Florida Senate - 2025 CS for CS for SB 1666 By the Committees on Rules; and Commerce and Tourism; and Senator Grall 595-03372-25 20251666c2 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 financing 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 letter 300 of-credit right, to incorporate the amendment made to 301 s. 679.3141, F.S., in a reference thereto; reenacting 302 s. 679.320(3), F.S., relating to buyer of goods, to 303 incorporate the amendment made to s. 679.3161, F.S., 304 in a reference thereto; reenacting s. 727.109(8)(b), 305 F.S., relating to power of the court, to incorporate 306 the amendment made to s. 679.3171, F.S., in a 307 reference thereto; reenacting s. 680.307(3), F.S., 308 relating to priority of liens arising by attachment or 309 levy on, security interests in, and other claims to 310 goods, to incorporate the amendments made to ss. 311 679.3171 and 679.323, F.S., in references thereto; 312 reenacting s. 679.328(2), (5), and (7), F.S., relating 313 to priority of security interests in investment 314 property, to incorporate the amendments made to ss. 315 678.1061, 679.3131, 679.3141, and 679.323, F.S., in 316 references thereto; reenacting s. 679.327(1) and (2), 317 F.S., relating to priority of security interests in 318 deposit account, to incorporate the amendments made to 319 ss. 679.1041 and 679.3141, F.S., in references 320 thereto; reenacting s. 679.1091(4), F.S., relating to 321 scope, to incorporate the amendments made to ss. 322 679.2031 and 679.4041, F.S., in references thereto; 323 reenacting s. 679.626(3), F.S., relating to action in 324 which deficiency or surplus is in issue, to 325 incorporate the amendment made to s. 679.628, F.S., in 326 a reference thereto; providing an effective date. 327 328 Be It Enacted by the Legislature of the State of Florida: 329 330 Section 1.The Division of Law Revision is directed to 331 create chapter 669, Florida Statutes, to be entitled Uniform 332 Commercial Code: Controllable Electronic Records and 333 Transitional Provisions. 334 Section 2.Part I of chapter 669, Florida Statutes, 335 consisting of ss. 669.101-669.107, Florida Statutes, is created 336 and entitled Controllable Electronic Records. 337 Section 3.Section 669.101, Florida Statutes, is created to 338 read: 339 669.101Short title.This part may be cited as Uniform 340 Commercial CodeControllable Electronic Records. 341 Section 4.Section 669.102, Florida Statutes, is created to 342 read: 343 669.102Definitions. 344 (1)As used in this part, the term: 345 (a)Central bank digital currency has the same meaning as 346 provided in s. 671.201. 347 (b)Controllable electronic record means a record in an 348 electronic medium, subject to control under s. 669.105. The term 349 does not include a central bank digital currency, a controllable 350 account, a controllable payment intangible, a deposit account, 351 an electronic chattel paper, an electronic document of title, 352 electronic money, investment property, or a transferable record. 353 (c)Qualifying purchaser means a purchaser of a 354 controllable electronic record or an interest in a controllable 355 electronic record which obtains control of the controllable 356 electronic record for value, in good faith, and without notice 357 of a claim of a property right in the controllable electronic 358 record. 359 (d)Transferable record has the same meaning as provided 360 in: 361 1.Section 201(a)(1) of the Electronic Signatures in Global 362 and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or 363 2.Section 668.50(16)(a). 364 (e)Value has the meaning provided in s. 673.3031(1), as 365 if references in that subsection to an instrument were 366 references to a controllable account, controllable electronic 367 record, or controllable payment intangible. A controllable 368 electronic record is subject to control as specified in s. 369 669.105. 370 (2)The definitions in s. 679.1021 for the terms account 371 debtor, chattel paper, controllable account, controllable 372 payment intangible, deposit account, electronic money, and 373 investment property apply to this part. 374 (3)Chapter 671 contains general definitions and principles 375 of construction and interpretation applicable throughout this 376 part. 377 Section 5.Section 669.103, Florida Statutes, is created to 378 read: 379 669.103Relation to chapter 679 and consumer laws. 380 (1)If there is conflict between this part and chapter 679, 381 chapter 679 governs. 382 (2)A transaction subject to this part is subject to any 383 applicable rule of law that establishes a different rule for 384 consumers; any other law or regulation that regulates the rates, 385 charges, agreements, and practices for loans, credit sales, or 386 other extensions of credit; and chapter 501. 387 Section 6.Section 669.104, Florida Statutes, is created to 388 read: 389 669.104Rights in controllable account, controllable 390 electronic record, and controllable payment intangible. 391 (1)This section applies to the acquisition and purchase of 392 rights in a controllable account or controllable payment 393 intangible, including the rights and benefits under subsections 394 (3), (4), (5), (7), and (8) of a purchaser and qualifying 395 purchaser, in the same manner in which this section applies to a 396 controllable electronic record. 397 (2)In determining whether a purchaser of a controllable 398 account or a controllable payment intangible is a qualifying 399 purchaser, the purchaser obtains control of the account or 400 payment intangible if it obtains control of the controllable 401 electronic record that evidences the account or payment 402 intangible. 403 (3)Except as provided in this section, law other than this 404 part determines whether a person acquires a right in a 405 controllable electronic record and the right that the person 406 acquires. 407 (4)A purchaser of a controllable electronic record 408 acquires all rights in the controllable electronic record which 409 the transferor had, or had power to transfer, except that a 410 purchaser of a limited interest in a controllable electronic 411 record acquires rights only to the extent of the interest 412 purchased. 413 (5)A qualifying purchaser acquires its rights in the 414 controllable electronic record free of a claim of a property 415 right in the controllable electronic record. 416 (6)Except as provided in subsections (1) and (5) for a 417 controllable account and a controllable payment intangible or in 418 law other than this part, a qualifying purchaser takes a right 419 to payment, right to performance, or other interest in property 420 evidenced by the controllable electronic record subject to a 421 claim of a property right in the right to payment, right to 422 performance, or other interest in property. 423 (7)An action may not be asserted against a qualifying 424 purchaser based on both a purchase by the qualifying purchaser 425 of a controllable electronic record and a claim of a property 426 right in another controllable electronic record, regardless of 427 whether the action is framed in conversion, replevin, 428 constructive trust, equitable lien, or other theory. 429 (8)Filing of a financing statement under chapter 679 is 430 not notice of a claim of a property right in a controllable 431 electronic record. 432 Section 7.Section 669.105, Florida Statutes, is created to 433 read: 434 669.105Control of controllable electronic record. 435 (1)A person has control of a controllable electronic 436 record if the electronic record, a record attached to or 437 logically associated with the electronic record, or a system in 438 which the electronic record is recorded: 439 (a)Gives the person: 440 1.Power to avail itself of substantially all of the 441 benefit from the electronic record; and 442 2.Exclusive power, subject to paragraph (b), to: 443 a.Prevent others from availing themselves of substantially 444 all of the benefit from the electronic record; and 445 b.Transfer control of the electronic record to another 446 person or cause another person to obtain control of another 447 controllable electronic record as a result of the transfer of 448 the electronic record; and 449 (b)Enables the person to identify itself readily in any 450 way, including by name, identifying number, cryptographic key, 451 office, or account number, as having the powers specified in 452 paragraph (a). 453 (2)Except as provided in subsection (3), a power is 454 exclusive under sub-subparagraphs (1)(a)2.a. and b. even if: 455 (a)The controllable electronic record, a record attached 456 to or logically associated with the electronic record, or a 457 system in which the electronic record is recorded limits the use 458 of the electronic record or has a protocol programmed to cause a 459 change, including a transfer or loss of control or a 460 modification of benefits afforded by the electronic record; or 461 (b)The power is shared with another person. 462 (3)A power of a person is not shared with another person 463 under paragraph (2)(b) and the persons power is not exclusive 464 if: 465 (a)The person can exercise the power only if the power 466 also is exercised by the other person; and 467 (b)The other person: 468 1.Can exercise the power without exercise of the power by 469 the person; or 470 2.Is the transferor to the person of an interest in the 471 controllable electronic record or a controllable account or 472 controllable payment intangible evidenced by the controllable 473 electronic record. 474 (4)If a person has the powers specified in sub 475 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 476 exclusive. 477 (5)A person has control of a controllable electronic 478 record if another person, other than the transferor to the 479 person of an interest in the controllable electronic record or a 480 controllable account or controllable payment intangible 481 evidenced by the controllable electronic record: 482 (a)Has control of the electronic record and acknowledges 483 that it has control on behalf of the person; or 484 (b)Obtains control of the electronic record after having 485 acknowledged that it will obtain control of the electronic 486 record on behalf of the person. 487 (6)A person that has control under this section is not 488 required to acknowledge that it has control on behalf of another 489 person unless the person otherwise agrees or law other than this 490 part or chapter 679 provides otherwise. 491 (7)If a person acknowledges that it has or will obtain 492 control on behalf of another person, the person does not owe any 493 duty to the other person and is not required to confirm the 494 acknowledgment to any other person. 495 Section 8.Section 669.106, Florida Statutes, is created to 496 read: 497 669.106Discharge of account debtor on controllable account 498 or controllable payment intangible. 499 (1)An account debtor on a controllable account or 500 controllable payment intangible may discharge its obligation by 501 paying: 502 (a)The person having control of the controllable 503 electronic record that evidences the controllable account or 504 controllable payment intangible; or 505 (b)Except as provided in subsection (2), a person that 506 formerly had control of the controllable electronic record. 507 (2)Subject to subsection (4), the account debtor may not 508 discharge its obligation by paying a person that formerly had 509 control of the controllable electronic record if the account 510 debtor receives a notification that: 511 (a)Is signed by a person that formerly had control or the 512 person to which control was transferred; 513 (b)Reasonably identifies the controllable account or 514 controllable payment intangible; 515 (c)Notifies the account debtor that control of the 516 controllable electronic record that evidences the controllable 517 account or controllable payment intangible was transferred; 518 (d)Identifies the transferee, in any reasonable way, 519 including by name, identifying number, cryptographic key, 520 office, or account number; and 521 (e)Provides a commercially reasonable method by which the 522 account debtor is to pay the transferee. 523 (3)After receipt of a notification that complies with 524 subsection (2), the account debtor may discharge its obligation 525 by paying in accordance with the notification and may not 526 discharge the obligation by paying a person that formerly had 527 control. 528 (4)Subject to subsection (8), notification is ineffective 529 under subsection (2): 530 (a)Unless, before the notification is sent, the account 531 debtor and the person that, at that time, had control of the 532 controllable electronic record that evidences the controllable 533 account or controllable payment intangible agree in a signed 534 record to a commercially reasonable method by which a person may 535 furnish reasonable proof that control has been transferred; 536 (b)To the extent an agreement between the account debtor 537 and seller of a payment intangible limits the account debtors 538 duty to pay a person other than the seller and the limitation is 539 effective under law other than this part; or 540 (c)At the option of the account debtor, if the 541 notification notifies the account debtor to: 542 1.Divide a payment; 543 2.Make less than the full amount of an installment or 544 other periodic payment; or 545 3.Pay any part of a payment by more than one method or to 546 more than one person. 547 (5)Subject to subsection (8), if requested by the account 548 debtor, the person giving the notification under subsection (2) 549 must seasonably furnish reasonable proof that, using the method 550 in the agreement referred to in paragraph (4)(a), control of the 551 controllable electronic record has been transferred. Unless the 552 person complies with the request, the account debtor may 553 discharge its obligation by paying a person that formerly had 554 control, even if the account debtor has received a notification 555 under subsection (2). 556 (6)A person furnishes reasonable proof under subsection 557 (5) that control has been transferred if the person demonstrates 558 that, using the method in an agreement made under paragraph 559 (4)(a), the transferee has the power to: 560 (a)Avail itself of substantially all the benefit from the 561 controllable electronic record; 562 (b)Prevent others from availing themselves of 563 substantially all the benefit from the controllable electronic 564 record; and 565 (c)Transfer the powers specified in paragraphs (a) and (b) 566 to another person. 567 (7)Subject to subsection (8), an account debtor may not 568 waive or vary its rights under paragraph (4)(a) and subsection 569 (5) or its option under paragraph (4)(c). 570 (8)This section is subject to law other than this part 571 which establishes a different rule for an account debtor who is 572 an individual and who incurred the obligation primarily for 573 personal, family, or household purposes. 574 Section 9.Section 669.107, Florida Statutes, is created to 575 read: 576 669.107Governing law. 577 (1)Except as provided in subsection (2), the local law of 578 a controllable electronic records jurisdiction governs a matter 579 covered by this part. 580 (2)For a controllable electronic record that evidences a 581 controllable account or controllable payment intangible, the 582 local law of the controllable electronic records jurisdiction 583 governs a matter covered by s. 669.106 unless an effective 584 agreement determines that the local law of another jurisdiction 585 governs. 586 (3)The following rules determine a controllable electronic 587 records jurisdiction under this section: 588 (a)If the controllable electronic record, or a record 589 attached to or logically associated with the controllable 590 electronic record and readily available for review, expressly 591 provides that a particular jurisdiction is the controllable 592 electronic records jurisdiction for purposes of this part or 593 the Uniform Commercial Code, that jurisdiction is the 594 controllable electronic records jurisdiction. 595 (b)If paragraph (a) does not apply and the rules of the 596 system in which the controllable electronic record is recorded 597 are readily available for review and expressly provide that a 598 particular jurisdiction is the controllable electronic records 599 jurisdiction for purposes of this part or the Uniform Commercial 600 Code, that jurisdiction is the controllable electronic records 601 jurisdiction. 602 (c)If paragraphs (a) and (b) do not apply and the 603 controllable electronic record, or a record attached to or 604 logically associated with the controllable electronic record and 605 readily available for review, expressly provides that the 606 controllable electronic record is governed by the law of a 607 particular jurisdiction, that jurisdiction is the controllable 608 electronic records jurisdiction. 609 (d)If paragraphs (a), (b), and (c) do not apply and the 610 rules of the system in which the controllable electronic record 611 is recorded are readily available for review and expressly 612 provide that the controllable electronic record or the system is 613 governed by the law of a particular jurisdiction, that 614 jurisdiction is the controllable electronic records 615 jurisdiction. 616 (e)If paragraphs (a)-(d) do not apply, the controllable 617 electronic records jurisdiction is the District of Columbia. 618 (4)If paragraph (3)(e) applies, and Article 12 is not in 619 effect without material modification in the District of 620 Columbia, the governing law for a matter subject to this part is 621 the law of the District of Columbia as though Article 12 were in 622 effect without material modification in the District of 623 Columbia. For the purposes of this subsection, the term Article 624 12 means Article 12 of the Uniform Commercial Code Amendments 625 (2022). 626 (5)To the extent subsections (1) and (2) provide that the 627 local law of the controllable electronic records jurisdiction 628 governs a matter covered by this part, that law governs even if 629 the matter or a transaction to which the matter relates does not 630 bear any relation to the controllable electronic records 631 jurisdiction. 632 (6)The rights acquired under s. 669.104 by a purchaser or 633 qualifying purchaser are governed by the law applicable under 634 this section at the time of purchase. 635 Section 10.Part II of chapter 669, Florida Statutes, 636 consisting of ss. 669.501-669.706, Florida Statutes, is created 637 and entitled Transitional Provisions. 638 Section 11.Section 669.501, Florida Statutes, is created 639 to read: 640 669.501Short title.This part may be cited as Uniform 641 Commercial Code-Transitional Provisions. 642 Section 12.Section 669.502, Florida Statutes, is created 643 to read: 644 669.502Definitions.As used in this part: 645 (1)(a)Adjustment date means July 1, 2026. 646 (b)Article 12 means Article 12 of the Uniform Commercial 647 Code. 648 (c)Article 12 property means a controllable account, 649 controllable electronic record, or controllable payment 650 intangible. 651 (2)Other definitions applying to this chapter and the 652 sections in which they appear are: 653 Controllable account, s. 679.1021. 654 Controllable electronic record, s. 669.102. 655 Controllable payment intangible, s. 679.1021. 656 Electronic money, s. 679.1021. 657 Financing statement, s. 679.1021. 658 (3)The general definitions and principles of construction 659 and interpretation contained in chapter 671 apply to this part. 660 Section 13.Section 669.601, Florida Statutes, is created 661 to read: 662 669.601Saving clause.Except as otherwise provided in this 663 part, a transaction validly entered into before July 1, 2025, 664 and the rights, duties, and interests flowing from such 665 transaction remain valid thereafter and may be terminated, 666 completed, consummated, or enforced as required or permitted by 667 law other than the Uniform Commercial Code or, if applicable, by 668 the Uniform Commercial Code as though this act had not taken 669 effect. 670 Section 14.Section 669.701, Florida Statutes, is created 671 to read: 672 669.701Saving clause. 673 (1)Except as provided in this part, chapter 679 as it 674 existed on July 1, 2025, and Article 12 apply to a transaction, 675 lien, or other interest in property, even if the transaction, 676 lien, or interest was entered into, created, or acquired before 677 July 1, 2025. 678 (2)Except as provided in subsection (3) and ss. 669.702 679 669.706, both of the following apply: 680 (a)A transaction, lien, or interest in property that was 681 validly entered into, created, or transferred before July 1, 682 2025, and that was not governed by the Uniform Commercial Code 683 but would be subject to chapter 679 as it existed on July 1, 684 2025, or to Article 12 if the transaction had been entered into, 685 created, or transferred on or after July 1, 2025, including the 686 rights, duties, and interests flowing from the transaction, 687 lien, or interest, remains valid on and after July 1, 2025. 688 (b)The transaction, lien, or interest may be terminated, 689 completed, consummated, and enforced as required or permitted by 690 this part or by the law that would apply if this part had not 691 taken effect. 692 (3)This section does not affect an action, a case, or a 693 proceeding commenced before July 1, 2025. 694 Section 15.Section 669.702, Florida Statutes, is created 695 to read: 696 669.702Security interest perfected before effective date. 697 (1)A security interest that is enforceable and perfected 698 immediately before July 1, 2025, is a perfected security 699 interest under this act if, on July 1, 2025, the requirements 700 for enforceability and perfection under this section are fully 701 satisfied without further action. 702 (2)If a security interest is enforceable and perfected 703 immediately before July 1, 2025, but the requirements for 704 enforceability or perfection under this act are not satisfied by 705 July 1, 2025, all of the following apply to the security 706 interest: 707 (a)It is a perfected security interest until the earlier 708 of the time perfection would have ceased under the law in effect 709 immediately before July 1, 2025, or the adjustment date. 710 (b)It remains enforceable thereafter only if the security 711 interest satisfies the requirements for enforceability under s. 712 679.2031, as it existed on July 1, 2025, before the adjustment 713 date. 714 (c)It remains perfected thereafter only if the 715 requirements for perfection under this section are satisfied 716 immediately before July 1, 2025. 717 Section 16.Section 669.703, Florida Statutes, is created 718 to read: 719 669.703Security interest unperfected before effective 720 date.A security interest that is enforceable immediately before 721 July 1, 2025, but is unperfected by that date: 722 (1)Remains an enforceable security interest until the 723 adjustment date; 724 (2)Remains enforceable thereafter if the security interest 725 becomes enforceable under s. 679.2031, as it existed on July 1, 726 2025, or before the adjustment date; and 727 (3)Becomes perfected: 728 (a)Without further action, by July 1, 2025, if the 729 requirements for perfection under this act are satisfied on or 730 before that date; or 731 (b)When the requirements for perfection are satisfied, if 732 satisfaction occurs after July 1, 2025. 733 Section 17.Section 669.704, Florida Statutes, is created 734 to read: 735 669.704Effectiveness of actions taken before effective 736 date. 737 (1)If action, other than the filing of a financing 738 statement, is taken before July 1, 2025, and the action would 739 have resulted in perfection of the security interest had the 740 security interest become enforceable before July 1, 2025, the 741 action is effective to perfect a security interest that attaches 742 under this part before the adjustment date. An attached security 743 interest becomes unperfected on the adjustment date unless the 744 security interest becomes a perfected security interest under 745 this part before the adjustment date. 746 (2)The filing of a financing statement before July 1, 747 2025, is effective to perfect a security interest on July 1, 748 2025, to the extent the filing would satisfy the requirements 749 for perfection under this part. 750 (3)Action taken before July 1, 2025, is sufficient for the 751 enforceability of a security interest as of July 1, 2025, if the 752 action satisfies the requirements for enforceability under this 753 part. 754 Section 18.Section 669.705, Florida Statutes, is created 755 to read: 756 669.705Priority. 757 (1)Subject to subsections (2) and (3), this section 758 determines the priority of conflicting claims to collateral. 759 (2)Subject to subsection (3), if the priority of claims to 760 collateral was established before July 1, 2025, chapter 679 as 761 in effect before July 1, 2025, determines priority. 762 (3)On the adjustment date, to the extent the priorities 763 determined by chapter 679 as amended by this part modify the 764 priorities established before July 1, 2025, the priorities of 765 claims to Article 12 property and electronic money established 766 before July 1, 2025, cease to apply. 767 Section 19.Section 669.706, Florida Statutes, is created 768 to read: 769 669.706Priority of claims when priority rules of chapter 770 679 do not apply. 771 (1)Subject to subsections (2) and (3), Article 12 772 determines the priority of conflicting claims to Article 12 773 property when the priority rules of chapter 679 as amended by 774 this act do not apply. 775 (2)Subject to subsection (3), when the priority rules of 776 chapter 679 as amended by this act do not apply and the 777 priorities of claims to Article 12 property were established 778 before July 1, 2025, law other than Article 12 determines 779 priority. 780 (3)When the priority rules of chapter 679 as amended by 781 this part do not apply, to the extent the priorities determined 782 by this act modify the priorities established as of July 1, 783 2025, the priorities of claims to Article 12 property 784 established before July 1, 2025, cease to apply on the 785 adjustment date. 786 Section 20.Paragraph (c) of subsection (1) of section 787 670.103, Florida Statutes, is amended to read: 788 670.103Payment order: definitions. 789 (1)In this chapter, the term: 790 (c)Payment order means an instruction of a sender to a 791 receiving bank, transmitted orally or in a record, 792 electronically, or in writing, to pay, or to cause another bank 793 to pay, a fixed or determinable amount of money to a beneficiary 794 if: 795 1.The instruction does not state a condition to payment to 796 the beneficiary other than time of payment; 797 2.The receiving bank is to be reimbursed by debiting an 798 account of, or otherwise receiving payment from, the sender; and 799 3.The instruction is transmitted by the sender directly to 800 the receiving bank or to an agent, funds-transfer system, or 801 communication system for transmittal to the receiving bank. 802 Section 21.Section 670.201, Florida Statutes, is amended 803 to read: 804 670.201Security procedure.For purposes of this section, 805 the term security procedure means a procedure established by 806 agreement of a customer and a receiving bank for the purpose of: 807 (1)Verifying that a payment order or communication 808 amending or canceling a payment order is that of the customer; 809 or 810 (2)Detecting error in the transmission or the content of 811 the payment order or communication. 812 813 A security procedure may impose an obligation on the receiving 814 bank or the customer and may require the use of algorithms or 815 other codes, identifying words, or numbers, symbols, sounds, 816 biometrics, encryption, callback procedures, or similar security 817 devices. Comparison of a signature on a payment order or 818 communication with an authorized specimen signature of the 819 customer or requiring a payment order to be sent from a known e 820 mail address, Internet protocol address, or telephone number is 821 not by itself a security procedure. 822 Section 22.Subsections (2) and (3) of section 670.202, 823 Florida Statutes, are amended, and subsection (6) of that 824 section is republished, to read: 825 670.202Authorized and verified payment orders. 826 (2)If a bank and its customer have agreed that the 827 authenticity of payment orders issued to the bank in the name of 828 the customer as sender will be verified pursuant to a security 829 procedure, a payment order received by the receiving bank is 830 effective as the order of the customer, whether or not 831 authorized, if the security procedure is a commercially 832 reasonable method of providing security against unauthorized 833 payment orders and the bank proves that it accepted the payment 834 order in good faith and in compliance with the banks 835 obligations under the security procedure and any written 836 agreement or instruction of the customer, evidenced by a record, 837 restricting acceptance of payment orders issued in the name of 838 the customer. The bank is not required to follow an instruction 839 that violates an a written agreement with the customer, 840 evidenced by a record, or notice of which is not received at a 841 time and in a manner affording the bank a reasonable opportunity 842 to act on it before the payment order is accepted. 843 (3)The commercial reasonableness of a security procedure 844 is a question of law to be determined by considering the wishes 845 of the customer expressed to the bank; the circumstances of the 846 customer known to the bank, including the size, type, and 847 frequency of payment orders normally issued by the customer to 848 the bank; alternative security procedures offered to the 849 customer; and security procedures in general use by customers 850 and receiving banks similarly situated. A security procedure is 851 deemed to be commercially reasonable if: 852 (a)The security procedure was chosen by the customer after 853 the bank offered, and the customer refused, a security procedure 854 that was commercially reasonable for that customer; and 855 (b)The customer expressly agreed in a record writing to be 856 bound by any payment order, whether or not authorized, issued in 857 its name and accepted by the bank in compliance with the banks 858 obligations under the security procedure chosen by the customer. 859 (6)Except as provided in this section and in s. 860 670.203(1)(a), rights and obligations arising under this section 861 or s. 670.203 may not be varied by agreement. 862 Section 23.Paragraph (a) of subsection (1) of section 863 670.203, Florida Statutes, is amended to read: 864 670.203Unenforceability of certain verified payment 865 orders. 866 (1)If an accepted payment order is not, under s. 867 670.202(1), an authorized order of a customer identified as 868 sender, but is effective as an order of the customer pursuant to 869 s. 670.202(2), the following rules apply: 870 (a)By express written agreement evidenced by a record, the 871 receiving bank may limit the extent to which it is entitled to 872 enforce or retain payment of the payment order. 873 Section 24.Paragraph (b) of subsection (3) of section 874 670.207, Florida Statutes, is amended to read: 875 670.207Misdescription of beneficiary. 876 (3)If a payment order described in subsection (2) is 877 accepted, the originators payment order described the 878 beneficiary inconsistently by name and number, and the 879 beneficiarys bank pays the person identified by number as 880 permitted by paragraph (2)(a), the following rules apply: 881 (b)If the originator is not a bank and proves that the 882 person identified by number was not entitled to receive payment 883 from the originator, the originator is not obliged to pay its 884 order unless the originators bank proves that the originator, 885 before acceptance of the originators order, had notice that 886 payment of a payment order issued by the originator might be 887 made by the beneficiarys bank on the basis of an identifying or 888 bank account number even if it identifies a person different 889 from the named beneficiary. Proof of notice may be made by any 890 admissible evidence. The originators bank satisfies the burden 891 of proof if it proves that the originator, before the payment 892 order was accepted, signed a record writing stating the 893 information to which the notice relates. 894 Section 25.Paragraph (b) of subsection (2) of section 895 670.208, Florida Statutes, is amended to read: 896 670.208Misdescription of intermediary bank or 897 beneficiarys bank. 898 (2)This subsection applies to a payment order identifying 899 an intermediary bank or the beneficiarys bank both by name and 900 an identifying number if the name and number identify different 901 persons. 902 (b)If the sender is not a bank and the receiving bank 903 proves that the sender, before the payment order was accepted, 904 had notice that the receiving bank might rely on the number as 905 the proper identification of the intermediary or beneficiarys 906 bank even if it identifies a person different from the bank 907 identified by name, the rights and obligations of the sender and 908 the receiving bank are governed by paragraph (a), as though the 909 sender were a bank. Proof of notice may be made by any 910 admissible evidence. The receiving bank satisfies the burden of 911 proof if it proves that the sender, before the payment order was 912 accepted, signed a record writing stating the information to 913 which the notice relates. 914 Section 26.Subsection (1) of section 670.21, Florida 915 Statutes, is amended to read: 916 670.21Rejection of payment order. 917 (1)A payment order is rejected by the receiving bank by a 918 notice of rejection transmitted to the sender orally, 919 electronically, or in a record writing. A notice of rejection 920 need not use any particular words and is sufficient if it 921 indicates that the receiving bank is rejecting the order or will 922 not execute or pay the order. Rejection is effective when the 923 notice is given if transmission is by a means that is reasonable 924 in the circumstances. If notice of rejection is given by a means 925 that is not reasonable, rejection is effective when the notice 926 is received. If an agreement of the sender and receiving bank 927 establishes the means to be used to reject a payment order: 928 (a)Any means complying with the agreement is reasonable; 929 and 930 (b)Any means not complying is not reasonable unless no 931 significant delay in receipt of the notice resulted from the use 932 of the noncomplying means. 933 Section 27.Subsection (1) of section 670.211, Florida 934 Statutes, is amended to read: 935 670.211Cancellation and amendment of payment order. 936 (1)A communication of the sender of a payment order 937 canceling or amending the order may be transmitted to the 938 receiving bank orally, electronically, or in a record writing. 939 If a security procedure is in effect between the sender and the 940 receiving bank, the communication is not effective to cancel or 941 amend the order unless the communication is verified pursuant to 942 the security procedure or the bank agrees to the cancellation or 943 amendment. 944 Section 28.Subsections (3) and (4) of section 670.305, 945 Florida Statutes, are amended to read: 946 670.305Liability for late or improper execution or failure 947 to execute payment order. 948 (3)In addition to the amounts payable under subsections 949 (1) and (2), damages, including consequential damages, are 950 recoverable to the extent provided in an express written 951 agreement of the receiving bank, evidenced by a record. 952 (4)If a receiving bank fails to execute a payment order it 953 was obliged by express agreement to execute, the receiving bank 954 is liable to the sender for its expenses in the transaction and 955 for incidental expenses and interest losses resulting from the 956 failure to execute. Additional damages, including consequential 957 damages, are recoverable to the extent provided in an express 958 written agreement of the receiving bank, evidenced by a record, 959 but are not otherwise recoverable. 960 Section 29.Part VI of chapter 670, Florida Statutes, 961 consisting of s. 670.601, Florida Statutes, is created and 962 entitled Transitional Provisions. 963 Section 30.Section 670.601, Florida Statutes, is created 964 to read: 965 670.601Saving clause.Except as provided in ss. 669.501 966 669.706, a transaction validly entered into before July 1, 2025, 967 and the rights, duties, and interests flowing from such 968 transaction remain valid thereafter and may be terminated, 969 completed, consummated, or enforced as required or permitted by 970 law other than the Uniform Commercial Code or, if applicable, 971 the Uniform Commercial Code as though this act had not taken 972 effect. 973 Section 31.Subsection (1) of section 671.101, Florida 974 Statutes, is amended to read: 975 671.101Short title; scope of chapter. 976 (1)Chapters 669-680 670-680 may be cited as the Uniform 977 Commercial Code or code. 978 Section 32.Present paragraphs (a) through (g) of 979 subsection (2) of section 671.105, Florida Statutes, are 980 redesignated as paragraphs (b) through (h), respectively, a new 981 paragraph (a) is added to that subsection, and present 982 paragraphs (d) and (e) of that subsection are reenacted, to 983 read: 984 671.105Territorial application of the code; parties power 985 to choose applicable law. 986 (2)When one of the following provisions of this code 987 specifies the applicable law, that provision governs; and a 988 contrary agreement is effective only to the extent permitted by 989 the law (including the conflict-of-laws rules) so specified: 990 (a)Governing law in the chapter on controllable electronic 991 records. (s. 669.107). 992 (e)(d)Applicability of the chapter on letters of credit. 993 (s. 675.116) 994 (f)(e)Applicability of the chapter on investment 995 securities. (s. 678.1101) 996 Section 33.Section 671.107, Florida Statutes, is amended 997 to read: 998 671.107Waiver or renunciation of claim or right after 999 breach.A claim or right arising out of an alleged breach can be 1000 discharged in whole or in part without consideration by 1001 agreement of the aggrieved party in a signed an authenticated 1002 record. 1003 Section 34.Present subsections (18) through (47) of 1004 section 671.201, Florida Statutes, are redesignated as 1005 subsections (19) through (48), respectively, a new subsection 1006 (18) is added to that section, and subsections (11) and (16) and 1007 present subsections (22), (26), (27), (31), (40), and (41) of 1008 that section are amended, to read: 1009 671.201General definitions.Unless the context otherwise 1010 requires, words or phrases defined in this section, or in the 1011 additional definitions contained in other chapters of this code 1012 which apply to particular chapters or parts thereof, have the 1013 meanings stated. Subject to definitions contained in other 1014 chapters of this code which apply to particular chapters or 1015 parts thereof, the term: 1016 (11)Conspicuous, with reference to a term, means so 1017 written, displayed, or presented that, based on the totality of 1018 the circumstances, a reasonable person against which it is to 1019 operate ought to have noticed it. Whether a term is 1020 conspicuous is a decision for the court. Conspicuous terms 1021 include the following: 1022 (a)A heading in capitals equal to or greater in size than 1023 the surrounding text, or in contrasting type, font, or color to 1024 the surrounding text of the same or lesser size; and 1025 (b)Language in the body of a record or display in larger 1026 type than the surrounding text or set off from surrounding text 1027 of the same size by symbols or other marks that call attention 1028 to the language. 1029 (16)Delivery, with respect to an electronic document of 1030 title, means voluntary transfer of control and, delivery, with 1031 respect to instruments, tangible document of title, or an 1032 authoritative tangible copy of a record evidencing chattel 1033 paper, or certificated securities, means voluntary transfer of 1034 possession. 1035 (18)Electronic means relating to technology having 1036 electrical, digital, magnetic, wireless, optical, 1037 electromagnetic, or similar capabilities. 1038 (23)(22)Holder means: 1039 (a)The person in possession of a negotiable instrument 1040 that is payable either to bearer or to an identified person that 1041 is the person in possession; 1042 (b)The person in possession of a negotiable tangible 1043 document of title if the goods are deliverable either to bearer 1044 or to the order of the person in possession; or 1045 (c)The person in control, other than pursuant to s. 1046 677.106(7), of a negotiable electronic document of title. 1047 (27)(26)Subject to subsection (29) (28), a person has 1048 notice of a fact if the person: 1049 (a)Has actual knowledge of it; 1050 (b)Has received a notice or notification of it; or 1051 (c)From all the facts and circumstances known to the 1052 person at the time in question, has reason to know that it 1053 exists. A person knows or has knowledge of a fact when the 1054 person has actual knowledge of it. Discover or learn or a 1055 word or phrase of similar import refers to knowledge rather than 1056 to reason to know. The time and circumstances under which a 1057 notice or notification may cease to be effective are not 1058 determined by this section. 1059 (28)(27)A person notifies or gives a notice or 1060 notification to another person by taking such steps as may be 1061 reasonably required to inform the other person in ordinary 1062 course, whether or not the other person actually comes to know 1063 of it. Subject to subsection (29) (28), a person receives a 1064 notice or notification when: 1065 (a)It comes to that persons attention; or 1066 (b)It is duly delivered in a form reasonable under the 1067 circumstances at the place of business through which the 1068 contract was made or at another location held out by that person 1069 as the place for receipt of such communications. 1070 (32)(31)Person means an individual; corporation; 1071 business trust; estate; trust; partnership; limited liability 1072 company; association; joint venture; government; governmental 1073 subdivision, agency, or instrumentality; public corporation; or 1074 any other legal or commercial entity. The term includes a 1075 protected series, however denominated, of an entity if the 1076 protected series is established under law other than the Uniform 1077 Commercial Code which limits, or conditionally limits if 1078 conditions specified under the law are satisfied, the ability of 1079 a creditor of the entity or of any other protected series of the 1080 entity to satisfy a claim from assets of the protected series. 1081 (41)(40)Send, in connection with a writing, record, or 1082 notification notice, means: 1083 (a)To deposit in the mail, or deliver for transmission, or 1084 transmit by any other usual means of communication, with postage 1085 or cost of transmission provided for and properly addressed and, 1086 in the case of an instrument, to an address specified thereon or 1087 otherwise agreed or, if there be none, to any address reasonable 1088 under the circumstances; or 1089 (b)To cause the record or notification to be received 1090 within the time it would have been received if properly sent 1091 under paragraph (a) In any other way to cause to be received any 1092 record or notice within the time it would have arrived if 1093 properly sent. 1094 (42)(41)Sign, signing, signed, or signature means, 1095 with present intent to authenticate or adopt a record, to: 1096 (a)Execute or adopt a tangible symbol; or 1097 (b)Attach to or logically associate with the record an 1098 electronic symbol, sound, or process means bearing any symbol 1099 executed or adopted by a party with present intention to adopt 1100 or accept a writing. 1101 Section 35.Section 671.211, Florida Statutes, is amended 1102 to read: 1103 671.211Value.Except as otherwise provided with respect to 1104 negotiable instruments and bank collections as provided in 1105 chapter 669 and ss. 673.3031, 674.2101, and 674.2111, a person 1106 gives value for rights if the person acquires them: 1107 (1)In return for a binding commitment to extend credit or 1108 for the extension of immediately available credit whether or not 1109 drawn upon and whether or not a charge-back is provided for in 1110 the event of difficulties in collection; 1111 (2)As security for, or in total or partial satisfaction 1112 of, a preexisting claim; 1113 (3)By accepting delivery under a preexisting contract for 1114 purchase; or 1115 (4)In return for any consideration sufficient to support a 1116 simple contract. 1117 Section 36.Part IV of chapter 671, Florida Statutes, 1118 consisting of s. 671.401, Florida Statutes, is created and 1119 entitled Transitional Provisions. 1120 Section 37.Section 671.401, Florida Statutes, is created 1121 to read: 1122 671.401Saving clause.Except as provided in ss. 669.501 1123 669.706, a transaction validly entered into before July 1, 2025, 1124 and the rights, duties, and interests flowing from such 1125 transaction remain valid thereafter and may be terminated, 1126 completed, consummated, or enforced as required or permitted by 1127 law other than the Uniform Commercial Code or, if applicable, by 1128 the Uniform Commercial Code as though this act had not taken 1129 effect. 1130 Section 38.Section 672.102, Florida Statutes, is amended 1131 to read: 1132 672.102Scope; certain security and other transactions 1133 excluded from this chapter. 1134 (1)Unless the context otherwise requires, and except as 1135 provided in subsection (2), this chapter applies to transactions 1136 in goods and, in the case of a hybrid transaction: 1137 (a)If the sale-of-goods aspects do not predominate, only 1138 those provisions of this chapter which relate primarily to the 1139 sale-of-goods aspects of the transaction apply, and those 1140 provisions that relate primarily to the transaction as a whole 1141 do not apply. 1142 (b)If the sale-of-goods aspects predominate, this chapter 1143 applies to the transaction but does not preclude application in 1144 appropriate circumstances of other law to aspects of the 1145 transaction which do not relate to the sale of goods. 1146 (2)This chapter does not do the following: 1147 (a)Apply to a transaction that, even though in the form of 1148 an unconditional contract to sell or present sale, operates only 1149 to create a security interest. 1150 (b)Impair or repeal a statute regulating sales to 1151 consumers, farmers, or other specified classes of buyers; it 1152 does not apply to any transaction which although in the form of 1153 an unconditional contract to sell or present sale is intended to 1154 operate only as a security transaction nor does this chapter 1155 impair or repeal any statute regulating sales to consumers, 1156 farmers or other specified classes of buyers. 1157 Section 39.Section 672.106, Florida Statutes, is amended 1158 to read: 1159 672.106Definitions: contract; agreement; contract for 1160 sale; sale; present sale; conforming to contract; 1161 termination; cancellation.; hybrid transaction. 1162 (1)In this chapter, unless the context clearly requires 1163 otherwise, the meaning of the terms requires contract and 1164 agreement is are limited to those contracts and agreements 1165 relating to the present or future sale of goods. The term 1166 contract for sale includes both a present sale of goods and a 1167 contract to sell goods at a future time. A sale consists in 1168 the passing of title from the seller to the buyer for a price 1169 (s. 672.401). A present sale means a sale which is 1170 accomplished by the making of the contract. 1171 (2)Goods or conduct including any part of a performance 1172 are conforming or conform to the contract when they are in 1173 accordance with the obligations under the contract. 1174 (3)Termination occurs when either party pursuant to a 1175 power created by agreement or law puts an end to the contract 1176 otherwise than for its breach. Upon On termination, all 1177 obligations that which are still executory on both sides are 1178 discharged but any right based on prior breach or performance 1179 survives. 1180 (4)Cancellation occurs when either party puts an end to 1181 the contract for breach by the other and its effect is the same 1182 as that of termination except that the canceling party also 1183 retains any remedy for breach of the whole contract or any 1184 unperformed balance. 1185 (5)The term hybrid transaction means a single 1186 transaction involving a sale of goods and any of the following: 1187 (a)The provision of services. 1188 (b)A lease of other goods. 1189 (c)A sale, lease, or license of property other than goods. 1190 Section 40.Subsections (1) and (2) of section 672.201, 1191 Florida Statutes, are amended to read: 1192 672.201Formal requirements; statute of frauds. 1193 (1)Except as otherwise provided in this section a contract 1194 for the sale of goods for the price of $500 or more is not 1195 enforceable by way of action or defense unless there is a record 1196 some writing sufficient to indicate that a contract for sale has 1197 been made between the parties and signed by the party against 1198 whom enforcement is sought or by the partys his or her 1199 authorized agent or broker. A record writing is not insufficient 1200 because it omits or incorrectly states a term agreed upon but 1201 the contract is not enforceable under this subsection paragraph 1202 beyond the quantity of goods shown in the record such writing. 1203 (2)Between merchants if within a reasonable time a record 1204 writing in confirmation of the contract and sufficient against 1205 the sender is received and the party receiving it has reason to 1206 know its contents, it satisfies the requirements of subsection 1207 (1) against the such party unless written notice in a record of 1208 objection to its contents is given within 10 days after it is 1209 received. 1210 Section 41.Section 672.202, Florida Statutes, is amended 1211 to read: 1212 672.202Final written expression; parol or extrinsic 1213 evidence.Terms with respect to which the confirmatory memoranda 1214 of the parties agree or which are otherwise set forth in a 1215 record writing intended by the parties as a final expression of 1216 their agreement with respect to such terms as are included 1217 therein may not be contradicted by evidence of any prior 1218 agreement or of a contemporaneous oral agreement but may be 1219 explained or supplemented: 1220 (1)By course of dealing or usage of trade (s. 671.205) or 1221 by course of performance (s. 672.208); and 1222 (2)By evidence of consistent additional terms unless the 1223 court finds the record writing to have been intended also as a 1224 complete and exclusive statement of the terms of the agreement. 1225 Section 42.Section 672.203, Florida Statutes, is amended 1226 to read: 1227 672.203Seals inoperative.The affixing of a seal to a 1228 record writing evidencing a contract for sale or an offer to buy 1229 or sell goods does not constitute a record the writing a sealed 1230 instrument and the law with respect to sealed instruments does 1231 not apply to such a contract or offer. 1232 Section 43.Section 672.205, Florida Statutes, is amended 1233 to read: 1234 672.205Firm offers.An offer by a merchant to buy or sell 1235 goods in a signed record writing which by its terms gives 1236 assurance that it will be held open is not revocable, for lack 1237 of consideration, during the time stated or if no time is stated 1238 for a reasonable time, but in no event may such period of 1239 irrevocability exceed 3 months; but any such term of assurance 1240 on a form supplied by the offeree must be separately signed by 1241 the offeror. 1242 Section 44.Subsection (2) of section 672.209, Florida 1243 Statutes, is amended to read: 1244 672.209Modification, rescission, and waiver. 1245 (2)A signed agreement which excludes modification or 1246 rescission except by a signed writing or other signed record 1247 cannot be otherwise modified or rescinded, but except as between 1248 merchants such a requirement on a form supplied by the merchant 1249 must be separately signed by the other party. 1250 Section 45.Part VIII of chapter 672, Florida Statutes, 1251 consisting of s. 672.801, Florida Statutes, is created and 1252 entitled Transitional Provisions. 1253 Section 46.Section 672.801, Florida Statutes, is created 1254 to read: 1255 672.801Saving clause.Except as provided in ss. 669.501 1256 669.706, a transaction validly entered into before July 1, 2025, 1257 and the rights, duties, and interests flowing from such 1258 transaction remain valid thereafter and may be terminated, 1259 completed, consummated, or enforced as required or permitted by 1260 law other than the Uniform Commercial Code or, if applicable, by 1261 the Uniform Commercial Code as though this act had not taken 1262 effect. 1263 Section 47.Subsection (1) of section 673.1041, Florida 1264 Statutes, is amended to read: 1265 673.1041Negotiable instrument. 1266 (1)Except as provided in subsections (3), (4), and (11), 1267 the term negotiable instrument means an unconditional promise 1268 or order to pay a fixed amount of money, with or without 1269 interest or other charges described in the promise or order, if 1270 it: 1271 (a)Is payable to bearer or to order at the time it is 1272 issued or first comes into possession of a holder; 1273 (b)Is payable on demand or at a definite time; and 1274 (c)Does not state any other undertaking or instruction by 1275 the person promising or ordering payment to do any act in 1276 addition to the payment of money, but the promise or order may 1277 contain: 1278 1.An undertaking or power to give, maintain, or protect 1279 collateral to secure payment; 1280 2.An authorization or power to the holder to confess 1281 judgment or realize on or dispose of collateral; or 1282 3.A waiver of the benefit of any law intended for the 1283 advantage or protection of an obligor; 1284 4.A term that specifies the law that governs the promise 1285 or order; or 1286 5.An undertaking to resolve, in a specified forum, a 1287 dispute concerning the promise or order. 1288 Section 48.Subsection (1) of section 673.1051, Florida 1289 Statutes, is amended to read: 1290 673.1051Issue of instrument. 1291 (1)The term issue means: 1292 (a)The first delivery of an instrument by the maker or 1293 drawer, whether to a holder or nonholder, for the purpose of 1294 giving rights on the instrument to any person; or 1295 (b)If agreed to by the payee, the first transmission by 1296 the drawer to the payee of an image of an item and information 1297 derived from the item which enables the depositary bank to 1298 collect the item under federal law by transferring or presenting 1299 an electronic check. 1300 Section 49.Section 673.4011, Florida Statutes, is amended 1301 to read: 1302 673.4011Signature. 1303 (1)A person is not liable on an instrument unless: 1304 (a)the person signed the instrument; or 1305 (b)the person is represented by an agent or representative 1306 who signed the instrument, and the signature is binding on the 1307 represented person under s. 673.4021. 1308 (2)A signature may be made: 1309 (a)Manually or by means of a device or machine; and 1310 (b)By the use of any name, including a trade or assumed 1311 name, or by a word, mark, or symbol executed or adopted by a 1312 person with present intention to authenticate a writing. 1313 Section 50.Subsection (1) of section 673.6041, Florida 1314 Statutes, is amended to read: 1315 673.6041Discharge by cancellation or renunciation. 1316 (1)A person entitled to enforce an instrument, with or 1317 without consideration, may discharge the obligation of a party 1318 to pay the instrument: 1319 (a)By an intentional voluntary act, such as: 1320 1.Surrender of the instrument to the party; 1321 2.Destruction, mutilation, or cancellation of the 1322 instrument; 1323 3.Cancellation or striking out of the partys signature; 1324 or 1325 4.Addition of words to the instrument indicating 1326 discharge; or 1327 (b)By agreeing not to sue or otherwise renouncing rights 1328 against the party by a signed writing. 1329 1330 The obligation of a party to pay a check is not discharged 1331 solely by destruction of the check in connection with a process 1332 that involves the extraction of information from the check and 1333 an image of the check is made and, subsequently, the information 1334 and image are transmitted for payment. 1335 Section 51.Part VII of chapter 673, Florida Statutes, 1336 consisting of s. 673.702, Florida Statutes, is created and 1337 entitled Transitional Provisions. 1338 Section 52.Section 673.702, Florida Statutes, is created 1339 to read: 1340 673.702Savings clause.Except as provided in ss. 669.501 1341 669.706, a transaction validly entered into before July 1, 2025, 1342 and the rights, duties, and interests flowing from such 1343 transaction remain valid thereafter and may be terminated, 1344 completed, consummated, or enforced as required or permitted by 1345 law other than the Uniform Commercial Code or, if applicable, by 1346 the Uniform Commercial Code as though this act had not taken 1347 effect. 1348 Section 53.Section 675.104, Florida Statutes, is amended 1349 to read: 1350 675.104Formal requirements.A letter of credit, 1351 confirmation, advice, transfer, amendment, or cancellation may 1352 be issued in any form that is a signed record and is 1353 authenticated by a signature or in accordance with the agreement 1354 of the parties or the standard practice referred to in s. 1355 675.108(5). 1356 Section 54.Section 675.116, Florida Statutes, is amended 1357 to read: 1358 675.116Choice of law and forum. 1359 (1)The liability of an issuer, nominated person, or 1360 adviser for action or omission is governed by the law of the 1361 jurisdiction chosen by an agreement in the form of a record 1362 signed or otherwise authenticated by the affected parties in the 1363 manner provided in s. 675.104 or by a provision in the persons 1364 letter of credit, confirmation, or other undertaking. The 1365 jurisdiction whose law is chosen need not bear any relation to 1366 the transaction. 1367 (2)Unless subsection (1) applies, the liability of an 1368 issuer, nominated person, or adviser for action or omission is 1369 governed by the law of the jurisdiction in which the person is 1370 located. The person is considered to be located at the address 1371 indicated in the persons undertaking. If more than one address 1372 is indicated, the person is considered to be located at the 1373 address from which the persons undertaking was issued. 1374 (a)For the purpose of jurisdiction, choice of law, and 1375 recognition of interbranch letters of credit, but not 1376 enforcement of a judgment, all branches of a bank are considered 1377 separate juridical entities and a bank is considered to be 1378 located at the place where its relevant branch is considered to 1379 be located under paragraph (b) this subsection. 1380 (b)A bank branch is considered to be located at the 1381 address indicated in the branchs undertaking. If more than one 1382 address is indicated, the branch is considered to be located at 1383 the address from which the undertaking was issued. 1384 (c)(3)Except as otherwise provided in this paragraph 1385 subsection, the liability of an issuer, nominated person, or 1386 adviser is governed by any rules of custom or practice, such as 1387 the Uniform Customs and Practice for Documentary Credits, to 1388 which the letter of credit, confirmation, or other undertaking 1389 is expressly made subject. If this chapter governs the liability 1390 of an issuer, nominated person, or adviser under subsection (1) 1391 or this subsection (2), the relevant undertaking incorporates 1392 rules of custom or practice, and there is conflict between this 1393 chapter and such rules as applied to that undertaking, such 1394 rules govern except to the extent of any conflict with the 1395 nonvariable provisions specified in s. 675.102(3). 1396 (3)(4)This chapter governs to the extent of any conflict 1397 between this chapter and chapter 670, chapter 673, chapter 674, 1398 or chapter 679. 1399 (4)(5)The forum for settling disputes arising out of an 1400 undertaking within this chapter may be chosen in the manner and 1401 with the binding effect that governing law may be chosen in 1402 accordance with subsection (1). 1403 Section 55.Section 675.119, Florida Statutes, is created 1404 to read: 1405 675.119Saving clause.Except as provided in ss. 669.501 1406 669.706, a transaction validly entered into before July 1, 2025, 1407 and the rights, duties, and interests flowing from such 1408 transaction remain valid thereafter and may be terminated, 1409 completed, consummated, or enforced as required or permitted by 1410 law other than the Uniform Commercial Code or, if applicable, by 1411 the Uniform Commercial Code as though this act had not taken 1412 effect. 1413 Section 56.Paragraphs (j) and (l) of subsection (1) of 1414 section 677.102, Florida Statutes, are amended to read: 1415 677.102Definitions and index of definitions. 1416 (1)In this chapter, unless the context otherwise requires: 1417 (j)Record means information that is inscribed on a 1418 tangible medium or that is stored in an electronic or other 1419 medium and is retrievable in perceivable form. 1420 (l)Sign means, with present intent to authenticate or 1421 adopt a record: 1422 1.To execute or adopt a tangible symbol; or 1423 2.To attach to or logically associate with the record an 1424 electronic sound, symbol, or process. 1425 Section 57.Subsection (2) of section 677.106, Florida 1426 Statutes, is amended, and subsections (3) through (9) are added 1427 to that section, to read: 1428 677.106Control of electronic document of title. 1429 (2)A system satisfies subsection (1), and a person has is 1430 deemed to have control of an electronic document of title, if 1431 the document is created, stored, and transferred assigned in a 1432 manner that: 1433 (a)A single authoritative copy of the document exists 1434 which is unique, identifiable, and, except as otherwise provided 1435 in paragraphs (d), (e), and (f), unalterable; 1436 (b)The authoritative copy identifies the person asserting 1437 control as: 1438 1.The person to which the document was issued; or 1439 2.If the authoritative copy indicates that the document 1440 has been transferred, the person to which the document was most 1441 recently transferred; 1442 (c)The authoritative copy is communicated to and 1443 maintained by the person asserting control or its designated 1444 custodian; 1445 (d)Copies or amendments that add or change an identified 1446 transferee assignee of the authoritative copy can be made only 1447 with the consent of the person asserting control; 1448 (e)Each copy of the authoritative copy and any copy of a 1449 copy is readily identifiable as a copy that is not the 1450 authoritative copy; and 1451 (f)Any amendment of the authoritative copy is readily 1452 identifiable as authorized or unauthorized. 1453 (3)A system satisfies subsection (1), and a person has 1454 control of an electronic document of title, if an authoritative 1455 electronic copy of the document, a record attached to or 1456 logically associated with the electronic copy, or a system in 1457 which the electronic copy is recorded: 1458 (a)Enables the person to readily identify each electronic 1459 copy as either an authoritative copy or a nonauthoritative copy; 1460 (b)Enables the person to readily identify itself in any 1461 way, including by name, identifying number, cryptographic key, 1462 office, or account number, as the person to which each 1463 authoritative electronic copy was issued or transferred; and 1464 (c)Gives the person exclusive power, subject to subsection 1465 (4), to: 1466 1.Prevent others from adding or changing the person to 1467 which each authoritative electronic copy has been issued or 1468 transferred; and 1469 2.Transfer control of each authoritative electronic copy. 1470 (4)Subject to subsection (5), a power is exclusive under 1471 subparagraphs (3)(c)1. and 2. even if: 1472 (a)The authoritative electronic copy, a record attached to 1473 or logically associated with the authoritative electronic copy, 1474 or a system in which the authoritative electronic copy is 1475 recorded limits the use of the document of title or has a 1476 protocol that is programmed to cause a change, including a 1477 transfer or loss of control; or 1478 (b)The power is shared with another person. 1479 (5)A power of a person is not shared with another person 1480 under paragraph (4)(b) and the persons power is not exclusive 1481 if: 1482 (a)The person can exercise the power only if the power 1483 also is exercised by the other person; and 1484 (b)The other person: 1485 1.Can exercise the power without exercise of the power by 1486 the person; or 1487 2.Is the transferor to the person of an interest in the 1488 document of title. 1489 (6)If a person has the powers specified in subparagraphs 1490 (3)(c)1. and 2., the powers are presumed to be exclusive. 1491 (7)A person has control of an electronic document of title 1492 if another person, other than the transferor to the person of an 1493 interest in the document: 1494 (a)Has control of the document and acknowledges that it 1495 has control on behalf of the person; or 1496 (b)Obtains control of the document after having 1497 acknowledged that it will obtain control of the document on 1498 behalf of the person. 1499 (8)A person that has control as provided under this 1500 section is not required to acknowledge that it has control on 1501 behalf of another person. 1502 (9)If a person acknowledges that it has or will obtain 1503 control on behalf of another person, unless the person otherwise 1504 agrees or law other than this chapter or chapter 679 otherwise 1505 provides, the person does not owe any duty to the other person 1506 and is not required to confirm the acknowledgment to any other 1507 person. 1508 Section 58.Part VII of chapter 677, Florida Statutes, 1509 consisting of s. 677.701, Florida Statutes, is created and 1510 entitled Transitional Provisions. 1511 Section 59.Section 677.701, Florida Statutes, is created 1512 to read: 1513 677.701Saving clause.Except as provided in ss. 669.501 1514 669.706, a transaction validly entered into before July 1, 2025, 1515 and the rights, duties, and interests flowing from such 1516 transaction remain valid thereafter and may be terminated, 1517 completed, consummated, or enforced as required or permitted by 1518 law other than the Uniform Commercial Code or, if applicable, by 1519 the Uniform Commercial Code as though this act had not have 1520 taken effect. 1521 Section 60.Paragraph (f) of subsection (1) and subsection 1522 (2) of section 678.1021, Florida Statutes, are amended, and 1523 paragraph (i) of subsection (1) of that section is republished, 1524 to read: 1525 678.1021Definitions. 1526 (1)In this chapter: 1527 (f)Communicate means to: 1528 1.Send a signed record writing; or 1529 2.Transmit information by any mechanism agreed upon by the 1530 persons transmitting and receiving the information. 1531 (i)Financial asset, except as otherwise provided in s. 1532 678.1031, means: 1533 1.A security; 1534 2.An obligation of a person or a share, participation, or 1535 other interest in a person or in property or an enterprise of a 1536 person, which is, or is of a type, dealt in or traded on 1537 financial markets, or which is recognized in any area in which 1538 it is issued or dealt in as a medium for investment; or 1539 3.Any property that is held by a securities intermediary 1540 for another person in a securities account if the securities 1541 intermediary has expressly agreed with the other person that the 1542 property is to be treated as a financial asset under this 1543 chapter. As context requires, the term means either the interest 1544 itself or the means by which a persons claim to it is 1545 evidenced, including a certificated or uncertificated security, 1546 a security certificate, or a security entitlement. 1547 (2)The following Other definitions in applying to this 1548 chapter and other chapters apply to this section the sections in 1549 which they appear are: 1550 Appropriate person, s. 678.1071. 1551 Control, s. 678.1061. 1552 Controllable account, s. 679.1021. 1553 Controllable electronic record, s. 669.102. 1554 Controllable payment intangible, s. 679.1021. 1555 Delivery, s. 678.3011. 1556 Investment company security, s. 678.1031(2). 1557 Issuer, s. 678.2011. 1558 Overissue, s. 678.2101. 1559 Protected purchaser, s. 678.3031. 1560 Securities account, s. 678.5011. 1561 Section 61.Subsection (6) of section 678.1031, Florida 1562 Statutes, is amended, and subsection (8) is added to that 1563 section, to read: 1564 678.1031Rules for determining whether certain obligations 1565 and interests are securities or financial assets. 1566 (6)A commodity contract, as defined in s. 679.1021(1) s. 1567 679.1021(1)(o), is not a security or a financial asset. 1568 (8)A controllable account, controllable electronic record, 1569 or controllable payment intangible is not a financial asset 1570 unless s. 678.1021(1)(i) applies. 1571 Section 62.Subsection (4) of section 678.1061, Florida 1572 Statutes, is amended, and subsections (8) and (9) are added to 1573 that section, to read: 1574 678.1061Control. 1575 (4)A purchaser has control of a security entitlement if: 1576 (a)The purchaser becomes the entitlement holder; 1577 (b)The securities intermediary has agreed that it will 1578 comply with entitlement orders originated by the purchaser 1579 without further consent by the entitlement holder; or 1580 (c)Another person, other than the transferor to the 1581 purchaser of an interest in the security entitlement: 1582 1.Has control of the security entitlement and acknowledges 1583 that it has control on behalf of the purchaser; or 1584 2.Obtains control of the security entitlement after having 1585 acknowledged that it will obtain control of the security 1586 entitlement on behalf of the purchaser has control of the 1587 security entitlement on behalf of the purchaser or, having 1588 previously acquired control of the security entitlement, 1589 acknowledges that the person has control on behalf of the 1590 purchaser. 1591 (8)A person that has control under this section is not 1592 required to acknowledge that it has control on behalf of a 1593 purchaser. 1594 (9)If a person acknowledges that it has or will obtain 1595 control on behalf of a purchaser unless the person otherwise 1596 agrees, or law other than this section or chapter 679 otherwise 1597 provides, the person does not owe any duty to the purchaser and 1598 is not required to confirm the acknowledgment to any other 1599 person. 1600 Section 63.Subsection (7) is added to section 678.1101, 1601 Florida Statutes, to read: 1602 678.1101Applicability; choice of law. 1603 (7)The local law of the issuers jurisdiction or the 1604 securities intermediarys jurisdiction governs a matter or 1605 transaction specified in subsection (1) or subsection (2) even 1606 if the matter or transaction does not bear any relation to the 1607 jurisdiction. 1608 Section 64.Subsection (2) of section 678.3031, Florida 1609 Statutes, is amended to read: 1610 678.3031Protected purchaser. 1611 (2)In addition to acquiring the rights of a purchaser, A 1612 protected purchaser also acquires its interest in the security 1613 free of any adverse claim. 1614 Section 65.Part VI of chapter 678, Florida Statutes, 1615 consisting of s. 678.601, Florida Statutes, is created and 1616 entitled Transitional Provisions. 1617 Section 66.Section 678.601, Florida Statutes, is created 1618 to read: 1619 678.601Saving clause.Except as provided in ss. 669.501 1620 669.706, a transaction validly entered into before July 1, 2025, 1621 and the rights, duties, and interests flowing from such 1622 transaction remain valid thereafter and may be terminated, 1623 completed, consummated, or enforced as required or permitted by 1624 law other than the Uniform Commercial Code, or if applicable, by 1625 the Uniform Commercial Code as though this act had not taken 1626 effect. 1627 Section 67.Present paragraphs (h) through (aa), (bb) 1628 through (bbb), (ccc) through (uuu), and (www) through (bbbb) of 1629 subsection (1) of section 679.1021, Florida Statutes, are 1630 redesignated as paragraphs (i) through (bb), (ee) through (eee), 1631 (ggg) through (yyy), and (zzz) through (eeee), respectively, new 1632 paragraphs (h), (cc), (dd), and (fff) are added to that 1633 subsection, and paragraphs (b), (c), (d), and (g) and present 1634 paragraphs (k), (ee), (pp), (uu), (iii), (nnn), (vvv), and (zzz) 1635 of subsection (1) and subsection (2) of that section are 1636 amended, to read: 1637 679.1021Definitions and index of definitions. 1638 (1)In this chapter, the term: 1639 (b)Account, except as used in account for, account 1640 statement, account to, commodity account as used in 1641 paragraph (o), customer account, deposit account as used in 1642 paragraph (ff), on account of, and statement of account, 1643 means a right to payment of a monetary obligation, regardless of 1644 whether or not earned by performance, for property that has been 1645 or is to be sold, leased, licensed, assigned, or otherwise 1646 disposed of; for services rendered or to be rendered; for a 1647 policy of insurance issued or to be issued; for a secondary 1648 obligation incurred or to be incurred; for energy provided or to 1649 be provided; for the use or hire of a vessel under a charter or 1650 other contract; arising out of the use of a credit or charge 1651 card or information contained on or for use with the card; or as 1652 winnings in a lottery or other game of chance operated or 1653 sponsored by a state, governmental unit of a state, or person 1654 licensed or authorized to operate the game by a state or 1655 governmental unit of a state. The term includes controllable 1656 accounts and health-care-insurance receivables. The term does 1657 not include rights to payment evidenced by chattel paper or an 1658 instrument; commercial tort claims; deposit accounts; investment 1659 property; letter-of-credit rights or letters of credit; or 1660 rights to payment for money or funds advanced or sold, other 1661 than rights arising out of the use of a credit or charge card or 1662 information contained on or for use with the card; or rights to 1663 payment evidenced by an instrument. 1664 (c)Account debtor means a person obligated on an 1665 account, chattel paper, or general intangible. The term does not 1666 include persons obligated to pay a negotiable instrument, even 1667 if the negotiable instrument evidences constitutes part of 1668 chattel paper. 1669 (d)Accounting, except as used in the term accounting 1670 for, means a record: 1671 1.Signed Authenticated by a secured party; 1672 2.Indicating the aggregate unpaid secured obligations as 1673 of a date not more than 35 days earlier or 35 days later than 1674 the date of the record; and 1675 3.Identifying the components of the obligations in 1676 reasonable detail. 1677 (g)Assignee, except as used in assignee for benefit of 1678 creditors, means a person: 1679 1.In whose favor a security interest that secures an 1680 obligation is created or provided for under a security 1681 agreement, regardless of whether the obligation is outstanding; 1682 or 1683 2.To which an account, chattel paper, payment intangible, 1684 or promissory note has been sold. 1685 1686 The term includes a person to which a security interest has been 1687 transferred by a secured party. 1688 (h)Assignor means a person that: 1689 1.Under a security agreement creates or provides for a 1690 security interest that secures an obligation; or 1691 2.Sells an account, chattel paper, payment intangible, or 1692 promissory note. 1693 1694 The term includes a secured party that has transferred a 1695 security interest to another person Authenticate means: 1696 1.To sign; or 1697 2.With the present intent to adopt or accept a record, to 1698 attach to or logically associate with the record an electronic 1699 sound, symbol, or process. 1700 (l)(k)Chattel paper means: 1701 1.A right to payment of a monetary obligation secured by 1702 specific goods, if the right to payment and security agreement 1703 are evidenced by a record; or 1704 2.A right to payment of a monetary obligation owed by a 1705 lessee under a lease agreement with respect to specific goods 1706 and a monetary obligation owed by the lessee in connection with 1707 the transaction giving rise to the lease, if: 1708 a.The right to payment and lease agreement are evidenced 1709 by a record; and 1710 b.The predominant purpose of the transaction giving rise 1711 to the lease was to give the lessee the right to possession and 1712 use of the goods. 1713 1714 The term does not include a right to payment arising out of a 1715 charter or other contract involving the use or hire of a vessel 1716 or a right to payment arising out of the use of a credit or 1717 charge card or information contained on or for use with the card 1718 a record or records that evidence both a monetary obligation and 1719 a security interest in specific goods, a security interest in 1720 specific goods and software used in the goods, a security 1721 interest in specific goods and license of software used in the 1722 goods, a lease of specific goods, or a lease of specific goods 1723 and license of software used in the goods. In this paragraph, 1724 monetary obligation means a monetary obligation secured by the 1725 goods or owed under a lease of the goods and includes a monetary 1726 obligation with respect to software used in the goods. The term 1727 does not include charters or other contracts involving the use 1728 or hire of a vessel or records that evidence a right to payment 1729 arising out of the use of a credit or charge card or information 1730 contained on or for use with the card. If a transaction is 1731 evidenced by records that include an instrument or series of 1732 instruments, the group of records taken together constitutes 1733 chattel paper. 1734 (cc)Controllable account means an account evidenced by a 1735 controllable electronic record that provides that the account 1736 debtor undertakes to pay the person that has control under s. 1737 669.105 of the controllable electronic record. 1738 (dd)Controllable payment intangible means a payment 1739 intangible evidenced by a controllable electronic record that 1740 provides that the account debtor undertakes to pay the person 1741 that has control under s. 669.105 of the controllable electronic 1742 record. 1743 (hh)(ee)Electronic money means money in an electronic 1744 form chattel paper means chattel paper evidenced by a record or 1745 records consisting of information stored in an electronic 1746 medium. 1747 (ss)(pp)General intangible means any personal property, 1748 including things in action, other than accounts, chattel paper, 1749 commercial tort claims, deposit accounts, documents, goods, 1750 instruments, investment property, letter-of-credit rights, 1751 letters of credit, money, and oil, gas, or other minerals before 1752 extraction. The term includes controllable electronic records, 1753 payment intangibles, and software. 1754 (xx)(uu)Instrument means a negotiable instrument or any 1755 other writing that evidences a right to the payment of a 1756 monetary obligation, is not itself a security agreement or 1757 lease, and is of a type that in the ordinary course of business 1758 is transferred by delivery with any necessary indorsement or 1759 assignment. The term does not include investment property, 1760 letters of credit, or writings that evidence a right to payment 1761 arising out of the use of a credit or charge card or information 1762 contained on or for use with the card, or writings that evidence 1763 chattel paper. 1764 (fff)Money has the same meaning as in s. 671.201. The 1765 term does not include a deposit account, a central bank digital 1766 currency, or money in an electronic form that cannot be 1767 subjected to control under s. 679.1052. 1768 (mmm)(iii)Payment intangible means a general intangible 1769 under which the account debtors principal obligation is a 1770 monetary obligation. The term includes a controllable payment 1771 intangible. 1772 (rrr)(nnn)Proposal means a record signed authenticated 1773 by a secured party which includes the terms on which the secured 1774 party is willing to accept collateral in full or partial 1775 satisfaction of the obligation it secures pursuant to ss. 1776 679.620, 679.621, and 679.622. 1777 (vvv)Send, in connection with a record or notification, 1778 means: 1779 1.To deposit in the mail, deliver for transmission, or 1780 transmit by any other usual means of communication, with postage 1781 or cost of transmission provided for, addressed to any address 1782 reasonable under the circumstances; or 1783 2.To cause the record or notification to be received 1784 within the time that it would have been received if properly 1785 sent under subparagraph 1. 1786 (cccc)(zzz)Tangible money chattel paper means money in 1787 tangible form chattel paper evidenced by a record or records 1788 consisting of information that is inscribed on a tangible 1789 medium. 1790 (2)The following definitions in other chapters apply to 1791 this chapter: 1792 Applicant, s. 675.103. 1793 Beneficiary, s. 675.103. 1794 Broker, s. 678.1021. 1795 Certificated security, s. 678.1021. 1796 Check, s. 673.1041. 1797 Clearing corporation, s. 678.1021. 1798 Contract for sale, s. 672.106. 1799 Control, s. 677.106. 1800 Controllable electronic record, s. 669.102. 1801 Customer, s. 674.104. 1802 Entitlement holder, s. 678.1021. 1803 Financial asset, s. 678.1021. 1804 Holder in due course, s. 673.3021. 1805 Issuer (with respect to a letter of credit 1806 or letter-of-credit right), s. 675.103. 1807 Issuer (with respect to a security), s. 678.2011. 1808 Issuer (with respect to documents 1809 of title), s. 677.102. 1810 Lease, s. 680.1031. 1811 Lease agreement, s. 680.1031. 1812 Lease contract, s. 680.1031. 1813 Leasehold interest, s. 680.1031. 1814 Lessee, s. 680.1031. 1815 Lessee in ordinary course of 1816 business, s. 680.1031. 1817 Lessor, s. 680.1031. 1818 Lessors residual interest, s. 680.1031. 1819 Letter of credit, s. 675.103. 1820 Merchant, s. 672.104. 1821 Negotiable instrument, s. 673.1041. 1822 Nominated person, s. 675.103. 1823 Note, s. 673.1041. 1824 Proceeds of a letter of credit, s. 675.114. 1825 Protected purchaser, s. 678.3031. 1826 Prove, s. 673.1031. 1827 Qualifying purchaser, s. 669.102. 1828 Sale, s. 672.106. 1829 Securities account, s. 678.5011. 1830 Securities intermediary, s. 678.1021. 1831 Security, s. 678.1021. 1832 Security certificate, s. 678.1021. 1833 Security entitlement, s. 678.1021. 1834 Uncertificated security, s. 678.1021. 1835 Section 68.Subsection (1) of section 679.1041, Florida 1836 Statutes, is amended to read: 1837 679.1041Control of deposit account. 1838 (1)A secured party has control of a deposit account if any 1839 of the following applies: 1840 (a)The secured party is the bank with which the deposit 1841 account is maintained.; 1842 (b)The debtor, secured party, and bank have agreed in a 1843 signed an authenticated record that the bank will comply with 1844 instructions originated by the secured party directing 1845 disposition of the funds in the deposit account without further 1846 consent by the debtor.; or 1847 (c)The secured party becomes the banks customer with 1848 respect to the deposit account. 1849 (d)Another person, other than the debtor: 1850 1.Has control of the deposit account and acknowledges that 1851 it has control on behalf of the secured party; or 1852 2.Obtains control of the deposit account after having 1853 acknowledged that it will obtain control of the deposit account 1854 on behalf of the secured party. 1855 Section 69.Section 679.1051, Florida Statutes, is amended 1856 to read: 1857 679.1051Control of electronic chattel paper. 1858 (1)A purchaser has control of an authoritative electronic 1859 copy of a record evidencing chattel paper if a system employed 1860 for evidencing the assignment of interests in the chattel paper 1861 reliably establishes the purchaser as the person to which the 1862 authoritative electronic copy was assigned. 1863 (2)A system satisfies subsection (1) if the record or 1864 records evidencing the chattel paper are created, stored, and 1865 assigned in a manner that: 1866 (a)A single authoritative copy of the record or records 1867 exists which is unique, identifiable, and, except as otherwise 1868 provided in paragraphs (d), (e), and (f), unalterable; 1869 (b)The authoritative copy identifies the purchaser as the 1870 assignee of the record or records; 1871 (c)The authoritative copy is communicated to and 1872 maintained by the purchaser or its designated custodian; 1873 (d)Copies or amendments that add or change an identified 1874 assignee of the authoritative copy can be made only with the 1875 consent of the purchaser; 1876 (e)Each copy of the authoritative copy and any copy of a 1877 copy is readily identifiable as a copy that is not the 1878 authoritative copy; and 1879 (f)Any amendment of the authoritative copy is readily 1880 identifiable as authorized or unauthorized. 1881 (3)A system satisfies subsection (1), and a purchaser has 1882 control of an authoritative electronic copy of a record 1883 evidencing chattel paper, if the electronic copy, a record 1884 attached to or logically associated with the electronic copy, or 1885 a system in which the electronic copy is recorded: 1886 (a)Enables the purchaser to readily identify each 1887 electronic copy as either an authoritative copy or a 1888 nonauthoritative copy; 1889 (b)Enables the purchaser to readily identify itself in any 1890 way, including by name, identifying number, cryptographic key, 1891 office, or account number, as the assignee of the authoritative 1892 electronic copy; and 1893 (c)Gives the purchaser exclusive power, subject to 1894 subsection (4), to: 1895 1.Prevent others from adding or changing an identified 1896 assignee of the authoritative electronic copy; and 1897 2.Transfer control of the authoritative electronic copy. 1898 (4)Subject to subsection (5), a power is exclusive under 1899 subparagraphs (3)(c)1. and 2. even if: 1900 (a)The authoritative electronic copy, a record attached to 1901 or logically associated with the authoritative electronic copy, 1902 or a system in which the authoritative electronic copy is 1903 recorded limits the use of the authoritative electronic copy or 1904 has a protocol programmed to cause a change, including a 1905 transfer or loss of control; or 1906 (b)The power is shared with another person. 1907 (5)A power of a purchaser is not shared with another 1908 person as provided in paragraph (4)(b) and the purchasers power 1909 is not exclusive if: 1910 (a)The purchaser can exercise the power only if the power 1911 also is exercised by the other person; and 1912 (b)The other person: 1913 1.Can exercise the power without exercise of the power by 1914 the purchaser; or 1915 2.Is the transferor to the purchaser of an interest in the 1916 chattel paper. 1917 (6)If a purchaser has the powers specified in 1918 subparagraphs (3)(c)1. and 2., the powers are presumed to be 1919 exclusive. 1920 (7)A purchaser has control of an authoritative electronic 1921 copy of a record evidencing chattel paper if another person, 1922 other than the transferor to the purchaser of an interest in the 1923 chattel paper: 1924 (a)Has control of the authoritative electronic copy and 1925 acknowledges that it has control on behalf of the purchaser; or 1926 (b)Obtains control of the authoritative electronic copy 1927 after having acknowledged that it will obtain control of the 1928 electronic copy on behalf of the purchaser A secured party has 1929 control of electronic chattel paper if a system employed for 1930 evidencing the transfer of interests in the chattel paper 1931 reliably establishes the secured party as the person to which 1932 the chattel paper was assigned. 1933 (2)A system satisfies subsection (1), and a secured party 1934 has control of electronic chattel paper, if the record or 1935 records comprising the chattel paper are created, stored, and 1936 assigned in such a manner that: 1937 (a)A single authoritative copy of the record or records 1938 exists which is unique, identifiable and, except as otherwise 1939 provided in paragraphs (d), (e), and (f), unalterable; 1940 (b)The authoritative copy identifies the secured party as 1941 the assignee of the record or records; 1942 (c)The authoritative copy is communicated to and 1943 maintained by the secured party or its designated custodian; 1944 (d)Copies or amendments that add or change an identified 1945 assignee of the authoritative copy can be made only with the 1946 consent of the secured party; 1947 (e)Each copy of the authoritative copy and any copy of a 1948 copy is readily identifiable as a copy that is not the 1949 authoritative copy; and 1950 (f)Any amendment of the authoritative copy is readily 1951 identifiable as authorized or unauthorized. 1952 Section 70.Section 679.1052, Florida Statutes, is created 1953 to read: 1954 679.1052Control of electronic money. 1955 (1)A person has control of electronic money if both of the 1956 following apply: 1957 (a)The electronic money, a record attached to or logically 1958 associated with the electronic money, or a system in which the 1959 electronic money is recorded gives the person: 1960 1.Power to avail itself of substantially all the benefit 1961 from the electronic money; and 1962 2.Exclusive power, subject to subsection (2), to: 1963 a.Prevent others from availing themselves of substantially 1964 all the benefit from the electronic money; and 1965 b.Transfer control of the electronic money to another 1966 person or cause another person to obtain control of other 1967 electronic money as a result of the transfer of the electronic 1968 money. 1969 (b)The electronic money, a record attached to or logically 1970 associated with the electronic money, or a system in which the 1971 electronic money is recorded enables the person readily to 1972 identify itself in any way, including by name, identifying 1973 number, cryptographic key, office, or account number, as having 1974 the powers under paragraph (a). 1975 (2)Subject to subsection (3), a power is exclusive under 1976 sub-subparagraphs (1)(a)2.a. and b. even if: 1977 (a)The electronic money, a record attached to or logically 1978 associated with the electronic money, or a system in which the 1979 electronic money is recorded limits the use of the electronic 1980 money or has a protocol programmed to cause a change, including 1981 a transfer or loss of control; or 1982 (b)The power is shared with another person. 1983 (3)A power of a person is not shared with another person 1984 under paragraph (2)(b) and the persons power is not exclusive 1985 if: 1986 (a)The person can exercise the power only if the power 1987 also is exercised by the other person; and 1988 (b)The other person: 1989 1.Can exercise the power without exercise of the power by 1990 the person; or 1991 2.Is the transferor to the person of an interest in the 1992 electronic money. 1993 (4)If a person has the powers specified in sub 1994 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 1995 exclusive. 1996 (5)A person has control of electronic money if another 1997 person, other than the transferor to the person of an interest 1998 in the electronic money: 1999 (a)Has control of the electronic money and acknowledges 2000 that it has control on behalf of the person; or 2001 (b)Obtains control of the electronic money after having 2002 acknowledged that it will obtain control of the electronic money 2003 on behalf of the person. 2004 Section 71.Section 679.1053, Florida Statutes, is created 2005 to read: 2006 679.1053Control of controllable electronic record, 2007 controllable account, or controllable payment intangible. 2008 (1)A secured party has control of a controllable 2009 electronic record as provided in s. 669.105. 2010 (2)A secured party has control of a controllable account 2011 or controllable payment intangible if the secured party has 2012 control of the controllable electronic record that evidences the 2013 controllable account or controllable payment intangible. 2014 Section 72.Section 679.1054, Florida Statutes, is created 2015 to read: 2016 679.1054No requirement to acknowledge or confirm; no 2017 duties. 2018 (1)A person that has control under s. 679.1051, s. 2019 679.1052, or s. 679.1053 is not required to acknowledge that it 2020 has control on behalf of another person. 2021 (2)If a person acknowledges that it has or will obtain 2022 control on behalf of another person, unless the person otherwise 2023 agrees, or law other than this chapter otherwise provides, the 2024 person does not owe any duty to the other person and is not 2025 required to confirm the acknowledgment to any other person. 2026 Section 73.Subsections (2) and (10) of section 679.2031, 2027 Florida Statutes, are amended to read: 2028 679.2031Attachment and enforceability of security 2029 interest; proceeds; supporting obligations; formal requisites. 2030 (2)Except as otherwise provided in subsections (3) through 2031 (10), a security interest is enforceable against the debtor and 2032 third parties with respect to the collateral only if: 2033 (a)Value has been given; 2034 (b)The debtor has rights in the collateral or the power to 2035 transfer rights in the collateral to a secured party; and 2036 (c)One of the following conditions is met: 2037 1.The debtor has signed authenticated a security agreement 2038 that provides a description of the collateral and, if the 2039 security interest covers timber to be cut, a description of the 2040 land concerned; 2041 2.The collateral is not a certificated security and is in 2042 the possession of the secured party under s. 679.3131 pursuant 2043 to the debtors security agreement; 2044 3.The collateral is a certificated security in registered 2045 form and the security certificate has been delivered to the 2046 secured party under s. 678.3011 pursuant to the debtors 2047 security agreement; or 2048 4.The collateral is controllable accounts, controllable 2049 electronic records, controllable payment intangibles, deposit 2050 accounts, electronic documents, electronic money chattel paper, 2051 investment property, or letter-of-credit rights, or electronic 2052 documents, and the secured party has control under s. 669.105, 2053 s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 2054 679.1071 pursuant to the debtors security agreement; or 2055 5.The collateral is chattel paper and the secured party 2056 has possession and control under s. 679.3152 pursuant to the 2057 debtors security agreement. 2058 (10)A security interest in an account consisting of a 2059 right to payment of a monetary obligation for the sale of real 2060 property that is the debtors homestead under the laws of this 2061 state is not enforceable unless: 2062 (a)The description of the account in the security 2063 agreement conspicuously states that the collateral includes the 2064 debtors right to payment of a monetary obligation for the sale 2065 of real property; 2066 (b)The description of the account in the security 2067 agreement includes a legal description of the real property; 2068 (c)The description of the account in the security 2069 agreement conspicuously states that the real property is the 2070 debtors homestead; and 2071 (d)The security agreement is also signed authenticated by 2072 the debtors spouse, if the debtor is married; if the debtors 2073 spouse is incompetent, then the method of signature 2074 authentication by the debtors spouse is the same as provided by 2075 the laws of this state, other than this chapter, which apply to 2076 the alienation or encumbrance of homestead property by an 2077 incompetent person. 2078 Section 74.Present subsection (3) of section 679.2041, 2079 Florida Statutes, is redesignated as subsection (4), a new 2080 subsection (3) is added to that section, and subsection (2) of 2081 that section is amended, to read: 2082 679.2041After-acquired property; future advances. 2083 (2)Subject to subsection (3), a security interest does not 2084 attach under a term constituting an after-acquired property 2085 clause to: 2086 (a)Consumer goods, other than an accession when given as 2087 additional security, unless the debtor acquires rights in them 2088 within 10 days after the secured party gives value; or 2089 (b)A commercial tort claim. 2090 (3)Subsection (2) does not prevent a security interest 2091 from attaching: 2092 (a)To a consumer good as proceeds under s. 679.3151(1) or 2093 commingled goods under s. 679.336(3); 2094 (b)To a commercial tort claim as proceeds under s. 2095 679.3151(1); or 2096 (c)Under an after-acquired property clause to property 2097 that is proceeds of consumer goods or a commercial tort claim. 2098 Section 75.Subsection (3) of section 679.2071, Florida 2099 Statutes, is amended to read: 2100 679.2071Rights and duties of secured party having 2101 possession or control of collateral. 2102 (3)Except as otherwise provided in subsection (4), a 2103 secured party having possession of collateral or control of 2104 collateral under s. 677.106, s. 679.1041, s. 679.1051, s. 2105 679.1052, s. 679.1061, or s. 679.1071: 2106 (a)May hold as additional security any proceeds, except 2107 money or funds, received from the collateral; 2108 (b)Shall apply money or funds received from the collateral 2109 to reduce the secured obligation, unless remitted to the debtor; 2110 and 2111 (c)May create a security interest in the collateral. 2112 Section 76.Subsection (2) of section 679.2081, Florida 2113 Statutes, is amended to read: 2114 679.2081Additional duties of secured party having control 2115 of collateral. 2116 (2)Within 10 days after receiving a signed an 2117 authenticated demand by the debtor: 2118 (a)A secured party having control of a deposit account 2119 under s. 679.1041(1)(b) shall send to the bank with which the 2120 deposit account is maintained a signed record an authenticated 2121 statement that releases the bank from any further obligation to 2122 comply with instructions originated by the secured party; 2123 (b)A secured party having control of a deposit account 2124 under s. 679.1041(1)(c) shall: 2125 1.Pay the debtor the balance on deposit in the deposit 2126 account; or 2127 2.Transfer the balance on deposit into a deposit account 2128 in the debtors name; 2129 (c)A secured party, other than a buyer, having control 2130 under s. 679.1051 of an authoritative electronic copy of a 2131 record evidencing chattel paper shall transfer control of the 2132 electronic copy to the debtor or a person designated by the 2133 debtor a secured party, other than a buyer, having control of 2134 electronic chattel paper under s. 679.1051 shall: 2135 1.Communicate the authoritative copy of the electronic 2136 chattel paper to the debtor or its designated custodian; 2137 2.If the debtor designates a custodian that is the 2138 designated custodian with which the authoritative copy of the 2139 electronic chattel paper is maintained for the secured party, 2140 communicate to the custodian an authenticated record releasing 2141 the designated custodian from any further obligation to comply 2142 with instructions originated by the secured party and 2143 instructing the custodian to comply with instructions originated 2144 by the debtor; and 2145 3.Take appropriate action to enable the debtor or the 2146 debtors designated custodian to make copies of or revisions to 2147 the authoritative copy which add or change an identified 2148 assignee of the authoritative copy without the consent of the 2149 secured party; 2150 (d)A secured party having control of investment property 2151 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the 2152 securities intermediary or commodity intermediary with which the 2153 security entitlement or commodity contract is maintained a 2154 signed an authenticated record that releases the securities 2155 intermediary or commodity intermediary from any further 2156 obligation to comply with entitlement orders or directions 2157 originated by the secured party; 2158 (e)A secured party having control of a letter-of-credit 2159 right under s. 679.1071 shall send to each person having an 2160 unfulfilled obligation to pay or deliver proceeds of the letter 2161 of credit to the secured party a signed an authenticated release 2162 from any further obligation to pay or deliver proceeds of the 2163 letter of credit to the secured party; and 2164 (f)A secured party having control under s. 677.106 of an 2165 authoritative electronic copy of an electronic document of title 2166 shall transfer control of the electronic copy to the debtor or a 2167 person designated by the debtor; 2168 (g)A secured party having control under s. 679.1052 of 2169 electronic money shall transfer control of the electronic money 2170 to the debtor or a person designated by the debtor; and 2171 (h)A secured party having control under s. 669.105 of a 2172 controllable electronic record, other than a buyer of a 2173 controllable account or controllable payment intangible 2174 evidenced by the controllable electronic record, shall transfer 2175 control of the controllable electronic record to the debtor or a 2176 person designated by the debtor of an electronic document shall: 2177 1.Give control of the electronic document to the debtor or 2178 its designated custodian; 2179 2.If the debtor designates a custodian that is the 2180 designated custodian with which the authoritative copy of the 2181 electronic document is maintained for the secured party, 2182 communicate to the custodian an authenticated record releasing 2183 the designated custodian from any further obligation to comply 2184 with instructions originated by the secured party and 2185 instructing the custodian to comply with instructions originated 2186 by the debtor; and 2187 3.Take appropriate action to enable the debtor or its 2188 designated custodian to make copies of or revisions to the 2189 authenticated copy which add or change an identified assignee of 2190 the authoritative copy without the consent of the secured party. 2191 Section 77.Subsection (2) of section 679.209, Florida 2192 Statutes, is amended to read: 2193 679.209Duties of secured party if account debtor has been 2194 notified of assignment. 2195 (2)Within 10 days after receiving a signed an 2196 authenticated demand by the debtor, a secured party shall send 2197 to an account debtor that has received notification under s. 2198 669.106(2) or s. 679.4061(1) of an assignment to the secured 2199 party as assignee a signed under s. 679.4061(1) an authenticated 2200 record that releases the account debtor from any further 2201 obligation to the secured party. 2202 Section 78.Section 679.210, Florida Statutes, is amended 2203 to read: 2204 679.210Request for accounting; request regarding list of 2205 collateral or statement of account. 2206 (1)In this section, the term: 2207 (a)Request means a record of a type described in 2208 paragraph (b), paragraph (c), or paragraph (d). 2209 (b)Request for an accounting means a record signed 2210 authenticated by a debtor requesting that the recipient provide 2211 an accounting of the unpaid obligations secured by collateral 2212 and reasonably identifying the transaction or relationship that 2213 is the subject of the request. 2214 (c)Request regarding a list of collateral means a record 2215 signed authenticated by a debtor requesting that the recipient 2216 approve or correct a list of what the debtor believes to be the 2217 collateral securing an obligation and reasonably identifying the 2218 transaction or relationship that is the subject of the request. 2219 (d)Request regarding a statement of account means a 2220 record signed authenticated by a debtor requesting that the 2221 recipient approve or correct a statement indicating what the 2222 debtor believes to be the aggregate amount of unpaid obligations 2223 secured by collateral as of a specified date and reasonably 2224 identifying the transaction or relationship that is the subject 2225 of the request. 2226 (e)Reasonably identifying the transaction or 2227 relationship means that the request provides information 2228 sufficient for the person to identify the transaction or 2229 relationship and respond to the request. Pursuant to s. 2230 679.603(1), a secured party and debtor may determine by 2231 agreement the standards for measuring fulfillment of this duty. 2232 (f)Person means a person or entity that is or was a 2233 secured party or otherwise claims or has claimed an interest in 2234 the collateral. 2235 (2)Subject to subsections (3)-(6) (3), (4), (5), and (6), 2236 a secured party, other than a buyer of accounts, chattel paper, 2237 payment intangibles, or promissory notes or a consignor, shall 2238 comply with a request within 14 days after receipt: 2239 (a)In the case of a request for an accounting, by signing 2240 authenticating and sending to the debtor an accounting; and 2241 (b)In the case of a request regarding a list of collateral 2242 or a request regarding a statement of account, by signing 2243 authenticating and sending to the debtor an approval or 2244 correction. 2245 (3)A secured party that claims a security interest in all 2246 of a particular type of collateral owned by the debtor may 2247 comply with a request regarding a list of collateral by sending 2248 to the debtor a signed an authenticated record including a 2249 statement to that effect within 14 days after receipt. 2250 (4)A person who receives a request regarding a list of 2251 collateral, claims no interest in the collateral when the 2252 request is received, and claimed an interest in the collateral 2253 at an earlier time shall comply with the request within 14 days 2254 after receipt by sending to the debtor a signed an authenticated 2255 record: 2256 (a)Disclaiming any interest in the collateral; and 2257 (b)If known to the recipient, providing the name and 2258 mailing address of any assignee of or successor to the 2259 recipients interest in the collateral. 2260 (5)A person who receives a request for an accounting or a 2261 request regarding a statement of account, claims no interest in 2262 the obligations when the request is received, and claimed an 2263 interest in the obligations at an earlier time shall comply with 2264 the request within 14 days after receipt by sending to the 2265 debtor a signed an authenticated record: 2266 (a)Disclaiming any interest in the obligations; and 2267 (b)If known to the recipient, providing the name and 2268 mailing address of any assignee of or successor to the 2269 recipients interest in the obligations. 2270 (6)A debtor is entitled under this section without charge 2271 to one response to a request for an accounting or a request 2272 regarding a statement of account for each secured obligation 2273 during any 6-month period. A debtor in a consumer transaction is 2274 entitled to a single response to a request regarding a list of 2275 collateral without charge during any 6-month period. The secured 2276 party may require payment of a charge not exceeding $25 for each 2277 additional response to a request for an accounting, a request 2278 regarding a statement of account, or a request regarding a list 2279 of collateral for a consumer transaction. To the extent provided 2280 in a signed an authenticated record, the secured party may 2281 require the payment of reasonable expenses, including attorneys 2282 fees, reasonably incurred in providing a response to a request 2283 regarding a list of collateral for a transaction other than a 2284 consumer transaction under this section; otherwise, the secured 2285 party may not charge more than $25 for each request regarding a 2286 list of collateral. Excluding a request related to a proposed 2287 satisfaction of the secured obligation, a secured party is not 2288 required to respond to more than 12 of each of the permitted 2289 requests in any 12-month period. 2290 Section 79.Section 679.3011, Florida Statutes, is amended 2291 to read: 2292 679.3011Law governing perfection and priority of security 2293 interests.Except as otherwise provided in ss. 679.1091, 2294 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the 2295 following rules determine the law governing perfection, the 2296 effect of perfection or nonperfection, and the priority of a 2297 security interest in collateral: 2298 (1)Except as otherwise provided in this section, while a 2299 debtor is located in a jurisdiction, the local law of that 2300 jurisdiction governs perfection, the effect of perfection or 2301 nonperfection, and the priority of a security interest in 2302 collateral. 2303 (2)While collateral is located in a jurisdiction, the 2304 local law of that jurisdiction governs perfection, the effect of 2305 perfection or nonperfection, and the priority of a possessory 2306 security interest in that collateral. 2307 (3)Except as otherwise provided in subsections (4) and 2308 (5), while tangible negotiable documents, goods, instruments, or 2309 tangible money, or tangible chattel paper is located in a 2310 jurisdiction, the local law of that jurisdiction governs: 2311 (a)Perfection of a security interest in the goods by 2312 filing a fixture filing; 2313 (b)Perfection of a security interest in timber to be cut; 2314 and 2315 (c)The effect of perfection or nonperfection and the 2316 priority of a nonpossessory security interest in the collateral. 2317 (4)The local law of the jurisdiction in which the wellhead 2318 or minehead is located governs perfection, the effect of 2319 perfection or nonperfection, and the priority of a security 2320 interest in as-extracted collateral. 2321 (5)The law of this state governs: 2322 (a)The perfection of a security interest in goods that are 2323 or are to become fixtures in this state by the filing of a 2324 fixture filing. 2325 (b)The effect of perfection or nonperfection and the 2326 priority of a security interest in goods that are or are to 2327 become fixtures in this state. 2328 Section 80.Subsection (1) of section 679.3041, Florida 2329 Statutes, is amended to read: 2330 679.3041Law governing perfection and priority of security 2331 interests in deposit accounts. 2332 (1)The local law of a banks jurisdiction governs 2333 perfection, the effect of perfection or nonperfection, and the 2334 priority of a security interest in a deposit account maintained 2335 with that bank even if the transaction does not bear any 2336 relation to the banks jurisdiction. 2337 Section 81.Paragraph (e) is added to subsection (1) of 2338 section 679.3051, Florida Statutes, to read: 2339 679.3051Law governing perfection and priority of security 2340 interests in investment property. 2341 (1)Except as otherwise provided in subsection (3), the 2342 following rules apply: 2343 (e)Paragraphs (b), (c), and (d) apply even if the 2344 transaction does not bear any relation to the jurisdiction. 2345 Section 82.Section 679.3062, Florida Statutes, is created 2346 to read: 2347 679.3062Law governing perfection and priority of security 2348 interests in chattel paper. 2349 (1)Except as provided in subsection (4), if chattel paper 2350 is evidenced only by an authoritative electronic copy of the 2351 chattel paper or is evidenced by an authoritative electronic 2352 copy and an authoritative tangible copy, the local law of the 2353 chattel papers jurisdiction governs perfection, the effect of 2354 perfection or nonperfection, and the priority of a security 2355 interest in the chattel paper, even if the transaction does not 2356 bear any relation to the chattel papers jurisdiction. 2357 (2)The following rules determine the chattel papers 2358 jurisdiction under this section: 2359 (a)If the authoritative electronic copy of the record 2360 evidencing chattel paper, or a record attached to or logically 2361 associated with the electronic copy and readily available for 2362 review, expressly provides that a particular jurisdiction is the 2363 chattel papers jurisdiction for purposes of s. 679.3061, this 2364 chapter, or the Uniform Commercial Code, that jurisdiction is 2365 the chattel papers jurisdiction. 2366 (b)If paragraph (a) does not apply and the rules of the 2367 system in which the authoritative electronic copy is recorded 2368 are readily available for review and expressly provide that a 2369 particular jurisdiction is the chattel papers jurisdiction for 2370 purposes of s. 679.3061, this chapter, or the Uniform Commercial 2371 Code, that jurisdiction is the chattel papers jurisdiction. 2372 (c)If paragraphs (a) and (b) do not apply and the 2373 authoritative electronic copy, or a record attached to or 2374 logically associated with the electronic copy and readily 2375 available for review, expressly provides that the chattel paper 2376 is governed by the law of a particular jurisdiction, that 2377 jurisdiction is the chattel papers jurisdiction. 2378 (d)If paragraphs (a), (b), and (c) do not apply and the 2379 rules of the system in which the authoritative electronic copy 2380 is recorded are readily available for review and expressly 2381 provide that the chattel paper or the system is governed by the 2382 law of a particular jurisdiction, that jurisdiction is the 2383 chattel papers jurisdiction. 2384 (e)If paragraphs (a)-(d) do not apply, the chattel papers 2385 jurisdiction is the jurisdiction in which the debtor is located. 2386 (3)If an authoritative tangible copy of a record evidences 2387 chattel paper and the chattel paper is not evidenced by an 2388 authoritative electronic copy, while the authoritative tangible 2389 copy of the record evidencing chattel paper is located in a 2390 jurisdiction, the local law of that jurisdiction governs: 2391 (a)Perfection of a security interest in the chattel paper 2392 by possession under s. 679.3152; and 2393 (b)The effect of perfection or nonperfection and the 2394 priority of a security interest in the chattel paper. 2395 (4)The local law of the jurisdiction in which the debtor 2396 is located governs perfection of a security interest in chattel 2397 paper by filing. 2398 Section 83.Section 679.3063, Florida Statutes, is created 2399 to read: 2400 679.3063Law governing perfection and priority of security 2401 interests in controllable accounts, controllable electronic 2402 records, and controllable payment intangibles. 2403 (1)Except as provided in subsection (2), the local law of 2404 the controllable electronic records jurisdiction specified in 2405 s. 669.107(3) and (4) governs perfection, the effect of 2406 perfection or nonperfection, and the priority of a security 2407 interest in a controllable electronic record and a security 2408 interest in a controllable account or controllable payment 2409 intangible evidenced by the controllable electronic record. 2410 (2)The local law of the jurisdiction in which the debtor 2411 is located governs: 2412 (a)Perfection of a security interest in a controllable 2413 account, controllable electronic record, or controllable payment 2414 intangible by filing; and 2415 (b)Automatic perfection of a security interest in a 2416 controllable payment intangible created by a sale of the 2417 controllable payment intangible. 2418 Section 84.Subsection (2) of section 679.3101, Florida 2419 Statutes, is amended, and subsection (1) of that section is 2420 republished, to read: 2421 679.3101When filing required to perfect security interest 2422 or agricultural lien; security interests and agricultural liens 2423 to which filing provisions do not apply. 2424 (1)Except as otherwise provided in subsection (2) and s. 2425 679.3121(2), a financing statement must be filed to perfect all 2426 security interests and agricultural liens. 2427 (2)The filing of a financing statement is not necessary to 2428 perfect a security interest: 2429 (a)That is perfected under s. 679.3081(4), (5), (6), or 2430 (7); 2431 (b)That is perfected under s. 679.3091 when it attaches; 2432 (c)In property subject to a statute, regulation, or treaty 2433 described in s. 679.3111(1); 2434 (d)In goods in possession of a bailee which is perfected 2435 under s. 679.3121(4)(a) or (b); 2436 (e)In certificated securities, documents, goods, or 2437 instruments which is perfected without filing, control, or 2438 possession under s. 679.3121(5), (6), or (7); 2439 (f)In collateral in the secured partys possession under 2440 s. 679.3131; 2441 (g)In a certificated security which is perfected by 2442 delivery of the security certificate to the secured party under 2443 s. 679.3131; 2444 (h)In controllable accounts, controllable electronic 2445 records, controllable payment intangibles, deposit accounts, 2446 electronic chattel paper, electronic documents, investment 2447 property, or letter-of-credit rights which is perfected by 2448 control under s. 679.3141(1) s. 679.3141; 2449 (i)In proceeds which is perfected under s. 679.3151; or 2450 (j)That is perfected under s. 679.3161. 2451 Section 85.Section 679.3121, Florida Statutes, is amended 2452 to read: 2453 679.3121Perfection of security interests in chattel paper, 2454 controllable accounts, controllable electronic records, 2455 controllable payment intangibles, deposit accounts, documents, 2456 goods covered by documents, instruments, investment property, 2457 letter-of-credit rights, and money; perfection by permissive 2458 filing; temporary perfection without filing or transfer of 2459 possession. 2460 (1)A security interest in chattel paper, controllable 2461 accounts, controllable electronic records, controllable payment 2462 intangibles negotiable documents, instruments, or investment 2463 property, or negotiable documents may be perfected by filing. 2464 (2)Except as otherwise provided in s. 679.3151(3) and (4) 2465 for proceeds: 2466 (a)A security interest in a deposit account may be 2467 perfected only by control under s. 679.3141. 2468 (b)And except as otherwise provided in s. 679.3081(4), a 2469 security interest in a letter-of-credit right may be perfected 2470 only by control under s. 679.3141. 2471 (c)A security interest in tangible money may be perfected 2472 only by the secured partys taking possession under s. 679.3131. 2473 (d)A security interest in electronic money may be 2474 perfected only by control under s. 679.3141. 2475 (3)While goods are in the possession of a bailee that has 2476 issued a negotiable document covering the goods: 2477 (a)A security interest in the goods may be perfected by 2478 perfecting a security interest in the document; and 2479 (b)A security interest perfected in the document has 2480 priority over any security interest that becomes perfected in 2481 the goods by another method during that time. 2482 (4)While goods are in the possession of a bailee that has 2483 issued a nonnegotiable document covering the goods, a security 2484 interest in the goods may be perfected by: 2485 (a)Issuance of a document in the name of the secured 2486 party; 2487 (b)The bailees receipt of notification of the secured 2488 partys interest; or 2489 (c)Filing as to the goods. 2490 (5)A security interest in certificated securities, 2491 negotiable documents, or instruments is perfected without filing 2492 or the taking of possession or control for a period of 20 days 2493 from the time it attaches to the extent that it arises for new 2494 value given under a signed an authenticated security agreement. 2495 (6)A perfected security interest in a negotiable document 2496 or goods in possession of a bailee, other than one that has 2497 issued a negotiable document for the goods, remains perfected 2498 for 20 days without filing if the secured party makes available 2499 to the debtor the goods or documents representing the goods for 2500 the purpose of: 2501 (a)Ultimate sale or exchange; or 2502 (b)Loading, unloading, storing, shipping, transshipping, 2503 manufacturing, processing, or otherwise dealing with them in a 2504 manner preliminary to their sale or exchange. 2505 (7)A perfected security interest in a certificated 2506 security or instrument remains perfected for 20 days without 2507 filing if the secured party delivers the security certificate or 2508 instrument to the debtor for the purpose of: 2509 (a)Ultimate sale or exchange; or 2510 (b)Presentation, collection, enforcement, renewal, or 2511 registration of transfer. 2512 (8)After the 20-day period specified in subsection (5), 2513 subsection (6), or subsection (7) expires, perfection depends 2514 upon compliance with this chapter. 2515 Section 86.Subsections (1), (3), and (4) of section 2516 679.3131, Florida Statutes, are amended to read: 2517 679.3131When possession by or delivery to secured party 2518 perfects security interest without filing. 2519 (1)Except as otherwise provided in subsection (2), a 2520 secured party may perfect a security interest in tangible 2521 negotiable documents, goods, instruments, negotiable tangible 2522 documents, or tangible money, or tangible chattel paper by 2523 taking possession of the collateral. A secured party may perfect 2524 a security interest in certificated securities by taking 2525 delivery of the certificated securities under s. 678.3011. 2526 (3)With respect to collateral other than certificated 2527 securities and goods covered by a document, a secured party 2528 takes possession of collateral in the possession of a person 2529 other than the debtor, the secured party, or a lessee of the 2530 collateral from the debtor in the ordinary course of the 2531 debtors business, when: 2532 (a)The person in possession signs authenticates a record 2533 acknowledging that it holds possession of the collateral for the 2534 secured partys benefit; or 2535 (b)The person takes possession of the collateral after 2536 having signed authenticated a record acknowledging that the 2537 person will hold possession of the collateral for the secured 2538 partys benefit. 2539 (4)If perfection of a security interest depends upon 2540 possession of the collateral by a secured party, perfection 2541 occurs not no earlier than the time the secured party takes 2542 possession and continues only while the secured party retains 2543 possession. 2544 Section 87.Section 679.3141, Florida Statutes, is amended 2545 to read: 2546 679.3141Perfection by control. 2547 (1)A security interest in controllable accounts, 2548 controllable electronic records, controllable payment 2549 intangibles, deposit accounts, electronic documents, electronic 2550 money, investment property, or letter-of-credit rights 2551 investment property, deposit accounts, letter-of-credit rights, 2552 electronic chattel paper, or electronic documents may be 2553 perfected by control of the collateral under s. 677.106, s. 2554 679.1041, s. 679.1052, s. 679.1053 s. 679.1051, s. 679.1061, or 2555 s. 679.1071. 2556 (2)A security interest in controllable accounts, 2557 controllable electronic records, controllable payment 2558 intangibles, deposit accounts, electronic documents, electronic 2559 money, or letter-of-credit rights deposit accounts, electronic 2560 chattel paper, letter-of-credit rights, or electronic documents 2561 is perfected by control under s. 677.106, s. 679.1041, s. 2562 679.1052, s. 679.1053 s. 679.1051, or s. 679.1071 not earlier 2563 than the time when the secured party obtains control and remains 2564 perfected by control only while the secured party retains 2565 control. 2566 (3)A security interest in investment property is perfected 2567 by control under s. 679.1061 not earlier than from the time the 2568 secured party obtains control and remains perfected by control 2569 until: 2570 (a)The secured party does not have control; and 2571 (b)One of the following occurs: 2572 1.If the collateral is a certificated security, the debtor 2573 has or acquires possession of the security certificate; 2574 2.If the collateral is an uncertificated security, the 2575 issuer has registered or registers the debtor as the registered 2576 owner; or 2577 3.If the collateral is a security entitlement, the debtor 2578 is or becomes the entitlement holder. 2579 Section 88.Section 679.3152, Florida Statutes, is created 2580 to read: 2581 679.3152Perfection by possession and control of chattel 2582 paper. 2583 (1)A secured party may perfect a security interest in 2584 chattel paper by taking possession of each authoritative 2585 tangible copy of the record evidencing the chattel paper and 2586 obtaining control of each authoritative electronic copy of the 2587 electronic record evidencing the chattel paper. 2588 (2)A security interest is perfected under subsection (1) 2589 not earlier than the time the secured party takes possession and 2590 obtains control and remains perfected under subsection (1) only 2591 while the secured party retains possession and control. 2592 (3)Section 679.3131(3) and (5)-(8) applies to perfection 2593 by possession of an authoritative tangible copy of a record 2594 evidencing chattel paper. 2595 Section 89.Subsections (1) and (6) of section 679.3161, 2596 Florida Statutes, are amended to read: 2597 679.3161Continued perfection of security interest 2598 following change in governing law. 2599 (1)A security interest perfected pursuant to the law of 2600 the jurisdiction designated in s. 679.3011(1), or s. 2601 679.3051(3), s. 679.3062(4), or s. 679.3063(2) remains perfected 2602 until the earliest of: 2603 (a)The time perfection would have ceased under the law of 2604 that jurisdiction; 2605 (b)The expiration of 4 months after a change of the 2606 debtors location to another jurisdiction; or 2607 (c)The expiration of 1 year after a transfer of collateral 2608 to a person who thereby becomes a debtor and is located in 2609 another jurisdiction. 2610 (6)A security interest in chattel paper, controllable 2611 accounts, controllable electronic records, controllable payment 2612 intangibles, deposit accounts, letter-of-credit rights, or 2613 investment property which is perfected under the law of the 2614 chattel papers jurisdiction, the controllable electronic 2615 records jurisdiction, the banks jurisdiction, the issuers 2616 jurisdiction, a nominated persons jurisdiction, the securities 2617 intermediarys jurisdiction, or the commodity intermediarys 2618 jurisdiction, as applicable, remains perfected until the earlier 2619 of: 2620 (a)The time the security interest would have become 2621 unperfected under the law of that jurisdiction; or 2622 (b)The expiration of 4 months after a change of the 2623 applicable jurisdiction to another jurisdiction. 2624 Section 90.Subsections (2) and (4) of section 679.3171, 2625 Florida Statutes, are amended, subsections (8) through (11) are 2626 added to that section, and subsection (1) of that section is 2627 republished, to read: 2628 679.3171Interests that take priority over or take free of 2629 security interest or agricultural lien. 2630 (1)A security interest or agricultural lien is subordinate 2631 to the rights of: 2632 (a)A person entitled to priority under s. 679.322; and 2633 (b)Except as otherwise provided in subsection (5), a 2634 person who becomes a lien creditor before the earlier of the 2635 time: 2636 1.The security interest or agricultural lien is perfected; 2637 or 2638 2.One of the conditions specified in s. 679.2031(2)(c) is 2639 met and a financing statement covering the collateral is filed. 2640 (2)Except as otherwise provided in subsection (5), a 2641 buyer, other than a secured party, of tangible chattel paper, 2642 tangible documents, goods, instruments, tangible documents, or a 2643 certificated security takes free of a security interest or 2644 agricultural lien if the buyer gives value and receives delivery 2645 of the collateral without knowledge of the security interest or 2646 agricultural lien and before it is perfected. 2647 (4)Subject to subsections (6), (7), and (8), a licensee of 2648 a general intangible or a buyer, other than a secured party, of 2649 collateral other than electronic money tangible chattel paper, 2650 tangible documents, goods, instruments, tangible documents, or a 2651 certificated security takes free of a security interest if the 2652 licensee or buyer gives value without knowledge of the security 2653 interest and before it is perfected. 2654 (8)A buyer, other than a secured party, of chattel paper 2655 takes free of a security interest if, without knowledge of the 2656 security interest and before it is perfected, the buyer gives 2657 value and: 2658 (a)Receives delivery of each authoritative tangible copy 2659 of the record evidencing the chattel paper; and 2660 (b)If each authoritative electronic copy of the record 2661 evidencing the chattel paper can be subjected to control under 2662 s. 679.1052, obtains control of each authoritative electronic 2663 copy. 2664 (9)A buyer of an electronic document takes free of a 2665 security interest if, without knowledge of the security interest 2666 and before it is perfected, the buyer gives value and, if each 2667 authoritative electronic copy of the document can be subjected 2668 to control under s. 677.106, obtains control of each 2669 authoritative electronic copy. 2670 (10)A buyer of a controllable electronic record takes free 2671 of a security interest if, without knowledge of the security 2672 interest and before it is perfected, the buyer gives value and 2673 obtains control of the controllable electronic record. 2674 (11)A buyer, other than a secured party, of a controllable 2675 account or a controllable payment intangible takes free of a 2676 security interest if, without knowledge of the security interest 2677 and before it is perfected, the buyer gives value and obtains 2678 control of the controllable account or controllable payment 2679 intangible. 2680 Section 91.Subsections (4) and (6) of section 679.323, 2681 Florida Statutes, are amended, and subsection (1) of that 2682 section is republished, to read: 2683 679.323Future advances. 2684 (1)Except as otherwise provided in subsection (3), for 2685 purposes of determining the priority of a perfected security 2686 interest under s. 679.322(1)(a), perfection of the security 2687 interest dates from the time an advance is made to the extent 2688 that the security interest secures an advance that: 2689 (a)Is made while the security interest is perfected only: 2690 1.Under s. 679.3091 when it attaches; or 2691 2.Temporarily under s. 679.3121(5), (6), or (7); and 2692 (b)Is not made pursuant to a commitment entered into 2693 before or while the security interest is perfected by a method 2694 other than under s. 679.3091 or s. 679.3121(5), (6), or (7). 2695 (4)Except as otherwise provided in subsection (5), a buyer 2696 of goods other than a buyer in ordinary course of business takes 2697 free of a security interest to the extent that it secures 2698 advances made after the earlier of: 2699 (a)The time the secured party acquires knowledge of the 2700 buyers purchase; or 2701 (b)Forty-five days after the purchase. 2702 (6)Except as otherwise provided in subsection (7), a 2703 lessee of goods, other than a lessee in ordinary course of 2704 business, takes the leasehold interest free of a security 2705 interest to the extent that it secures advances made after the 2706 earlier of: 2707 (a)The time the secured party acquires knowledge of the 2708 lease; or 2709 (b)Forty-five days after the lease contract becomes 2710 enforceable. 2711 Section 92.Subsections (2) and (4) of section 679.324, 2712 Florida Statutes, are amended to read: 2713 679.324Priority of purchase-money security interests. 2714 (2)Subject to subsection (3) and except as otherwise 2715 provided in subsection (7), a perfected purchase-money security 2716 interest in inventory has priority over a conflicting security 2717 interest in the same inventory, has priority over a conflicting 2718 security interest in chattel paper or an instrument constituting 2719 proceeds of the inventory and in proceeds of the chattel paper, 2720 if so provided in s. 679.330, and, except as otherwise provided 2721 in s. 679.327, also has priority in identifiable cash proceeds 2722 of the inventory to the extent the identifiable cash proceeds 2723 are received on or before the delivery of the inventory to a 2724 buyer, if: 2725 (a)The purchase-money security interest is perfected when 2726 the debtor receives possession of the inventory; 2727 (b)The purchase-money secured party sends a signed an 2728 authenticated notification to the holder of the conflicting 2729 security interest; 2730 (c)The holder of the conflicting security interest 2731 receives the notification within 5 years before the debtor 2732 receives possession of the inventory; and 2733 (d)The notification states that the person sending the 2734 notification has or expects to acquire a purchase-money security 2735 interest in inventory of the debtor and describes the inventory. 2736 (4)Subject to subsection (5) and except as otherwise 2737 provided in subsection (7), a perfected purchase-money security 2738 interest in livestock that are farm products has priority over a 2739 conflicting security interest in the same livestock, and, except 2740 as otherwise provided in s. 679.327, a perfected security 2741 interest in their identifiable proceeds and identifiable 2742 products in their unmanufactured states also has priority, if: 2743 (a)The purchase-money security interest is perfected when 2744 the debtor receives possession of the livestock; 2745 (b)The purchase-money secured party sends a signed an 2746 authenticated notification to the holder of the conflicting 2747 security interest; 2748 (c)The holder of the conflicting security interest 2749 receives the notification within 6 months before the debtor 2750 receives possession of the livestock; and 2751 (d)The notification states that the person sending the 2752 notification has or expects to acquire a purchase-money security 2753 interest in livestock of the debtor and describes the livestock. 2754 Section 93.Section 679.3251, Florida Statutes, is created 2755 to read: 2756 679.3251Priority of security interest in controllable 2757 account, controllable electronic record, and controllable 2758 payment intangible.A security interest in a controllable 2759 account, controllable electronic record, or controllable payment 2760 intangible held by a secured party having control of the 2761 account, electronic record, or payment intangible has priority 2762 over a conflicting security interest held by a secured party 2763 that does not have control. 2764 Section 94.Subsections (1), (2), and (6) of section 2765 679.330, Florida Statutes, are amended, and subsection (4) of 2766 that section is republished, to read: 2767 679.330Priority of purchaser of chattel paper or 2768 instrument. 2769 (1)A purchaser of chattel paper has priority over a 2770 security interest in the chattel paper which is claimed merely 2771 as proceeds of inventory subject to a security interest if: 2772 (a)In good faith and in the ordinary course of the 2773 purchasers business, the purchaser gives new value, and takes 2774 possession of each authoritative tangible copy of the record 2775 evidencing the chattel paper, and or obtains control under s. 2776 679.1051 of each authoritative electronic copy of the record 2777 evidencing chattel paper under s. 679.1051; and 2778 (b)The authoritative copies of the record evidencing the 2779 chattel paper do does not indicate that the chattel paper it has 2780 been assigned to an identified assignee other than the 2781 purchaser. 2782 (2)A purchaser of chattel paper has priority over a 2783 security interest in the chattel paper which is claimed other 2784 than merely as proceeds of inventory subject to a security 2785 interest if the purchaser gives new value, and takes possession 2786 of each authoritative copy of the record evidencing the chattel 2787 paper, and or obtains control under s. 679.1051 of each 2788 authoritative electronic copy of the record evidencing the 2789 chattel paper under s. 679.1051 in good faith, in the ordinary 2790 course of the purchasers business, and without knowledge that 2791 the purchase violates the rights of the secured party. 2792 (4)Except as otherwise provided in s. 679.331(1), a 2793 purchaser of an instrument has priority over a security interest 2794 in the instrument perfected by a method other than possession if 2795 the purchaser gives value and takes possession of the instrument 2796 in good faith and without knowledge that the purchase violates 2797 the rights of the secured party. 2798 (6)For purposes of subsections (2) and (4), if the 2799 authoritative copies of the record evidencing chattel paper or 2800 an instrument indicate indicates that the chattel paper or 2801 instrument it has been assigned to an identified secured party 2802 other than the purchaser, a purchaser of the chattel paper or 2803 instrument has knowledge that the purchase violates the rights 2804 of the secured party. 2805 Section 95.Section 679.331, Florida Statutes, is amended 2806 to read: 2807 679.331Priority of rights of purchasers of controllable 2808 accounts, controllable electronic records, controllable payment 2809 intangibles instruments, documents, instruments, and securities 2810 under other articles; priority of interests in financial assets 2811 and security entitlements and protection against assertion of 2812 claim under chapters 669 and chapter 678. 2813 (1)This chapter does not limit the rights of a holder in 2814 due course of a negotiable instrument, a holder to which a 2815 negotiable document of title has been duly negotiated, or a 2816 protected purchaser of a security, or a qualifying purchase of a 2817 controllable account, controllable electronic record, or 2818 controllable payment intangible. These holders or purchasers 2819 take priority over an earlier security interest, even if 2820 perfected, to the extent provided in chapters 669, 673, 677, and 2821 678. 2822 (2)This chapter does not limit the rights of or impose 2823 liability on a person to the extent that the person is protected 2824 against the assertion of an adverse claim under chapter 669 or 2825 chapter 678. 2826 (3)Filing under this chapter does not constitute notice of 2827 a claim or defense to the holders, purchasers, or persons 2828 described in subsections (1) and (2). 2829 Section 96.Section 679.332, Florida Statutes, is amended 2830 to read: 2831 679.332Transfer of money; transfer of funds from deposit 2832 account; transfer of electronic money. 2833 (1)A transferee of tangible money takes the money free of 2834 a security interest if the transferee receives possession of the 2835 money without acting unless the transferee acts in collusion 2836 with the debtor in violating the rights of the secured party. 2837 (2)A transferee of funds from a deposit account takes the 2838 funds free of a security interest in the deposit account if the 2839 transferee receives the funds without acting unless the 2840 transferee acts in collusion with the debtor in violating the 2841 rights of the secured party. 2842 (3)A transferee of electronic money takes the money free 2843 of a security interest if the transferee obtains control of the 2844 money without acting in collusion with the debtor in violating 2845 the rights of the secured party. 2846 Section 97.Section 679.341, Florida Statutes, is amended 2847 to read: 2848 679.341Banks rights and duties with respect to deposit 2849 account.Except as otherwise provided in s. 679.340(3), and 2850 unless the bank otherwise agrees in a signed an authenticated 2851 record, a banks rights and duties with respect to a deposit 2852 account maintained with the bank are not terminated, suspended, 2853 or modified by: 2854 (1)The creation, attachment, or perfection of a security 2855 interest in the deposit account; 2856 (2)The banks knowledge of the security interest; or 2857 (3)The banks receipt of instructions from the secured 2858 party. 2859 Section 98.Subsection (1) of section 679.4041, Florida 2860 Statutes, is amended to read: 2861 679.4041Rights acquired by assignee; claims and defenses 2862 against assignee. 2863 (1)Unless an account debtor has made an enforceable 2864 agreement not to assert defenses or claims, and subject to 2865 subsections (2)-(5) (2) through (5), the rights of an assignee 2866 are subject to: 2867 (a)All terms of the agreement between the account debtor 2868 and assignor and any defense or claim in recoupment arising from 2869 the transaction that gave rise to the contract; and 2870 (b)Any other defense or claim of the account debtor 2871 against the assignor which accrues before the account debtor 2872 receives a notification of the assignment signed authenticated 2873 by the assignor or the assignee. 2874 Section 99.Subsections (1) through (4) and (7) of section 2875 679.4061, Florida Statutes, are amended, and subsection (13) is 2876 added to that section, to read: 2877 679.4061Discharge of account debtor; notification of 2878 assignment; identification and proof of assignment; restrictions 2879 on assignment of accounts, chattel paper, payment intangibles, 2880 and promissory notes ineffective. 2881 (1)Subject to subsections (2)-(9) (2) through (9) and 2882 (13), an account debtor on an account, chattel paper, or a 2883 payment intangible may discharge its obligation by paying the 2884 assignor until, but not after, the account debtor receives a 2885 notification, signed authenticated by the assignor or the 2886 assignee, that the amount due or to become due has been assigned 2887 and that payment is to be made to the assignee. After receipt of 2888 the notification, the account debtor may discharge its 2889 obligation by paying the assignee and may not discharge the 2890 obligation by paying the assignor. 2891 (2)Subject to subsections (8) and (13) subsection (8), 2892 notification is ineffective under subsection (1): 2893 (a)If it does not reasonably identify the rights assigned; 2894 (b)To the extent that an agreement between an account 2895 debtor and a seller of a payment intangible limits the account 2896 debtors duty to pay a person other than the seller and the 2897 limitation is effective under law other than this chapter; or 2898 (c)At the option of an account debtor, if the notification 2899 notifies the account debtor to make less than the full amount of 2900 any installment or other periodic payment to the assignee, even 2901 if: 2902 1.Only a portion of the account, chattel paper, or payment 2903 intangible has been assigned to that assignee; 2904 2.A portion has been assigned to another assignee; or 2905 3.The account debtor knows that the assignment to that 2906 assignee is limited. 2907 (3)Subject to subsections (8) and (13) subsection (8), if 2908 requested by the account debtor, an assignee shall seasonably 2909 furnish reasonable proof that the assignment has been made. 2910 Unless the assignee complies, the account debtor may discharge 2911 its obligation by paying the assignor, even if the account 2912 debtor has received a notification under subsection (1). 2913 (4)For the purposes of this subsection, the term 2914 promissory note includes a negotiable instrument that 2915 evidences chattel paper. Except as otherwise provided in 2916 subsections (5) and (12) and ss. 680.303 and 679.4071, and 2917 subject to subsection (8), a term in an agreement between an 2918 account debtor and an assignor or in a promissory note is 2919 ineffective to the extent that it: 2920 (a)Prohibits, restricts, or requires the consent of the 2921 account debtor or person obligated on the promissory note to the 2922 assignment or transfer of, or the creation, attachment, 2923 perfection, or enforcement of a security interest in, the 2924 account, chattel paper, payment intangible, or promissory note; 2925 or 2926 (b)Provides that the assignment or transfer or the 2927 creation, attachment, perfection, or enforcement of the security 2928 interest may give rise to a default, breach, right of 2929 recoupment, claim, defense, termination, right of termination, 2930 or remedy under the account, chattel paper, payment intangible, 2931 or promissory note. 2932 (7)Subject to subsections (8) and (13) subsection (8), an 2933 account debtor may not waive or vary its option under paragraph 2934 (2)(c). 2935 (13)Subsections (1), (2), (3), and (7) do not apply to a 2936 controllable account or controllable payment intangible. 2937 Section 100.Subsection (9) is added to section 679.4081, 2938 Florida Statutes, to read: 2939 679.4081Restrictions on assignment of promissory notes, 2940 health-care-insurance receivables, and certain general 2941 intangibles ineffective. 2942 (9)For the purposes of this section, the term promissory 2943 note includes a negotiable instrument that evidences chattel 2944 paper. 2945 Section 101.Subsections (1) and (2) of section 679.509, 2946 Florida Statutes, are amended to read: 2947 679.509Persons entitled to file a record. 2948 (1)A person may file an initial financing statement, 2949 amendment that adds collateral covered by a financing statement, 2950 or amendment that adds a debtor to a financing statement only 2951 if: 2952 (a)The debtor authorizes the filing in a signed an 2953 authenticated record or pursuant to subsection (2) or subsection 2954 (3); or 2955 (b)The person holds an agricultural lien that has become 2956 effective at the time of filing and the financing statement 2957 covers only collateral in which the person holds an agricultural 2958 lien. 2959 (2)By signing authenticating or becoming bound as a debtor 2960 by a security agreement, a debtor or new debtor authorizes the 2961 filing of an initial financing statement, and an amendment, 2962 covering: 2963 (a)The collateral described in the security agreement; and 2964 (b)Property that becomes collateral under s. 2965 679.3151(1)(b), whether or not the security agreement expressly 2966 covers proceeds. 2967 Section 102.Subsections (2) and (3) of section 679.513, 2968 Florida Statutes, are amended to read: 2969 679.513Termination statement. 2970 (2)To comply with subsection (1), a secured party shall 2971 cause the secured party of record to file the termination 2972 statement: 2973 (a)Within 1 month after there is no obligation secured by 2974 the collateral covered by the financing statement and no 2975 commitment to make an advance, incur an obligation, or otherwise 2976 give value; or 2977 (b)If earlier, within 20 days after the secured party 2978 receives a signed an authenticated demand from a debtor. 2979 (3)In cases not governed by subsection (1), within 20 days 2980 after a secured party receives a signed an authenticated demand 2981 from a debtor, the secured party shall cause the secured party 2982 of record for a financing statement to send to the debtor a 2983 termination statement for the financing statement or file the 2984 termination statement in the filing office if: 2985 (a)Except in the case of a financing statement covering 2986 accounts or chattel paper that has been sold or goods that are 2987 the subject of a consignment, there is no obligation secured by 2988 the collateral covered by the financing statement and no 2989 commitment to make an advance, incur an obligation, or otherwise 2990 give value; 2991 (b)The financing statement covers accounts or chattel 2992 paper that has been sold but as to which the account debtor or 2993 other person obligated has discharged its obligation; 2994 (c)The financing statement covers goods that were the 2995 subject of a consignment to the debtor but are not in the 2996 debtors possession; or 2997 (d)The debtor did not authorize the filing of the initial 2998 financing statement. 2999 Section 103.Subsection (2) of section 679.601, Florida 3000 Statutes, is amended, and subsection (4) of that section is 3001 republished, to read: 3002 679.601Rights after default; judicial enforcement; 3003 consignor or buyer of accounts, chattel paper, payment 3004 intangibles, or promissory notes. 3005 (2)A secured party in possession of collateral or control 3006 of collateral under s. 679.1041, s. 679.1051, s. 679.1052, s. 3007 679.1053, s. 679.1061, or s. 679.1071 has the rights and duties 3008 provided in s. 679.2071. 3009 (4)Except as otherwise provided in subsection (7) and s. 3010 679.605, after default, a debtor and an obligor have the rights 3011 provided in this part and by agreement of the parties. 3012 Section 104.Subsection (4) of section 679.604, Florida 3013 Statutes, is amended to read: 3014 679.604Procedure if security agreement covers real 3015 property or fixtures. 3016 (4)A secured party that removes collateral shall promptly 3017 reimburse any encumbrancer or owner of the real property, other 3018 than the debtor, for the cost of repair of any physical injury 3019 caused by the removal. The secured party need not reimburse the 3020 encumbrancer or owner for any diminution in value of the real 3021 property caused by the absence of the goods removed or by any 3022 necessity of replacing them. A person entitled to reimbursement 3023 may refuse permission to remove until the secured party gives 3024 adequate assurance for the performance of the obligation to 3025 reimburse. This subsection does not prohibit a secured party and 3026 the person entitled to reimbursement from entering into a signed 3027 an authenticated record providing for the removal of fixtures 3028 and reimbursement for any damage caused thereby. 3029 Section 105.Section 679.605, Florida Statutes, is amended 3030 to read: 3031 679.605Unknown debtor or secondary obligor. 3032 (1)Except as provided in subsection (2), a secured party 3033 does not owe a duty based on its status as secured party: 3034 (a)(1)To a person who is a debtor or obligor, unless the 3035 secured party knows: 3036 1.(a)That the person is a debtor or obligor; 3037 2.(b)The identity of the person; and 3038 3.(c)How to communicate with the person; or 3039 (b)(2)To a secured party or lienholder that has filed a 3040 financing statement against a person, unless the secured party 3041 knows: 3042 1.(a)That the person is a debtor; and 3043 2.(b)The identity of the person. 3044 (2)A secured party owes a duty based on its status as a 3045 secured party to a person if, at the time the secured party 3046 obtains control of collateral that is a controllable account, 3047 controllable electronic record, or controllable payment 3048 intangible or at the time the security interest attaches to the 3049 collateral, whichever is later: 3050 (a)The person is a debtor or obligor; and 3051 (b)The secured party knows that the information relating 3052 to the person in subparagraph (1)(a)1., subparagraph (1)(a)2., 3053 or subparagraph (1)(a)3. is not provided by the collateral, a 3054 record attached to or logically associated with the collateral, 3055 or the system in which the collateral is recorded. 3056 Section 106.Paragraph (a) of subsection (1) and subsection 3057 (3) of section 679.608, Florida Statutes, are amended to read: 3058 679.608Application of proceeds of collection or 3059 enforcement; liability for deficiency and right to surplus. 3060 (1)If a security interest or agricultural lien secures 3061 payment or performance of an obligation, the following rules 3062 apply: 3063 (a)A secured party shall apply or pay over for application 3064 the cash proceeds of collection or enforcement under s. 679.607 3065 in the following order to: 3066 1.The reasonable expenses of collection and enforcement 3067 and, to the extent provided for by agreement and not prohibited 3068 by law, reasonable attorneys fees and legal expenses incurred 3069 by the secured party; 3070 2.The satisfaction of obligations secured by the security 3071 interest or agricultural lien under which the collection or 3072 enforcement is made; and 3073 3.The satisfaction of obligations secured by any 3074 subordinate security interest in or other lien on the collateral 3075 subject to the security interest or agricultural lien under 3076 which the collection or enforcement is made if the secured party 3077 receives a signed an authenticated demand for proceeds before 3078 distribution of the proceeds is completed. 3079 (3)If the secured party in good faith cannot determine the 3080 validity, extent, or priority of a subordinate security interest 3081 or other lien or there are conflicting claims of subordinate 3082 interests or liens, the secured party may commence an 3083 interpleader action with respect to remaining proceeds in excess 3084 of $2,500 in the circuit or county court, as applicable based 3085 upon the amount to be deposited, where the collateral was 3086 located or collected or in the county where the debtor has its 3087 chief executive office or principal residence in this state, as 3088 applicable. If authorized in a signed an authenticated record, 3089 the interpleading secured party is entitled to be paid from the 3090 remaining proceeds the actual costs of the filing fee and an 3091 attorney attorneys fee in the amount of $250 incurred in 3092 connection with filing the interpleader action and obtaining an 3093 order approving the interpleader of funds. The debtor in a 3094 consumer transaction may not be assessed for the reasonable 3095 attorney attorneys fees and costs incurred in the interpleader 3096 action by the holders of subordinate security interests or other 3097 liens based upon disputes among said holders, and a debtor in a 3098 transaction other than a consumer transaction may only recover 3099 such fees and costs to the extent provided for in a signed an 3100 authenticated record. If authorized in a signed an authenticated 3101 record, the court in the interpleader action may award 3102 reasonable attorney attorneys fees and costs to the prevailing 3103 party in a dispute between the debtor and a holder of a security 3104 interest or lien which claims an interest in the remaining 3105 interplead proceeds, but only if the debtor challenges the 3106 validity, priority, or extent of said security interest or lien. 3107 Except as provided in this subsection, a debtor may not be 3108 assessed reasonable attorney attorneys fees and costs incurred 3109 by any party in an interpleader action commenced under this 3110 section. 3111 Section 107.Subsections (1), (2), (3), (5), and (6) of 3112 section 679.611, Florida Statutes, are amended to read: 3113 679.611Notification before disposition of collateral. 3114 (1)In this section, the term notification date means the 3115 earlier of the date on which: 3116 (a)A secured party sends to the debtor and any secondary 3117 obligor a signed an authenticated notification of disposition; 3118 or 3119 (b)The debtor and any secondary obligor waive the right to 3120 notification. 3121 (2)Except as otherwise provided in subsection (4), a 3122 secured party that disposes of collateral under s. 679.610 shall 3123 send to the persons specified in subsection (3) a reasonable 3124 signed authenticated notification of disposition. 3125 (3)To comply with subsection (2), the secured party shall 3126 send a signed an authenticated notification of disposition to: 3127 (a)The debtor; 3128 (b)Any secondary obligor; and 3129 (c)If the collateral is other than consumer goods: 3130 1.Any other person from whom the secured party has 3131 received, before the notification date, a signed an 3132 authenticated notification of a claim of an interest in the 3133 collateral; 3134 2.Any other secured party or lienholder that, 10 days 3135 before the notification date, held a security interest in or 3136 other lien on the collateral perfected by the filing of a 3137 financing statement that: 3138 a.Identified the collateral; 3139 b.Was indexed under the debtors name as of that date; and 3140 c.Was filed in the office in which to file a financing 3141 statement against the debtor covering the collateral as of that 3142 date; and 3143 3.Any other secured party that, 10 days before the 3144 notification date, held a security interest in the collateral 3145 perfected by compliance with a statute, regulation, or treaty 3146 described in s. 679.3111(1). 3147 (5)A secured party complies with the requirement for 3148 notification prescribed by subparagraph (3)(c)2. if: 3149 (a)Not later than 20 days or earlier than 30 days before 3150 the notification date, the secured party requests, in a 3151 commercially reasonable manner, information concerning financing 3152 statements indexed under the debtors name in the office 3153 indicated in subparagraph (3)(c)2.; and 3154 (b)Before the notification date, the secured party: 3155 1.Did not receive a response to the request for 3156 information; or 3157 2.Received a response to the request for information and 3158 sent a signed an authenticated notification of disposition to 3159 each secured party or other lienholder named in that response 3160 whose financing statement covered the collateral. 3161 (6)For purposes of subsection (3), the secured party may 3162 send the signed authenticated notification as follows: 3163 (a)If the collateral is other than consumer goods, to the 3164 debtor at the address in the financing statement, unless the 3165 secured party has received a signed an authenticated record from 3166 the debtor notifying the secured party of a different address 3167 for such notification purposes or the secured party has actual 3168 knowledge of the address of the debtors chief executive office 3169 or principal residence, as applicable, at the time the 3170 notification is sent; 3171 (b)If the collateral is other than consumer goods, to any 3172 secondary obligor at the address, if any, in the signed 3173 authenticated agreement, unless the secured party has received a 3174 signed an authenticated record from the secondary obligor 3175 notifying the secured party of a different address for such 3176 notification purposes or the secured party has actual knowledge 3177 of the address of the secondary obligors chief executive office 3178 or principal residence, as applicable, at the time the 3179 notification is sent; and 3180 (c)If the collateral is other than consumer goods: 3181 1.To the person described in subparagraph (3)(c)1., at the 3182 address stated in the notification; 3183 2.To the person described in subparagraph (3)(c)2., at the 3184 address stated in the financing statement; 3185 3.To the person described in subparagraph (3)(c)3., at the 3186 address stated in the official records of the recording or 3187 registration agency. 3188 Section 108.Subsection (5) of section 679.613, Florida 3189 Statutes, is amended to read: 3190 679.613Contents and form of notification before 3191 disposition of collateral; general.Except in a consumer-goods 3192 transaction, the following rules apply: 3193 (5)(a)The following form of notification and the form 3194 appearing in s. 679.614(3)(a) s. 679.614(3), when completed in 3195 accordance with the instructions in paragraph (b), each provides 3196 sufficient information: 3197 3198 NOTIFICATION OF DISPOSITION 3199 OF COLLATERAL 3200 3201 To:...(Name of debtor, obligor, or other person to which the 3202 notification is sent)... 3203 From:...(Name, address, and telephone number of secured 3204 party)... 3205 Item 1. Name of any debtor that is not an addressee 3206 Debtor(s):...(Name of each debtor Include only if debtor(s) are 3207 not an addressee)... 3208 [For a public disposition:] 3209 Item 2. We will sell [or lease or license, as applicable] 3210 the ...(describe collateral)...to the highest qualified bidder 3211 at public sale. A sale could include a lease or a license. The 3212 sale will be held in public as follows: 3213 Day and Date: 3214 Time: 3215 Place: 3216 [For a private disposition:] 3217 Item 3. We will sell [or lease or license, as applicable] 3218 the ...(describe collateral)... at a private sale privately 3219 sometime after ...(day and date).... A sale could include a 3220 lease or a license. 3221 Item 4. You are entitled to an accounting of the unpaid 3222 indebtedness secured by the property that we intend to sell or, 3223 as applicable, [or lease or license. 3224 Item 5. If you request an accounting, you must pay, as 3225 applicable] for a charge of $..... 3226 Item 6. You may request an accounting by calling us at 3227 ...(telephone number).... 3228 (b)The following instructions apply to the form set forth 3229 in paragraph (a): 3230 1.Do not include the item numbers in the notification, as 3231 they are used only for the purpose of clarification. 3232 2.Include and complete Item 1 only if there is a debtor 3233 that is not an addressee of the notification and list the name 3234 or names. 3235 3.Include and complete either Item 2, if the notification 3236 relates to a public disposition of the collateral, or Item 3, if 3237 the notification relates to a private disposition of the 3238 collateral. If Item 2 is completed, include the words to the 3239 highest qualified bidder only if applicable. 3240 4.Include and complete Items 4 and 6. 3241 5.Include and complete Item 5 only if the sender will 3242 charge the recipient for an accounting. 3243 Section 109.Subsection (3) of section 679.614, Florida 3244 Statutes, is amended to read: 3245 679.614Contents and form of notification before 3246 disposition of collateral; consumer-goods transaction.In a 3247 consumer-goods transaction, the following rules apply: 3248 (3)(a)The following form of notification, when completed 3249 in accordance with the instructions set forth in paragraph (b), 3250 provides sufficient information: 3251 3252 ...(Name and address of secured party)... 3253 ...(Date)... 3254 3255 NOTICE OF OUR PLAN TO SELL PROPERTY 3256 3257 ...(Name and address of any obligor who is also a debtor)... 3258 Subject:...(Identify Identification of Transaction)... 3259 We have your ...(describe collateral)..., because you broke 3260 promises in our agreement. 3261 [For a public disposition:] 3262 Item 1. We will sell ...(describe collateral)... at public 3263 sale. A sale could include a lease or license. The sale will be 3264 held as follows: 3265 Date: 3266 Time: 3267 Place: 3268 3269 You may attend the sale and bring bidders if you want. 3270 [For a private disposition:] 3271 Item 2. We will sell ...(describe collateral)... at private 3272 sale sometime after ...(date).... A sale could include a lease 3273 or license. 3274 Item 3. The money that we get from the sale (after paying 3275 our costs) will reduce the amount you owe. If we get less money 3276 than you owe, you ...(will or will not, as applicable)... still 3277 owe us the difference. If we get more money than you owe, you 3278 will get the extra money, unless we must pay it to someone else. 3279 Item 4. You can get the property back at any time before we 3280 sell it by paying us the full amount you owe, (not just the past 3281 due payments), including our expenses. To learn the exact amount 3282 you must pay, call us at ...(telephone number).... 3283 Item 5. If you want us to explain to you ...(in writing or 3284 in description of electronic record)... how we have figured the 3285 amount that you owe us, Item 6. you may call us at ...(telephone 3286 number)..., or write us at ...(secured partys address)..., or 3287 contact us by ...(description of electronic communication 3288 method)... Item 7. and request a written explanation, an 3289 explanation in ...(description of electronic record).... 3290 Item 8. We will charge you $.... for the explanation if we 3291 sent you another written explanation of the amount you owe us 3292 within the last 6 months. 3293 Item 9. If you need more information about the sale, call 3294 us at ...(telephone number)..., or write us at ...(secured 3295 partys address)..., or contact us by ...(description of 3296 electronic communication method).... 3297 Item 10. We are sending this notice to the following other 3298 people who have an interest in ...(describe collateral)... or 3299 who owe money under your agreement: 3300 ...(Names of all other debtors and obligors, if any)... 3301 (b)The following instructions apply to the form of 3302 notification in paragraph (a): 3303 1.The instructions in this paragraph refer to the numbers 3304 before items in the form of notification in paragraph (a). Do 3305 not include the numbers in the notification. The numbers are 3306 used only for the purpose of these instructions. 3307 2.Include and complete either Item 1, if the notification 3308 relates to a public disposition of the collateral, or Item 2, if 3309 the notification relates to a private disposition of the 3310 collateral. 3311 3.Include and complete Items 3, 4, 5, 6, and 7. 3312 4.In Item 5, include and complete any one of the three 3313 alternative methods for the explanation identified in paragraph 3314 (a). 3315 5.In Item 6, include the telephone number. In addition, 3316 the sender may include and complete either or both of the two 3317 additional alternative methods of communication identified in 3318 paragraph (a) for the recipient of the notification to 3319 communicate with the sender. Neither of the two additional 3320 methods of communication is required to be included. 3321 6.In Item 7, include and complete the method or methods 3322 for the explanationwriting, writing or electronic record, or 3323 electronic recordincluded in Item 5. 3324 7.Include and complete Item 8 only if a written 3325 explanation is included in Item 5 as a method for communicating 3326 the explanation and the sender will charge the recipient for 3327 another written explanation. 3328 8.In Item 9, include either the telephone number or the 3329 address, or both. In addition, the sender may include and 3330 complete the additional method of communication identified in 3331 paragraph (a) for the recipient of the notification to 3332 communicate with the sender. The additional method of electronic 3333 communication is not required to be included. 3334 9.If Item 10 does not apply, insert None after 3335 agreement:. 3336 Section 110.Subsection (1) of section 679.615, Florida 3337 Statutes, is amended to read: 3338 679.615Application of proceeds of disposition; liability 3339 for deficiency and right to surplus. 3340 (1)A secured party shall apply or pay over for application 3341 the cash proceeds of disposition under s. 679.610 in the 3342 following order to: 3343 (a)The reasonable expenses of retaking, holding, preparing 3344 for disposition, processing, and disposing, and, to the extent 3345 provided for by agreement and not prohibited by law, reasonable 3346 attorneys fees and legal expenses incurred by the secured 3347 party; 3348 (b)The satisfaction of obligations secured by the security 3349 interest or agricultural lien under which the disposition is 3350 made; 3351 (c)The satisfaction of obligations secured by any 3352 subordinate security interest in or other subordinate lien on 3353 the collateral if: 3354 1.The secured party receives from the holder of the 3355 subordinate security interest or other lien a signed an 3356 authenticated demand for proceeds before distribution of the 3357 proceeds is completed; and 3358 2.In a case in which a consignor has an interest in the 3359 collateral, the subordinate security interest or other lien is 3360 senior to the interest of the consignor; and 3361 (d)A secured party that is a consignor of the collateral 3362 if the secured party receives from the consignor a signed an 3363 authenticated demand for proceeds before distribution of the 3364 proceeds is completed. 3365 Section 111.Subsections (1), (2), and (3) of section 3366 679.616, Florida Statutes, are amended to read: 3367 679.616Explanation of calculation of surplus or 3368 deficiency. 3369 (1)In this section, the term: 3370 (a)Explanation means a record writing that: 3371 1.States the amount of the surplus or deficiency; 3372 2.Provides an explanation in accordance with subsection 3373 (3) of how the secured party calculated the surplus or 3374 deficiency; 3375 3.States, if applicable, that future debits, credits, 3376 charges, including additional credit service charges or 3377 interest, rebates, and expenses may affect the amount of the 3378 surplus or deficiency; and 3379 4.Provides a telephone number or mailing address from 3380 which additional information concerning the transaction is 3381 available. 3382 (b)Request means a record: 3383 1.Signed Authenticated by a debtor or consumer obligor; 3384 2.Requesting that the recipient provide an explanation; 3385 and 3386 3.Sent after disposition of the collateral under s. 3387 679.610. 3388 (2)In a consumer-goods transaction in which the debtor is 3389 entitled to a surplus or a consumer obligor is liable for a 3390 deficiency under s. 679.615, the secured party shall: 3391 (a)Send an explanation to the debtor or consumer obligor, 3392 as applicable, after the disposition and: 3393 1.Before or when the secured party accounts to the debtor 3394 and pays any surplus or first makes written demand in a record 3395 on the consumer obligor after the disposition for payment of the 3396 deficiency; and 3397 2.Within 14 days after receipt of a request; or 3398 (b)In the case of a consumer obligor who is liable for a 3399 deficiency, within 14 days after receipt of a request, send to 3400 the consumer obligor a record waiving the secured partys right 3401 to a deficiency. 3402 (3)To comply with subparagraph (1)(a)2., an explanation a 3403 writing must provide the following information in the following 3404 order: 3405 (a)The aggregate amount of obligations secured by the 3406 security interest under which the disposition was made, and, if 3407 the amount reflects a rebate of unearned interest or credit 3408 service charge, an indication of that fact, calculated as of a 3409 specified date: 3410 1.If the secured party takes or receives possession of the 3411 collateral after default, not more than 35 days before the 3412 secured party takes or receives possession; or 3413 2.If the secured party takes or receives possession of the 3414 collateral before default or does not take possession of the 3415 collateral, not more than 35 days before the disposition; 3416 (b)The amount of proceeds of the disposition; 3417 (c)The aggregate amount of the obligations after deducting 3418 the amount of proceeds; 3419 (d)The amount, in the aggregate or by type, and types of 3420 expenses, including expenses of retaking, holding, preparing for 3421 disposition, processing, and disposing of the collateral, and 3422 attorneys fees secured by the collateral which are known to the 3423 secured party and relate to the current disposition; 3424 (e)The amount, in the aggregate or by type, and types of 3425 credits, including rebates of interest or credit service 3426 charges, to which the obligor is known to be entitled and which 3427 are not reflected in the amount in paragraph (a); and 3428 (f)The amount of the surplus or deficiency. 3429 Section 112.Subsection (1) of section 679.619, Florida 3430 Statutes, is amended to read: 3431 679.619Transfer of record or legal title. 3432 (1)In this section, the term transfer statement means a 3433 record signed authenticated by a secured party stating: 3434 (a)That the debtor has defaulted in connection with an 3435 obligation secured by specified collateral; 3436 (b)That the secured party has exercised its post-default 3437 remedies with respect to the collateral; 3438 (c)That, by reason of the exercise, a transferee has 3439 acquired the rights of the debtor in the collateral; and 3440 (d)The name and mailing address of the secured party, 3441 debtor, and transferee. 3442 Section 113.Subsections (1), (2), (3), and (6) of section 3443 679.620, Florida Statutes, are amended to read: 3444 679.620Acceptance of collateral in full or partial 3445 satisfaction of obligation; compulsory disposition of 3446 collateral. 3447 (1)Except as otherwise provided in subsection (7), a 3448 secured party may accept collateral in full or partial 3449 satisfaction of the obligation it secures only if: 3450 (a)The debtor consents to the acceptance under subsection 3451 (3); 3452 (b)The secured party does not receive, within the time set 3453 forth in subsection (4), a notification of objection to the 3454 proposal signed authenticated by: 3455 1.A person to whom the secured party was required to send 3456 a proposal under s. 679.621; or 3457 2.Any other person, other than the debtor, holding an 3458 interest in the collateral subordinate to the security interest 3459 that is the subject of the proposal; 3460 (c)If the collateral is consumer goods, the collateral is 3461 not in the possession of the debtor when the debtor consents to 3462 the acceptance; and 3463 (d)Subsection (5) does not require the secured party to 3464 dispose of the collateral or the debtor waives the requirement 3465 pursuant to s. 679.624. 3466 (2)A purported or apparent acceptance of collateral under 3467 this section is ineffective unless: 3468 (a)The secured party consents to the acceptance in a 3469 signed an authenticated record or sends a proposal to the 3470 debtor; and 3471 (b)The conditions of subsection (1) are met. 3472 (3)For purposes of this section: 3473 (a)A debtor consents to an acceptance of collateral in 3474 partial satisfaction of the obligation it secures only if the 3475 debtor agrees to the terms of the acceptance in a record signed 3476 authenticated after default; and 3477 (b)A debtor consents to an acceptance of collateral in 3478 full satisfaction of the obligation it secures only if the 3479 debtor agrees to the terms of the acceptance in a record signed 3480 authenticated after default or the secured party: 3481 1.Sends to the debtor after default a proposal that is 3482 unconditional or subject only to a condition that collateral not 3483 in the possession of the secured party be preserved or 3484 maintained; 3485 2.In the proposal, proposes to accept collateral in full 3486 satisfaction of the obligation it secures, and, in a consumer 3487 transaction, provides notice that the proposal will be deemed 3488 accepted if it is not objected to by an authenticated notice 3489 within 30 days after the date the proposal is sent by the 3490 secured party; and 3491 3.Does not receive a notification of objection signed 3492 authenticated by the debtor within 30 days after the proposal is 3493 sent. 3494 (6)To comply with subsection (5), the secured party shall 3495 dispose of the collateral: 3496 (a)Within 90 days after taking possession; or 3497 (b)Within any longer period to which the debtor and all 3498 secondary obligors have agreed in an agreement to that effect 3499 entered into and signed authenticated after default. 3500 Section 114.Subsection (1) of section 679.621, Florida 3501 Statutes, is amended to read: 3502 679.621Notification of proposal to accept collateral. 3503 (1)A secured party that desires to accept collateral in 3504 full or partial satisfaction of the obligation it secures shall 3505 send its proposal to: 3506 (a)Any person from whom the secured party has received, 3507 before the debtor consented to the acceptance, a signed an 3508 authenticated notification of a claim of an interest in the 3509 collateral; 3510 (b)Any other secured party or lienholder that, 10 days 3511 before the debtor consented to the acceptance, held a security 3512 interest in or other lien on the collateral perfected by the 3513 filing of a financing statement that: 3514 1.Identified the collateral; 3515 2.Was indexed under the debtors name as of that date; and 3516 3.Was filed in the office or offices in which to file a 3517 financing statement against the debtor covering the collateral 3518 as of that date; and 3519 (c)Any other secured party that, 10 days before the debtor 3520 consented to the acceptance, held a security interest in the 3521 collateral perfected by compliance with a statute, regulation, 3522 or treaty described in s. 679.3111(1). 3523 Section 115.Section 679.624, Florida Statutes, is amended 3524 to read: 3525 679.624Waiver. 3526 (1)A debtor or secondary obligor may waive the right to 3527 notification of disposition of collateral under s. 679.611 only 3528 by an agreement to that effect entered into and signed 3529 authenticated after default. 3530 (2)A debtor may waive the right to require disposition of 3531 collateral under s. 679.620(5) only by an agreement to that 3532 effect entered into and signed authenticated after default. 3533 (3)Except in a consumer-goods transaction, a debtor or 3534 secondary obligor may waive the right to redeem collateral under 3535 s. 679.623 only by an agreement to that effect entered into and 3536 signed authenticated after default. 3537 Section 116.Subsections (1) and (5) of section 679.625, 3538 Florida Statutes, are amended, and subsections (3), (6), and (7) 3539 of that section are republished, to read: 3540 679.625Remedies for failure to comply with article. 3541 (1)If it is established that a secured party is not 3542 proceeding in accordance with this chapter, a court may order or 3543 restrain collection, enforcement, or disposition of collateral 3544 on appropriate terms and conditions. This subsection does shall 3545 not preclude a debtor other than a consumer and a secured party, 3546 or two or more secured parties in other than a consumer 3547 transaction, from agreeing in a signed an authenticated record 3548 that the debtor or secured party must first provide to the 3549 alleged offending secured party notice of a violation of this 3550 chapter and opportunity to cure before commencing any legal 3551 proceeding under this section. 3552 (3)Except as otherwise provided in s. 679.628: 3553 (a)A person who, at the time of the failure, was a debtor, 3554 was an obligor, or held a security interest in or other lien on 3555 the collateral may recover damages under subsection (2) for the 3556 persons loss; and 3557 (b)If the collateral is consumer goods, a person who was a 3558 debtor or a secondary obligor at the time a secured party failed 3559 to comply with this part may recover for that failure in any 3560 event an amount not less than the credit service charge plus 10 3561 percent of the principal amount of the obligation or the time 3562 price differential plus 10 percent of the cash price. 3563 (5)In lieu of damages recoverable under subsection (2), 3564 the debtor, consumer obligor, or person named as a debtor in a 3565 filed record, as applicable, may recover $500 in each case from 3566 a person who: 3567 (a)Fails to comply with s. 679.2081; 3568 (b)Fails to comply with s. 679.209; 3569 (c)Files a record that the person is not entitled to file 3570 under s. 679.509(1); 3571 (d)Fails to cause the secured party of record to file or 3572 send a termination statement as required by s. 679.513(1) or (3) 3573 after receipt of a signed an authenticated record notifying the 3574 person of such noncompliance; 3575 (e)Fails to comply with s. 679.616(2)(a) and whose failure 3576 is part of a pattern, or consistent with a practice, of 3577 noncompliance; or 3578 (f)Fails to comply with s. 679.616(2)(b). 3579 (6)A debtor or consumer obligor may recover damages under 3580 subsection (2) and, in addition, $500 in each case from a person 3581 who, without reasonable cause, fails to comply with a request 3582 under s. 679.210. A recipient of a request under s. 679.210 3583 which never claimed an interest in the collateral or obligations 3584 that are the subject of a request under that section has a 3585 reasonable excuse for failure to comply with the request within 3586 the meaning of this subsection. 3587 (7)If a secured party fails to comply with a request 3588 regarding a list of collateral or a statement of account under 3589 s. 679.210, the secured party may claim a security interest only 3590 as shown in the list or statement included in the request as 3591 against a person who is reasonably misled by the failure. 3592 Section 117.Subsections (1) and (2) of section 679.628, 3593 Florida Statutes, are amended, and subsection (6) is added to 3594 that section, to read: 3595 679.628Nonliability and limitation on liability of secured 3596 party; liability of secondary obligor. 3597 (1)Subject to subsection (6), unless a secured party knows 3598 that a person is a debtor or obligor, knows the identity of the 3599 person, and knows how to communicate with the person: 3600 (a)The secured party is not liable to the person, or to a 3601 secured party or lienholder that has filed a financing statement 3602 against the person, for failure to comply with this chapter; and 3603 (b)The secured partys failure to comply with this chapter 3604 does not affect the liability of the person for a deficiency. 3605 (2)Subject to subsection (6), a secured party is not 3606 liable because of its status as a secured party: 3607 (a)To a person who is a debtor or obligor, unless the 3608 secured party knows: 3609 1.That the person is a debtor or obligor; 3610 2.The identity of the person; and 3611 3.How to communicate with the person; or 3612 (b)To a secured party or lienholder that has filed a 3613 financing statement against a person, unless the secured party 3614 knows: 3615 1.That the person is a debtor; and 3616 2.The identity of the person. 3617 (6)Subsections (1) and (2) do not apply to limit the 3618 liability of a secured party to a person if, at the time the 3619 secured party obtains control of collateral that is a 3620 controllable account, controllable electronic record, or 3621 controllable payment intangible or at the time the security 3622 interest attaches to the collateral, whichever is later: 3623 (a)The person is a debtor or obligor; and 3624 (b)The secured party knows that the information in 3625 subparagraph (2)(a)1., subparagraph (2)(a)2., or subparagraph 3626 (2)(a)3., relating to the person is not provided by the 3627 collateral, a record attached to or logically associated with 3628 the collateral, or the system in which the collateral is 3629 recorded. 3630 Section 118.Part IX of chapter 679, Florida Statutes, 3631 consisting of ss. 679.901 and 679.902, Florida Statutes, is 3632 created and entitled Transitional Provisions. 3633 Section 119.Section 679.901, Florida Statutes, is created 3634 to read: 3635 679.901Saving clause.Except as otherwise provided in ss. 3636 669.501-669.706, a transaction validly entered into before July 3637 1, 2025, and the rights, duties, and interests flowing from such 3638 transaction remain valid thereafter and may be terminated, 3639 completed, consummated, or enforced as required or permitted by 3640 law other than the Uniform Commercial Code or, if applicable, by 3641 the Uniform Commercial Code as though this act had not taken 3642 effect. 3643 Section 120.Section 679.902, Florida Statutes, is created 3644 to read: 3645 679.902Transitional provisions.Effective July 1, 2025, 3646 chapter 679 shall be amended by this act, including the 3647 transitional provisions for chapters 669 and 679, as amended by 3648 this act, as provided in part II of chapter 669. 3649 Section 121.Section 680.1021, Florida Statutes, is amended 3650 to read: 3651 680.1021Scope. 3652 (1)This chapter applies to any transaction, regardless of 3653 form, that creates a lease and, in the case of a hybrid lease, 3654 applies to the extent provided in subsection (2). 3655 (2)In a hybrid lease, both of the following apply: 3656 (a)If the lease-of-goods aspects do not predominate: 3657 1.Only the provisions of this chapter which relate 3658 primarily to the lease-of-goods aspects of the transaction 3659 apply, and the provisions that relate primarily to the 3660 transaction as a whole do not apply; 3661 2.Section 608.209 applies if the lease is a finance lease; 3662 and 3663 3.Section 608.407 applies to the promises of the lessee in 3664 a finance lease to the extent that the promises are 3665 consideration for the right to possession and use of the leased 3666 goods. 3667 (b)If the lease-of-goods aspects predominate, this chapter 3668 applies to the transaction, but does not preclude application in 3669 appropriate circumstances of other law to aspects of the lease 3670 which do not relate to the lease of goods. 3671 Section 122.Present paragraphs (i) through (z) of 3672 subsection (1) of section 680.1031, Florida Statutes, are 3673 redesignated as paragraphs (j) through (aa), respectively, a new 3674 paragraph (i) is added to that subsection, and paragraphs (a), 3675 (d), (e), (f), (h), (j), (l), and (m) of subsection (3) of that 3676 section are amended, to read: 3677 680.1031Definitions and index of definitions. 3678 (1)In this chapter, unless the context otherwise requires: 3679 (i)Hybrid lease means a single transaction involving a 3680 lease of goods and: 3681 1.The provision of services; 3682 2.A sale of other goods; or 3683 3.A sale, lease, or license of property other than goods. 3684 (3)The following definitions in other chapters of this 3685 code apply to this chapter: 3686 (a)Account, s. 679.1021(1) s. 679.1021(1)(b). 3687 (d)Chattel paper, s. 679.1021(1) s. 679.1021(1)(k). 3688 (e)Consumer goods, s. 679.1021(1) s. 679.1021(1)(w). 3689 (f)Document, s. 679.1021(1) s. 679.1021(1)(dd). 3690 (h)General intangible, s. 679.1021(1) s. 3691 679.1021(1)(pp). 3692 (j)Instrument, s. 679.1021(1) s. 679.1021(1)(uu). 3693 (l)Mortgage, s. 679.1021(1) s. 679.1021(1)(ccc). 3694 (m)Pursuant to a commitment, s. 679.1021(1) s. 3695 679.1021(1)(ppp). 3696 Section 123.Section 680.1071, Florida Statutes, is amended 3697 to read: 3698 680.1071Waiver or renunciation of claim or right after 3699 default.Any claim or right arising out of an alleged default or 3700 breach of warranty may be discharged in whole or in part without 3701 consideration by a written waiver or renunciation in a signed 3702 record and delivered by the aggrieved party. 3703 Section 124.Subsections (1), (3), and (5) of section 3704 680.201, Florida Statutes, are amended to read: 3705 680.201Statute of frauds. 3706 (1)A lease contract is not enforceable by way of action or 3707 defense unless: 3708 (a)In a lease contract that is not a consumer lease, the 3709 total payments to be made under the lease contract, excluding 3710 payments for options to renew or buy, are less than $1,000; or 3711 (b)There is a record writing, signed by the party against 3712 whom enforcement is sought or by that partys authorized agent, 3713 sufficient to indicate that a lease contract has been made 3714 between the parties and to describe the goods leased and the 3715 lease term. 3716 (3)A record writing is not insufficient because it omits 3717 or incorrectly states a term agreed upon, but the lease contract 3718 is not enforceable under paragraph (1)(b) beyond the lease term 3719 and the quantity of goods shown in the record writing. 3720 (5)The lease term under a lease contract referred to in 3721 subsection (4) is: 3722 (a)If there is a record writing signed by the party 3723 against whom enforcement is sought or by that partys authorized 3724 agent specifying the lease term, the term so specified; 3725 (b)If the party against whom enforcement is sought admits 3726 in that partys pleading, testimony, or otherwise in court a 3727 lease term, the term so admitted; or 3728 (c)A reasonable lease term. 3729 Section 125.Section 680.202, Florida Statutes, is amended 3730 to read: 3731 680.202Final written expression: parol or extrinsic 3732 evidence.Terms with respect to which the confirmatory memoranda 3733 of the parties agree or which are otherwise set forth in a 3734 record writing intended by the parties as a final expression of 3735 their agreement with respect to such terms as are included 3736 therein may not be contradicted by evidence of any prior 3737 agreement or of a contemporaneous oral agreement but may be 3738 explained or supplemented: 3739 (1)By course of dealing or usage of trade or by course of 3740 performance; and 3741 (2)By evidence of consistent additional terms unless the 3742 court finds the record writing to have been intended also as a 3743 complete and exclusive statement of the terms of the agreement. 3744 Section 126.Section 680.203, Florida Statutes, is amended 3745 to read: 3746 680.203Seals inoperative.The affixing of a seal to a 3747 record writing evidencing a lease contract or an offer to enter 3748 into a lease contract does not render the record writing a 3749 sealed instrument, and the law with respect to sealed 3750 instruments does not apply to the lease contract or offer. 3751 Section 127.Section 680.205, Florida Statutes, is amended 3752 to read: 3753 680.205Firm offers.An offer by a merchant to lease goods 3754 to or from another person in a signed record writing that by its 3755 terms gives assurance it will be held open is not revocable, for 3756 lack of consideration, during the time stated or, if no time is 3757 stated, for a reasonable time, but in no event may the period of 3758 irrevocability exceed 3 months. Any such term of assurance on a 3759 form supplied by the offeree must be separately signed by the 3760 offeror. 3761 Section 128.Subsection (2) of section 680.208, Florida 3762 Statutes, is amended to read: 3763 680.208Modification, rescission, and waiver. 3764 (2)A signed lease agreement that excludes modification or 3765 rescission except by a signed record writing may not be 3766 otherwise modified or rescinded, but, except as between 3767 merchants, such a requirement on a form supplied by a merchant 3768 must be separately signed by the other party. 3769 Section 129.Part VI of chapter 680, Florida Statutes, 3770 consisting of s. 680.601, Florida Statutes, is created and 3771 entitled Transitional Provisions. 3772 Section 130.Section 680.601, Florida Statutes, is created 3773 to read: 3774 680.601Saving clause.Except as provided in ss. 669.501 3775 669.706, a transaction validly entered into before July 1, 2025, 3776 and the rights, duties, and interests flowing from such 3777 transaction remain valid thereafter and may be terminated, 3778 completed, consummated, or enforced as required or permitted by 3779 law other than the Uniform Commercial Code or, if applicable, by 3780 the Uniform Commercial Code as though this act had not taken 3781 effect. 3782 Section 131.Subsection (6) of section 55.205, Florida 3783 Statutes, is amended to read: 3784 55.205Effect of judgment lien. 3785 (6)A judgment lien acquired under s. 55.202 may be 3786 enforced only through judicial process, including attachment 3787 under chapter 76; execution under chapter 56; garnishment under 3788 chapter 77; a charging order under s. 605.0503, s. 620.1703, or 3789 s. 620.8504; or proceedings supplementary to execution under s. 3790 56.29. A holder of a judgment lien acquired under s. 55.202, who 3791 is not enforcing separate lien rights in a judgment debtors 3792 property, may not enforce his or her rights under this section 3793 through self-help repossession or replevin without a court order 3794 or without the express consent of the judgment debtor contained 3795 in a record authenticated in accordance with s. 668.50 or s. 3796 679.1021(1) s. 679.1021(1)(g) after the judgment lien attaches. 3797 Section 132.Subsection (2) and paragraph (b) of subsection 3798 (3) of section 319.27, Florida Statutes, are amended to read: 3799 319.27Notice of lien on motor vehicles or mobile homes; 3800 notation on certificate; recording of lien. 3801 (2)No lien for purchase money or as security for a debt in 3802 the form of a security agreement, retain title contract, 3803 conditional bill of sale, chattel mortgage, or other similar 3804 instrument or any other nonpossessory lien, including a lien for 3805 child support, upon a motor vehicle or mobile home upon which a 3806 Florida certificate of title has been issued shall be 3807 enforceable in any of the courts of this state against creditors 3808 or subsequent purchasers for a valuable consideration and 3809 without notice, unless a sworn notice of such lien has been 3810 filed in the department and such lien has been noted upon the 3811 certificate of title of the motor vehicle or mobile home. Such 3812 notice shall be effective as constructive notice when filed. The 3813 interest of a statutory nonpossessory lienor; the interest of a 3814 nonpossessory execution, attachment, or equitable lienor; or the 3815 interest of a lien creditor as defined in s. 679.1021(1) s. 3816 679.1021(1)(zz), if nonpossessory, is shall not be enforceable 3817 against creditors or subsequent purchasers for a valuable 3818 consideration unless such interest becomes a possessory lien or 3819 is noted upon the certificate of title for the subject motor 3820 vehicle or mobile home prior to the occurrence of the subsequent 3821 transaction. Provided the provisions of this subsection relating 3822 to a nonpossessory statutory lienor; a nonpossessory execution, 3823 attachment, or equitable lienor; or the interest of a lien 3824 creditor as defined in s. 679.1021(1) does s. 679.1021(1)(zz) 3825 shall not apply to liens validly perfected before prior to 3826 October 1, 1988. The notice of lien must shall provide the 3827 following information: 3828 (a)The date of the lien if a security agreement, retain 3829 title contract, conditional bill of sale, chattel mortgage, or 3830 other similar instrument was executed prior to the filing of the 3831 notice of lien; 3832 (b)The name and address of the registered owner; 3833 (c)A description of the motor vehicle or mobile home, 3834 showing the make, type, and vehicle identification number; and 3835 (d)The name and address of the lienholder. 3836 (3) 3837 (b)As applied to a determination of the respective rights 3838 of a secured party under this chapter and a lien creditor as 3839 defined by s. 679.1021(1) s. 679.1021(1)(zz), or a nonpossessory 3840 statutory lienor, a security interest under this chapter shall 3841 be perfected upon the filing of the notice of lien with the 3842 department, the county tax collector, or their agents. Provided, 3843 however, the date of perfection of a security interest of such 3844 secured party shall be the same date as the execution of the 3845 security agreement or other similar instrument if the notice of 3846 lien is filed in accordance with this subsection within 15 days 3847 after the debtor receives possession of the motor vehicle or 3848 mobile home and executes such security agreement or other 3849 similar instrument. The date of filing of the notice of lien 3850 shall be the date of its receipt by the department central 3851 office in Tallahassee, if first filed there, or otherwise by the 3852 office of the county tax collector, or their agents. 3853 Section 133.Subsection (2) of section 328.0015, Florida 3854 Statutes, is amended to read: 3855 328.0015Definitions. 3856 (2)The following definitions and terms also apply to this 3857 part: 3858 (a)Agreement as defined in s. 671.201 s. 671.201(3). 3859 (b)Buyer in ordinary course of business as defined in s. 3860 671.201 s. 671.201(9). 3861 (c)Conspicuous as defined in s. 671.201 s. 671.201(11). 3862 (d)Consumer goods as defined in s. 679.1021(1) s. 3863 679.1021(1)(w). 3864 (e)Debtor as defined in s. 679.1021(1) s. 3865 679.1021(1)(bb). 3866 (f)Knowledge as defined in s. 671.209. 3867 (g)Lease as defined in s. 680.1031(1) s. 680.1031(1)(j). 3868 (h)Lessor as defined in s. 680.1031(1) s. 3869 680.1031(1)(p). 3870 (i)Notice as defined s. 671.209. 3871 (j)Representative as defined in s. 671.201 s. 3872 671.201(37). 3873 (k)Sale as defined in s. 672.106(1). 3874 (l)Security agreement as defined in s. 679.1021(1) s. 3875 679.1021(1)(uuu). 3876 (m)Seller as defined in s. 672.103(1) s. 672.103(1)(d). 3877 (n)Send as defined in s. 671.201 s. 671.201(40). 3878 (o)Value as defined in s. 671.211. 3879 Section 134.Subsection (13) of section 517.061, Florida 3880 Statutes, is amended to read: 3881 517.061Exempt transactions.Except as otherwise provided 3882 in subsection (11), the exemptions provided herein from the 3883 registration requirements of s. 517.07 are self-executing and do 3884 not require any filing with the office before being claimed. Any 3885 person who claims entitlement to an exemption under this section 3886 bears the burden of proving such entitlement in any proceeding 3887 brought under this chapter. The registration provisions of s. 3888 517.07 do not apply to any of the following transactions; 3889 however, such transactions are subject to s. 517.301: 3890 (13)By or for the account of a pledgeholder, a secured 3891 party as defined in s. 679.1021(1) s. 679.1021(1)(ttt), or a 3892 mortgagee selling or offering for sale or delivery in the 3893 ordinary course of business and not for the purposes of avoiding 3894 the provisions of this chapter, to liquidate a bona fide debt, a 3895 security pledged in good faith as security for such debt. 3896 Section 135.Subsection (2) of section 559.9232, Florida 3897 Statutes, is amended to read: 3898 559.9232Definitions; exclusion of rental-purchase 3899 agreements from certain regulations. 3900 (2)A rental-purchase agreement that complies with this act 3901 may shall not be construed to be, nor be governed by, any of the 3902 following: 3903 (a)A lease or agreement that constitutes a credit sale as 3904 defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of the 3905 federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; 3906 (b)A lease that constitutes a consumer lease as defined 3907 in 12 C.F.R. s. 213.2(a)(6); 3908 (c)Any lease for agricultural, business, or commercial 3909 purposes; 3910 (d)Any lease made to an organization; 3911 (e)A lease or agreement that constitutes a retail 3912 installment contract or retail installment transaction as 3913 those terms are defined in s. 520.31; or 3914 (f)A security interest as defined in s. 671.201 s. 3915 671.201(39). 3916 Section 136.Paragraph (g) of subsection (2) of section 3917 563.022, Florida Statutes, is amended to read: 3918 563.022Relations between beer distributors and 3919 manufacturers. 3920 (2)DEFINITIONS.In construing this section, unless the 3921 context otherwise requires, the word, phrase, or term: 3922 (g)Good faith means honesty in fact in the conduct or 3923 transaction concerned as defined and interpreted under s. 3924 671.201 s. 671.201(21). 3925 Section 137.Paragraph (d) of subsection (16) of section 3926 668.50, Florida Statutes, is amended, and paragraph (b) of 3927 subsection (3) of that section is republished, to read: 3928 668.50Uniform Electronic Transaction Act. 3929 (3)SCOPE. 3930 (b)This section does not apply to a transaction to the 3931 extent the transaction is governed by: 3932 1.A provision of law governing the creation and execution 3933 of wills, codicils, or testamentary trusts; 3934 2.The Uniform Commercial Code other than s. 671.107 and 3935 chapters 672 and 680; or 3936 3.The Uniform Computer Information Transactions Act. 3937 (16)TRANSFERABLE RECORDS. 3938 (d)Except as otherwise agreed, a person having control of 3939 a transferable record is the holder, as defined in s. 671.201 s. 3940 671.201(22), of the transferable record and has the same rights 3941 and defenses as a holder of an equivalent record or writing 3942 under the Uniform Commercial Code, including, if the applicable 3943 statutory requirements under s. 673.3021, s. 677.501, or s. 3944 679.330 are satisfied, the rights and defenses of a holder in 3945 due course, a holder to which a negotiable document of title has 3946 been duly negotiated, or a purchaser, respectively. Delivery, 3947 possession, and indorsement are not required to obtain or 3948 exercise any of the rights under this paragraph. 3949 Section 138.For the purpose of incorporating the amendment 3950 made by this act to section 671.105, Florida Statutes, in 3951 references thereto, subsections (1) and (2) of section 655.55, 3952 Florida Statutes, are reenacted to read: 3953 655.55Law applicable to deposits in and contracts relating 3954 to extensions of credit by a deposit or lending institution 3955 located in this state. 3956 (1)The law of this state, excluding its law regarding 3957 comity and conflict of laws, governs all aspects, including 3958 without limitation the validity and effect, of any deposit 3959 account in a branch or office in this state of a deposit or 3960 lending institution, including a deposit account otherwise 3961 covered by s. 671.105(1), regardless of the citizenship, 3962 residence, location, or domicile of any other party to the 3963 contract or agreement governing such deposit account, and 3964 regardless of any provision of any law of the jurisdiction of 3965 the residence, location, or domicile of such other party, 3966 whether or not such deposit account bears any other relation to 3967 this state, except that this section does not apply to any such 3968 deposit account: 3969 (a)To the extent provided to the contrary in s. 3970 671.105(2); or 3971 (b)To the extent that all parties to the contract or 3972 agreement governing such deposit account have agreed in writing 3973 that the law of another jurisdiction will govern it. 3974 (2)The law of this state, excluding its law regarding 3975 comity and conflict of laws, governs all aspects, including 3976 without limitation the validity and effect, of any contract 3977 relating to an extension of credit made by a branch or office in 3978 this state of a deposit or lending institution, including a 3979 contract otherwise covered by s. 671.105(1), if the contract 3980 expressly provides that it will be governed by the law of this 3981 state, regardless of the citizenship, residence, location, or 3982 domicile of any other party to such contract and regardless of 3983 any provision of any law of the jurisdiction of the residence, 3984 location, or domicile of such other party, whether or not such 3985 contract bears any other relation to this state, except that 3986 this section does not apply to any such contract to the extent 3987 provided to the contrary in s. 671.105(2). 3988 Section 139.For the purpose of incorporating the amendment 3989 made by this act to section 671.105, Florida Statutes, in a 3990 reference thereto, subsection (2) of section 685.101, Florida 3991 Statutes, is reenacted to read: 3992 685.101Choice of law. 3993 (2)This section does not apply to any contract, agreement, 3994 or undertaking: 3995 (a)Regarding any transaction which does not bear a 3996 substantial or reasonable relation to this state in which every 3997 party is either or a combination of: 3998 1.A resident and citizen of the United States, but not of 3999 this state; or 4000 2.Incorporated or organized under the laws of another 4001 state and does not maintain a place of business in this state; 4002 (b)For labor or employment; 4003 (c)Relating to any transaction for personal, family, or 4004 household purposes, unless such contract, agreement, or 4005 undertaking concerns a trust at least one trustee of which 4006 resides or transacts business as a trustee in this state, in 4007 which case this section applies; 4008 (d)To the extent provided to the contrary in s. 4009 671.105(2); or 4010 (e)To the extent such contract, agreement, or undertaking 4011 is otherwise covered or affected by s. 655.55. 4012 Section 140.For the purpose of incorporating the amendment 4013 made by this act to section 673.1041, Florida Statutes, in a 4014 reference thereto, subsection (1) of section 90.953, Florida 4015 Statutes, is reenacted to read: 4016 90.953Admissibility of duplicates.A duplicate is 4017 admissible to the same extent as an original, unless: 4018 (1)The document or writing is a negotiable instrument as 4019 defined in s. 673.1041, a security as defined in s. 678.1021, or 4020 any other writing that evidences a right to the payment of 4021 money, is not itself a security agreement or lease, and is of a 4022 type that is transferred by delivery in the ordinary course of 4023 business with any necessary endorsement or assignment. 4024 Section 141.For the purpose of incorporating the amendment 4025 made by this act to section 673.1041, Florida Statutes, in 4026 references thereto, subsections (1), (3), and (4) of section 4027 673.1061, Florida Statutes, are reenacted to read: 4028 673.1061Unconditional promise or order. 4029 (1)Except as provided in this section, for the purposes of 4030 s. 673.1041(1), a promise or order is unconditional unless it 4031 states: 4032 (a)An express condition to payment; 4033 (b)That the promise or order is subject to or governed by 4034 another writing; or 4035 (c)That rights or obligations with respect to the promise 4036 or order are stated in another writing. 4037 4038 A reference to another writing does not of itself make the 4039 promise or order conditional. 4040 (3)If a promise or order requires, as a condition to 4041 payment, a countersignature by a person whose specimen signature 4042 appears on the promise or order, the condition does not make the 4043 promise or order conditional for the purposes of s. 673.1041(1). 4044 If the person whose specimen signature appears on an instrument 4045 fails to countersign the instrument, the failure to countersign 4046 is a defense to the obligation of the issuer, but the failure 4047 does not prevent a transferee of the instrument from becoming a 4048 holder of the instrument. 4049 (4)If a promise or order at the time it is issued or first 4050 comes into possession of a holder contains a statement, required 4051 by applicable statutory or administrative law, to the effect 4052 that the rights of a holder or transferee are subject to claims 4053 or defenses that the issuer could assert against the original 4054 payee, the promise or order is not thereby made conditional for 4055 the purposes of s. 673.1041(1); but if the promise or order is 4056 an instrument, there cannot be a holder in due course of the 4057 instrument. 4058 Section 142.For the purpose of incorporating the amendment 4059 made by this act to section 673.1041, Florida Statutes, in a 4060 reference thereto, subsection (2) of section 673.1151, Florida 4061 Statutes, is reenacted to read: 4062 673.1151Incomplete instrument. 4063 (2)Subject to subsection (3), if an incomplete instrument 4064 is an instrument under s. 673.1041, it may be enforced according 4065 to its terms if it is not completed, or according to its terms 4066 as augmented by completion. If an incomplete instrument is not 4067 an instrument under s. 673.1041, but, after completion, the 4068 requirements of s. 673.1041 are met, the instrument may be 4069 enforced according to its terms as augmented by completion. 4070 Section 143.For the purpose of incorporating the amendment 4071 made by this act to section 673.6041, Florida Statutes, in a 4072 reference thereto, subsection (2) of section 673.6051, Florida 4073 Statutes, is reenacted to read: 4074 673.6051Discharge of indorsers and accommodation parties. 4075 (2)Discharge, under s. 673.6041, of the obligation of a 4076 party to pay an instrument does not discharge the obligation of 4077 an indorser or accommodation party having a right of recourse 4078 against the discharged party. 4079 Section 144.For the purpose of incorporating the 4080 amendments made by this act to sections 673.1041 and 673.1051, 4081 Florida Statutes, in references thereto, subsection (2) of 4082 section 673.1031, Florida Statutes, is reenacted to read: 4083 673.1031Definitions. 4084 (2)Other definitions applying to this chapter and the 4085 sections in which they appear are: 4086 Acceptance, s. 673.4091. 4087 Accommodated party, s. 673.4191. 4088 Accommodation party, s. 673.4191. 4089 Alteration, s. 673.4071. 4090 Anomalous indorsement, s. 673.2051. 4091 Blank indorsement, s. 673.2051. 4092 Cashiers check, s. 673.1041. 4093 Certificate of deposit, s. 673.1041. 4094 Certified check, s. 673.4091. 4095 Check, s. 673.1041. 4096 Consideration, s. 673.3031. 4097 Draft, s. 673.1041. 4098 Holder in due course, s. 673.3021. 4099 Incomplete instrument, s. 673.1151. 4100 Indorsement, s. 673.2041. 4101 Indorser, s. 673.2041. 4102 Instrument, s. 673.1041. 4103 Issue, s. 673.1051. 4104 Issuer, s. 673.1051. 4105 Negotiable instrument, s. 673.1041. 4106 Negotiation, s. 673.2011. 4107 Note, s. 673.1041. 4108 Payable at a definite time, s. 673.1081. 4109 Payable on demand, s. 673.1081. 4110 Payable to bearer, s. 673.1091. 4111 Payable to order, s. 673.1091. 4112 Payment, s. 673.6021. 4113 Person entitled to enforce, s. 673.3011. 4114 Presentment, s. 673.5011. 4115 Reacquisition, s. 673.2071. 4116 Special indorsement, s. 673.2051. 4117 Tellers check, s. 673.1041. 4118 Transfer of instrument, s. 673.2031. 4119 Travelers check, s. 673.1041. 4120 Value, s. 673.3031. 4121 Section 145.For the purpose of incorporating the amendment 4122 made by this act to section 675.104, Florida Statutes, in a 4123 reference thereto, paragraph (j) of subsection (1) of section 4124 675.103, Florida Statutes, is reenacted to read: 4125 675.103Definitions. 4126 (1)For purposes of this chapter: 4127 (j)Letter of credit means a definite undertaking that 4128 satisfies the requirements of s. 675.104 by an issuer to a 4129 beneficiary at the request or for the account of an applicant 4130 or, in the case of a financial institution, to itself or for its 4131 own account, to honor a documentary presentation by payment or 4132 delivery of an item of value. 4133 Section 146.For the purpose of incorporating the amendment 4134 made by this act to section 675.116, Florida Statutes, in a 4135 reference thereto, subsection (2) of section 679.3061, Florida 4136 Statutes, is reenacted to read: 4137 679.3061Law governing perfection and priority of security 4138 interests in letter-of-credit rights. 4139 (2)For purposes of this part, an issuers jurisdiction or 4140 nominated persons jurisdiction is the jurisdiction whose law 4141 governs the liability of the issuer or nominated person with 4142 respect to the letter-of-credit right as provided in s. 675.116. 4143 Section 147.For the purpose of incorporating the amendment 4144 made by this act to section 677.106, Florida Statutes, in a 4145 reference thereto, subsection (3) of section 672.103, Florida 4146 Statutes, is reenacted to read: 4147 672.103Definitions and index of definitions. 4148 (3)The following definitions in other chapters apply to 4149 this chapter: 4150 Check, s. 673.1041. 4151 Consignee, s. 677.102. 4152 Consignor, s. 677.102. 4153 Consumer goods, s. 679.1021. 4154 Control, s. 677.106. 4155 Dishonor, s. 673.5021. 4156 Draft, s. 673.1041. 4157 Section 148.For the purpose of incorporating the amendment 4158 made by this act to section 677.106, Florida Statutes, in a 4159 reference thereto, subsection (3) of section 674.104, Florida 4160 Statutes, is reenacted to read: 4161 674.104Definitions and index of definitions. 4162 (3)The following definitions in other chapters apply to 4163 this chapter: 4164 Acceptance, s. 673.4091. 4165 Alteration, s. 673.4071. 4166 Cashiers check, s. 673.1041. 4167 Certificate of deposit, s. 673.1041. 4168 Certified check, s. 673.4091. 4169 Check, s. 673.1041. 4170 Control, s. 677.106. 4171 Good faith, s. 673.1031. 4172 Holder in due course, s. 673.3021. 4173 Instrument, s. 673.1041. 4174 Notice of dishonor, s. 673.5031. 4175 Order, s. 673.1031. 4176 Ordinary care, s. 673.1031. 4177 Person entitled to enforce, s. 673.3011. 4178 Presentment, s. 673.5011. 4179 Promise, s. 673.1031. 4180 Prove, s. 673.1031. 4181 Tellers check, s. 673.1041. 4182 Unauthorized signature, s. 673.4031. 4183 Section 149.For the purpose of incorporating the amendment 4184 made by this act to section 678.1061, Florida Statutes, in a 4185 reference thereto, subsection (3) of section 678.5101, Florida 4186 Statutes, is reenacted to read: 4187 678.5101Rights of purchaser of security entitlement from 4188 entitlement holder. 4189 (3)In a case not covered by the priority rules in chapter 4190 679, a purchaser for value of a security entitlement, or an 4191 interest therein, who obtains control has priority over a 4192 purchaser of a security entitlement, or an interest therein, who 4193 does not obtain control. Except as otherwise provided in 4194 subsection (4), purchasers who have control rank according to 4195 priority in time of: 4196 (a)The purchasers becoming the person for whom the 4197 securities account, in which the security entitlement is 4198 carried, is maintained, if the purchaser obtained control under 4199 s. 678.1061(4)(a); 4200 (b)The securities intermediarys agreement to comply with 4201 the purchasers entitlement orders with respect to security 4202 entitlements carried or to be carried in the securities account 4203 in which the security entitlement is carried, if the purchaser 4204 obtained control under s. 678.1061(4)(b); or 4205 (c)If the purchaser obtained control through another 4206 person under s. 678.1061(4)(c), the time on which priority would 4207 be based under this subsection if the other person were the 4208 secured party. 4209 Section 150.For the purpose of incorporating the amendment 4210 made by this act to section 678.1061, Florida Statutes, in a 4211 reference thereto, subsection (1) of section 679.1061, Florida 4212 Statutes, is reenacted to read: 4213 679.1061Control of investment property. 4214 (1)A person has control of a certificated security, 4215 uncertificated security, or security entitlement as provided in 4216 s. 678.1061. 4217 Section 151.For the purpose of incorporating the amendment 4218 made by this act to section 679.2031, Florida Statutes, in a 4219 reference thereto, subsection (3) of section 674.2101, Florida 4220 Statutes, is reenacted to read: 4221 674.2101Security interest of collecting bank in items, 4222 accompanying documents, and proceeds. 4223 (3)Receipt by a collecting bank of a final settlement for 4224 an item is a realization on its security interest in the item, 4225 accompanying documents, and proceeds. So long as the bank does 4226 not receive final settlement for the item or give up possession 4227 of the item or possession or control of the accompanying or 4228 associated documents for purposes other than collection, the 4229 security interest continues to that extent and is subject to 4230 chapter 679, but: 4231 (a)No security agreement is necessary to make the security 4232 interest enforceable (s. 679.2031(2)(c)1.); 4233 (b)No filing is required to perfect the security interest; 4234 and 4235 (c)The security interest has priority over conflicting 4236 perfected security interests in the item, accompanying 4237 documents, or proceeds. 4238 Section 152.For the purpose of incorporating the amendment 4239 made by this act to section 679.2031, Florida Statutes, in a 4240 reference thereto, subsection (2) of section 675.1181, Florida 4241 Statutes, is reenacted to read: 4242 675.1181Security interest of issuer or nominated person. 4243 (2)As long as and to the extent that an issuer or 4244 nominated person has not been reimbursed or has not otherwise 4245 recovered the value given with respect to a security interest in 4246 a document under subsection (1), the security interest continues 4247 and is subject to chapter 679, but a security agreement is not 4248 necessary to make the security interest enforceable under s. 4249 679.2031(2)(c): 4250 (a)If the document is presented in a medium other than a 4251 written or other tangible medium, the security interest is 4252 perfected; and 4253 (b)If the document is presented in a written or other 4254 tangible medium and is not a certificated security, chattel 4255 paper, a document of title, an instrument, or a letter of 4256 credit, the security interest is perfected and has priority over 4257 a conflicting security interest in the document so long as the 4258 debtor does not have possession of the document. 4259 Section 153.For the purpose of incorporating the amendment 4260 made by this act to section 679.2031, Florida Statutes, in a 4261 reference thereto, section 679.1101, Florida Statutes, is 4262 reenacted to read: 4263 679.1101Security interests arising under chapter 672 or 4264 chapter 680.A security interest arising under s. 672.401, s. 4265 672.505, s. 672.711(3), or s. 680.508(5) is subject to this 4266 chapter. However, until the debtor obtains possession of the 4267 goods: 4268 (1)The security interest is enforceable, even if s. 4269 679.2031(2)(c) has not been satisfied; 4270 (2)Filing is not required to perfect the security 4271 interest; 4272 (3)The rights of the secured party after default by the 4273 debtor are governed by chapter 672 or chapter 680; and 4274 (4)The security interest has priority over a conflicting 4275 security interest created by the debtor. 4276 Section 154.For the purpose of incorporating the amendment 4277 made by this act to section 679.2031, Florida Statutes, in a 4278 reference thereto, subsection (2) of section 679.709, Florida 4279 Statutes, is reenacted to read: 4280 679.709Priority. 4281 (2)For purposes of s. 679.322(1), the priority of a 4282 security interest that becomes enforceable under s. 679.2031 of 4283 this act dates from the time this act takes effect if the 4284 security interest is perfected under this act by the filing of a 4285 financing statement before this act takes effect which would not 4286 have been effective to perfect the security interest under 4287 chapter 679, Florida Statutes 2000. This subsection does not 4288 apply to conflicting security interests each of which is 4289 perfected by the filing of such a financing statement. 4290 Section 155.For the purpose of incorporating the amendment 4291 made by this act to section 679.210, Florida Statutes, in a 4292 reference thereto, subsection (2) of section 679.602, Florida 4293 Statutes, is reenacted to read: 4294 679.602Waiver and variance of rights and duties.Except as 4295 otherwise provided in s. 679.624, to the extent that they give 4296 rights to a debtor or obligor and impose duties on a secured 4297 party, the debtor or obligor may not waive or vary the rules 4298 stated in the following listed sections: 4299 (2)Section 679.210, which deals with requests for an 4300 accounting and requests concerning a list of collateral and 4301 statement of account; 4302 Section 156.For the purpose of incorporating the amendment 4303 made by this act to section 679.3141, Florida Statutes, in a 4304 reference thereto, subsection (2) of section 679.329, Florida 4305 Statutes, is reenacted to read: 4306 679.329Priority of security interests in letter-of-credit 4307 right.The following rules govern priority among conflicting 4308 security interests in the same letter-of-credit right: 4309 (2)Security interests perfected by control under s. 4310 679.3141 rank according to priority in time of obtaining 4311 control. 4312 Section 157.For the purpose of incorporating the amendment 4313 made by this act to section 679.3161, Florida Statutes, in a 4314 reference thereto, subsection (3) of section 679.320, Florida 4315 Statutes, is reenacted to read: 4316 679.320Buyer of goods. 4317 (3)To the extent that it affects the priority of a 4318 security interest over a buyer of goods under subsection (2), 4319 the period of effectiveness of a filing made in the jurisdiction 4320 in which the seller is located is governed by s. 679.3161(1) and 4321 (2). 4322 Section 158.For the purpose of incorporating the amendment 4323 made by this act to section 679.3171, Florida Statutes, in a 4324 reference thereto, paragraph (b) of subsection (8) of section 4325 727.109, Florida Statutes, is reenacted to read: 4326 727.109Power of the court.The court shall have power to: 4327 (8)Hear and determine any of the following actions brought 4328 by the assignee, which she or he is empowered to maintain: 4329 (b)Determine the validity, priority, and extent of a lien 4330 or other interests in assets of the estate, or to subordinate or 4331 avoid an unperfected security interest pursuant to the 4332 assignees rights as a lien creditor under s. 679.3171. 4333 Section 159.For the purpose of incorporating the 4334 amendments made by this act to sections 679.3171 and 679.323, 4335 Florida Statutes, in references thereto, subsection (3) of 4336 section 680.307, Florida Statutes, is reenacted to read: 4337 680.307Priority of liens arising by attachment or levy on, 4338 security interests in, and other claims to goods. 4339 (3)Except as otherwise provided in ss. 679.3171, 679.321, 4340 and 679.323, a lessee takes a leasehold interest subject to a 4341 security interest held by a creditor or lessor. 4342 Section 160.For the purpose of incorporating the 4343 amendments made by this act to sections 678.1061, 679.3131, 4344 679.3141, and 679.323, Florida Statutes, in references thereto, 4345 subsections (2), (5), and (7) of section 679.328, Florida 4346 Statutes, are reenacted to read: 4347 679.328Priority of security interests in investment 4348 property.The following rules govern priority among conflicting 4349 security interests in the same investment property: 4350 (2)Except as otherwise provided in subsections (3) and 4351 (4), conflicting security interests held by secured parties each 4352 of which has control under s. 679.1061 rank according to 4353 priority in time of: 4354 (a)If the collateral is a security, obtaining control; 4355 (b)If the collateral is a security entitlement carried in 4356 a securities account and: 4357 1.If the secured party obtained control under s. 4358 678.1061(4)(a), the secured partys becoming the person for 4359 which the securities account is maintained; 4360 2.If the secured party obtained control under s. 4361 678.1061(4)(b), the securities intermediarys agreement to 4362 comply with the secured partys entitlement orders with respect 4363 to security entitlements carried or to be carried in the 4364 securities account; or 4365 3.If the secured party obtained control through another 4366 person under s. 678.1061(4)(c), the time on which priority would 4367 be based under this paragraph if the other person were the 4368 secured party; or 4369 (c)If the collateral is a commodity contract carried with 4370 a commodity intermediary, the satisfaction of the requirement 4371 for control specified in s. 679.1061(2)(b) with respect to 4372 commodity contracts carried or to be carried with the commodity 4373 intermediary. 4374 (5)A security interest in a certificated security in 4375 registered form which is perfected by taking delivery under s. 4376 679.3131(1) and not by control under s. 679.3141 has priority 4377 over a conflicting security interest perfected by a method other 4378 than control. 4379 (7)In all other cases, priority among conflicting security 4380 interests in investment property is governed by ss. 679.322 and 4381 679.323. 4382 Section 161.For the purpose of incorporating the 4383 amendments made by this act to sections 679.1041 and 679.3141, 4384 Florida Statutes, in references thereto, subsections (1) and (2) 4385 of section 679.327, Florida Statutes, are reenacted to read: 4386 679.327Priority of security interests in deposit account. 4387 The following rules govern priority among conflicting security 4388 interests in the same deposit account: 4389 (1)A security interest held by a secured party having 4390 control of the deposit account under s. 679.1041 has priority 4391 over a conflicting security interest held by a secured party 4392 that does not have control. 4393 (2)Except as otherwise provided in subsections (3) and 4394 (4), security interests perfected by control under s. 679.3141 4395 rank according to priority in time of obtaining control. 4396 Section 162.For the purpose of incorporating the 4397 amendments made by this act to sections 679.2031 and 679.4041, 4398 Florida Statutes, in a reference thereto, subsection (4) of 4399 section 679.1091, Florida Statutes, is reenacted to read: 4400 679.1091Scope. 4401 (4)This chapter does not apply to: 4402 (a)A landlords lien, other than an agricultural lien; 4403 (b)A lien, other than an agricultural lien, given by 4404 statute or other rule of law for services or materials, but s. 4405 679.333 applies with respect to priority of the lien; 4406 (c)An assignment of a claim for wages, salary, or other 4407 compensation of an employee; 4408 (d)A sale of accounts, chattel paper, payment intangibles, 4409 or promissory notes as part of a sale of the business out of 4410 which they arose; 4411 (e)An assignment of accounts, chattel paper, payment 4412 intangibles, or promissory notes which is for the purpose of 4413 collection only; 4414 (f)An assignment of a right to payment under a contract to 4415 an assignee that is also obligated to perform under the 4416 contract; 4417 (g)An assignment of a single account, payment intangible, 4418 or promissory note to an assignee in full or partial 4419 satisfaction of a preexisting indebtedness; 4420 (h)A transfer of an interest in or an assignment of a 4421 claim under a policy of insurance, other than an assignment by 4422 or to a health-care provider of a health-care-insurance 4423 receivable and any subsequent assignment of the right to 4424 payment, but ss. 679.3151 and 679.322 apply with respect to 4425 proceeds and priorities in proceeds; 4426 (i)An assignment of a right represented by a judgment, 4427 other than a judgment taken on a right to payment that was 4428 collateral; 4429 (j)A right of recoupment or set-off, but: 4430 1.Section 679.340 applies with respect to the 4431 effectiveness of rights of recoupment or set-off against deposit 4432 accounts; and 4433 2.Section 679.4041 applies with respect to defenses or 4434 claims of an account debtor; 4435 (k)The creation or transfer of an interest in or lien on 4436 real property, including a lease or rents thereunder, except to 4437 the extent that provision is made for: 4438 1.Liens on real property in ss. 679.2031 and 679.3081; 4439 2.Fixtures in s. 679.334; 4440 3.Fixture filings in ss. 679.5011, 679.5021, 679.512, 4441 679.516, and 679.519; and 4442 4.Security agreements covering personal and real property 4443 in s. 679.604; 4444 (l)An assignment of a claim arising in tort, other than a 4445 commercial tort claim, but ss. 679.3151 and 679.322 apply with 4446 respect to proceeds and priorities in proceeds; 4447 (m)An assignment of a deposit account, other than a 4448 nonnegotiable certificate of deposit, in a consumer transaction, 4449 but ss. 679.3151 and 679.322 apply with respect to proceeds and 4450 priorities in proceeds; 4451 (n)Any transfer by a government or governmental unit; or 4452 (o)A transfer or pledge of, or creation of a security 4453 interest in, any interest or right or portion of any interest or 4454 right in any storm-recovery property as defined in s. 366.8260. 4455 Section 163.For the purpose of incorporating the amendment 4456 made by this act to section 679.628, Florida Statutes, in a 4457 reference thereto, subsection (3) of section 679.626, Florida 4458 Statutes, is reenacted to read: 4459 679.626Action in which deficiency or surplus is in issue. 4460 In an action arising from a transaction in which the amount of a 4461 deficiency or surplus is in issue, the following rules apply: 4462 (3)Except as otherwise provided in s. 679.628, if a 4463 secured party fails to prove that the collection, enforcement, 4464 disposition, or acceptance was conducted in accordance with the 4465 provisions of this part relating to collection, enforcement, 4466 disposition, or acceptance, the liability of a debtor or a 4467 secondary obligor for a deficiency is limited to an amount by 4468 which the sum of the secured obligation, reasonable expenses, 4469 and, to the extent provided for by agreement and not prohibited 4470 by law, attorneys fees exceeds the greater of: 4471 (a)The proceeds of the collection, enforcement, 4472 disposition, or acceptance; or 4473 (b)The amount of proceeds that would have been realized 4474 had the noncomplying secured party proceeded in accordance with 4475 the provisions of this part relating to collection, enforcement, 4476 disposition, or acceptance. 4477 Section 164.This act shall take effect July 1, 2025.