| 1 | 1 | | 1.1 A bill for an act |
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| 2 | 2 | | 1.2 relating to commerce; defining "central bank digital currency" and revising the |
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| 3 | 3 | | 1.3 definition of "money" for purposes of the Uniform Commercial Code; amending |
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| 4 | 4 | | 1.4 Minnesota Statutes 2024, section 336.1-201. |
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| 5 | 5 | | 1.5BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: |
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| 6 | 6 | | 1.6 Section 1. Minnesota Statutes 2024, section 336.1-201, is amended to read: |
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| 7 | 7 | | 1.7 336.1-201 GENERAL DEFINITIONS. |
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| 8 | 8 | | 1.8 (a) Unless the context otherwise requires, words or phrases defined in this section, or |
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| 9 | 9 | | 1.9in the additional definitions contained in other articles of the Uniform Commercial Code |
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| 10 | 10 | | 1.10that apply to particular articles or parts thereof, have the meanings stated. |
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| 11 | 11 | | 1.11 (b) Subject to definitions contained in other articles of the Uniform Commercial Code |
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| 12 | 12 | | 1.12that apply to particular articles or parts thereof: |
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| 13 | 13 | | 1.13 (1) "Action," in the sense of a judicial proceeding, includes recoupment, counterclaim, |
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| 14 | 14 | | 1.14setoff, suit in equity, and any other proceeding in which rights are determined. |
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| 15 | 15 | | 1.15 (2) "Aggrieved party" means a party entitled to pursue a remedy. |
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| 16 | 16 | | 1.16 (3) "Agreement," as distinguished from "contract," means the bargain of the parties in |
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| 17 | 17 | | 1.17fact, as found in their language or inferred from other circumstances, including course of |
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| 18 | 18 | | 1.18performance, course of dealing, or usage of trade as provided in section 336.1-303. |
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| 19 | 19 | | 1.19 (4) "Bank" means a person engaged in the business of banking and includes a savings |
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| 20 | 20 | | 1.20bank, savings and loan association, credit union, and trust company. |
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| 21 | 21 | | 1Section 1. |
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| 22 | 22 | | REVISOR RSI/AC 25-0537504/23/25 |
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| 23 | 23 | | State of Minnesota |
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| 24 | 24 | | This Document can be made available |
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| 25 | 25 | | in alternative formats upon request |
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| 26 | 26 | | HOUSE OF REPRESENTATIVES |
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| 27 | 27 | | H. F. No. 3253 |
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| 28 | 28 | | NINETY-FOURTH SESSION |
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| 29 | 29 | | Authored by Engen, Dippel, Gordon and Lawrence04/28/2025 |
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| 30 | 30 | | The bill was read for the first time and referred to the Committee on Commerce Finance and Policy 2.1 (5) "Bearer" means a person in control of a negotiable electronic document of title or a |
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| 31 | 31 | | 2.2person in possession of a negotiable instrument, negotiable tangible document of title, or |
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| 32 | 32 | | 2.3certificated security that is payable to bearer or indorsed in blank. |
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| 33 | 33 | | 2.4 (6) "Bill of lading" means a document of title evidencing the receipt of goods for shipment |
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| 34 | 34 | | 2.5issued by a person engaged in the business of directly or indirectly transporting or forwarding |
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| 35 | 35 | | 2.6goods. The term does not include a warehouse receipt. |
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| 36 | 36 | | 2.7 (7) "Branch" includes a separately incorporated foreign branch of a bank. |
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| 37 | 37 | | 2.8 (8) "Burden of establishing" a fact means the burden of persuading the trier of fact that |
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| 38 | 38 | | 2.9the existence of the fact is more probable than its nonexistence. |
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| 39 | 39 | | 2.10 (9) "Buyer in ordinary course of business" means a person that buys goods in good faith, |
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| 40 | 40 | | 2.11without knowledge that the sale violates the rights of another person in the goods, and in |
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| 41 | 41 | | 2.12the ordinary course from a person, other than a pawnbroker, in the business of selling goods |
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| 42 | 42 | | 2.13of that kind. A person buys goods in the ordinary course if the sale to the person comports |
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| 43 | 43 | | 2.14with the usual or customary practices in the kind of business in which the seller is engaged |
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| 44 | 44 | | 2.15or with the seller's own usual or customary practices. A person that sells oil, gas, or other |
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| 45 | 45 | | 2.16minerals at the wellhead or minehead is a person in the business of selling goods of that |
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| 46 | 46 | | 2.17kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, |
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| 47 | 47 | | 2.18or on secured or unsecured credit, and may acquire goods or documents of title under a |
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| 48 | 48 | | 2.19preexisting contract for sale. Only a buyer that takes possession of the goods or has a right |
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| 49 | 49 | | 2.20to recover the goods from the seller under article 2 may be a buyer in ordinary course of |
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| 50 | 50 | | 2.21business. "Buyer in ordinary course of business" does not include a person that acquires |
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| 51 | 51 | | 2.22goods in a transfer in bulk or as security for or in total or partial satisfaction of a money |
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| 52 | 52 | | 2.23debt. |
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| 53 | 53 | | 2.24 (10) "Conspicuous," with reference to a term, means so written, displayed, or presented |
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| 54 | 54 | | 2.25that, based on the totality of circumstances, a reasonable person against which it is to operate |
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| 55 | 55 | | 2.26ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court. |
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| 56 | 56 | | 2.27 (11) "Consumer" means an individual who enters into a transaction primarily for personal, |
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| 57 | 57 | | 2.28family, or household purposes. |
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| 58 | 58 | | 2.29 (12) "Contract," as distinguished from "agreement," means the total legal obligation that |
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| 59 | 59 | | 2.30results from the parties' agreement as determined by the Uniform Commercial Code as |
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| 60 | 60 | | 2.31supplemented by any other applicable laws. |
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| 61 | 61 | | 2.32 (13) "Creditor" includes a general creditor, a secured creditor, a lien creditor, and any |
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| 62 | 62 | | 2.33representative of creditors, including an assignee for the benefit of creditors, a trustee in |
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| 63 | 63 | | 2Section 1. |
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| 64 | 64 | | REVISOR RSI/AC 25-0537504/23/25 3.1bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's |
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| 65 | 65 | | 3.2or assignor's estate. |
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| 66 | 66 | | 3.3 (14) "Defendant" includes a person in the position of defendant in a counterclaim, |
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| 67 | 67 | | 3.4cross-claim, or third-party claim. |
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| 68 | 68 | | 3.5 (15) "Delivery," with respect to an electronic document of title means voluntary transfer |
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| 69 | 69 | | 3.6of control and, with respect to an instrument, a tangible document of title, or an authoritative |
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| 70 | 70 | | 3.7tangible copy of a record evidencing chattel paper, means voluntary transfer of possession. |
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| 71 | 71 | | 3.8 (16) "Document of title" means a record (i) that in the regular course of business or |
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| 72 | 72 | | 3.9financing is treated as adequately evidencing that the person in possession or control of the |
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| 73 | 73 | | 3.10record is entitled to receive, control, hold, and dispose of the record and the goods the record |
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| 74 | 74 | | 3.11covers, and (ii) that purports to be issued by or addressed to a bailee and to cover goods in |
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| 75 | 75 | | 3.12the bailee's possession which are either identified or are fungible portions of an identified |
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| 76 | 76 | | 3.13mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, |
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| 77 | 77 | | 3.14warehouse receipt, and order for delivery of goods. An electronic document of title means |
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| 78 | 78 | | 3.15a document of title evidenced by a record consisting of information stored in an electronic |
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| 79 | 79 | | 3.16medium. A tangible document of title means a document of title evidenced by a record |
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| 80 | 80 | | 3.17consisting of information that is inscribed on a tangible medium. |
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| 81 | 81 | | 3.18 (16A) "Electronic" means relating to technology having electrical, digital, magnetic, |
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| 82 | 82 | | 3.19wireless, optical, electromagnetic, or similar capabilities. |
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| 83 | 83 | | 3.20 (17) "Fault" means a default, breach, or wrongful act or omission. |
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| 84 | 84 | | 3.21 (18) "Fungible goods" means: |
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| 85 | 85 | | 3.22 (A) goods of which any unit, by nature or usage of trade, is the equivalent of any other |
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| 86 | 86 | | 3.23like unit; or |
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| 87 | 87 | | 3.24 (B) goods that by agreement are treated as equivalent. |
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| 88 | 88 | | 3.25 (19) "Genuine" means free of forgery or counterfeiting. |
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| 89 | 89 | | 3.26 (20) "Good faith," except as otherwise provided in article 5, means honesty in fact and |
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| 90 | 90 | | 3.27the observance of reasonable commercial standards of fair dealing. |
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| 91 | 91 | | 3.28 (21) "Holder" means: |
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| 92 | 92 | | 3.29 (A) the person in possession of a negotiable instrument that is payable either to bearer |
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| 93 | 93 | | 3.30or to an identified person that is the person in possession; |
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| 94 | 94 | | 3.31 (B) the person in possession of a negotiable tangible document of title if the goods are |
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| 95 | 95 | | 3.32deliverable either to bearer or to the order of the person in possession; or |
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| 96 | 96 | | 3Section 1. |
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| 97 | 97 | | REVISOR RSI/AC 25-0537504/23/25 4.1 (C) the person in control, other than pursuant to section 336.7-106(g), of a negotiable |
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| 98 | 98 | | 4.2electronic document of title. |
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| 99 | 99 | | 4.3 (22) "Insolvency proceeding" includes an assignment for the benefit of creditors or other |
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| 100 | 100 | | 4.4proceeding intended to liquidate or rehabilitate the estate of the person involved. |
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| 101 | 101 | | 4.5 (23) "Insolvent" means: |
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| 102 | 102 | | 4.6 (A) having generally ceased to pay debts in the ordinary course of business other than |
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| 103 | 103 | | 4.7as a result of bona fide dispute; |
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| 104 | 104 | | 4.8 (B) being unable to pay debts as they become due; or |
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| 105 | 105 | | 4.9 (C) being insolvent within the meaning of federal bankruptcy law. |
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| 106 | 106 | | 4.10 (24) "Money" means a medium of exchange that is currently authorized or adopted by |
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| 107 | 107 | | 4.11a domestic or foreign government. The term includes a monetary unit of account established |
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| 108 | 108 | | 4.12by an intergovernmental organization or by agreement between two or more countries. The |
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| 109 | 109 | | 4.13term does not include an electronic record that is a medium of exchange recorded and |
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| 110 | 110 | | 4.14transferable in a system that existed and operated for the medium of exchange before the |
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| 111 | 111 | | 4.15medium of exchange was authorized or adopted by the government. The term does not |
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| 112 | 112 | | 4.16include a central bank digital currency. |
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| 113 | 113 | | 4.17 (25) "Organization" means a person other than an individual. |
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| 114 | 114 | | 4.18 (26) "Party," as distinguished from "third party," means a person that has engaged in a |
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| 115 | 115 | | 4.19transaction or made an agreement subject to the Uniform Commercial Code. |
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| 116 | 116 | | 4.20 (27) "Person" means an individual, corporation, business trust, estate, trust, partnership, |
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| 117 | 117 | | 4.21limited liability company, association, joint venture, government, governmental subdivision, |
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| 118 | 118 | | 4.22agency, or instrumentality, or any other legal or commercial entity. The term includes a |
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| 119 | 119 | | 4.23protected series, however denominated, of an entity if the protected series is established |
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| 120 | 120 | | 4.24under law other than this chapter that limits, or limits if conditions specified under the law |
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| 121 | 121 | | 4.25are satisfied, the ability of a creditor of the entity or of any other protected series of the |
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| 122 | 122 | | 4.26entity to satisfy a claim from assets of the protected series. |
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| 123 | 123 | | 4.27 (28) "Present value" means the amount as of a date certain of one or more sums payable |
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| 124 | 124 | | 4.28in the future, discounted to the date certain by use of either an interest rate specified by the |
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| 125 | 125 | | 4.29parties if that rate is not manifestly unreasonable at the time the transaction is entered into |
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| 126 | 126 | | 4.30or, if an interest rate is not so specified, a commercially reasonable rate that takes into |
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| 127 | 127 | | 4.31account the facts and circumstances at the time the transaction is entered into. |
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| 128 | 128 | | 4Section 1. |
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| 129 | 129 | | REVISOR RSI/AC 25-0537504/23/25 5.1 (29) "Purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge, |
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| 130 | 130 | | 5.2lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an |
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| 131 | 131 | | 5.3interest in property. |
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| 132 | 132 | | 5.4 (30) "Purchaser" means a person that takes by purchase. |
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| 133 | 133 | | 5.5 (31) "Record" means information that is inscribed on a tangible medium or that is stored |
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| 134 | 134 | | 5.6in an electronic or other medium and is retrievable in perceivable form. |
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| 135 | 135 | | 5.7 (32) "Remedy" means any remedial right to which an aggrieved party is entitled with |
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| 136 | 136 | | 5.8or without resort to a tribunal. |
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| 137 | 137 | | 5.9 (33) "Representative" means a person empowered to act for another, including an agent, |
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| 138 | 138 | | 5.10an officer of a corporation or association, and a trustee, executor, or administrator of an |
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| 139 | 139 | | 5.11estate. |
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| 140 | 140 | | 5.12 (34) "Right" includes remedy. |
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| 141 | 141 | | 5.13 (35) "Security interest" means an interest in personal property or fixtures which secures |
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| 142 | 142 | | 5.14payment or performance of an obligation. "Security interest" includes any interest of a |
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| 143 | 143 | | 5.15consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory |
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| 144 | 144 | | 5.16note in a transaction that is subject to article 9. "Security interest" does not include the |
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| 145 | 145 | | 5.17special property interest of a buyer of goods on identification of those goods to a contract |
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| 146 | 146 | | 5.18for sale under section 336.2-401, but a buyer may also acquire a "security interest" by |
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| 147 | 147 | | 5.19complying with article 9. Except as otherwise provided in section 336.2-505, the right of a |
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| 148 | 148 | | 5.20seller or lessor of goods under article 2 or 2A to retain or acquire possession of the goods |
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| 149 | 149 | | 5.21is not a "security interest," but a seller or lessor may also acquire a "security interest" by |
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| 150 | 150 | | 5.22complying with article 9. The retention or reservation of title by a seller of goods |
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| 151 | 151 | | 5.23notwithstanding shipment or delivery to the buyer under section 336.2-401 is limited in |
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| 152 | 152 | | 5.24effect to a reservation of a "security interest." Whether a transaction in the form of a lease |
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| 153 | 153 | | 5.25creates a "security interest" is determined pursuant to section 336.1-203. |
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| 154 | 154 | | 5.26 (36) "Send," in connection with a record or notification, means: |
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| 155 | 155 | | 5.27 (A) to deposit in the mail, deliver for transmission, or transmit by any other usual means |
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| 156 | 156 | | 5.28of communication, with postage or cost or transmission provided for, addressed to any |
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| 157 | 157 | | 5.29address reasonable under the circumstances; or |
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| 158 | 158 | | 5.30 (B) to cause the record or notification to be received within the time it would have been |
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| 159 | 159 | | 5.31received if properly sent under subparagraph (A). |
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| 160 | 160 | | 5.32 (37) "Sign" means, with present intent to authenticate or adopt a record: |
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| 161 | 161 | | 5Section 1. |
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| 162 | 162 | | REVISOR RSI/AC 25-0537504/23/25 6.1 (A) execute or adopt a tangible symbol; or |
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| 163 | 163 | | 6.2 (B) attach to or logically associate with the record an electronic symbol, sound, or |
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| 164 | 164 | | 6.3process. |
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| 165 | 165 | | 6.4"Signed," "signing," and "signature" have corresponding meanings. |
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| 166 | 166 | | 6.5 (38) "State" means a state of the United States, the District of Columbia, Puerto Rico, |
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| 167 | 167 | | 6.6the United States Virgin Islands, or any territory or insular possession subject to the |
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| 168 | 168 | | 6.7jurisdiction of the United States. |
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| 169 | 169 | | 6.8 (39) "Surety" includes a guarantor or other secondary obligor. |
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| 170 | 170 | | 6.9 (40) "Term" means a portion of an agreement that relates to a particular matter. |
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| 171 | 171 | | 6.10 (41) "Unauthorized signature" means a signature made without actual, implied, or |
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| 172 | 172 | | 6.11apparent authority. The term includes a forgery. |
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| 173 | 173 | | 6.12 (42) "Warehouse receipt" means a document of title issued by a person engaged in the |
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| 174 | 174 | | 6.13business of storing goods for hire. |
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| 175 | 175 | | 6.14 (43) "Writing" includes printing, typewriting, or any other intentional reduction to |
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| 176 | 176 | | 6.15tangible form. "Written" has a corresponding meaning. |
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| 177 | 177 | | 6.16 (44) "Central bank digital currency" means an electronic currency, an electronic medium |
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| 178 | 178 | | 6.17of exchange, or an electronic monetary unit of account issued by the United States Federal |
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| 179 | 179 | | 6.18Reserve System, a federal agency, a foreign government, a foreign central bank, or a foreign |
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| 180 | 180 | | 6.19reserve system that is made directly available to a consumer by an issuing entity. The term |
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| 181 | 181 | | 6.20includes an electronic currency, an electronic medium of exchange, or an electronic monetary |
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| 182 | 182 | | 6.21unit of account issued by the United States Federal Reserve System, a federal agency, a |
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| 183 | 183 | | 6.22foreign government, a foreign central bank, or a foreign reserve system that is processed or |
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| 184 | 184 | | 6.23validated directly by an issuing entity. |
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| 185 | 185 | | 6Section 1. |
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| 186 | 186 | | REVISOR RSI/AC 25-0537504/23/25 |
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