaction does not bear any 2334 relation to the banks jurisdiction. 2335 Section 81.Paragraph (e) is added to subsection (1) of 2336 section 679.3051, Florida Statutes, to read: 2337 679.3051Law governing perfection and priority of security 2338 interests in investment property. 2339 (1)Except as otherwise provided in subsection (3), the 2340 following rules apply: 2341 (e)Paragraphs (b), (c), and (d) apply even if the 2342 transaction does not bear any relation to the jurisdiction. 2343 Section 82.Section 679.3062, Florida Statutes, is created 2344 to read: 2345 679.3062Law governing perfection and priority of security 2346 interests in chattel paper. 2347 (1)Except as provided in subsection (4), if chattel paper 2348 is evidenced only by an authoritative electronic copy of the 2349 chattel paper or is evidenced by an authoritative electronic 2350 copy and an authoritative tangible copy, the local law of the 2351 chattel papers jurisdiction governs perfection, the effect of 2352 perfection or nonperfection, and the priority of a security 2353 interest in the chattel paper, even if the transaction does not 2354 bear any relation to the chattel papers jurisdiction. 2355 (2)The following rules determine the chattel papers 2356 jurisdiction under this section: 2357 (a)If the authoritative electronic copy of the record 2358 evidencing chattel paper, or a record attached to or logically 2359 associated with the electronic copy and readily available for 2360 review, expressly provides that a particular jurisdiction is the 2361 chattel papers jurisdiction for purposes of s. 679.3061, this 2362 chapter, or the Uniform Commercial Code, that jurisdiction is 2363 the chattel papers jurisdiction. 2364 (b)If paragraph (a) does not apply and the rules of the 2365 system in which the authoritative electronic copy is recorded 2366 are readily available for review and expressly provide that a 2367 particular jurisdiction is the chattel papers jurisdiction for 2368 purposes of s. 679.3061, this chapter, or the Uniform Commercial 2369 Code, that jurisdiction is the chattel papers jurisdiction. 2370 (c)If paragraphs (a) and (b) do not apply and the 2371 authoritative electronic copy, or a record attached to or 2372 logically associated with the electronic copy and readily 2373 available for review, expressly provides that the chattel paper 2374 is governed by the law of a particular jurisdiction, that 2375 jurisdiction is the chattel papers jurisdiction. 2376 (d)If paragraphs (a), (b), and (c) do not apply and the 2377 rules of the system in which the authoritative electronic copy 2378 is recorded are readily available for review and expressly 2379 provide that the chattel paper or the system is governed by the 2380 law of a particular jurisdiction, that jurisdiction is the 2381 chattel papers jurisdiction. 2382 (e)If paragraphs (a)-(d) do not apply, the chattel papers 2383 jurisdiction is the jurisdiction in which the debtor is located. 2384 (3)If an authoritative tangible copy of a record evidences 2385 chattel paper and the chattel paper is not evidenced by an 2386 authoritative electronic copy, while the authoritative tangible 2387 copy of the record evidencing chattel paper is located in a 2388 jurisdiction, the local law of that jurisdiction governs: 2389 (a)Perfection of a security interest in the chattel paper 2390 by possession under s. 679.3152; and 2391 (b)The effect of perfection or nonperfection and the 2392 priority of a security interest in the chattel paper. 2393 (4)The local law of the jurisdiction in which the debtor 2394 is located governs perfection of a security interest in chattel 2395 paper by filing. 2396 Section 83.Section 679.3063, Florida Statutes, is created 2397 to read: 2398 679.3063Law governing perfection and priority of security 2399 interests in controllable accounts, controllable electronic 2400 records, and controllable payment intangibles. 2401 (1)Except as provided in subsection (2), the local law of 2402 the controllable electronic records jurisdiction specified in 2403 s. 669.107(3) and (4) governs perfection, the effect of 2404 perfection or nonperfection, and the priority of a security 2405 interest in a controllable electronic record and a security 2406 interest in a controllable account or controllable payment 2407 intangible evidenced by the controllable electronic record. 2408 (2)The local law of the jurisdiction in which the debtor 2409 is located governs: 2410 (a)Perfection of a security interest in a controllable 2411 account, controllable electronic record, or controllable payment 2412 intangible by filing; and 2413 (b)Automatic perfection of a security interest in a 2414 controllable payment intangible created by a sale of the 2415 controllable payment intangible. 2416 Section 84.Subsection (2) of section 679.3101, Florida 2417 Statutes, is amended, and subsection (1) of that section is 2418 republished, to read: 2419 679.3101When filing required to perfect security interest 2420 or agricultural lien; security interests and agricultural liens 2421 to which filing provisions do not apply. 2422 (1)Except as otherwise provided in subsection (2) and s. 2423 679.3121(2), a financing statement must be filed to perfect all 2424 security interests and agricultural liens. 2425 (2)The filing of a financing statement is not necessary to 2426 perfect a security interest: 2427 (a)That is perfected under s. 679.3081(4), (5), (6), or 2428 (7); 2429 (b)That is perfected under s. 679.3091 when it attaches; 2430 (c)In property subject to a statute, regulation, or treaty 2431 described in s. 679.3111(1); 2432 (d)In goods in possession of a bailee which is perfected 2433 under s. 679.3121(4)(a) or (b); 2434 (e)In certificated securities, documents, goods, or 2435 instruments which is perfected without filing, control, or 2436 possession under s. 679.3121(5), (6), or (7); 2437 (f)In collateral in the secured partys possession under 2438 s. 679.3131; 2439 (g)In a certificated security which is perfected by 2440 delivery of the security certificate to the secured party under 2441 s. 679.3131; 2442 (h)In controllable accounts, controllable electronic 2443 records, controllable payment intangibles, deposit accounts, 2444 electronic chattel paper, electronic documents, investment 2445 property, or letter-of-credit rights which is perfected by 2446 control under s. 679.3141(1) s. 679.3141; 2447 (i)In proceeds which is perfected under s. 679.3151; or 2448 (j)That is perfected under s. 679.3161. 2449 Section 85.Section 679.3121, Florida Statutes, is amended 2450 to read: 2451 679.3121Perfection of security interests in chattel paper, 2452 controllable accounts, controllable electronic records, 2453 controllable payment intangibles, deposit accounts, documents, 2454 goods covered by documents, instruments, investment property, 2455 letter-of-credit rights, and money; perfection by permissive 2456 filing; temporary perfection without filing or transfer of 2457 possession. 2458 (1)A security interest in chattel paper, controllable 2459 accounts, controllable electronic records, controllable payment 2460 intangibles negotiable documents, instruments, or investment 2461 property, or negotiable documents may be perfected by filing. 2462 (2)Except as otherwise provided in s. 679.3151(3) and (4) 2463 for proceeds: 2464 (a)A security interest in a deposit account may be 2465 perfected only by control under s. 679.3141. 2466 (b)And except as otherwise provided in s. 679.3081(4), a 2467 security interest in a letter-of-credit right may be perfected 2468 only by control under s. 679.3141. 2469 (c)A security interest in tangible money may be perfected 2470 only by the secured partys taking possession under s. 679.3131. 2471 (d)A security interest in electronic money may be 2472 perfected only by control under s. 679.3141. 2473 (3)While goods are in the possession of a bailee that has 2474 issued a negotiable document covering the goods: 2475 (a)A security interest in the goods may be perfected by 2476 perfecting a security interest in the document; and 2477 (b)A security interest perfected in the document has 2478 priority over any security interest that becomes perfected in 2479 the goods by another method during that time. 2480 (4)While goods are in the possession of a bailee that has 2481 issued a nonnegotiable document covering the goods, a security 2482 interest in the goods may be perfected by: 2483 (a)Issuance of a document in the name of the secured 2484 party; 2485 (b)The bailees receipt of notification of the secured 2486 partys interest; or 2487 (c)Filing as to the goods. 2488 (5)A security interest in certificated securities, 2489 negotiable documents, or instruments is perfected without filing 2490 or the taking of possession or control for a period of 20 days 2491 from the time it attaches to the extent that it arises for new 2492 value given under a signed an authenticated security agreement. 2493 (6)A perfected security interest in a negotiable document 2494 or goods in possession of a bailee, other than one that has 2495 issued a negotiable document for the goods, remains perfected 2496 for 20 days without filing if the secured party makes available 2497 to the debtor the goods or documents representing the goods for 2498 the purpose of: 2499 (a)Ultimate sale or exchange; or 2500 (b)Loading, unloading, storing, shipping, transshipping, 2501 manufacturing, processing, or otherwise dealing with them in a 2502 manner preliminary to their sale or exchange. 2503 (7)A perfected security interest in a certificated 2504 security or instrument remains perfected for 20 days without 2505 filing if the secured party delivers the security certificate or 2506 instrument to the debtor for the purpose of: 2507 (a)Ultimate sale or exchange; or 2508 (b)Presentation, collection, enforcement, renewal, or 2509 registration of transfer. 2510 (8)After the 20-day period specified in subsection (5), 2511 subsection (6), or subsection (7) expires, perfection depends 2512 upon compliance with this chapter. 2513 Section 86.Subsections (1), (3), and (4) of section 2514 679.3131, Florida Statutes, are amended to read: 2515 679.3131When possession by or delivery to secured party 2516 perfects security interest without filing. 2517 (1)Except as otherwise provided in subsection (2), a 2518 secured party may perfect a security interest in tangible 2519 negotiable documents, goods, instruments, negotiable tangible 2520 documents, or tangible money, or tangible chattel paper by 2521 taking possession of the collateral. A secured party may perfect 2522 a security interest in certificated securities by taking 2523 delivery of the certificated securities under s. 678.3011. 2524 (3)With respect to collateral other than certificated 2525 securities and goods covered by a document, a secured party 2526 takes possession of collateral in the possession of a person 2527 other than the debtor, the secured party, or a lessee of the 2528 collateral from the debtor in the ordinary course of the 2529 debtors business, when: 2530 (a)The person in possession signs authenticates a record 2531 acknowledging that it holds possession of the collateral for the 2532 secured partys benefit; or 2533 (b)The person takes possession of the collateral after 2534 having signed authenticated a record acknowledging that the 2535 person will hold possession of the collateral for the secured 2536 partys benefit. 2537 (4)If perfection of a security interest depends upon 2538 possession of the collateral by a secured party, perfection 2539 occurs not no earlier than the time the secured party takes 2540 possession and continues only while the secured party retains 2541 possession. 2542 Section 87.Section 679.3141, Florida Statutes, is amended 2543 to read: 2544 679.3141Perfection by control. 2545 (1)A security interest in controllable accounts, 2546 controllable electronic records, controllable payment 2547 intangibles, deposit accounts, electronic documents, electronic 2548 money, investment property, or letter-of-credit rights 2549 investment property, deposit accounts, letter-of-credit rights, 2550 electronic chattel paper, or electronic documents may be 2551 perfected by control of the collateral under s. 677.106, s. 2552 679.1041, s. 679.1052, s. 679.1053 s. 679.1051, s. 679.1061, or 2553 s. 679.1071. 2554 (2)A security interest in controllable accounts, 2555 controllable electronic records, controllable payment 2556 intangibles, deposit accounts, electronic documents, electronic 2557 money, or letter-of-credit rights deposit accounts, electronic 2558 chattel paper, letter-of-credit rights, or electronic documents 2559 is perfected by control under s. 677.106, s. 679.1041, s. 2560 679.1052, s. 679.1053 s. 679.1051, or s. 679.1071 not earlier 2561 than the time when the secured party obtains control and remains 2562 perfected by control only while the secured party retains 2563 control. 2564 (3)A security interest in investment property is perfected 2565 by control under s. 679.1061 not earlier than from the time the 2566 secured party obtains control and remains perfected by control 2567 until: 2568 (a)The secured party does not have control; and 2569 (b)One of the following occurs: 2570 1.If the collateral is a certificated security, the debtor 2571 has or acquires possession of the security certificate; 2572 2.If the collateral is an uncertificated security, the 2573 issuer has registered or registers the debtor as the registered 2574 owner; or 2575 3.If the collateral is a security entitlement, the debtor 2576 is or becomes the entitlement holder. 2577 Section 88.Section 679.3152, Florida Statutes, is created 2578 to read: 2579 679.3152Perfection by possession and control of chattel 2580 paper. 2581 (1)A secured party may perfect a security interest in 2582 chattel paper by taking possession of each authoritative 2583 tangible copy of the record evidencing the chattel paper and 2584 obtaining control of each authoritative electronic copy of the 2585 electronic record evidencing the chattel paper. 2586 (2)A security interest is perfected under subsection (1) 2587 not earlier than the time the secured party takes possession and 2588 obtains control and remains perfected under subsection (1) only 2589 while the secured party retains possession and control. 2590 (3)Section 679.3131(3) and (5)-(8) applies to perfection 2591 by possession of an authoritative tangible copy of a record 2592 evidencing chattel paper. 2593 Section 89.Subsections (1) and (6) of section 679.3161, 2594 Florida Statutes, are amended to read: 2595 679.3161Continued perfection of security interest 2596 following change in governing law. 2597 (1)A security interest perfected pursuant to the law of 2598 the jurisdiction designated in s. 679.3011(1), or s. 2599 679.3051(3), s. 679.3062(4), or s. 679.3063(2) remains perfected 2600 until the earliest of: 2601 (a)The time perfection would have ceased under the law of 2602 that jurisdiction; 2603 (b)The expiration of 4 months after a change of the 2604 debtors location to another jurisdiction; or 2605 (c)The expiration of 1 year after a transfer of collateral 2606 to a person who thereby becomes a debtor and is located in 2607 another jurisdiction. 2608 (6)A security interest in chattel paper, controllable 2609 accounts, controllable electronic records, controllable payment 2610 intangibles, deposit accounts, letter-of-credit rights, or 2611 investment property which is perfected under the law of the 2612 chattel papers jurisdiction, the controllable electronic 2613 records jurisdiction, the banks jurisdiction, the issuers 2614 jurisdiction, a nominated persons jurisdiction, the securities 2615 intermediarys jurisdiction, or the commodity intermediarys 2616 jurisdiction, as applicable, remains perfected until the earlier 2617 of: 2618 (a)The time the security interest would have become 2619 unperfected under the law of that jurisdiction; or 2620 (b)The expiration of 4 months after a change of the 2621 applicable jurisdiction to another jurisdiction. 2622 Section 90.Subsections (2) and (4) of section 679.3171, 2623 Florida Statutes, are amended, subsections (8) through (11) are 2624 added to that section, and subsection (1) of that section is 2625 republished, to read: 2626 679.3171Interests that take priority over or take free of 2627 security interest or agricultural lien. 2628 (1)A security interest or agricultural lien is subordinate 2629 to the rights of: 2630 (a)A person entitled to priority under s. 679.322; and 2631 (b)Except as otherwise provided in subsection (5), a 2632 person who becomes a lien creditor before the earlier of the 2633 time: 2634 1.The security interest or agricultural lien is perfected; 2635 or 2636 2.One of the conditions specified in s. 679.2031(2)(c) is 2637 met and a financing statement covering the collateral is filed. 2638 (2)Except as otherwise provided in subsection (5), a 2639 buyer, other than a secured party, of tangible chattel paper, 2640 tangible documents, goods, instruments, tangible documents, or a 2641 certificated security takes free of a security interest or 2642 agricultural lien if the buyer gives value and receives delivery 2643 of the collateral without knowledge of the security interest or 2644 agricultural lien and before it is perfected. 2645 (4)Subject to subsections (6), (7), and (8), a licensee of 2646 a general intangible or a buyer, other than a secured party, of 2647 collateral other than electronic money tangible chattel paper, 2648 tangible documents, goods, instruments, tangible documents, or a 2649 certificated security takes free of a security interest if the 2650 licensee or buyer gives value without knowledge of the security 2651 interest and before it is perfected. 2652 (8)A buyer, other than a secured party, of chattel paper 2653 takes free of a security interest if, without knowledge of the 2654 security interest and before it is perfected, the buyer gives 2655 value and: 2656 (a)Receives delivery of each authoritative tangible copy 2657 of the record evidencing the chattel paper; and 2658 (b)If each authoritative electronic copy of the record 2659 evidencing the chattel paper can be subjected to control under 2660 s. 679.1052, obtains control of each authoritative electronic 2661 copy. 2662 (9)A buyer of an electronic document takes free of a 2663 security interest if, without knowledge of the security interest 2664 and before it is perfected, the buyer gives value and, if each 2665 authoritative electronic copy of the document can be subjected 2666 to control under s. 677.106, obtains control of each 2667 authoritative electronic copy. 2668 (10)A buyer of a controllable electronic record takes free 2669 of a security interest if, without knowledge of the security 2670 interest and before it is perfected, the buyer gives value and 2671 obtains control of the controllable electronic record. 2672 (11)A buyer, other than a secured party, of a controllable 2673 account or a controllable payment intangible takes free of a 2674 security interest if, without knowledge of the security interest 2675 and before it is perfected, the buyer gives value and obtains 2676 control of the controllable account or controllable payment 2677 intangible. 2678 Section 91.Subsections (4) and (6) of section 679.323, 2679 Florida Statutes, are amended, and subsection (1) of that 2680 section is republished, to read: 2681 679.323Future advances. 2682 (1)Except as otherwise provided in subsection (3), for 2683 purposes of determining the priority of a perfected security 2684 interest under s. 679.322(1)(a), perfection of the security 2685 interest dates from the time an advance is made to the extent 2686 that the security interest secures an advance that: 2687 (a)Is made while the security interest is perfected only: 2688 1.Under s. 679.3091 when it attaches; or 2689 2.Temporarily under s. 679.3121(5), (6), or (7); and 2690 (b)Is not made pursuant to a commitment entered into 2691 before or while the security interest is perfected by a method 2692 other than under s. 679.3091 or s. 679.3121(5), (6), or (7). 2693 (4)Except as otherwise provided in subsection (5), a buyer 2694 of goods other than a buyer in ordinary course of business takes 2695 free of a security interest to the extent that it secures 2696 advances made after the earlier of: 2697 (a)The time the secured party acquires knowledge of the 2698 buyers purchase; or 2699 (b)Forty-five days after the purchase. 2700 (6)Except as otherwise provided in subsection (7), a 2701 lessee of goods, other than a lessee in ordinary course of 2702 business, takes the leasehold interest free of a security 2703 interest to the extent that it secures advances made after the 2704 earlier of: 2705 (a)The time the secured party acquires knowledge of the 2706 lease; or 2707 (b)Forty-five days after the lease contract becomes 2708 enforceable. 2709 Section 92.Subsections (2) and (4) of section 679.324, 2710 Florida Statutes, are amended to read: 2711 679.324Priority of purchase-money security interests. 2712 (2)Subject to subsection (3) and except as otherwise 2713 provided in subsection (7), a perfected purchase-money security 2714 interest in inventory has priority over a conflicting security 2715 interest in the same inventory, has priority over a conflicting 2716 security interest in chattel paper or an instrument constituting 2717 proceeds of the inventory and in proceeds of the chattel paper, 2718 if so provided in s. 679.330, and, except as otherwise provided 2719 in s. 679.327, also has priority in identifiable cash proceeds 2720 of the inventory to the extent the identifiable cash proceeds 2721 are received on or before the delivery of the inventory to a 2722 buyer, if: 2723 (a)The purchase-money security interest is perfected when 2724 the debtor receives possession of the inventory; 2725 (b)The purchase-money secured party sends a signed an 2726 authenticated notification to the holder of the conflicting 2727 security interest; 2728 (c)The holder of the conflicting security interest 2729 receives the notification within 5 years before the debtor 2730 receives possession of the inventory; and 2731 (d)The notification states that the person sending the 2732 notification has or expects to acquire a purchase-money security 2733 interest in inventory of the debtor and describes the inventory. 2734 (4)Subject to subsection (5) and except as otherwise 2735 provided in subsection (7), a perfected purchase-money security 2736 interest in livestock that are farm products has priority over a 2737 conflicting security interest in the same livestock, and, except 2738 as otherwise provided in s. 679.327, a perfected security 2739 interest in their identifiable proceeds and identifiable 2740 products in their unmanufactured states also has priority, if: 2741 (a)The purchase-money security interest is perfected when 2742 the debtor receives possession of the livestock; 2743 (b)The purchase-money secured party sends a signed an 2744 authenticated notification to the holder of the conflicting 2745 security interest; 2746 (c)The holder of the conflicting security interest 2747 receives the notification within 6 months before the debtor 2748 receives possession of the livestock; and 2749 (d)The notification states that the person sending the 2750 notification has or expects to acquire a purchase-money security 2751 interest in livestock of the debtor and describes the livestock. 2752 Section 93.Section 679.3251, Florida Statutes, is created 2753 to read: 2754 679.3251Priority of security interest in controllable 2755 account, controllable electronic record, and controllable 2756 payment intangible.A security interest in a controllable 2757 account, controllable electronic record, or controllable payment 2758 intangible held by a secured party having control of the 2759 account, electronic record, or payment intangible has priority 2760 over a conflicting security interest held by a secured party 2761 that does not have control. 2762 Section 94.Subsections (1), (2), and (6) of section 2763 679.330, Florida Statutes, are amended, and subsection (4) of 2764 that section is republished, to read: 2765 679.330Priority of purchaser of chattel paper or 2766 instrument. 2767 (1)A purchaser of chattel paper has priority over a 2768 security interest in the chattel paper which is claimed merely 2769 as proceeds of inventory subject to a security interest if: 2770 (a)In good faith and in the ordinary course of the 2771 purchasers business, the purchaser gives new value, and takes 2772 possession of each authoritative tangible copy of the record 2773 evidencing the chattel paper, and or obtains control under s. 2774 679.1051 of each authoritative electronic copy of the record 2775 evidencing chattel paper under s. 679.1051; and 2776 (b)The authoritative copies of the record evidencing the 2777 chattel paper do does not indicate that the chattel paper it has 2778 been assigned to an identified assignee other than the 2779 purchaser. 2780 (2)A purchaser of chattel paper has priority over a 2781 security interest in the chattel paper which is claimed other 2782 than merely as proceeds of inventory subject to a security 2783 interest if the purchaser gives new value, and takes possession 2784 of each authoritative copy of the record evidencing the chattel 2785 paper, and or obtains control under s. 679.1051 of each 2786 authoritative electronic copy of the record evidencing the 2787 chattel paper under s. 679.1051 in good faith, in the ordinary 2788 course of the purchasers business, and without knowledge that 2789 the purchase violates the rights of the secured party. 2790 (4)Except as otherwise provided in s. 679.331(1), a 2791 purchaser of an instrument has priority over a security interest 2792 in the instrument perfected by a method other than possession if 2793 the purchaser gives value and takes possession of the instrument 2794 in good faith and without knowledge that the purchase violates 2795 the rights of the secured party. 2796 (6)For purposes of subsections (2) and (4), if the 2797 authoritative copies of the record evidencing chattel paper or 2798 an instrument indicate indicates that the chattel paper or 2799 instrument it has been assigned to an identified secured party 2800 other than the purchaser, a purchaser of the chattel paper or 2801 instrument has knowledge that the purchase violates the rights 2802 of the secured party. 2803 Section 95.Section 679.331, Florida Statutes, is amended 2804 to read: 2805 679.331Priority of rights of purchasers of controllable 2806 accounts, controllable electronic records, controllable payment 2807 intangibles instruments, documents, instruments, and securities 2808 under other articles; priority of interests in financial assets 2809 and security entitlements and protection against assertion of 2810 claim under chapters 669 and chapter 678. 2811 (1)This chapter does not limit the rights of a holder in 2812 due course of a negotiable instrument, a holder to which a 2813 negotiable document of title has been duly negotiated, or a 2814 protected purchaser of a security, or a qualifying purchase of a 2815 controllable account, controllable electronic record, or 2816 controllable payment intangible. These holders or purchasers 2817 take priority over an earlier security interest, even if 2818 perfected, to the extent provided in chapters 669, 673, 677, and 2819 678. 2820 (2)This chapter does not limit the rights of or impose 2821 liability on a person to the extent that the person is protected 2822 against the assertion of an adverse claim under chapter 669 or 2823 chapter 678. 2824 (3)Filing under this chapter does not constitute notice of 2825 a claim or defense to the holders, purchasers, or persons 2826 described in subsections (1) and (2). 2827 Section 96.Section 679.332, Florida Statutes, is amended 2828 to read: 2829 679.332Transfer of money; transfer of funds from deposit 2830 account; transfer of electronic money. 2831 (1)A transferee of tangible money takes the money free of 2832 a security interest if the transferee receives possession of the 2833 money without acting unless the transferee acts in collusion 2834 with the debtor in violating the rights of the secured party. 2835 (2)A transferee of funds from a deposit account takes the 2836 funds free of a security interest in the deposit account if the 2837 transferee receives the funds without acting unless the 2838 transferee acts in collusion with the debtor in violating the 2839 rights of the secured party. 2840 (3)A transferee of electronic money takes the money free 2841 of a security interest if the transferee obtains control of the 2842 money without acting in collusion with the debtor in violating 2843 the rights of the secured party. 2844 Section 97.Section 679.341, Florida Statutes, is amended 2845 to read: 2846 679.341Banks rights and duties with respect to deposit 2847 account.Except as otherwise provided in s. 679.340(3), and 2848 unless the bank otherwise agrees in a signed an authenticated 2849 record, a banks rights and duties with respect to a deposit 2850 account maintained with the bank are not terminated, suspended, 2851 or modified by: 2852 (1)The creation, attachment, or perfection of a security 2853 interest in the deposit account; 2854 (2)The banks knowledge of the security interest; or 2855 (3)The banks receipt of instructions from the secured 2856 party. 2857 Section 98.Subsection (1) of section 679.4041, Florida 2858 Statutes, is amended to read: 2859 679.4041Rights acquired by assignee; claims and defenses 2860 against assignee. 2861 (1)Unless an account debtor has made an enforceable 2862 agreement not to assert defenses or claims, and subject to 2863 subsections (2)-(5) (2) through (5), the rights of an assignee 2864 are subject to: 2865 (a)All terms of the agreement between the account debtor 2866 and assignor and any defense or claim in recoupment arising from 2867 the transaction that gave rise to the contract; and 2868 (b)Any other defense or claim of the account debtor 2869 against the assignor which accrues before the account debtor 2870 receives a notification of the assignment signed authenticated 2871 by the assignor or the assignee. 2872 Section 99.Subsections (1) through (4) and (7) of section 2873 679.4061, Florida Statutes, are amended, and subsection (13) is 2874 added to that section, to read: 2875 679.4061Discharge of account debtor; notification of 2876 assignment; identification and proof of assignment; restrictions 2877 on assignment of accounts, chattel paper, payment intangibles, 2878 and promissory notes ineffective. 2879 (1)Subject to subsections (2)-(9) (2) through (9) and 2880 (13), an account debtor on an account, chattel paper, or a 2881 payment intangible may discharge its obligation by paying the 2882 assignor until, but not after, the account debtor receives a 2883 notification, signed authenticated by the assignor or the 2884 assignee, that the amount due or to become due has been assigned 2885 and that payment is to be made to the assignee. After receipt of 2886 the notification, the account debtor may discharge its 2887 obligation by paying the assignee and may not discharge the 2888 obligation by paying the assignor. 2889 (2)Subject to subsections (8) and (13) subsection (8), 2890 notification is ineffective under subsection (1): 2891 (a)If it does not reasonably identify the rights assigned; 2892 (b)To the extent that an agreement between an account 2893 debtor and a seller of a payment intangible limits the account 2894 debtors duty to pay a person other than the seller and the 2895 limitation is effective under law other than this chapter; or 2896 (c)At the option of an account debtor, if the notification 2897 notifies the account debtor to make less than the full amount of 2898 any installment or other periodic payment to the assignee, even 2899 if: 2900 1.Only a portion of the account, chattel paper, or payment 2901 intangible has been assigned to that assignee; 2902 2.A portion has been assigned to another assignee; or 2903 3.The account debtor knows that the assignment to that 2904 assignee is limited. 2905 (3)Subject to subsections (8) and (13) subsection (8), if 2906 requested by the account debtor, an assignee shall seasonably 2907 furnish reasonable proof that the assignment has been made. 2908 Unless the assignee complies, the account debtor may discharge 2909 its obligation by paying the assignor, even if the account 2910 debtor has received a notification under subsection (1). 2911 (4)For the purposes of this subsection, the term 2912 promissory note includes a negotiable instrument that 2913 evidences chattel paper. Except as otherwise provided in 2914 subsections (5) and (12) and ss. 680.303 and 679.4071, and 2915 subject to subsection (8), a term in an agreement between an 2916 account debtor and an assignor or in a promissory note is 2917 ineffective to the extent that it: 2918 (a)Prohibits, restricts, or requires the consent of the 2919 account debtor or person obligated on the promissory note to the 2920 assignment or transfer of, or the creation, attachment, 2921 perfection, or enforcement of a security interest in, the 2922 account, chattel paper, payment intangible, or promissory note; 2923 or 2924 (b)Provides that the assignment or transfer or the 2925 creation, attachment, perfection, or enforcement of the security 2926 interest may give rise to a default, breach, right of 2927 recoupment, claim, defense, termination, right of termination, 2928 or remedy under the account, chattel paper, payment intangible, 2929 or promissory note. 2930 (7)Subject to subsections (8) and (13) subsection (8), an 2931 account debtor may not waive or vary its option under paragraph 2932 (2)(c). 2933 (13)Subsections (1), (2), (3), and (7) do not apply to a 2934 controllable account or controllable payment intangible. 2935 Section 100.Subsection (9) is added to section 679.4081, 2936 Florida Statutes, to read: 2937 679.4081Restrictions on assignment of promissory notes, 2938 health-care-insurance receivables, and certain general 2939 intangibles ineffective. 2940 (9)For the purposes of this section, the term promissory 2941 note includes a negotiable instrument that evidences chattel 2942 paper. 2943 Section 101.Subsections (1) and (2) of section 679.509, 2944 Florida Statutes, are amended to read: 2945 679.509Persons entitled to file a record. 2946 (1)A person may file an initial financing statement, 2947 amendment that adds collateral covered by a financing statement, 2948 or amendment that adds a debtor to a financing statement only 2949 if: 2950 (a)The debtor authorizes the filing in a signed an 2951 authenticated record or pursuant to subsection (2) or subsection 2952 (3); or 2953 (b)The person holds an agricultural lien that has become 2954 effective at the time of filing and the financing statement 2955 covers only collateral in which the person holds an agricultural 2956 lien. 2957 (2)By signing authenticating or becoming bound as a debtor 2958 by a security agreement, a debtor or new debtor authorizes the 2959 filing of an initial financing statement, and an amendment, 2960 covering: 2961 (a)The collateral described in the security agreement; and 2962 (b)Property that becomes collateral under s. 2963 679.3151(1)(b), whether or not the security agreement expressly 2964 covers proceeds. 2965 Section 102.Subsections (2) and (3) of section 679.513, 2966 Florida Statutes, are amended to read: 2967 679.513Termination statement. 2968 (2)To comply with subsection (1), a secured party shall 2969 cause the secured party of record to file the termination 2970 statement: 2971 (a)Within 1 month after there is no obligation secured by 2972 the collateral covered by the financing statement and no 2973 commitment to make an advance, incur an obligation, or otherwise 2974 give value; or 2975 (b)If earlier, within 20 days after the secured party 2976 receives a signed an authenticated demand from a debtor. 2977 (3)In cases not governed by subsection (1), within 20 days 2978 after a secured party receives a signed an authenticated demand 2979 from a debtor, the secured party shall cause the secured party 2980 of record for a financing statement to send to the debtor a 2981 termination statement for the financing statement or file the 2982 termination statement in the filing office if: 2983 (a)Except in the case of a financing statement covering 2984 accounts or chattel paper that has been sold or goods that are 2985 the subject of a consignment, there is no obligation secured by 2986 the collateral covered by the financing statement and no 2987 commitment to make an advance, incur an obligation, or otherwise 2988 give value; 2989 (b)The financing statement covers accounts or chattel 2990 paper that has been sold but as to which the account debtor or 2991 other person obligated has discharged its obligation; 2992 (c)The financing statement covers goods that were the 2993 subject of a consignment to the debtor but are not in the 2994 debtors possession; or 2995 (d)The debtor did not authorize the filing of the initial 2996 financing statement. 2997 Section 103.Subsection (2) of section 679.601, Florida 2998 Statutes, is amended, and subsection (4) of that section is 2999 republished, to read: 3000 679.601Rights after default; judicial enforcement; 3001 consignor or buyer of accounts, chattel paper, payment 3002 intangibles, or promissory notes. 3003 (2)A secured party in possession of collateral or control 3004 of collateral under s. 679.1041, s. 679.1051, s. 679.1052, s. 3005 679.1053, s. 679.1061, or s. 679.1071 has the rights and duties 3006 provided in s. 679.2071. 3007 (4)Except as otherwise provided in subsection (7) and s. 3008 679.605, after default, a debtor and an obligor have the rights 3009 provided in this part and by agreement of the parties. 3010 Section 104.Subsection (4) of section 679.604, Florida 3011 Statutes, is amended to read: 3012 679.604Procedure if security agreement covers real 3013 property or fixtures. 3014 (4)A secured party that removes collateral shall promptly 3015 reimburse any encumbrancer or owner of the real property, other 3016 than the debtor, for the cost of repair of any physical injury 3017 caused by the removal. The secured party need not reimburse the 3018 encumbrancer or owner for any diminution in value of the real 3019 property caused by the absence of the goods removed or by any 3020 necessity of replacing them. A person entitled to reimbursement 3021 may refuse permission to remove until the secured party gives 3022 adequate assurance for the performance of the obligation to 3023 reimburse. This subsection does not prohibit a secured party and 3024 the person entitled to reimbursement from entering into a signed 3025 an authenticated record providing for the removal of fixtures 3026 and reimbursement for any damage caused thereby. 3027 Section 105.Section 679.605, Florida Statutes, is amended 3028 to read: 3029 679.605Unknown debtor or secondary obligor. 3030 (1)Except as provided in subsection (2), a secured party 3031 does not owe a duty based on its status as secured party: 3032 (a)(1)To a person who is a debtor or obligor, unless the 3033 secured party knows: 3034 1.(a)That the person is a debtor or obligor; 3035 2.(b)The identity of the person; and 3036 3.(c)How to communicate with the person; or 3037 (b)(2)To a secured party or lienholder that has filed a 3038 financing statement against a person, unless the secured party 3039 knows: 3040 1.(a)That the person is a debtor; and 3041 2.(b)The identity of the person. 3042 (2)A secured party owes a duty based on its status as a 3043 secured party to a person if, at the time the secured party 3044 obtains control of collateral that is a controllable account, 3045 controllable electronic record, or controllable payment 3046 intangible or at the time the security interest attaches to the 3047 collateral, whichever is later: 3048 (a)The person is a debtor or obligor; and 3049 (b)The secured party knows that the information relating 3050 to the person in subparagraph (1)(a)1., subparagraph (1)(a)2., 3051 or subparagraph (1)(a)3. is not provided by the collateral, a 3052 record attached to or logically associated with the collateral, 3053 or the system in which the collateral is recorded. 3054 Section 106.Paragraph (a) of subsection (1) and subsection 3055 (3) of section 679.608, Florida Statutes, are amended to read: 3056 679.608Application of proceeds of collection or 3057 enforcement; liability for deficiency and right to surplus. 3058 (1)If a security interest or agricultural lien secures 3059 payment or performance of an obligation, the following rules 3060 apply: 3061 (a)A secured party shall apply or pay over for application 3062 the cash proceeds of collection or enforcement under s. 679.607 3063 in the following order to: 3064 1.The reasonable expenses of collection and enforcement 3065 and, to the extent provided for by agreement and not prohibited 3066 by law, reasonable attorneys fees and legal expenses incurred 3067 by the secured party; 3068 2.The satisfaction of obligations secured by the security 3069 interest or agricultural lien under which the collection or 3070 enforcement is made; and 3071 3.The satisfaction of obligations secured by any 3072 subordinate security interest in or other lien on the collateral 3073 subject to the security interest or agricultural lien under 3074 which the collection or enforcement is made if the secured party 3075 receives a signed an authenticated demand for proceeds before 3076 distribution of the proceeds is completed. 3077 (3)If the secured party in good faith cannot determine the 3078 validity, extent, or priority of a subordinate security interest 3079 or other lien or there are conflicting claims of subordinate 3080 interests or liens, the secured party may commence an 3081 interpleader action with respect to remaining proceeds in excess 3082 of $2,500 in the circuit or county court, as applicable based 3083 upon the amount to be deposited, where the collateral was 3084 located or collected or in the county where the debtor has its 3085 chief executive office or principal residence in this state, as 3086 applicable. If authorized in a signed an authenticated record, 3087 the interpleading secured party is entitled to be paid from the 3088 remaining proceeds the actual costs of the filing fee and an 3089 attorney attorneys fee in the amount of $250 incurred in 3090 connection with filing the interpleader action and obtaining an 3091 order approving the interpleader of funds. The debtor in a 3092 consumer transaction may not be assessed for the reasonable 3093 attorney attorneys fees and costs incurred in the interpleader 3094 action by the holders of subordinate security interests or other 3095 liens based upon disputes among said holders, and a debtor in a 3096 transaction other than a consumer transaction may only recover 3097 such fees and costs to the extent provided for in a signed an 3098 authenticated record. If authorized in a signed an authenticated 3099 record, the court in the interpleader action may award 3100 reasonable attorney attorneys fees and costs to the prevailing 3101 party in a dispute between the debtor and a holder of a security 3102 interest or lien which claims an interest in the remaining 3103 interplead proceeds, but only if the debtor challenges the 3104 validity, priority, or extent of said security interest or lien. 3105 Except as provided in this subsection, a debtor may not be 3106 assessed reasonable attorney attorneys fees and costs incurred 3107 by any party in an interpleader action commenced under this 3108 section. 3109 Section 107.Subsections (1), (2), (3), (5), and (6) of 3110 section 679.611, Florida Statutes, are amended to read: 3111 679.611Notification before disposition of collateral. 3112 (1)In this section, the term notification date means the 3113 earlier of the date on which: 3114 (a)A secured party sends to the debtor and any secondary 3115 obligor a signed an authenticated notification of disposition; 3116 or 3117 (b)The debtor and any secondary obligor waive the right to 3118 notification. 3119 (2)Except as otherwise provided in subsection (4), a 3120 secured party that disposes of collateral under s. 679.610 shall 3121 send to the persons specified in subsection (3) a reasonable 3122 signed authenticated notification of disposition. 3123 (3)To comply with subsection (2), the secured party shall 3124 send a signed an authenticated notification of disposition to: 3125 (a)The debtor; 3126 (b)Any secondary obligor; and 3127 (c)If the collateral is other than consumer goods: 3128 1.Any other person from whom the secured party has 3129 received, before the notification date, a signed an 3130 authenticated notification of a claim of an interest in the 3131 collateral; 3132 2.Any other secured party or lienholder that, 10 days 3133 before the notification date, held a security interest in or 3134 other lien on the collateral perfected by the filing of a 3135 financing statement that: 3136 a.Identified the collateral; 3137 b.Was indexed under the debtors name as of that date; and 3138 c.Was filed in the office in which to file a financing 3139 statement against the debtor covering the collateral as of that 3140 date; and 3141 3.Any other secured party that, 10 days before the 3142 notification date, held a security interest in the collateral 3143 perfected by compliance with a statute, regulation, or treaty 3144 described in s. 679.3111(1). 3145 (5)A secured party complies with the requirement for 3146 notification prescribed by subparagraph (3)(c)2. if: 3147 (a)Not later than 20 days or earlier than 30 days before 3148 the notification date, the secured party requests, in a 3149 commercially reasonable manner, information concerning financing 3150 statements indexed under the debtors name in the office 3151 indicated in subparagraph (3)(c)2.; and 3152 (b)Before the notification date, the secured party: 3153 1.Did not receive a response to the request for 3154 information; or 3155 2.Received a response to the request for information and 3156 sent a signed an authenticated notification of disposition to 3157 each secured party or other lienholder named in that response 3158 whose financing statement covered the collateral. 3159 (6)For purposes of subsection (3), the secured party may 3160 send the signed authenticated notification as follows: 3161 (a)If the collateral is other than consumer goods, to the 3162 debtor at the address in the financing statement, unless the 3163 secured party has received a signed an authenticated record from 3164 the debtor notifying the secured party of a different address 3165 for such notification purposes or the secured party has actual 3166 knowledge of the address of the debtors chief executive office 3167 or principal residence, as applicable, at the time the 3168 notification is sent; 3169 (b)If the collateral is other than consumer goods, to any 3170 secondary obligor at the address, if any, in the signed 3171 authenticated agreement, unless the secured party has received a 3172 signed an authenticated record from the secondary obligor 3173 notifying the secured party of a different address for such 3174 notification purposes or the secured party has actual knowledge 3175 of the address of the secondary obligors chief executive office 3176 or principal residence, as applicable, at the time the 3177 notification is sent; and 3178 (c)If the collateral is other than consumer goods: 3179 1.To the person described in subparagraph (3)(c)1., at the 3180 address stated in the notification; 3181 2.To the person described in subparagraph (3)(c)2., at the 3182 address stated in the financing statement; 3183 3.To the person described in subparagraph (3)(c)3., at the 3184 address stated in the official records of the recording or 3185 registration agency. 3186 Section 108.Subsection (5) of section 679.613, Florida 3187 Statutes, is amended to read: 3188 679.613Contents and form of notification before 3189 disposition of collateral; general.Except in a consumer-goods 3190 transaction, the following rules apply: 3191 (5)(a)The following form of notification and the form 3192 appearing in s. 679.614(3)(a) s. 679.614(3), when completed in 3193 accordance with the instructions in paragraph (b), each provides 3194 sufficient information: 3195 3196 NOTIFICATION OF DISPOSITION 3197 OF COLLATERAL 3198 3199 To:...(Name of debtor, obligor, or other person to which the 3200 notification is sent)... 3201 From:...(Name, address, and telephone number of secured 3202 party)... 3203 Item 1. Name of any debtor that is not an addressee 3204 Debtor(s):...(Name of each debtor Include only if debtor(s) are 3205 not an addressee)... 3206 [For a public disposition:] 3207 Item 2. We will sell [or lease or license, as applicable] 3208 the ...(describe collateral)...to the highest qualified bidder 3209 at public sale. A sale could include a lease or a license. The 3210 sale will be held in public as follows: 3211 Day and Date: 3212 Time: 3213 Place: 3214 [For a private disposition:] 3215 Item 3. We will sell [or lease or license, as applicable] 3216 the ...(describe collateral)... at a private sale privately 3217 sometime after ...(day and date).... A sale could include a 3218 lease or a license. 3219 Item 4. You are entitled to an accounting of the unpaid 3220 indebtedness secured by the property that we intend to sell or, 3221 as applicable, [or lease or license. 3222 Item 5. If you request an accounting, you must pay, as 3223 applicable] for a charge of $..... 3224 Item 6. You may request an accounting by calling us at 3225 ...(telephone number).... 3226 (b)The following instructions apply to the form set forth 3227 in paragraph (a): 3228 1.Do not include the item numbers in the notification, as 3229 they are used only for the purpose of clarification. 3230 2.Include and complete Item 1 only if there is a debtor 3231 that is not an addressee of the notification and list the name 3232 or names. 3233 3.Include and complete either Item 2, if the notification 3234 relates to a public disposition of the collateral, or Item 3, if 3235 the notification relates to a private disposition of the 3236 collateral. If Item 2 is completed, include the words to the 3237 highest qualified bidder only if applicable. 3238 4.Include and complete Items 4 and 6. 3239 5.Include and complete Item 5 only if the sender will 3240 charge the recipient for an accounting. 3241 Section 109.Subsection (3) of section 679.614, Florida 3242 Statutes, is amended to read: 3243 679.614Contents and form of notification before 3244 disposition of collateral; consumer-goods transaction.In a 3245 consumer-goods transaction, the following rules apply: 3246 (3)(a)The following form of notification, when completed 3247 in accordance with the instructions set forth in paragraph (b), 3248 provides sufficient information: 3249 3250 ...(Name and address of secured party)... 3251 ...(Date)... 3252 3253 NOTICE OF OUR PLAN TO SELL PROPERTY 3254 3255 ...(Name and address of any obligor who is also a debtor)... 3256 Subject:...(Identify Identification of Transaction)... 3257 We have your ...(describe collateral)..., because you broke 3258 promises in our agreement. 3259 [For a public disposition:] 3260 Item 1. We will sell ...(describe collateral)... at public 3261 sale. A sale could include a lease or license. The sale will be 3262 held as follows: 3263 Date: 3264 Time: 3265 Place: 3266 3267 You may attend the sale and bring bidders if you want. 3268 [For a private disposition:] 3269 Item 2. We will sell ...(describe collateral)... at private 3270 sale sometime after ...(date).... A sale could include a lease 3271 or license. 3272 Item 3. The money that we get from the sale (after paying 3273 our costs) will reduce the amount you owe. If we get less money 3274 than you owe, you ...(will or will not, as applicable)... still 3275 owe us the difference. If we get more money than you owe, you 3276 will get the extra money, unless we must pay it to someone else. 3277 Item 4. You can get the property back at any time before we 3278 sell it by paying us the full amount you owe, (not just the past 3279 due payments), including our expenses. To learn the exact amount 3280 you must pay, call us at ...(telephone number).... 3281 Item 5. If you want us to explain to you ...(in writing or 3282 in description of electronic record)... how we have figured the 3283 amount that you owe us, Item 6. you may call us at ...(telephone 3284 number)..., or write us at ...(secured partys address)..., or 3285 contact us by ...(description of electronic communication 3286 method)... Item 7. and request a written explanation, an 3287 explanation in ...(description of electronic record).... 3288 Item 8. We will charge you $.... for the explanation if we 3289 sent you another written explanation of the amount you owe us 3290 within the last 6 months. 3291 Item 9. If you need more information about the sale, call 3292 us at ...(telephone number)..., or write us at ...(secured 3293 partys address)..., or contact us by ...(description of 3294 electronic communication method).... 3295 Item 10. We are sending this notice to the following other 3296 people who have an interest in ...(describe collateral)... or 3297 who owe money under your agreement: 3298 ...(Names of all other debtors and obligors, if any)... 3299 (b)The following instructions apply to the form of 3300 notification in paragraph (a): 3301 1.The instructions in this paragraph refer to the numbers 3302 before items in the form of notification in paragraph (a). Do 3303 not include the numbers in the notification. The numbers are 3304 used only for the purpose of these instructions. 3305 2.Include and complete either Item 1, if the notification 3306 relates to a public disposition of the collateral, or Item 2, if 3307 the notification relates to a private disposition of the 3308 collateral. 3309 3.Include and complete Items 3, 4, 5, 6, and 7. 3310 4.In Item 5, include and complete any one of the three 3311 alternative methods for the explanation identified in paragraph 3312 (a). 3313 5.In Item 6, include the telephone number. In addition, 3314 the sender may include and complete either or both of the two 3315 additional alternative methods of communication identified in 3316 paragraph (a) for the recipient of the notification to 3317 communicate with the sender. Neither of the two additional 3318 methods of communication is required to be included. 3319 6.In Item 7, include and complete the method or methods 3320 for the explanationwriting, writing or electronic record, or 3321 electronic recordincluded in Item 5. 3322 7.Include and complete Item 8 only if a written 3323 explanation is included in Item 5 as a method for communicating 3324 the explanation and the sender will charge the recipient for 3325 another written explanation. 3326 8.In Item 9, include either the telephone number or the 3327 address, or both. In addition, the sender may include and 3328 complete the additional method of communication identified in 3329 paragraph (a) for the recipient of the notification to 3330 communicate with the sender. The additional method of electronic 3331 communication is not required to be included. 3332 9.If Item 10 does not apply, insert None after 3333 agreement:. 3334 Section 110.Subsection (1) of section 679.615, Florida 3335 Statutes, is amended to read: 3336 679.615Application of proceeds of disposition; liability 3337 for deficiency and right to surplus. 3338 (1)A secured party shall apply or pay over for application 3339 the cash proceeds of disposition under s. 679.610 in the 3340 following order to: 3341 (a)The reasonable expenses of retaking, holding, preparing 3342 for disposition, processing, and disposing, and, to the extent 3343 provided for by agreement and not prohibited by law, reasonable 3344 attorneys fees and legal expenses incurred by the secured 3345 party; 3346 (b)The satisfaction of obligations secured by the security 3347 interest or agricultural lien under which the disposition is 3348 made; 3349 (c)The satisfaction of obligations secured by any 3350 subordinate security interest in or other subordinate lien on 3351 the collateral if: 3352 1.The secured party receives from the holder of the 3353 subordinate security interest or other lien a signed an 3354 authenticated demand for proceeds before distribution of the 3355 proceeds is completed; and 3356 2.In a case in which a consignor has an interest in the 3357 collateral, the subordinate security interest or other lien is 3358 senior to the interest of the consignor; and 3359 (d)A secured party that is a consignor of the collateral 3360 if the secured party receives from the consignor a signed an 3361 authenticated demand for proceeds before distribution of the 3362 proceeds is completed. 3363 Section 111.Subsections (1), (2), and (3) of section 3364 679.616, Florida Statutes, are amended to read: 3365 679.616Explanation of calculation of surplus or 3366 deficiency. 3367 (1)In this section, the term: 3368 (a)Explanation means a record writing that: 3369 1.States the amount of the surplus or deficiency; 3370 2.Provides an explanation in accordance with subsection 3371 (3) of how the secured party calculated the surplus or 3372 deficiency; 3373 3.States, if applicable, that future debits, credits, 3374 charges, including additional credit service charges or 3375 interest, rebates, and expenses may affect the amount of the 3376 surplus or deficiency; and 3377 4.Provides a telephone number or mailing address from 3378 which additional information concerning the transaction is 3379 available. 3380 (b)Request means a record: 3381 1.Signed Authenticated by a debtor or consumer obligor; 3382 2.Requesting that the recipient provide an explanation; 3383 and 3384 3.Sent after disposition of the collateral under s. 3385 679.610. 3386 (2)In a consumer-goods transaction in which the debtor is 3387 entitled to a surplus or a consumer obligor is liable for a 3388 deficiency under s. 679.615, the secured party shall: 3389 (a)Send an explanation to the debtor or consumer obligor, 3390 as applicable, after the disposition and: 3391 1.Before or when the secured party accounts to the debtor 3392 and pays any surplus or first makes written demand in a record 3393 on the consumer obligor after the disposition for payment of the 3394 deficiency; and 3395 2.Within 14 days after receipt of a request; or 3396 (b)In the case of a consumer obligor who is liable for a 3397 deficiency, within 14 days after receipt of a request, send to 3398 the consumer obligor a record waiving the secured partys right 3399 to a deficiency. 3400 (3)To comply with subparagraph (1)(a)2., an explanation a 3401 writing must provide the following information in the following 3402 order: 3403 (a)The aggregate amount of obligations secured by the 3404 security interest under which the disposition was made, and, if 3405 the amount reflects a rebate of unearned interest or credit 3406 service charge, an indication of that fact, calculated as of a 3407 specified date: 3408 1.If the secured party takes or receives possession of the 3409 collateral after default, not more than 35 days before the 3410 secured party takes or receives possession; or 3411 2.If the secured party takes or receives possession of the 3412 collateral before default or does not take possession of the 3413 collateral, not more than 35 days before the disposition; 3414 (b)The amount of proceeds of the disposition; 3415 (c)The aggregate amount of the obligations after deducting 3416 the amount of proceeds; 3417 (d)The amount, in the aggregate or by type, and types of 3418 expenses, including expenses of retaking, holding, preparing for 3419 disposition, processing, and disposing of the collateral, and 3420 attorneys fees secured by the collateral which are known to the 3421 secured party and relate to the current disposition; 3422 (e)The amount, in the aggregate or by type, and types of 3423 credits, including rebates of interest or credit service 3424 charges, to which the obligor is known to be entitled and which 3425 are not reflected in the amount in paragraph (a); and 3426 (f)The amount of the surplus or deficiency. 3427 Section 112.Subsection (1) of section 679.619, Florida 3428 Statutes, is amended to read: 3429 679.619Transfer of record or legal title. 3430 (1)In this section, the term transfer statement means a 3431 record signed authenticated by a secured party stating: 3432 (a)That the debtor has defaulted in connection with an 3433 obligation secured by specified collateral; 3434 (b)That the secured party has exercised its post-default 3435 remedies with respect to the collateral; 3436 (c)That, by reason of the exercise, a transferee has 3437 acquired the rights of the debtor in the collateral; and 3438 (d)The name and mailing address of the secured party, 3439 debtor, and transferee. 3440 Section 113.Subsections (1), (2), (3), and (6) of section 3441 679.620, Florida Statutes, are amended to read: 3442 679.620Acceptance of collateral in full or partial 3443 satisfaction of obligation; compulsory disposition of 3444 collateral. 3445 (1)Except as otherwise provided in subsection (7), a 3446 secured party may accept collateral in full or partial 3447 satisfaction of the obligation it secures only if: 3448 (a)The debtor consents to the acceptance under subsection 3449 (3); 3450 (b)The secured party does not receive, within the time set 3451 forth in subsection (4), a notification of objection to the 3452 proposal signed authenticated by: 3453 1.A person to whom the secured party was required to send 3454 a proposal under s. 679.621; or 3455 2.Any other person, other than the debtor, holding an 3456 interest in the collateral subordinate to the security interest 3457 that is the subject of the proposal; 3458 (c)If the collateral is consumer goods, the collateral is 3459 not in the possession of the debtor when the debtor consents to 3460 the acceptance; and 3461 (d)Subsection (5) does not require the secured party to 3462 dispose of the collateral or the debtor waives the requirement 3463 pursuant to s. 679.624. 3464 (2)A purported or apparent acceptance of collateral under 3465 this section is ineffective unless: 3466 (a)The secured party consents to the acceptance in a 3467 signed an authenticated record or sends a proposal to the 3468 debtor; and 3469 (b)The conditions of subsection (1) are met. 3470 (3)For purposes of this section: 3471 (a)A debtor consents to an acceptance of collateral in 3472 partial satisfaction of the obligation it secures only if the 3473 debtor agrees to the terms of the acceptance in a record signed 3474 authenticated after default; and 3475 (b)A debtor consents to an acceptance of collateral in 3476 full satisfaction of the obligation it secures only if the 3477 debtor agrees to the terms of the acceptance in a record signed 3478 authenticated after default or the secured party: 3479 1.Sends to the debtor after default a proposal that is 3480 unconditional or subject only to a condition that collateral not 3481 in the possession of the secured party be preserved or 3482 maintained; 3483 2.In the proposal, proposes to accept collateral in full 3484 satisfaction of the obligation it secures, and, in a consumer 3485 transaction, provides notice that the proposal will be deemed 3486 accepted if it is not objected to by an authenticated notice 3487 within 30 days after the date the proposal is sent by the 3488 secured party; and 3489 3.Does not receive a notification of objection signed 3490 authenticated by the debtor within 30 days after the proposal is 3491 sent. 3492 (6)To comply with subsection (5), the secured party shall 3493 dispose of the collateral: 3494 (a)Within 90 days after taking possession; or 3495 (b)Within any longer period to which the debtor and all 3496 secondary obligors have agreed in an agreement to that effect 3497 entered into and signed authenticated after default. 3498 Section 114.Subsection (1) of section 679.621, Florida 3499 Statutes, is amended to read: 3500 679.621Notification of proposal to accept collateral. 3501 (1)A secured party that desires to accept collateral in 3502 full or partial satisfaction of the obligation it secures shall 3503 send its proposal to: 3504 (a)Any person from whom the secured party has received, 3505 before the debtor consented to the acceptance, a signed an 3506 authenticated notification of a claim of an interest in the 3507 collateral; 3508 (b)Any other secured party or lienholder that, 10 days 3509 before the debtor consented to the acceptance, held a security 3510 interest in or other lien on the collateral perfected by the 3511 filing of a financing statement that: 3512 1.Identified the collateral; 3513 2.Was indexed under the debtors name as of that date; and 3514 3.Was filed in the office or offices in which to file a 3515 financing statement against the debtor covering the collateral 3516 as of that date; and 3517 (c)Any other secured party that, 10 days before the debtor 3518 consented to the acceptance, held a security interest in the 3519 collateral perfected by compliance with a statute, regulation, 3520 or treaty described in s. 679.3111(1). 3521 Section 115.Section 679.624, Florida Statutes, is amended 3522 to read: 3523 679.624Waiver. 3524 (1)A debtor or secondary obligor may waive the right to 3525 notification of disposition of collateral under s. 679.611 only 3526 by an agreement to that effect entered into and signed 3527 authenticated after default. 3528 (2)A debtor may waive the right to require disposition of 3529 collateral under s. 679.620(5) only by an agreement to that 3530 effect entered into and signed authenticated after default. 3531 (3)Except in a consumer-goods transaction, a debtor or 3532 secondary obligor may waive the right to redeem collateral under 3533 s. 679.623 only by an agreement to that effect entered into and 3534 signed authenticated after default. 3535 Section 116.Subsections (1) and (5) of section 679.625, 3536 Florida Statutes, are amended, and subsections (3), (6), and (7) 3537 of that section are republished, to read: 3538 679.625Remedies for failure to comply with article. 3539 (1)If it is established that a secured party is not 3540 proceeding in accordance with this chapter, a court may order or 3541 restrain collection, enforcement, or disposition of collateral 3542 on appropriate terms and conditions. This subsection does shall 3543 not preclude a debtor other than a consumer and a secured party, 3544 or two or more secured parties in other than a consumer 3545 transaction, from agreeing in a signed an authenticated record 3546 that the debtor or secured party must first provide to the 3547 alleged offending secured party notice of a violation of this 3548 chapter and opportunity to cure before commencing any legal 3549 proceeding under this section. 3550 (3)Except as otherwise provided in s. 679.628: 3551 (a)A person who, at the time of the failure, was a debtor, 3552 was an obligor, or held a security interest in or other lien on 3553 the collateral may recover damages under subsection (2) for the 3554 persons loss; and 3555 (b)If the collateral is consumer goods, a person who was a 3556 debtor or a secondary obligor at the time a secured party failed 3557 to comply with this part may recover for that failure in any 3558 event an amount not less than the credit service charge plus 10 3559 percent of the principal amount of the obligation or the time 3560 price differential plus 10 percent of the cash price. 3561 (5)In lieu of damages recoverable under subsection (2), 3562 the debtor, consumer obligor, or person named as a debtor in a 3563 filed record, as applicable, may recover $500 in each case from 3564 a person who: 3565 (a)Fails to comply with s. 679.2081; 3566 (b)Fails to comply with s. 679.209; 3567 (c)Files a record that the person is not entitled to file 3568 under s. 679.509(1); 3569 (d)Fails to cause the secured party of record to file or 3570 send a termination statement as required by s. 679.513(1) or (3) 3571 after receipt of a signed an authenticated record notifying the 3572 person of such noncompliance; 3573 (e)Fails to comply with s. 679.616(2)(a) and whose failure 3574 is part of a pattern, or consistent with a practice, of 3575 noncompliance; or 3576 (f)Fails to comply with s. 679.616(2)(b). 3577 (6)A debtor or consumer obligor may recover damages under 3578 subsection (2) and, in addition, $500 in each case from a person 3579 who, without reasonable cause, fails to comply with a request 3580 under s. 679.210. A recipient of a request under s. 679.210 3581 which never claimed an interest in the collateral or obligations 3582 that are the subject of a request under that section has a 3583 reasonable excuse for failure to comply with the request within 3584 the meaning of this subsection. 3585 (7)If a secured party fails to comply with a request 3586 regarding a list of collateral or a statement of account under 3587 s. 679.210, the secured party may claim a security interest only 3588 as shown in the list or statement included in the request as 3589 against a person who is reasonably misled by the failure. 3590 Section 117.Subsections (1) and (2) of section 679.628, 3591 Florida Statutes, are amended, and subsection (6) is added to 3592 that section, to read: 3593 679.628Nonliability and limitation on liability of secured 3594 party; liability of secondary obligor. 3595 (1)Subject to subsection (6), unless a secured party knows 3596 that a person is a debtor or obligor, knows the identity of the 3597 person, and knows how to communicate with the person: 3598 (a)The secured party is not liable to the person, or to a 3599 secured party or lienholder that has filed a financing statement 3600 against the person, for failure to comply with this chapter; and 3601 (b)The secured partys failure to comply with this chapter 3602 does not affect the liability of the person for a deficiency. 3603 (2)Subject to subsection (6), a secured party is not 3604 liable because of its status as a secured party: 3605 (a)To a person who is a debtor or obligor, unless the 3606 secured party knows: 3607 1.That the person is a debtor or obligor; 3608 2.The identity of the person; and 3609 3.How to communicate with the person; or 3610 (b)To a secured party or lienholder that has filed a 3611 financing statement against a person, unless the secured party 3612 knows: 3613 1.That the person is a debtor; and 3614 2.The identity of the person. 3615 (6)Subsections (1) and (2) do not apply to limit the 3616 liability of a secured party to a person if, at the time the 3617 secured party obtains control of collateral that is a 3618 controllable account, controllable electronic record, or 3619 controllable payment intangible or at the time the security 3620 interest attaches to the collateral, whichever is later: 3621 (a)The person is a debtor or obligor; and 3622 (b)The secured party knows that the information in 3623 subparagraph (2)(a)1., subparagraph (2)(a)2., or subparagraph 3624 (2)(a)3., relating to the person is not provided by the 3625 collateral, a record attached to or logically associated with 3626 the collateral, or the system in which the collateral is 3627 recorded. 3628 Section 118.Part IX of chapter 679, Florida Statutes, 3629 consisting of ss. 679.901 and 679.902, Florida Statutes, is 3630 created and entitled Transitional Provisions. 3631 Section 119.Section 679.901, Florida Statutes, is created 3632 to read: 3633 679.901Saving clause.Except as otherwise provided in ss. 3634 669.501-669.706, a transaction validly entered into before July 3635 1, 2025, and the rights duties, and interests flowing from such 3636 transaction remain valid thereafter and may be terminated, 3637 completed, consummated, or enforced as required or permitted by 3638 law other than the Uniform Commercial Code or, if applicable, by 3639 the Uniform Commercial Code as though this act had not taken 3640 effect. 3641 Section 120.Section 679.902, Florida Statutes, is created 3642 to read: 3643 679.902Transitional provisions.Effective July 1, 2025, 3644 chapter 679 shall be amended by this act, including the 3645 transitional provisions for chapters 669 and 679, as amended by 3646 this act, as provided in part II of chapter 669. 3647 Section 121.Section 680.1021, Florida Statutes, is amended 3648 to read: 3649 680.1021Scope. 3650 (1)This chapter applies to any transaction, regardless of 3651 form, that creates a lease and, in the case of a hybrid lease, 3652 applies to the extent provided in subsection (2). 3653 (2)In a hybrid lease, both of the following apply: 3654 (a)If the lease-of-goods aspects do not predominate: 3655 1.Only the provisions of this chapter which relate 3656 primarily to the lease-of-goods aspects of the transaction 3657 apply, and the provisions that relate primarily to the 3658 transaction as a whole do not apply; 3659 2.Section 608.209 applies if the lease is a finance lease; 3660 and 3661 3.Section 608.407 applies to the promises of the lessee in 3662 a finance lease to the extent that the promises are 3663 consideration for the right to possession and use of the leased 3664 goods. 3665 (b)If the lease-of-goods aspects predominate, this chapter 3666 applies to the transaction, but does not preclude application in 3667 appropriate circumstances of other law to aspects of the lease 3668 which do not relate to the lease of goods. 3669 Section 122.Present paragraphs (i) through (z) of 3670 subsection (1) of section 680.1031, Florida Statutes, are 3671 redesignated as paragraphs (j) through (aa), respectively, a new 3672 paragraph (i) is added to that subsection, and paragraphs (a), 3673 (d), (e), (f), (h), (j), (l), and (m) of subsection (3) of that 3674 section are amended, to read: 3675 680.1031Definitions and index of definitions. 3676 (1)In this chapter, unless the context otherwise requires: 3677 (i)Hybrid lease means a single transaction involving a 3678 lease of goods and: 3679 1.The provision of services; 3680 2.A sale of other goods; or 3681 3.A sale, lease, or license of property other than goods. 3682 (3)The following definitions in other chapters of this 3683 code apply to this chapter: 3684 (a)Account, s. 679.1021(1) s. 679.1021(1)(b). 3685 (d)Chattel paper, s. 679.1021(1) s. 679.1021(1)(k). 3686 (e)Consumer goods, s. 679.1021(1) s. 679.1021(1)(w). 3687 (f)Document, s. 679.1021(1) s. 679.1021(1)(dd). 3688 (h)General intangible, s. 679.1021(1) s. 3689 679.1021(1)(pp). 3690 (j)Instrument, s. 679.1021(1) s. 679.1021(1)(uu). 3691 (l)Mortgage, s. 679.1021(1) s. 679.1021(1)(ccc). 3692 (m)Pursuant to a commitment, s. 679.1021(1) s. 3693 679.1021(1)(ppp). 3694 Section 123.Section 680.1071, Florida Statutes, is amended 3695 to read: 3696 680.1071Waiver or renunciation of claim or right after 3697 default.Any claim or right arising out of an alleged default or 3698 breach of warranty may be discharged in whole or in part without 3699 consideration by a written waiver or renunciation in a signed 3700 record and delivered by the aggrieved party. 3701 Section 124.Subsections (1), (3), and (5) of section 3702 680.201, Florida Statutes, are amended to read: 3703 680.201Statute of frauds. 3704 (1)A lease contract is not enforceable by way of action or 3705 defense unless: 3706 (a)In a lease contract that is not a consumer lease, the 3707 total payments to be made under the lease contract, excluding 3708 payments for options to renew or buy, are less than $1,000; or 3709 (b)There is a record writing, signed by the party against 3710 whom enforcement is sought or by that partys authorized agent, 3711 sufficient to indicate that a lease contract has been made 3712 between the parties and to describe the goods leased and the 3713 lease term. 3714 (3)A record writing is not insufficient because it omits 3715 or incorrectly states a term agreed upon, but the lease contract 3716 is not enforceable under paragraph (1)(b) beyond the lease term 3717 and the quantity of goods shown in the record writing. 3718 (5)The lease term under a lease contract referred to in 3719 subsection (4) is: 3720 (a)If there is a record writing signed by the party 3721 against whom enforcement is sought or by that partys authorized 3722 agent specifying the lease term, the term so specified; 3723 (b)If the party against whom enforcement is sought admits 3724 in that partys pleading, testimony, or otherwise in court a 3725 lease term, the term so admitted; or 3726 (c)A reasonable lease term. 3727 Section 125.Section 680.202, Florida Statutes, is amended 3728 to read: 3729 680.202Final written expression: parol or extrinsic 3730 evidence.Terms with respect to which the confirmatory memoranda 3731 of the parties agree or which are otherwise set forth in a 3732 record writing intended by the parties as a final expression of 3733 their agreement with respect to such terms as are included 3734 therein may not be contradicted by evidence of any prior 3735 agreement or of a contemporaneous oral agreement but may be 3736 explained or supplemented: 3737 (1)By course of dealing or usage of trade or by course of 3738 performance; and 3739 (2)By evidence of consistent additional terms unless the 3740 court finds the record writing to have been intended also as a 3741 complete and exclusive statement of the terms of the agreement. 3742 Section 126.Section 680.203, Florida Statutes, is amended 3743 to read: 3744 680.203Seals inoperative.The affixing of a seal to a 3745 record writing evidencing a lease contract or an offer to enter 3746 into a lease contract does not render the record writing a 3747 sealed instrument, and the law with respect to sealed 3748 instruments does not apply to the lease contract or offer. 3749 Section 127.Section 680.205, Florida Statutes, is amended 3750 to read: 3751 680.205Firm offers.An offer by a merchant to lease goods 3752 to or from another person in a signed record writing that by its 3753 terms gives assurance it will be held open is not revocable, for 3754 lack of consideration, during the time stated or, if no time is 3755 stated, for a reasonable time, but in no event may the period of 3756 irrevocability exceed 3 months. Any such term of assurance on a 3757 form supplied by the offeree must be separately signed by the 3758 offeror. 3759 Section 128.Subsection (2) of section 680.208, Florida 3760 Statutes, is amended to read: 3761 680.208Modification, rescission, and waiver. 3762 (2)A signed lease agreement that excludes modification or 3763 rescission except by a signed record writing may not be 3764 otherwise modified or rescinded, but, except as between 3765 merchants, such a requirement on a form supplied by a merchant 3766 must be separately signed by the other party. 3767 Section 129.Part VI of chapter 680, Florida Statutes, 3768 consisting of s. 680.601, Florida Statutes, is created and 3769 entitled Transitional Provisions. 3770 Section 130.Section 680.601, Florida Statutes, is created 3771 to read: 3772 680.601Saving clause.Except as provided in ss. 669.501 3773 669.706, a transaction validly entered into before July 1, 2025, 3774 and the rights, duties, and interests flowing from such 3775 transaction remain valid thereafter and may be terminated, 3776 completed, consummated, or enforced as required or permitted by 3777 law other than the Uniform Commercial Code or, if applicable, by 3778 the Uniform Commercial Code as though this act had not taken 3779 effect. 3780 Section 131.Subsection (6) of section 55.205, Florida 3781 Statutes, is amended to read: 3782 55.205Effect of judgment lien. 3783 (6)A judgment lien acquired under s. 55.202 may be 3784 enforced only through judicial process, including attachment 3785 under chapter 76; execution under chapter 56; garnishment under 3786 chapter 77; a charging order under s. 605.0503, s. 620.1703, or 3787 s. 620.8504; or proceedings supplementary to execution under s. 3788 56.29. A holder of a judgment lien acquired under s. 55.202, who 3789 is not enforcing separate lien rights in a judgment debtors 3790 property, may not enforce his or her rights under this section 3791 through self-help repossession or replevin without a court order 3792 or without the express consent of the judgment debtor contained 3793 in a record authenticated in accordance with s. 668.50 or s. 3794 679.1021(1) s. 679.1021(1)(g) after the judgment lien attaches. 3795 Section 132.Subsection (2) and paragraph (b) of subsection 3796 (3) of section 319.27, Florida Statutes, are amended to read: 3797 319.27Notice of lien on motor vehicles or mobile homes; 3798 notation on certificate; recording of lien. 3799 (2)No lien for purchase money or as security for a debt in 3800 the form of a security agreement, retain title contract, 3801 conditional bill of sale, chattel mortgage, or other similar 3802 instrument or any other nonpossessory lien, including a lien for 3803 child support, upon a motor vehicle or mobile home upon which a 3804 Florida certificate of title has been issued shall be 3805 enforceable in any of the courts of this state against creditors 3806 or subsequent purchasers for a valuable consideration and 3807 without notice, unless a sworn notice of such lien has been 3808 filed in the department and such lien has been noted upon the 3809 certificate of title of the motor vehicle or mobile home. Such 3810 notice shall be effective as constructive notice when filed. The 3811 interest of a statutory nonpossessory lienor; the interest of a 3812 nonpossessory execution, attachment, or equitable lienor; or the 3813 interest of a lien creditor as defined in s. 679.1021(1) s. 3814 679.1021(1)(zz), if nonpossessory, is shall not be enforceable 3815 against creditors or subsequent purchasers for a valuable 3816 consideration unless such interest becomes a possessory lien or 3817 is noted upon the certificate of title for the subject motor 3818 vehicle or mobile home prior to the occurrence of the subsequent 3819 transaction. Provided the provisions of this subsection relating 3820 to a nonpossessory statutory lienor; a nonpossessory execution, 3821 attachment, or equitable lienor; or the interest of a lien 3822 creditor as defined in s. 679.1021(1) does s. 679.1021(1)(zz) 3823 shall not apply to liens validly perfected before prior to 3824 October 1, 1988. The notice of lien must shall provide the 3825 following information: 3826 (a)The date of the lien if a security agreement, retain 3827 title contract, conditional bill of sale, chattel mortgage, or 3828 other similar instrument was executed prior to the filing of the 3829 notice of lien; 3830 (b)The name and address of the registered owner; 3831 (c)A description of the motor vehicle or mobile home, 3832 showing the make, type, and vehicle identification number; and 3833 (d)The name and address of the lienholder. 3834 (3) 3835 (b)As applied to a determination of the respective rights 3836 of a secured party under this chapter and a lien creditor as 3837 defined by s. 679.1021(1) s. 679.1021(1)(zz), or a nonpossessory 3838 statutory lienor, a security interest under this chapter shall 3839 be perfected upon the filing of the notice of lien with the 3840 department, the county tax collector, or their agents. Provided, 3841 however, the date of perfection of a security interest of such 3842 secured party shall be the same date as the execution of the 3843 security agreement or other similar instrument if the notice of 3844 lien is filed in accordance with this subsection within 15 days 3845 after the debtor receives possession of the motor vehicle or 3846 mobile home and executes such security agreement or other 3847 similar instrument. The date of filing of the notice of lien 3848 shall be the date of its receipt by the department central 3849 office in Tallahassee, if first filed there, or otherwise by the 3850 office of the county tax collector, or their agents. 3851 Section 133.Subsection (2) of section 328.0015, Florida 3852 Statutes, is amended to read: 3853 328.0015Definitions. 3854 (2)The following definitions and terms also apply to this 3855 part: 3856 (a)Agreement as defined in s. 671.201 s. 671.201(3). 3857 (b)Buyer in ordinary course of business as defined in s. 3858 671.201 s. 671.201(9). 3859 (c)Conspicuous as defined in s. 671.201 s. 671.201(11). 3860 (d)Consumer goods as defined in s. 679.1021(1) s. 3861 679.1021(1)(w). 3862 (e)Debtor as defined in s. 679.1021(1) s. 3863 679.1021(1)(bb). 3864 (f)Knowledge as defined in s. 671.209. 3865 (g)Lease as defined in s. 680.1031(1) s. 680.1031(1)(j). 3866 (h)Lessor as defined in s. 680.1031(1) s. 3867 680.1031(1)(p). 3868 (i)Notice as defined s. 671.209. 3869 (j)Representative as defined in s. 671.201 s. 3870 671.201(37). 3871 (k)Sale as defined in s. 672.106(1). 3872 (l)Security agreement as defined in s. 679.1021(1) s. 3873 679.1021(1)(uuu). 3874 (m)Seller as defined in s. 672.103(1) s. 672.103(1)(d). 3875 (n)Send as defined in s. 671.201 s. 671.201(40). 3876 (o)Value as defined in s. 671.211. 3877 Section 134.Subsection (13) of section 517.061, Florida 3878 Statutes, is amended to read: 3879 517.061Exempt transactions.Except as otherwise provided 3880 in subsection (11), the exemptions provided herein from the 3881 registration requirements of s. 517.07 are self-executing and do 3882 not require any filing with the office before being claimed. Any 3883 person who claims entitlement to an exemption under this section 3884 bears the burden of proving such entitlement in any proceeding 3885 brought under this chapter. The registration provisions of s. 3886 517.07 do not apply to any of the following transactions; 3887 however, such transactions are subject to s. 517.301: 3888 (13)By or for the account of a pledgeholder, a secured 3889 party as defined in s. 679.1021(1) s. 679.1021(1)(ttt), or a 3890 mortgagee selling or offering for sale or delivery in the 3891 ordinary course of business and not for the purposes of avoiding 3892 the provisions of this chapter, to liquidate a bona fide debt, a 3893 security pledged in good faith as security for such debt. 3894 Section 135.Subsection (2) of section 559.9232, Florida 3895 Statutes, is amended to read: 3896 559.9232Definitions; exclusion of rental-purchase 3897 agreements from certain regulations. 3898 (2)A rental-purchase agreement that complies with this act 3899 may shall not be construed to be, nor be governed by, any of the 3900 following: 3901 (a)A lease or agreement that constitutes a credit sale as 3902 defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of the 3903 federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; 3904 (b)A lease that constitutes a consumer lease as defined 3905 in 12 C.F.R. s. 213.2(a)(6); 3906 (c)Any lease for agricultural, business, or commercial 3907 purposes; 3908 (d)Any lease made to an organization; 3909 (e)A lease or agreement that constitutes a retail 3910 installment contract or retail installment transaction as 3911 those terms are defined in s. 520.31; or 3912 (f)A security interest as defined in s. 671.201 s. 3913 671.201(39). 3914 Section 136.Paragraph (g) of subsection (2) of section 3915 563.022, Florida Statutes, is amended to read: 3916 563.022Relations between beer distributors and 3917 manufacturers. 3918 (2)DEFINITIONS.In construing this section, unless the 3919 context otherwise requires, the word, phrase, or term: 3920 (g)Good faith means honesty in fact in the conduct or 3921 transaction concerned as defined and interpreted under s. 3922 671.201 s. 671.201(21). 3923 Section 137.Paragraph (d) of subsection (16) of section 3924 668.50, Florida Statutes, is amended, and paragraph (b) of 3925 subsection (3) of that section is republished, to read: 3926 668.50Uniform Electronic Transaction Act. 3927 (3)SCOPE. 3928 (b)This section does not apply to a transaction to the 3929 extent the transaction is governed by: 3930 1.A provision of law governing the creation and execution 3931 of wills, codicils, or testamentary trusts; 3932 2.The Uniform Commercial Code other than s. 671.107 and 3933 chapters 672 and 680; or 3934 3.The Uniform Computer Information Transactions Act. 3935 (16)TRANSFERABLE RECORDS. 3936 (d)Except as otherwise agreed, a person having control of 3937 a transferable record is the holder, as defined in s. 671.201 s. 3938 671.201(22), of the transferable record and has the same rights 3939 and defenses as a holder of an equivalent record or writing 3940 under the Uniform Commercial Code, including, if the applicable 3941 statutory requirements under s. 673.3021, s. 677.501, or s. 3942 679.330 are satisfied, the rights and defenses of a holder in 3943 due course, a holder to which a negotiable document of title has 3944 been duly negotiated, or a purchaser, respectively. Delivery, 3945 possession, and indorsement are not required to obtain or 3946 exercise any of the rights under this paragraph. 3947 Section 138.For the purpose of incorporating the amendment 3948 made by this act to section 671.105, Florida Statutes, in 3949 references thereto, subsections (1) and (2) of section 655.55, 3950 Florida Statutes, are reenacted to read: 3951 655.55Law applicable to deposits in and contracts relating 3952 to extensions of credit by a deposit or lending institution 3953 located in this state. 3954 (1)The law of this state, excluding its law regarding 3955 comity and conflict of laws, governs all aspects, including 3956 without limitation the validity and effect, of any deposit 3957 account in a branch or office in this state of a deposit or 3958 lending institution, including a deposit account otherwise 3959 covered by s. 671.105(1), regardless of the citizenship, 3960 residence, location, or domicile of any other party to the 3961 contract or agreement governing such deposit account, and 3962 regardless of any provision of any law of the jurisdiction of 3963 the residence, location, or domicile of such other party, 3964 whether or not such deposit account bears any other relation to 3965 this state, except that this section does not apply to any such 3966 deposit account: 3967 (a)To the extent provided to the contrary in s. 3968 671.105(2); or 3969 (b)To the extent that all parties to the contract or 3970 agreement governing such deposit account have agreed in writing 3971 that the law of another jurisdiction will govern it. 3972 (2)The law of this state, excluding its law regarding 3973 comity and conflict of laws, governs all aspects, including 3974 without limitation the validity and effect, of any contract 3975 relating to an extension of credit made by a branch or office in 3976 this state of a deposit or lending institution, including a 3977 contract otherwise covered by s. 671.105(1), if the contract 3978 expressly provides that it will be governed by the law of this 3979 state, regardless of the citizenship, residence, location, or 3980 domicile of any other party to such contract and regardless of 3981 any provision of any law of the jurisdiction of the residence, 3982 location, or domicile of such other party, whether or not such 3983 contract bears any other relation to this state, except that 3984 this section does not apply to any such contract to the extent 3985 provided to the contrary in s. 671.105(2). 3986 Section 139.For the purpose of incorporating the amendment 3987 made by this act to section 671.105, Florida Statutes, in a 3988 reference thereto, subsection (2) of section 685.101, Florida 3989 Statutes, is reenacted to read: 3990 685.101Choice of law. 3991 (2)This section does not apply to any contract, agreement, 3992 or undertaking: 3993 (a)Regarding any transaction which does not bear a 3994 substantial or reasonable relation to this state in which every 3995 party is either or a combination of: 3996 1.A resident and citizen of the United States, but not of 3997 this state; or 3998 2.Incorporated or organized under the laws of another 3999 state and does not maintain a place of business in this state; 4000 (b)For labor or employment; 4001 (c)Relating to any transaction for personal, family, or 4002 household purposes, unless such contract, agreement, or 4003 undertaking concerns a trust at least one trustee of which 4004 resides or transacts business as a trustee in this state, in 4005 which case this section applies; 4006 (d)To the extent provided to the contrary in s. 4007 671.105(2); or 4008 (e)To the extent such contract, agreement, or undertaking 4009 is otherwise covered or affected by s. 655.55. 4010 Section 140.For the purpose of incorporating the amendment 4011 made by this act to section 673.1041, Florida Statutes, in a 4012 reference thereto, subsection (1) of section 90.953, Florida 4013 Statutes, is reenacted to read: 4014 90.953Admissibility of duplicates.A duplicate is 4015 admissible to the same extent as an original, unless: 4016 (1)The document or writing is a negotiable instrument as 4017 defined in s. 673.1041, a security as defined in s. 678.1021, or 4018 any other writing that evidences a right to the payment of 4019 money, is not itself a security agreement or lease, and is of a 4020 type that is transferred by delivery in the ordinary course of 4021 business with any necessary endorsement or assignment. 4022 Section 141.For the purpose of incorporating the amendment 4023 made by this act to section 673.1041, Florida Statutes, in 4024 references thereto, subsections (1), (3), and (4) of section 4025 673.1061, Florida Statutes, are reenacted to read: 4026 673.1061Unconditional promise or order. 4027 (1)Except as provided in this section, for the purposes of 4028 s. 673.1041(1), a promise or order is unconditional unless it 4029 states: 4030 (a)An express condition to payment; 4031 (b)That the promise or order is subject to or governed by 4032 another writing; or 4033 (c)That rights or obligations with respect to the promise 4034 or order are stated in another writing. 4035 4036 A reference to another writing does not of itself make the 4037 promise or order conditional. 4038 (3)If a promise or order requires, as a condition to 4039 payment, a countersignature by a person whose specimen signature 4040 appears on the promise or order, the condition does not make the 4041 promise or order conditional for the purposes of s. 673.1041(1). 4042 If the person whose specimen signature appears on an instrument 4043 fails to countersign the instrument, the failure to countersign 4044 is a defense to the obligation of the issuer, but the failure 4045 does not prevent a transferee of the instrument from becoming a 4046 holder of the instrument. 4047 (4)If a promise or order at the time it is issued or first 4048 comes into possession of a holder contains a statement, required 4049 by applicable statutory or administrative law, to the effect 4050 that the rights of a holder or transferee are subject to claims 4051 or defenses that the issuer could assert against the original 4052 payee, the promise or order is not thereby made conditional for 4053 the purposes of s. 673.1041(1); but if the promise or order is 4054 an instrument, there cannot be a holder in due course of the 4055 instrument. 4056 Section 142.For the purpose of incorporating the amendment 4057 made by this act to section 673.1041, Florida Statutes, in a 4058 reference thereto, subsection (2) of section 673.1151, Florida 4059 Statutes, is reenacted to read: 4060 673.1151Incomplete instrument. 4061 (2)Subject to subsection (3), if an incomplete instrument 4062 is an instrument under s. 673.1041, it may be enforced according 4063 to its terms if it is not completed, or according to its terms 4064 as augmented by completion. If an incomplete instrument is not 4065 an instrument under s. 673.1041, but, after completion, the 4066 requirements of s. 673.1041 are met, the instrument may be 4067 enforced according to its terms as augmented by completion. 4068 Section 143.For the purpose of incorporating the amendment 4069 made by this act to section 673.6041, Florida Statutes, in a 4070 reference thereto, subsection (2) of section 673.6051, Florida 4071 Statutes, is reenacted to read: 4072 673.6051Discharge of indorsers and accommodation parties. 4073 (2)Discharge, under s. 673.6041, of the obligation of a 4074 party to pay an instrument does not discharge the obligation of 4075 an indorser or accommodation party having a right of recourse 4076 against the discharged party. 4077 Section 144.For the purpose of incorporating the 4078 amendments made by this act to sections 673.1041 and 673.1051, 4079 Florida Statutes, in references thereto, subsection (2) of 4080 section 673.1031, Florida Statutes, is reenacted to read: 4081 673.1031Definitions. 4082 (2)Other definitions applying to this chapter and the 4083 sections in which they appear are: 4084 Acceptance, s. 673.4091. 4085 Accommodated party, s. 673.4191. 4086 Accommodation party, s. 673.4191. 4087 Alteration, s. 673.4071. 4088 Anomalous indorsement, s. 673.2051. 4089 Blank indorsement, s. 673.2051. 4090 Cashiers check, s. 673.1041. 4091 Certificate of deposit, s. 673.1041. 4092 Certified check, s. 673.4091. 4093 Check, s. 673.1041. 4094 Consideration, s. 673.3031. 4095 Draft, s. 673.1041. 4096 Holder in due course, s. 673.3021. 4097 Incomplete instrument, s. 673.1151. 4098 Indorsement, s. 673.2041. 4099 Indorser, s. 673.2041. 4100 Instrument, s. 673.1041. 4101 Issue, s. 673.1051. 4102 Issuer, s. 673.1051. 4103 Negotiable instrument, s. 673.1041. 4104 Negotiation, s. 673.2011. 4105 Note, s. 673.1041. 4106 Payable at a definite time, s. 673.1081. 4107 Payable on demand, s. 673.1081. 4108 Payable to bearer, s. 673.1091. 4109 Payable to order, s. 673.1091. 4110 Payment, s. 673.6021. 4111 Person entitled to enforce, s. 673.3011. 4112 Presentment, s. 673.5011. 4113 Reacquisition, s. 673.2071. 4114 Special indorsement, s. 673.2051. 4115 Tellers check, s. 673.1041. 4116 Transfer of instrument, s. 673.2031. 4117 Travelers check, s. 673.1041. 4118 Value, s. 673.3031. 4119 Section 145.For the purpose of incorporating the amendment 4120 made by this act to section 675.104, Florida Statutes, in a 4121 reference thereto, paragraph (j) of subsection (1) of section 4122 675.103, Florida Statutes, is reenacted to read: 4123 675.103Definitions. 4124 (1)For purposes of this chapter: 4125 (j)Letter of credit means a definite undertaking that 4126 satisfies the requirements of s. 675.104 by an issuer to a 4127 beneficiary at the request or for the account of an applicant 4128 or, in the case of a financial institution, to itself or for its 4129 own account, to honor a documentary presentation by payment or 4130 delivery of an item of value. 4131 Section 146.For the purpose of incorporating the amendment 4132 made by this act to section 675.116, Florida Statutes, in a 4133 reference thereto, subsection (2) of section 679.3061, Florida 4134 Statutes, is reenacted to read: 4135 679.3061Law governing perfection and priority of security 4136 interests in letter-of-credit rights. 4137 (2)For purposes of this part, an issuers jurisdiction or 4138 nominated persons jurisdiction is the jurisdiction whose law 4139 governs the liability of the issuer or nominated person with 4140 respect to the letter-of-credit right as provided in s. 675.116. 4141 Section 147.For the purpose of incorporating the amendment 4142 made by this act to section 677.106, Florida Statutes, in a 4143 reference thereto, subsection (3) of section 672.103, Florida 4144 Statutes, is reenacted to read: 4145 672.103Definitions and index of definitions. 4146 (3)The following definitions in other chapters apply to 4147 this chapter: 4148 Check, s. 673.1041. 4149 Consignee, s. 677.102. 4150 Consignor, s. 677.102. 4151 Consumer goods, s. 679.1021. 4152 Control, s. 677.106. 4153 Dishonor, s. 673.5021. 4154 Draft, s. 673.1041. 4155 Section 148.For the purpose of incorporating the amendment 4156 made by this act to section 677.106, Florida Statutes, in a 4157 reference thereto, subsection (3) of section 674.104, Florida 4158 Statutes, is reenacted to read: 4159 674.104Definitions and index of definitions. 4160 (3)The following definitions in other chapters apply to 4161 this chapter: 4162 Acceptance, s. 673.4091. 4163 Alteration, s. 673.4071. 4164 Cashiers check, s. 673.1041. 4165 Certificate of deposit, s. 673.1041. 4166 Certified check, s. 673.4091. 4167 Check, s. 673.1041. 4168 Control, s. 677.106. 4169 Good faith, s. 673.1031. 4170 Holder in due course, s. 673.3021. 4171 Instrument, s. 673.1041. 4172 Notice of dishonor, s. 673.5031. 4173 Order, s. 673.1031. 4174 Ordinary care, s. 673.1031. 4175 Person entitled to enforce, s. 673.3011. 4176 Presentment, s. 673.5011. 4177 Promise, s. 673.1031. 4178 Prove, s. 673.1031. 4179 Tellers check, s. 673.1041. 4180 Unauthorized signature, s. 673.4031. 4181 Section 149.For the purpose of incorporating the amendment 4182 made by this act to section 678.1061, Florida Statutes, in a 4183 reference thereto, subsection (3) of section 678.5101, Florida 4184 Statutes, is reenacted to read: 4185 678.5101Rights of purchaser of security entitlement from 4186 entitlement holder. 4187 (3)In a case not covered by the priority rules in chapter 4188 679, a purchaser for value of a security entitlement, or an 4189 interest therein, who obtains control has priority over a 4190 purchaser of a security entitlement, or an interest therein, who 4191 does not obtain control. Except as otherwise provided in 4192 subsection (4), purchasers who have control rank according to 4193 priority in time of: 4194 (a)The purchasers becoming the person for whom the 4195 securities account, in which the security entitlement is 4196 carried, is maintained, if the purchaser obtained control under 4197 s. 678.1061(4)(a); 4198 (b)The securities intermediarys agreement to comply with 4199 the purchasers entitlement orders with respect to security 4200 entitlements carried or to be carried in the securities account 4201 in which the security entitlement is carried, if the purchaser 4202 obtained control under s. 678.1061(4)(b); or 4203 (c)If the purchaser obtained control through another 4204 person under s. 678.1061(4)(c), the time on which priority would 4205 be based under this subsection if the other person were the 4206 secured party. 4207 Section 150.For the purpose of incorporating the amendment 4208 made by this act to section 678.1061, Florida Statutes, in a 4209 reference thereto, subsection (1) of section 679.1061, Florida 4210 Statutes, is reenacted to read: 4211 679.1061Control of investment property. 4212 (1)A person has control of a certificated security, 4213 uncertificated security, or security entitlement as provided in 4214 s. 678.1061. 4215 Section 151.For the purpose of incorporating the amendment 4216 made by this act to section 679.2031, Florida Statutes, in a 4217 reference thereto, subsection (3) of section 674.2101, Florida 4218 Statutes, is reenacted to read: 4219 674.2101Security interest of collecting bank in items, 4220 accompanying documents, and proceeds. 4221 (3)Receipt by a collecting bank of a final settlement for 4222 an item is a realization on its security interest in the item, 4223 accompanying documents, and proceeds. So long as the bank does 4224 not receive final settlement for the item or give up possession 4225 of the item or possession or control of the accompanying or 4226 associated documents for purposes other than collection, the 4227 security interest continues to that extent and is subject to 4228 chapter 679, but: 4229 (a)No security agreement is necessary to make the security 4230 interest enforceable (s. 679.2031(2)(c)1.); 4231 (b)No filing is required to perfect the security interest; 4232 and 4233 (c)The security interest has priority over conflicting 4234 perfected security interests in the item, accompanying 4235 documents, or proceeds. 4236 Section 152.For the purpose of incorporating the amendment 4237 made by this act to section 679.2031, Florida Statutes, in a 4238 reference thereto, subsection (2) of section 675.1181, Florida 4239 Statutes, is reenacted to read: 4240 675.1181Security interest of issuer or nominated person. 4241 (2)As long as and to the extent that an issuer or 4242 nominated person has not been reimbursed or has not otherwise 4243 recovered the value given with respect to a security interest in 4244 a document under subsection (1), the security interest continues 4245 and is subject to chapter 679, but a security agreement is not 4246 necessary to make the security interest enforceable under s. 4247 679.2031(2)(c): 4248 (a)If the document is presented in a medium other than a 4249 written or other tangible medium, the security interest is 4250 perfected; and 4251 (b)If the document is presented in a written or other 4252 tangible medium and is not a certificated security, chattel 4253 paper, a document of title, an instrument, or a letter of 4254 credit, the security interest is perfected and has priority over 4255 a conflicting security interest in the document so long as the 4256 debtor does not have possession of the document. 4257 Section 153.For the purpose of incorporating the amendment 4258 made by this act to section 679.2031, Florida Statutes, in a 4259 reference thereto, section 679.1101, Florida Statutes, is 4260 reenacted to read: 4261 679.1101Security interests arising under chapter 672 or 4262 chapter 680.A security interest arising under s. 672.401, s. 4263 672.505, s. 672.711(3), or s. 680.508(5) is subject to this 4264 chapter. However, until the debtor obtains possession of the 4265 goods: 4266 (1)The security interest is enforceable, even if s. 4267 679.2031(2)(c) has not been satisfied; 4268 (2)Filing is not required to perfect the security 4269 interest; 4270 (3)The rights of the secured party after default by the 4271 debtor are governed by chapter 672 or chapter 680; and 4272 (4)The security interest has priority over a conflicting 4273 security interest created by the debtor. 4274 Section 154.For the purpose of incorporating the amendment 4275 made by this act to section 679.2031, Florida Statutes, in a 4276 reference thereto, subsection (2) of section 679.709, Florida 4277 Statutes, is reenacted to read: 4278 679.709Priority. 4279 (2)For purposes of s. 679.322(1), the priority of a 4280 security interest that becomes enforceable under s. 679.2031 of 4281 this act dates from the time this act takes effect if the 4282 security interest is perfected under this act by the filing of a 4283 financing statement before this act takes effect which would not 4284 have been effective to perfect the security interest under 4285 chapter 679, Florida Statutes 2000. This subsection does not 4286 apply to conflicting security interests each of which is 4287 perfected by the filing of such a financing statement. 4288 Section 155.For the purpose of incorporating the amendment 4289 made by this act to section 679.210, Florida Statutes, in a 4290 reference thereto, subsection (2) of section 679.602, Florida 4291 Statutes, is reenacted to read: 4292 679.602Waiver and variance of rights and duties.Except as 4293 otherwise provided in s. 679.624, to the extent that they give 4294 rights to a debtor or obligor and impose duties on a secured 4295 party, the debtor or obligor may not waive or vary the rules 4296 stated in the following listed sections: 4297 (2)Section 679.210, which deals with requests for an 4298 accounting and requests concerning a list of collateral and 4299 statement of account; 4300 Section 156.For the purpose of incorporating the amendment 4301 made by this act to section 679.3141, Florida Statutes, in a 4302 reference thereto, subsection (2) of section 679.329, Florida 4303 Statutes, is reenacted to read: 4304 679.329Priority of security interests in letter-of-credit 4305 right.The following rules govern priority among conflicting 4306 security interests in the same letter-of-credit right: 4307 (2)Security interests perfected by control under s. 4308 679.3141 rank according to priority in time of obtaining 4309 control. 4310 Section 157.For the purpose of incorporating the amendment 4311 made by this act to section 679.3161, Florida Statutes, in a 4312 reference thereto, subsection (3) of section 679.320, Florida 4313 Statutes, is reenacted to read: 4314 679.320Buyer of goods. 4315 (3)To the extent that it affects the priority of a 4316 security interest over a buyer of goods under subsection (2), 4317 the period of effectiveness of a filing made in the jurisdiction 4318 in which the seller is located is governed by s. 679.3161(1) and 4319 (2). 4320 Section 158.For the purpose of incorporating the amendment 4321 made by this act to section 679.3171, Florida Statutes, in a 4322 reference thereto, paragraph (b) of subsection (8) of section 4323 727.109, Florida Statutes, is reenacted to read: 4324 727.109Power of the court.The court shall have power to: 4325 (8)Hear and determine any of the following actions brought 4326 by the assignee, which she or he is empowered to maintain: 4327 (b)Determine the validity, priority, and extent of a lien 4328 or other interests in assets of the estate, or to subordinate or 4329 avoid an unperfected security interest pursuant to the 4330 assignees rights as a lien creditor under s. 679.3171. 4331 Section 159.For the purpose of incorporating the 4332 amendments made by this act to sections 679.3171 and 679.323, 4333 Florida Statutes, in references thereto, subsection (3) of 4334 section 680.307, Florida Statutes, is reenacted to read: 4335 680.307Priority of liens arising by attachment or levy on, 4336 security interests in, and other claims to goods. 4337 (3)Except as otherwise provided in ss. 679.3171, 679.321, 4338 and 679.323, a lessee takes a leasehold interest subject to a 4339 security interest held by a creditor or lessor. 4340 Section 160.For the purpose of incorporating the 4341 amendments made by this act to sections 678.1061, 679.3131, 4342 679.3141, and 679.323, Florida Statutes, in references thereto, 4343 subsections (2), (5), and (7) of section 679.328, Florida 4344 Statutes, are reenacted to read: 4345 679.328Priority of security interests in investment 4346 property.The following rules govern priority among conflicting 4347 security interests in the same investment property: 4348 (2)Except as otherwise provided in subsections (3) and 4349 (4), conflicting security interests held by secured parties each 4350 of which has control under s. 679.1061 rank according to 4351 priority in time of: 4352 (a)If the collateral is a security, obtaining control; 4353 (b)If the collateral is a security entitlement carried in 4354 a securities account and: 4355 1.If the secured party obtained control under s. 4356 678.1061(4)(a), the secured partys becoming the person for 4357 which the securities account is maintained; 4358 2.If the secured party obtained control under s. 4359 678.1061(4)(b), the securities intermediarys agreement to 4360 comply with the secured partys entitlement orders with respect 4361 to security entitlements carried or to be carried in the 4362 securities account; or 4363 3.If the secured party obtained control through another 4364 person under s. 678.1061(4)(c), the time on which priority would 4365 be based under this paragraph if the other person were the 4366 secured party; or 4367 (c)If the collateral is a commodity contract carried with 4368 a commodity intermediary, the satisfaction of the requirement 4369 for control specified in s. 679.1061(2)(b) with respect to 4370 commodity contracts carried or to be carried with the commodity 4371 intermediary. 4372 (5)A security interest in a certificated security in 4373 registered form which is perfected by taking delivery under s. 4374 679.3131(1) and not by control under s. 679.3141 has priority 4375 over a conflicting security interest perfected by a method other 4376 than control. 4377 (7)In all other cases, priority among conflicting security 4378 interests in investment property is governed by ss. 679.322 and 4379 679.323. 4380 Section 161.For the purpose of incorporating the 4381 amendments made by this act to sections 679.1041 and 679.3141, 4382 Florida Statutes, in references thereto, subsections (1) and (2) 4383 of section 679.327, Florida Statutes, are reenacted to read: 4384 679.327Priority of security interests in deposit account. 4385 The following rules govern priority among conflicting security 4386 interests in the same deposit account: 4387 (1)A security interest held by a secured party having 4388 control of the deposit account under s. 679.1041 has priority 4389 over a conflicting security interest held by a secured party 4390 that does not have control. 4391 (2)Except as otherwise provided in subsections (3) and 4392 (4), security interests perfected by control under s. 679.3141 4393 rank according to priority in time of obtaining control. 4394 Section 162.For the purpose of incorporating the 4395 amendments made by this act to sections 679.2031 and 679.4041, 4396 Florida Statutes, in a reference thereto, subsection (4) of 4397 section 679.1091, Florida Statutes, is reenacted to read: 4398 679.1091Scope. 4399 (4)This chapter does not apply to: 4400 (a)A landlords lien, other than an agricultural lien; 4401 (b)A lien, other than an agricultural lien, given by 4402 statute or other rule of law for services or materials, but s. 4403 679.333 applies with respect to priority of the lien; 4404 (c)An assignment of a claim for wages, salary, or other 4405 compensation of an employee; 4406 (d)A sale of accounts, chattel paper, payment intangibles, 4407 or promissory notes as part of a sale of the business out of 4408 which they arose; 4409 (e)An assignment of accounts, chattel paper, payment 4410 intangibles, or promissory notes which is for the purpose of 4411 collection only; 4412 (f)An assignment of a right to payment under a contract to 4413 an assignee that is also obligated to perform under the 4414 contract; 4415 (g)An assignment of a single account, payment intangible, 4416 or promissory note to an assignee in full or partial 4417 satisfaction of a preexisting indebtedness; 4418 (h)A transfer of an interest in or an assignment of a 4419 claim under a policy of insurance, other than an assignment by 4420 or to a health-care provider of a health-care-insurance 4421 receivable and any subsequent assignment of the right to 4422 payment, but ss. 679.3151 and 679.322 apply with respect to 4423 proceeds and priorities in proceeds; 4424 (i)An assignment of a right represented by a judgment, 4425 other than a judgment taken on a right to payment that was 4426 collateral; 4427 (j)A right of recoupment or set-off, but: 4428 1.Section 679.340 applies with respect to the 4429 effectiveness of rights of recoupment or set-off against deposit 4430 accounts; and 4431 2.Section 679.4041 applies with respect to defenses or 4432 claims of an account debtor; 4433 (k)The creation or transfer of an interest in or lien on 4434 real property, including a lease or rents thereunder, except to 4435 the extent that provision is made for: 4436 1.Liens on real property in ss. 679.2031 and 679.3081; 4437 2.Fixtures in s. 679.334; 4438 3.Fixture filings in ss. 679.5011, 679.5021, 679.512, 4439 679.516, and 679.519; and 4440 4.Security agreements covering personal and real property 4441 in s. 679.604; 4442 (l)An assignment of a claim arising in tort, other than a 4443 commercial tort claim, but ss. 679.3151 and 679.322 apply with 4444 respect to proceeds and priorities in proceeds; 4445 (m)An assignment of a deposit account, other than a 4446 nonnegotiable certificate of deposit, in a consumer transaction, 4447 but ss. 679.3151 and 679.322 apply with respect to proceeds and 4448 priorities in proceeds; 4449 (n)Any transfer by a government or governmental unit; or 4450 (o)A transfer or pledge of, or creation of a security 4451 interest in, any interest or right or portion of any interest or 4452 right in any storm-recovery property as defined in s. 366.8260. 4453 Section 163.For the purpose of incorporating the amendment 4454 made by this act to section 679.628, Florida Statutes, in a 4455 reference thereto, subsection (3) of section 679.626, Florida 4456 Statutes, is reenacted to read: 4457 679.626Action in which deficiency or surplus is in issue. 4458 In an action arising from a transaction in which the amount of a 4459 deficiency or surplus is in issue, the following rules apply: 4460 (3)Except as otherwise provided in s. 679.628, if a 4461 secured party fails to prove that the collection, enforcement, 4462 disposition, or acceptance was conducted in accordance with the 4463 provisions of this part relating to collection, enforcement, 4464 disposition, or acceptance, the liability of a debtor or a 4465 secondary obligor for a deficiency is limited to an amount by 4466 which the sum of the secured obligation, reasonable expenses, 4467 and, to the extent provided for by agreement and not prohibited 4468 by law, attorneys fees exceeds the greater of: 4469 (a)The proceeds of the collection, enforcement, 4470 disposition, or acceptance; or 4471 (b)The amount of proceeds that would have been realized 4472 had the noncomplying secured party proceeded in accordance with 4473 the provisions of this part relating to collection, enforcement, 4474 disposition, or acceptance. 4475 Section 164.This act shall take effect July 1, 2025.