UCC-title I and VII revisions.

ORIGINAL
House
Bill No
.
HB0064

ENROLLED ACT NO. 80,

HOUSE OF REPRESENTATIVES

SIXTY-THIRD LEGISLATURE OF THE STATE OF WYOMING
2015 General Session

AN ACT relating to the Uniform Commercial Code; adopting uniform revisions to the article relating to general provisions and the article relating to warehouse receipts, bills of lading and other documents; conforming related provisions; repealing nonconforming statutes; and providing for an effective date.

Be It Enacted by the Legislature of the State of Wyoming:

Section
1
.

W.
S. 34.1
‑
1
‑
101 through
34.1
‑
1
‑
109 and 34.1
‑
1
‑
201 through
34.1
‑
1
‑
209

are repealed and recreated
as 34.1
‑
1
‑
101 through
34.1
‑
1
‑
108, 34.1
‑
1
‑
201 through 34.1
‑
1
‑
206 and 34.1
‑
1
‑
301 through
34.1
‑
1
‑
310

to read:

REVISED ARTICLE 1
GENERAL PROVISIONS

PART 1.

SHORT TITLE, CONSTRUCTION, APPLICATION
AND SUBJECT MATTER OF THE ACT

34.1
‑
1
‑
101
.

Short titles.

(a)

This act may be cited as the Uniform Commercial Code.

(b)

This article may be cited as Uniform Commercial Code – General Provisions.

34.1
‑
1
‑
102
.

Scope of article.

This article applies to a transaction to the extent that it is governed by another article of
this act.

34.1
‑
1
‑
103
.

Construction of this act to promote its purposes and policies; applicability to supplemental principles of law.

(a)

This act
shall
be liberally construed and applied to promote its underlying purposes and policies, which are:

(
i
)

T
o simplify, clarify, and modernize the law governing commercial transactions;

(ii
)

T
o permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and

(iii
)

T
o make uniform the law among the various jurisdictions.

(b)

Unless displaced by the particular provisions of
this act
, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress
, coercion, mistake, bankruptcy
,
and other validating or invalidating cause supplement its provisions.

34.1
‑
1
‑
104
.

Construction against implied repeal.

This act
being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such constru
ction can reasonably be avoided.

34.1
‑
1
‑
105
.

Severability.

If any provision or clause of
this act
or its application to any person or circumstance is held invalid, the
invalidity does not affect other provisions or applications of
this act
which can be given effect without the invalid provision or application, and to this end the provisions of
this act
are severable.

34.1
‑
1
‑
106
.

Use of singular and plural; gender.

(a)

In
this act
, unless the statutory context otherwise requires:

(
i
)

W
ords in the singular number include the plural, and those in the plural include the singular; and

(ii)

W
ords of any gender also refer to any other gender.

34.1
‑
1
‑
107
.

Section captions.

Section captions are part of
this act.

34.1
‑
1
‑
108
.

Relation to electronic signatures in global and national commerce act.

This article modifies, limits
,
and supersedes the federal Electronic Signatures in Global and National Commerce Act,
15 U.S.C. Section 7001 et seq.,
except that nothing i
n this article modifies, limits
,
or supe
rsedes Section 7001(c) of that a
ct or authorizes electronic delivery of any of the notices described in Section 700
3(b) of that a
ct.

PART 2
.

GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION

34.1
‑
1
‑
201
.

General definitions.

(a)

Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of
this act
that apply to particular articles or parts thereof, have the meanings stated.

(b)

Subject to definitions contained in other articles of
this act
that apply to particular articles or parts thereof:

(
i
)

"
Action
,
"
in the sense of a judicial proceeding, includes recoupment, counterclaim, set
‑
off, suit in equity
,
and any other proceeding i
n which rights are determined;

(ii
)

"
Aggrieved party
"
means a pa
rty entitled to pursue a remedy;

(iii
)

"
Agreement
,
"
as distinguished from
"
contract
,
"
means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course
of dealing
,
or usage of trade as provided in
W.S. 34.1
‑
1
‑
303
;

(iv
)

"
Bank
"
means a person engaged in the business of banking and includes a savings bank, savings and
loan association, credit union
,
and trust co
mpany;

(v
)

"
Bearer
"
means
a person in control of a negotiable electronic document of title or
a person in possession of a negotiable instrument,
negotiable tangible
document of title
,
or certificated security that is payable
to bearer or e
ndorsed in blank;

(vi
)

"
Bill of lading
"
means a document
of title
evidencing the receipt of goods for shipment issued by a person engaged in the business of
directly or indirectly
t
ransporting or forwarding goods
. The term does not include a warehouse receipt
;

(vii
)

"
Branch
"
includes a separately incorp
orated foreign branch of a bank;

(viii
)

"
Burden of establishing
"
a fact means the burden of persuading the trier of fact that the existence of the fact is more
probable than its nonexistence;

(ix
)

"
Buyer in ordinary course of business
"
means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller
'
s own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or
minehead
is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash
, by exchange of other property
,
or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover t
he goods from the seller under a
rticle 2 may be a buyer in ordinary course of business.
"
Buyer in ordinary course of business
"
does not include a person that acquires goods in a transfer in bulk or as security for or in total or parti
al satisfaction of a money debt;

(x
)

"
Conspicuous
,
"
with reference to a te
rm, means so written, displayed
,
or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is
"
conspicuous
"
or not is a decision for the court. Conspicuous terms include the following:

(A)

A
heading in capitals equal to or greater in size than the surrounding tex
t, or in contrasting type, font
,
or color to the surrounding text of the same or lesser size; and

(B)

L
anguage in the body of a record or display in larger type than the surrounding tex
t, or in contrasting type, font
,
or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that
call attention to the language.

(xi
)

"
Consumer
"
means an individual who enters into a transaction
primarily for personal, family
,
or household purposes
;

(xii
)

"
Contract
,
"
as distinguished from
"
agreement
,
"
means the total legal obligation that results from the parties
'
agreement as determined by
this act
as supplement
ed by any other applicable laws;

(xiii
)

"
Creditor
"
includes a general creditor, a se
cured creditor, a lien creditor
,
and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a rec
eiver in equity
,
and an executor or administrator of an insolven
t debtor
'
s or assignor
'
s estate;

(xiv
)

"
Defendant
"
includes a person in the position of defendant in a counterclaim, cr
oss
‑
claim
,
or third
‑
party claim;

(xv
)

"
Delivery
,
"
with respect
to an electronic document of title means voluntary transfer of control and with respect
to an instrument,
a
tangible
document of title, or chattel paper, means v
oluntary transfer of possession;

(xvi
)

"
Document of title
"

means a record:

(A)

That i
n the regular course of business or financing is treated as adequately evidencing that the person in possession
or control of the record
is entitled to receive,
control, hold
and dispose of the
record
and the goods
the record covers
;
and

(B)

That p
urports to be issued by or addressed to a
bailee
and to cover goods in the
bailee
'
s
possession which are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt and order for delivery of goods. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium
.

(xvii)

"
Fault
"
means a default, brea
ch
,
or wrongful act or omission;

(xviii
)

"
Fungible goods
"
means:

(A)

G
oods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or

(B)

G
oods that by agree
ment are treated as equivalent.

(xix
)

"
Genuine
"
means fr
ee of forgery or counterfeiting;

(xx
)

"
Good faith,"
e
xcept as otherwise provided in a
rticle 5, means honesty in fact and the observance of reasonable comme
rcial standards of fair dealing;

(xxi
)

"
Holder
"
means:

(A)

T
he person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in posse
ssion;

(B)

T
he person in possession of a
negotiable tangible
document of title if the goods are deliverable either to bearer or to the or
der of the person in possession
; or

(C)

The
person in control of a negotiab
le electronic document of title.

(xxii
)

"
Insolvency proceeding
"
includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate th
e estate of the person involved;

(xxiii
)

"
Insolvent
"
means:

(A)

H
aving generally ceased to pay debts in the ordinary course of business other than as a result of
a
bona fide dispute;

(B)

B
eing unable to pay debts as they become due; or

(C)

B
eing insolvent within the meaning of federal ba
nkruptcy law.

(xxiv
)

"
Money
"
means a medium of exchange currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two
(2)
or mor
e countries;

(xxv
)

"
Organization
"
means a
person other than an individual;

(xxvi
)

"
Party
,
"
as distinguished from
"
third party
,
"
means a person that has engaged in a transaction or made an agreement subject to
this act;

(xxvii
)

"
Person
"
means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, gove
rnmental subdivision, agency,
inst
rumentality, public corporation
,
or any other legal
or commercial entity;

(xxviii
)

"
Present value
"
means the amount as of a date certain of one
(1)
or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is
entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time
the transaction is entered into;

(xxix
)

"
Purchase
"
means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security i
nterest, issue or reissue, gift
,
or any other voluntary transaction c
reating an interest in property;

(xxx
)

"
Purchaser
"
means
a person that takes by purchase;

(xxxi
)

"
Record
"
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form;

(xxxii
)

"
Remedy
"
means any remedial right to which an aggrieved party is entitled with or without resort to a
tribunal;

(xxxiii
)

"
Representative
"
means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor
,
or administrator of an estate;

(xxxiv)

"
Right
"
includes remedy;

(xxxv
)

"
Security interest
"
means an interest in personal property or fixtures which secures payment or performance of an obligation. Security interest includes any interest of a consignor and a buyer of accounts, chat
tel paper, a payment intangible
or a promissory note in a
transaction that is subject to a
rticle 9. Security
interest does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under
W.S. 34.1
‑
2
‑
401
, but a buyer may also acquire a security interest
by complying with a
rticle 9. Except as otherwise provided in
W.S. 34.1
‑
2
‑
505
, the right of a s
eller or lessor of goods under a
rticle 2 or 2A to retain or acquire possession of the goods is not a security interest, but a seller or lessor may also acquire a security interest
by complying with a
rticle 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under
W.S. 34.1
‑
2
‑
401
is limited in effect to a reservation of a security interest. Whether a transaction in the form of a lease creates a security interest is determined pursuant to
W.S. 34.1
‑
1
‑
203;

(xxxvi
)

"
Send
"
in co
nnection with a writing, record
,
or notice means:

(A)

T
o deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specif
ied thereon or otherwise agreed
or
,
if there be none
,
to any address reasonable under the circumstances; or

(B)

I
n any other way to cause to be received any record or notice within the time it woul
d have arrived if properly sent.

(xxxvii
)

"
Signed
"
includes using any symbol executed or adopted with present intenti
on to adopt or accept
a writing
;

(xxxviii
)

"
State
"
means a s
tate of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the ju
risdiction of the United States;

(xxxix
)

"
Surety
"
includes a guarantor or other
secondary obligor;

(xl
)

"
Term
"
means a portion of an agreement that
relates to a particular matter;

(xl
i
)

"
Unauthorized signature
"
means a signature made without actual, implied, or apparent authorit
y. The term includes a forgery;

(xl
ii
)

"
Warehouse receipt
"
means a
document of title
issued by a person engaged in the bus
iness of storing goods for hire;

(xl
iii
)

"
Writing
"
includes printing, typewriting
,
or any other intentional reduction to tangible form.
"
Writt
en
"
has a corresponding meaning
.

34.1
‑
1
‑
202
.

Notice; knowledge.

(a)

Subject to subsection (f)
of this section
, a person has
"
notice
"
of a fact if the person:

(
i
)

H
as actual knowledge of it;

(i
i
)

H
as received a notice or notification of it; or

(ii
i
)

F
rom all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

(b)

"
Knowledge
"
means actual knowledge.
"
Knows
"
has a corresponding meaning.

(c)

"
Discover
,
"

"
learn
,
"
or words of similar import refer to knowledge rather than to reason to know.

(d)

A person
"
notifies
"
or
"
gives
"
a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.

(e)

Subject to subsection (f)
of this section
, a person
"
receives
"
a notice or notification when:

(
i
)

I
t comes to that person
'
s attention
; or

(ii)

I
t is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.

(f)

Notice, knowledge
,
or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual
'
s attention if the organization had exercised due diligence.
An organization exercises due diligence if it maintains reasonable routines for communicating
significant information to the person conducting the transaction and there is reasonable compliance with the routines.
Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual
'
s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

34.1
‑
1
‑
203
.

Lease distinguished from security interest.

(a)

Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.

(b)

A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subje
ct to termination by the lessee
and:

(
i
)

T
he original term of the lease is equal to or greater than the remaining economic life of the goods;

(ii)

T
he lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;

(iii)

T
he lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement; or

(iv
)

T
he
lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement.

(c)

A transaction in the form of a lease does not create a security interest merely because:

(
i
)

T
he present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;

(ii)

T
he lessee assumes risk of loss of the goods;

(iii)

T
he lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording, or registration fees, or service or maintenance costs;

(iv)

T
he
lessee has an option to renew the lease or to become the owner of the goods;

(v)

T
he lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or

(vi)

T
he
lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

(d)

Additional consideration is nominal if it is less than the lessee
'
s reasonably predictable cost of performing under the lease agreement if the option is not exercised. Additional consideration is not nominal if:

(
i
)

W
hen the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or

(ii)

W
hen the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

(e)

The
"
remaining economic life of the goods
"
and
"
reasonably predictable
"
fair
market rent, fair market value
,
or cost of performing under the lease agreement
shall
be determined with reference to the facts and circumstances at the time the transaction is entered into.

34.1
‑
1
‑
204
.

Value.

(a)

E
xcept as otherwise provided in a
rticles 3
, 4 and
5
of this title
,
a person gives value for rights if the person acquires them:

(
i
)

I
n return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge
‑
back is provided for in the event of difficulties in collection;

(ii)

A
s security for, or in total or partial satisfaction of, a preexisting
claim
;

(iii)

B
y accepting delivery under a preexisting contract for purchase; or

(iv)

I
n return for
any consideration sufficient to support a simple contract.

34.1
‑
1
‑
205
.

Reasonable time; seasonableness
.

(a)

Whether a time for taking an action required by
this act
is reasonable
depends on the nature, purpose
,
and circumstances of the action.

(b)

An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

34.1
‑
1
‑
206
.

Presumptions.

Whenever
this act
creates a
"
presumption
"
with respect to a fact, or provides that a fact is
"
presumed
,
"
the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.

PART 3
.

TERRITORIAL APPLICABILITY AND GENERAL RULES

34.1
‑
1
‑
301
.

Territorial a
pplicability; parties
'
power to choose applicable law.

(a)

Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may
agree that the law either of this state or of such other state or nation shall govern their rights and duties.

(b)

In the absence of an agreement effective under subsection (a)
of this section
, and except as provided in subsection (c)
of this section
,
this act
applies to transactions bearing an appropriate relation to this state.

(c)

If one
(1)
of the following provisions of
this act
specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:

(
i
)

W.S.
34.1
‑
2
‑
402
;

(ii
)

W.S.
34.1
‑
2.A
‑
1
0
5 and 34.1
‑
2.A
‑
106
;

(iii
)

W.S.
34.1
‑
4
‑
102
;

(iv
)

W.S
34.1
‑
4.A
‑
507
;

(v
)

W.S.
34.1
‑
5
‑
116
;

(vi
)

Reserved
;

(vii
)

W.S.
34.1
‑
8
‑
110
;

(viii
)

W.S.
34.1
‑
9
‑
301 through 34.1
‑
9
‑
307
.

34.1
‑
1
‑
302
.

Variation by agreement.

(a)

Except as otherwise provided in subsection (b)
of this section
or elsewhere in
this act,
the effect of provisions of
this act
may be varied by agreement.

(b)

The obligations of good faith, diligence, reasonableness, and care prescribed by
this act
may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever
this act
requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c)

The presence in certain provisions of
this act
of the phrase
"
unless otherwise agreed
,
"
or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.

34.1
‑
1
‑
303
.

Course of performance;
course of dealing
;
usage of trade.

(a)

A
"
course of performance
"
is a sequence of conduct between the parties to a particular transaction that exists if:

(
i
)

T
he agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

(ii)

T
he other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

(b)

A
"
course of dealing
"
is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(c)

A
"
usage of trade
"
is any practice or method of dealing having such regularity of
observance in a place, vocation
,
or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existenc
e and scope of such a usage shall
be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.

(d)

A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties
'
agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

(e)

Except as otherwise provided in subsection (f)
of this section
, the express terms of an agreement and any applicable course of
performance, course of dealing
,
or usage of trade
shall
be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:

(
i
)

E
xpress terms prevail over course of
performance, course of dealing
,
and usage of trade;

(ii
)

C
ourse of performance prevails over course of dealing and usage of trade; and

(iii)

C
ourse of dealing prevails over usage of trade.

(f)

Subject to

W.S. 34.1
‑
2
‑
209
, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(g)

Evidence of a relevant usage of trade offered by one
(1)
party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.

34.1
‑
1
‑
304
.

Obligation of good faith.

Every contract or duty within
this act
imposes an obligation of good faith in its performance and enforcement.

34.1
‑
1
‑
305
.

Remedies to be liberally administered.

(a)

The remedies provided by
this act

shall
be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in
this act
or by other rule of law.

(b)

Any right or obligation declared by
this act
is enforceable by action unless the provision declaring it specifies a different and limited effect.

34.1
‑
1
‑
306
.

Waiver or renunciation of claim or right after breach.

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.

34.1
‑
1
‑
307
.

Prima facie evidence by third
‑
party documents.

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official
weigher
'
s
or inspector
'
s certificate, con
sular invoice
,
or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.

34.1
‑
1
‑
308
.

Performance or acceptance under reservation of rights.

(a)

A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as
"
without prejudice
,"

"
under protest,"
or the like are sufficient.

(b)

Subsection (a)
of this section
does not apply to an accord and satisfaction.

34.1
‑
1
‑
309
.

Option to accelerate at will.

A term providing that one
(1)
party or that party
'
s successor in interest may accelerate payment or performance or require collateral or additional collateral
"
at will
"
or when the party
"
deems itself insecure,"
or words of similar
import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.

34.1
‑
1
‑
310
.

Subordinated o
bligations.

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.

Section
2
.

W.S. 34.1
‑
2
‑
103(a)(ii), 34.1
‑
2
‑
202(a)(
i
),
34.1
‑
2.A
‑
103(c),

34.1
‑
2.A
‑
501(d),

34.1
‑
2.A
‑
518(b), 34.1
‑
2.A
‑
519(a), 34.1
‑
2.A
‑
527(b), 34.1
‑
2.A
‑
528(a),
34.1
‑
3
‑
103(a)(iv) and (x),
34.1
‑
4
‑
104(c),
34.1
‑
4.A
‑
105(a)(vi) and (vii),
34.1
‑
4.A
‑
106(a), 34.1
‑
4.A
‑
204(b),
34.1
‑
5
‑
103(c), 34.1
‑
8
‑
102(a)(x) and 34.1
‑
9
‑
102(a)(xliii)
are amended to read:

34.1
‑
2
‑
103
.

Definitions and index of definitions.

(a)

In this article unless the context otherwise requires:

(ii)

"
Good faith
"
in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trad
e
Reserved
;

34.1
‑
2
‑
202
.

Final written expression;
parol
or extrinsic evidence.

(a)

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

(
i
)

By
course of performance,
course of dealing or usage of trade
(section 34.1
‑
1
‑
205) or by course of performance (section 34.1
‑
2
‑
208
)
(s
ection 34.1
‑
1
‑
303
)
; and

34.1
‑
2.A
‑
103
.

Definitions and index of definitions.

(c)

The following definitions in other articles apply to this article:
"
Account
"
.

Section 34.1
‑
9
‑
102(
a)(ii).
"
Between merchants
"
.

Section 34.1
‑
2
‑
104(c).
"
Buyer
"
.

Section 34.1
‑
2
‑
103(
a)(
i
).
"
Chattel paper
"
.

Section 34.1
‑
9
‑
102(
a)(xi).
"
Consumer goods
"
.

S
ection 34.1
‑
9
‑
102(
a)(xxiii).
"
Document
"
.

Section 34.1
‑
9
‑
102(
a)(xxx).
"
Entrusting
"
.

Section 34.1
‑
2
‑
403(c).
"
General intangible
"
.

Section 34.1
‑
9
‑
102(
a)(xlii).
"
Good faith
"
.

Section 34.1
‑
2
‑
103(
a)(ii).
"
Instrument
"
.

Section 34.1
‑
9
‑
102(
a)(xlvii).
"
Merchant
"
.

Section 34.1
‑
2
‑
104(
a).
"
Mortgage
"
.

Section
34.1
‑
9
‑
105(
a)(x
)
34.1
‑
9
‑
102(a)(lv)
.
"
Pursuant to commitment
"
.

Section
34.1
‑
9
‑
105(
a)(xi
)
34.1
‑
9
‑
102(a)(lxxi)
.
"
Receipt
"
.

Section 34.1
‑
2
‑
103(
a)(iii).
"
Sale
"
.

Section 34.1
‑
2
‑
106(
a).
"
Sale on approval
"
.

Section 34.1
‑
2
‑
326.
"
Sale or return
"
.

Section 34.1
‑
2
‑
326.
"
Seller
"
.

Section 34.1
‑
2
‑
103(
a)(iv).

34.1
‑
2.A
‑
501
.

Default: procedure.

(d)

Except as otherwise provided in section
34.1
‑
1
‑
106(
a
)
34.1
‑
1
‑
305(a)
or this article or the lease agreement, the rights and remedies referred to in subsections (b) and (c) are cumulative.

34.1
‑
2.A
‑
518
.

Cover; substitute goods.

(b)

Except as otherwise provided with respect to damages liquidated in the lease agreement (section 34.1
‑
2.A
‑
504) or otherwise determined pursuant to agreement of the parties (sections
34.1
‑
1
‑
102(c
)
34.1
‑
1
‑
302
and 34.1
‑
2.A
‑
503), if a lessee
'
s cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages (1) the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement, and (2) any incidental or consequential damages, less expenses saved in consequence of the lessor
'
s default.

34.1
‑
2.A
‑
519
.

Lessee
'
s damages for non
‑
delivery, repudiation, default, and breach of warranty in regard to accepted goods.

(a)

Except as otherwise provided with respect to damages liquidated in the lease agreement (section 34.1
‑
2.A
‑
504) or otherwise determined pursuant to agreement of the parties (sections
34.1
‑
1
‑
102(c
)
34.1
‑
1
‑
302
and 34.1
‑
2.A
‑
503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 34.1
‑
2.A
‑
518(b), or is by purchase or otherwise, the measure of damages for non
‑
delivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor
'
s default.

34.1
‑
2.A
‑
527
.

Lessor
'
s rights to dispose of goods.

(b)

Except as otherwise provided with respect to damages liquidated in the lease agreement (section 34.1
‑
2.A
‑
504) or otherwise determined pursuant to agreement of the parties (sections
34.1
‑
1
‑
102(c
)
34.1
‑
1
‑
302
and 34.1
‑
2.A
‑
503), if the disposition is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages (1) accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement, (2) the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease
agreement, and (3) any incidental damages allowed under section 34.1
‑
2.A
‑
530, less expenses saved in consequence of the lessee
'
s default.

34.1
‑
2.A
‑
528
.

Lessor
'
s damages for non
‑
acceptance, failure to pay, repudiation, or other default.

(a)

Except as otherwise provided with respect to damages liquidated in the lease agreement (section 34.1
‑
2.A
‑
504) or otherwise determined pursuant to agreement of the parties (sections
34.1
‑
1
‑
102(c
)
34.1
‑
1
‑
302
and 34.1
‑
2.A
‑
503), if a lessor elects to retain the goods or a lessor elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment under section 34.1
‑
2.A
‑
527(b), or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the type described in section 34.1
‑
2.A
‑
523(a) or 34.1
‑
2.A
‑
523(c)(
i
), or, if agreed, for other default of the lessee, (1) accrued and unpaid rent as of the date of default if the lessee has never taken possession of the goods, or, if the lessee has taken possession of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the goods to the lessor, (2) the present value as of the date determined under clause (1) of the total rent for the then remaining lease term of the original lease agreement minus the present value as of the same date of the market rent at the place where the goods are located computed for the same lease term, and (3) any incidental damages allowed under section 34.1
‑
2.A
‑
530, less expenses saved in consequence of the lessee
'
s default.

34.1
‑
3
‑
103
.

Definitions.

(a)

In this article:

(iv)

"
Good faith
"
means honesty in fact and the observance of reasonable commercial standards of fair dealin
g
Reserved
;

(x)

"
Prove
"
with respect to a fact means to meet the burden of establishing the fact (section
34.1
‑
1
‑
201(
a)(viii
)
34.1
‑
1
‑
201(b)(viii)
);

34.1
‑
4
‑
104
.

Definitions and index of definitions.

(c)

The following definitions in other articles apply to this article:
"
Acceptance
"
.

W.S. 34.1
‑
3
‑
409.
"
Alteration
"
.

W.S. 34.1
‑
3
‑
407.
"
Cashier
'
s check
"
.

W.S. 34.1
‑
3
‑
104.
"
Certificate of deposit
"
.

W.S. 34.1
‑
3
‑
104.
"
Certified check
"
.

W.S. 34.1
‑
3
‑
409.
"
Check
"
.

W.S. 34.1
‑
3
‑
104.
"
Good faith
"
.

W.S. 34.1
‑
3
‑
103.
"
Holder in due course
"
.

W.S. 34.1
‑
3
‑
302.
"
Instrument
"
.

W.S. 34.1
‑
3
‑
104.
"
Notice of dishonor
"
.

W.S. 34.1
‑
3
‑
503.
"
Order
"
.

W.S. 34.1
‑
3
‑
103.
"
Ordinary care
"
.

W.S. 34.1
‑
3
‑
103.
"
Person entitled to enforce
"
.

W.S. 34.1
‑
3
‑
301.
"
Presentment
"
.

W.S. 34.1
‑
3
‑
501.
"
Promise
"
.

W.S. 34.1
‑
3
‑
103.
"
Registered
clearing corporation
"
.

W.S. 34.1
‑
8
‑
102.
"
Prove
"
.

W.S. 34.1
‑
3
‑
103.
"
Teller
'
s check
"
.

W.S. 34.1
‑
3
‑
104.
"
Unauthorized signature
"
.

W.S. 34.1
‑
3
‑
403.

34.1
‑
4.A
‑
105
.

Other definitions.

(a)

In this article:

(vi)

"
Good faith
"
means honesty in fact and the observance of reasonable commercial standards of fair dealin
g
Reserved
;

(vii)

"
Prove
"
with respect to a fact means to meet the burden of establishing the fact (section
34.1
‑
1
‑
201(
a)(viii
)
34.1
‑
1
‑
201(b)(viii)
).

34.1
‑
4.A
‑
106
.

Time payment order is received.

(a)

The time of receipt of a payment order or communication cancelling or amending a payment order is determined by the rules applicable to receipt of a notice stated in section
34.1
‑
1
‑
201(
a)(xxvii
)
34.1
‑
1
‑
202
. A receiving bank may fix a cutoff time or times on a funds
‑
transfer business day for the receipt and processing of payment orders and communications cancelling or amending payment orders. Different cutoff times may apply to payment orders, cancellations, or amendments, or to different categories of payment orders, cancellations, or amendments. A cutoff time may apply to senders generally or different cutoff times may apply to different senders or categories of payment orders. If a payment order or communication cancelling or amending a payment order is received after the close of a funds
‑
transfer business day or after the appropriate cutoff time on a funds
‑
transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds
‑
transfer business day.

34.1
‑
4.A
‑
204
.

Refund of payment and duty of customer to report with respect to unauthorized payment order.

(b)

Reasonable time under subsection (a) may be fixed by agreement as stated in section
34.1
‑
1
‑
204(
a
)
34.1
‑
1
‑
302(b)
, but the obligation of a receiving bank to refund payment as stated in subsection (a) of this section may not otherwise be varied by agreement.

34.1
‑
5
‑
103
.

Scope.

(c)

With the exception of this subsection, subsections (a) and (d) of this section, W.S. 34.1
‑
5
‑
102(
a)(ix) and (x), 34.1
‑
5
‑
106(d) and 34.1
‑
5
‑
114(d), and except to the extent prohibited in W.S.

34.1
‑
1
‑
102(c
)
34.1
‑
1
‑
302
and 34.1
‑
5
‑
117(d), the effect of this article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this article.

34.1
‑
8
‑
102
.

Definitions.

(a)

In this article:

(x)

"
Good faith,
"
for purposes of the obligation of good faith in the performance or enforcement of contracts or duties within this article, means honesty in fact and the observance of reasonable commercial standards of fair dealin
g
Reserved
;

34.1
‑
9
‑
102
.

Definitions and index of definitions.

(a)

In this article:

(xliii)

"
Good faith
"
means honesty in fact and the observance of reasonable commercial standards of fair dealin
g
Reserved
;

Section
3
.

W.S. 34.1
‑
2
‑
208
and
34.1
‑
2.A
‑
207

are repealed.

Section
4
.

W.S. 34.1
‑
7
‑
101 through
34.1
‑
7
‑
105, 34.1
‑
7
‑
201 through 34.1
‑
7
‑
210, 34.1
‑
7
‑
301 through 34.1
‑
7
‑
309, 34.1
‑
7
‑
401 through 34.1
‑
7
‑
404, 34.1
‑
7
‑
501 through 34.1
‑
7
‑
509 and 34.1
‑
7
‑
601 through
34.1
‑
7
‑
603 are repealed and recreated as
W.S.
34.1
‑
7
‑
101 through 34.1
‑
7
‑
10
6
, 34.1
‑
7
‑
201 through 34.1
‑
7
‑
210, 34.1
‑
7
‑
301 through 34.1
‑
7
‑
309, 34.1
‑
7
‑
401 through 34.1
‑
7
‑
404, 34.1
‑
7
‑
501 through 34.1
‑
7
‑
509
,
34.1
‑
7
‑
601 through 34.1
‑
7
‑
603
and

34.1
‑
7
‑
101 through 34.1
‑
7
‑
704
to read:

REVISED ARTICLE 7
DOCUMENTS OF TITLE

PART 1
.

GENERAL

34.1
‑
7
‑
101
.

Short title.

This article may be cited as Uniform Commercial Code
‑
Documents of Title.

34.1
‑
7
‑
102
.

Definitions and index of definitions.

(a)

In this article, unless the context otherwise requires:

(
i
)

"
Bailee
"
means a person that by a wa
rehouse receipt, bill of lading
,
or other document of title
acknowledges possession of goods and contracts to deliver them;

(ii)

"
Carrier
"
means a person that issues a bill of lading;

(iii)

"
Consignee
"
means a person named in a bill of lading to which or to whose order the bill promises delivery;

(iv)

"
Consignor
"
means a person named in a bill of lading as the person from which the goods have been received for shipment;

(v)

"
Delivery order
"
means a record that contains an order to deliver goods d
irected to a warehouse, carrier
,
or other person that in the ordinary course of business issues warehouse receipts or bills of lading;

(vi)

Reserved
;

(vii)

"
Goods
"
means all things that are treated as movable for the purposes of a contrac
t for storage or transportation;

(viii
)

"
Issuer
"
means a
bailee
that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were
misdescribed
,
or in any other respect the agent or employee vio
lated the issuer
'
s instructions;

(ix
)

"
Person entitled under the document
"
means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a
nonnegotiable document of title;

(x
)

Reserved
;

(xi
)

"
Sign
"
means, with present intent to authenticate or adopt a record:

(A)

T
o execute or adopt a tangible symbol; or

(B)

T
o attach to or logically associate with the record an elect
ronic sound, symbol
,
or process.

(xii
)

"
Shipper
"
means a person that enters into a contract o
f transportation with a carrier;

(xiii
)

"
Warehouse
"
means a person engaged in the bus
iness of storing goods for hire.

(b)

Definitions in other articles applying to this article and the sections in which they appear are:

(
i
)

"
Contract for sale
,
"

W.S.
34.1
‑
2
‑
106;

(ii
)

"
Lessee in the ordinary course of business
,
"

W.
S
.

34.1
‑
2
.A
‑
103;

(iii
)

"
Receipt
"
of goods,
W.S. 34.1
‑
2
‑
103.

(c)

In addition, a
rticle 1
of this title
contains general definitions and principles of construction and interpretation applicable throughout this article.

34.1
‑
7
‑
103
.

Relation of article to treaty or statute.

(a)

This article is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable.

(b)

This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a
bailee
, or otherwise regulating a
bailee
'
s
business in respects not specifically treated in this article. However, violation of such
a law
does not affect the status of a document of titl
e that otherwise is within
the definition of a document of title.

(c)

This act
modifies, limits
,
and supersedes the federal Electronic Signatures in Global and National Commerce
Act (15 U.S.C. section 7001, et
s
eq.) but does not modify, limit
,
or supe
rsede s
ection
101(c) of that act (15 U.S.C. s
ection 7001(c)) or authorize electronic delivery of a
ny of the notices described in s
ection
103(b) of that act (15 U.S.C. s
ection 7003(b)).

(d)

To the extent there is a conflict between
the Uniform Electronic Transactions Act, W.S. 40
‑
21
‑
101 through 40
‑
21
‑
119,

and this
article, this article governs.

34.1
‑
7
‑
104
.

Negotiable and nonnegotiable documents of title.

(a)

Except as otherwise provided in subsection (c)
of this section
, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.

(b)

A document of title other than one described in subsection (a)
of this section
is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.

(c)

A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.

34.1
‑
7
‑
105
.

Reissuance in alternative medium.

(a)

Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:

(
i
)

T
he person entitled under the electronic document surrenders control of
the document to the issuer; and

(ii)

T
he tangible document when issued contains a statement that it is issued in substitution for the electronic document.

(b)

Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection (a)
of this section
:

(
i
)

T
he electronic document ceases to have any effect or validity; and

(ii)

T
he person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.

(c)

Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:

(
i
)

T
he person entitled under the tangible document surrenders possession of the document to the issuer; and

(ii)

T
he electronic document when issued contains a statement that it is issued in substitution for the tangible document.

(d)

Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection (c)
of this section
:

(
i
)

T
he tangible document ceases to have any effect or validity; and

(ii)

T
he person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the
warrantor surrendered possession of the tangible document to the issuer.

34.1
‑
7
‑
106
.

Control of electronic document of title.

(a)

A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.

(b)

A system satisfies subsection (a)
of this section
, and a person is deemed to have control of an electronic document of title, if the document is created, stored, and assigned in such a manner that:

(
i
)

A
single authoritative copy of the document exists which is unique, identifiable, and, except as oth
erwise p
rovided in paragraphs (
iv
), (v)
,
and (vi
)
of this section
, unalterable;

(ii)

T
he authoritative copy identifies the person asserting control as:

(A)

T
he person to which the document was issued; or

(B)

I
f the authoritative copy indicates that the document has been transferred, the person to
which
the documen
t was most recently transferred.

(iii)

T
he authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;

(iv)

C
opies
or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;

(v)

E
ach copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

(vi)

A
ny
amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

PART 2
.

WAREHOUSE RECEIPTS: SPECIAL PROVISIONS

34.1
‑
7
‑
201
.

Person that may issue a warehouse receipt; storage under bond.

(a)

A warehouse receipt may be issued by any warehouse.

(b)

If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.

34.1
‑
7
‑
202
.

Form of warehouse receipt; effect of omission.

(a)

A warehouse receipt need not be in any particular form.

(b)

Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:

(
i
)

A
statement of the location of the warehouse facility where the goods are stored;

(ii)

T
he date of issue of the receipt;

(iii
)

T
he unique identification code of the receipt;

(iv)

A
statement whether the goods received will be delivered t
o the bearer, to a named person
,
or to a named person or its order;

(v)

T
he rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt;

(vi)

A
description of the goods or the packages containing them;

(vii)

T
he signature of the warehouse or its agent;

(viii)

I
f the receipt is issued for goods that the warehou
se owns, either solely, jointly
,
or in common with others, a statement of the fact of that ownership; and

(ix)

A
statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of
advances made or liabilitie
s incurred
at the t
ime of the issue of the receipt
is unknown to the warehouse or to its agent that issued the receipt, in which case a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

(c)

A warehouse may insert in its receipt any terms that are not contrary to this act and do not impair its obligation of delivery under W.S. 34.1
‑
7
‑
403 or its duty of care under W.S. 34.1
‑
7
‑
204. Any contrary provision is ineffective.

34.1
‑
7
‑
203
.

Liability for
nonreceipt
or
misdescription
.

(a)

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the
nonreceipt
or
misdescription
of the goods, except to the extent that:

(
i
)

T
he document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as a case in which the description is in terms of marks or labels or kind, quantity, or condition, or the receipt or description is qualified by
"
contents, condition
,
and quality unknown
,
"

"
said to contain
,
"
or words of similar import, if the indication is true; or

(ii)

T
he party or purchaser otherwise has notice of the
nonreceipt
or
misdescription
.

34.1
‑
7
‑
204
.

Duty of care; contractual limitation of warehouse
'
s liability.

(a)

A warehouse is liable for damages for loss of or in
jury to the goods caused by its
failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

(b)

Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse
'
s liability for conversion to its own use. On request of the
bailor
in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse
'
s liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.

(c)

Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.

(d)

This section does not modify or repeal any
law of this state that imposes a higher responsibility upon the warehouse or
that
invalidates a contractual limitation that would be permissible under this article.

34.1
‑
7
‑
205
.

Title under warehouse receipt defeated in certain cases.

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.

34.1
‑
7
‑
206
.

Termination of storage at warehouse
'
s option.

(a)

A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than
thirty (
30
)
days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell t
hem pursuant to
W.S. 34.1
‑
7
‑
210.

(b)

If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in subsection (a)
of this section
and
W.S. 34.1
‑
7
‑
210, the warehouse may specify in the notice given under subsection (a)
of this section
any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one
(1)
week after a single advertisement or posting.

(c)

If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the
time of deposit, the goods are a hazard to other pro
perty, the warehouse facilities
,
or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.

(d)

A warehouse shall deliver the goods to any person entitled to them under this article upon due demand made at any time before sale or other disposition under this section.

(e)

A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to which the warehouse would have been bound to deliver the goods.

34.1
‑
7
‑
207
.

Goods must be kept separate; fungible goods.

(a)

Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.

(b)

If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner
'
s share. If, because of
overissue
, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the
persons entitled include all holders to which
overissued
receipts have been duly negotiated.

34.1
‑
7
‑
208
.

Altered warehouse receipts.

If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good
‑
faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.

34.1
‑
7
‑
209
.

Lien of warehouse.

(a)

A warehouse has a lien against the
bailor
on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and ter
minal charges, insurance, labor
,
or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse
'
s lien is limited to charges in an amount or at a
rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

(b)

A warehouse may also reserve a security interest against the
bailor
for the maximum amount specified on the receipt for charges other than those specified in subsection (a)
of this section
, such as for money advanced and interest. The se
curity interest is governed by a
rticle 9.

(c)

A warehouse
'
s lien for charges and expenses under subsection (a)
of this section
or a security interest under subsection (b)
of this section
is also effective against any person that so entrusted the
bailor
with possession of the goods that a pledge of them by the
bailor
to a good
‑
faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not:

(
i
)

D
eliver or entrust the goods or any document of title covering the goods to the
bailor
or the
bailor
'
s
nominee with:

(A)

A
ctual or ap
parent authority to ship, store
,
or sell;

(B)

P
ower to obtain delivery under
W.S.
34.1
‑
7
‑
403; or

(C)

P
ower of disposition under
W.S.
34.1
‑
2
‑
403,
34.1
‑
2
.
A
‑
304(
b
),
34.1
‑
2
.
A
‑
305(b
),
34.1
‑
9
‑
3
20,

34.1
‑
9
‑
321(c) or other statute or rule of law; or

(ii)

A
cquiesce in the procurement by the
bailor
or its nominee of any document.

(d)

A warehouse
'
s lien on household goods for charges and expenses in relation to the goods under subsection (a)

of this section
is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit.
As used in
this subsection,
"
household goods
"
means furniture, furnishings
,
or personal effects used by the depositor in a dwelling.

(e)

A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

34.1
‑
7
‑
210
.

Enforcement of warehouse
'
s lien.

(a)

Except as otherwise provided in subsection (b)
of this section
, a warehouse
'
s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification
shall
include a statement of the amount due, t
he nature of the proposed sale
,
and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner in any recognized market therefore, sells at the price
current in that marke
t at the time of the sale
,
or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

(b)

A warehouse may enforce its lien on goods, other than goods stored by a merchant in the course of its business, only if the following requirements are satisfied:

(
i
)

All persons known to claim an interes
t in the goods shall
be notified;

(ii
)

The notification shall
include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than
ten (
10
)
days af
ter receipt of the notification
,
and a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold by auction at a specified time
and place;

(iii
)

The sale shall
conform t
o the terms of the notification;

(iv
)

The
sale shall
be held at the nearest suitable place to whe
re the goods are held or stored;

(v
)

After the expiration of the time given in the notification, a
n advertisement of the sale shall
be published
one (1) time per
week for two
(2)
weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement
shall
include a description of the goods, the name of the person on whose
a
ccount the goods are being held
,
and the time and place of the
sale. The sale shall
take place at least
fifteen (
15
)
days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement
shall
be posted at least
ten (
10
)
days before the sale in not fewer than six
(6)
conspicuous places in the neighborhood of the proposed sale.

(c)

Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, th
e goods may not be sold but shall
be retained by the warehouse subject to the terms of the receipt and this article.

(d)

A warehouse may buy at any public sale held pursuant to this section.

(e)

A purchaser in good faith of goods sold to enforce a warehouse
'
s lien takes the goods free of any rights of persons against which the lien was valid, despite the warehouse
'
s noncompliance with this section.

(f)

A warehouse may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the warehouse would have been bound to deliver the goods.

(g)

The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

(h)

If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with subsection (a) or (b)
of this section
.

(j
)

A warehouse is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.

PART 3
.

BILLS OF LADING: SPECIAL PROVISIONS

34.1
‑
7
‑
301
.

Liability
for
nonreceipt
or

misdescription
;
"
said to contain
"
;
"
shipper
'
s weight, load, and count
"
; improper handling.

(a)

A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the
nonreceipt
or
misdescription
of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of ma
rks or labels or kind, quantity
,
or condition or the receipt or description is qualified by
"
contents or condition of contents of packages unknown
,
"

"
said to contain
,
"

"
shipper
'
s weight, load
,
and count
,
"
or words of similar import, if that indication is true.

(b)

If goods are loaded by
the issuer of a bill of lading:

(
i
)

T
he issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; and

(ii)

W
ords such as
"
shipper
'
s weight, load
,
and count
,
"
or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed in packages.

(c)

If bulk goods are loaded by a shipper that makes available to the issuer
of a bill of lading adequate facilities
for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper
'
s request in a record to do so. In that case,
"
shipper
'
s weight
"
or words of similar import are ineffective.

(d)

The issuer of a bill of lading, by including in the bill the words
"
shipper
'
s weight, load
,
and count
,
"
or words of similar import, may indicate that the goods were loaded by the shipper, and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.

(e)

A shipper guarantees to an issuer the accuracy at the time of shipment of the description, marks, labels, nu
mber, kind, quantity, condition
,
and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of indemnity does not limit the
issuer
'
s responsibility
or liability under the contract of carriage to any person other than the shipper.

34.1
‑
7
‑
302
.

Through bills of lading and similar documents of title.

(a)

The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

(b)

If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person
'
s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

(c)

The issuer of a through bill of lading or other document of title described in subsection (a)
of this section
is entitled to recover from the performing
carrier,
or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:

(
i
)

T
he amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evi
denced by any receipt, judgment
,
or transcript of judgment; and

(ii)

T
he amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.

34.1
‑
7
‑
303
.

Diversion;
reconsignment
; change of instructions.

(a)

Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for
misdelivery
, on instructions from:

(
i
)

T
he holder of a negotiable bill;

(ii)

T
he consignor on a nonnegotiable bill, even if the consignee has given contrary instructions;

(iii)

T
he consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or

(iv
)

T
he
consignee on a nonnegotiable bill, if the consignee is entitled as against the consignor to dispose of the goods.

(b)

Unless instructions described in subsection (a)
of this section
are included in a negotiable bill of lading, a person to
which
the bill is duly negotiated may hold the
bailee
according to the original terms.

34.1
‑
7
‑
304
.

Tangible bills of lading in a set.

(a)

Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.

(b)

If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one
(1)
bill.

(c)

If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier
'
s obligation by surrendering its part.

(d)

A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.

(e)

The
bailee
shall deliver in accordance with
p
art 4
of this t
itle
against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery
in this manner discharges the
bailee
'
s
obligation on the whole bill.

34.1
‑
7
‑
305
.

Destination bills.

(a)

Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.

(b)

Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to
W.S. 34.1
‑
7
‑
105
, may procure a substitute bill to be issued at any place designated in the request.

34.1
‑
7
‑
306
.

Altered bills of lading.

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.

34.1
‑
7
‑
307
.

Lien of carrier.

(a)

A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier
'
s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill
of lading, a carrier
'
s lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

(b)

A lien for charges and expenses under subsection (a)
of this section
on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection (a)
of this section
is effective against the consignor and any person that permitted the
bailor
to have control or possession of the goods unless the carrier had notice that the
bailor
lacked authority.

(c)

A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

34.1
‑
7
‑
308
.

Enforcement
of carrier
'
s lien.

(a)

A carrier
'
s lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification
shall
include a statement of the amount due,
the nature of the proposed sale
,
and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market
therefor, sells at the price current in that
market at the time of the sale
,
or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

(b)

Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, th
e goods may not be sold but shall
be retained by the carrier, subject to the terms of the bill of lading and this article.

(c)

A carrier may buy at any public sale pursuant to this section.

(d)

A purchaser in good faith of goods sold to enforce a carrier
'
s lien takes the goods free of any rights of persons against which the lien was valid, despite the carrier
'
s noncompliance with this section.

(e)

A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.

(f)

The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

(g)

A carrier
'
s lien may be enforced pursuant to either subsection (a)
of this section
or the procedure set forth in
W.S. 34.1
‑
7
‑
210(
b).

(h)

A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.

34.1
‑
7
‑
309
.

Duty of care; contractual limitation of carrier
'
s liability.

(a)

A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not
affect any statute, regulation
,
or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(b)

Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier
'
s liability may not exceed a value stated in the bill or transportation agreement if the carrier
'
s rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier
'
s liability for conversion to its own use.

(c)

Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.

PART 4
.

WAREHOUSE RECEIPTS AND BILLS OF LADING:
GENERAL OBLIGATIONS

34.1
‑
7
‑
401
.

Irregularities in issue of receipt or bill or conduct of issuer.

(a)

The obligations imposed by this article on an issuer apply to a document of title even if:

(
i
)

T
he document does not comply with the requirements of this articl
e or of any other statute, rule
,
or regulation regarding its issuance, form
,
or content;

(ii)

T
he issuer violated laws regulating the conduct of its business;

(iii)

T
he goods covered by the document were owned by the
bailee
when the document was issued;
or

(iv)

T
he
person issuing the document is not a warehouse but the document purports to be a warehouse receipt.

34.1
‑
7
‑
402
.

Duplicate document of title;
overissue
.

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts,
overissue
of documents for fungible good
s
, substitutes for lost, stolen
,
or destroyed documen
ts
,
or substitute documents issued pursuant to
W.S. 34.1
‑
7
‑
105.
The issuer is liable for damages caused by its
overissue
or failure to identify a duplicate document by a conspicuous notation.

34.1
‑
7
‑
403
.

Obligation of
bailee
to deliver; excuse.

(a)

A
bailee
shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c)
of this section
, unless and to the extent that the
bailee
establishes any of the following:

(
i
)

D
elivery of the goods to a person whose receipt was
rightful
as against the claimant;

(ii)

D
amage to or delay, loss
,
or destruction of the goods for which the
bailee
is not liable;

(iii)

P
revious sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse
'
s lawful termination of storage;

(iv)

T
he
exercise by a seller of its right to stop delivery pursuant to
W.S. 34.1
‑
2
‑
705
or by a lessor of its right to stop delivery pursuant to
W.S. 34.1
‑
2.A
‑
526
;

(v)

A
diversion,
reconsignment
,
or other disposition pursuant to
W.S. 34.1
‑
7
‑
303;

(vi)

R
elease
, satisfaction
,
or any other personal defense against the claimant; or

(vii)

A
ny other lawful excuse.

(b)

A person claiming goods covered by a document of title shall satisfy the
bailee
'
s
lien if the
bailee
so requests or if the
bailee
is prohibited by law from delivering the goods until the charges are paid.

(c)

Unless a person claiming the goods is a person against which the document of title does not confer a right under
W.S. 34.1
‑
7
‑
503(
a):

(
i
)

T
he person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and

(ii)

T
he
bailee
shall cancel the document or conspicuously indicate in the document the partial delivery or the
bailee
is liable to any person to which the document is duly negotiated.

34.1
‑
7
‑
404
.

No liability for good

faith delivery pursuant to document of title.

(a)

A
bailee
that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this article is not liable for the goods even if:

(
i
)

T
he person from which the
bailee
received the goods did not have authority to procure the document or to dispose of the goods; or

(ii)

T
he person to which the
bailee
delivered the goods did not have authority to receive the goods.

PART 5
.

WAREHOUSE RECEIPTS AND BILLS OF LADING:
NEGOTIATION AND TRANSFER

34.1
‑
7
‑
501
.

Form of negotiation and requirements of due negotiation.

(a)

The following rules apply to a negotiable tangible document of title:

(
i
)

If the document
'
s original terms run to the order of a named person, the document is negotiated by the named person
'
s e
ndorsement and delivery. After the named person
'
s e
ndorsement in blank or to bearer, any person may negotiate
the document by delivery alone;

(ii
)

If the document
'
s original terms run to bearer, it
is negotiated by delivery alone;

(iii
)

If the document
'
s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if t
he document had been negotiated;

(iv
)

Negotiation
of
the document after it has been e
ndorsed to a name
d person requires e
ndorsement b
y the named person and delivery;

(v
)

A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.

(b)

The following rules apply to a negotiable electronic document of title:

(
i
)

If the document
'
s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of th
e document to another person. E
ndorsement by the named person is not req
uired to negotiate the document;

(ii
)

If the document
'
s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if t
he document had been negotiated;

(iii
)

A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.

(c)

E
ndorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee
'
s rights.

(d)

The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.

34.1
‑
7
‑
502
.

Rights acquired by due negotiation.

(a)

Subject to
W.S. 34.1
‑
7
‑
205 and
34.1
‑
7
‑
503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:

(
i
)

T
itle to the document;

(ii)

T
itle to the goods;

(iii)

A
ll rights accruing under the law of agency or estoppel, including rights to goods delivered to the
bailee
after the document was issued;
and

(iv)

T
he direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this article, but in the case of a delivery order, the
bailee
'
s
obligation accrues only upon the
bailee
'
s
acceptance of the delivery order and the obligation acquired by the hol
der is that the issuer and any e
ndorser will procure the acceptance of the
bailee
.

(b)

Subject to
W.S. 34.1
‑
7
‑
503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the
bailee
and are not impaired even if:

(
i
)

T
he due negotiation or any prior due negotiation constituted a breach of duty;

(ii)

A
ny person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, acciden
t, mistake, duress, loss, theft
,
or conversion; or

(iii)

A
previous sale or other transfer of the goods or document has been made to a third person.

34.1
‑
7
‑
503
.

Document of title to goods defeated in certain cases.

(a)

A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:

(
i
)

D
eliver or entrust the goods or any document of title covering the goods to the
bailor
or the
bailor
'
s
nominee with:

(A)

A
ctual or ap
parent authority to ship, store
,
or sell;

(B)

P
ower to obtain delivery under
W.S. 34.1
‑
7
‑
403; or

(C)

P
ower of disposition under
W.S.
34.1
‑
2
‑
403,
34.1
‑
2
.
A
‑
304(
b
),
34.1
‑
2
.
A
‑
305(b
),
34.1
‑
9
‑
320,

34.1
‑
9
‑
321(c) o
r other statute or rule of law;
or

(ii)

A
cquiesce in the procurement by the
bailor
or its nominee of any document.

(b)

Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under
W.S. 34.1
‑
7
‑
504 to the same extent as the rights of the issuer or a transferee from the issuer.

(c)

Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any
person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by
the carrier in accordance with p
art 4
of this title
pursuant to its own bill of lading discharges the carrier
'
s obligation to deliver.

34.1
‑
7
‑
504
.

Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

(a)

A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.

(b)

In the case of a transfer of a nonnegotiable document of title, until but not after the
bailee
receives notice of the transfer, the rights of the transferee may be defeated:

(
i
)

B
y those creditors of the transferor which could treat the transfer as void under
W.S. 34.1
‑
2
‑
402 or
34.1
‑
2
.
A
‑
308;

(ii)

B
y a buyer from the transferor in ordinary course of business if the
bailee
has delivered the goods to the buyer or received notification of the buyer
'
s rights;

(iii)

B
y a lessee from the transferor in ordinary course of business if the
bailee
has delivered the goods to the lessee or received notification of the lessee
'
s rights; or

(iv)

A
s
against the
bailee
, by good
‑
faith dealings of the
bailee
with the transferor.

(c)

A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the
bailee
not to deliver the goods to the consignee defeats the consignee
'
s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee
'
s rights against the
bailee
.

(d)

Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under
W.S. 34.1
‑
2
‑
705 or a lessor under
W.S. 34.1
‑
2.A
‑
526
, subject to the requirements of due notification in those sections. A
bailee
that honors the seller
'
s or lessor
'
s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.

34.1
‑
7
‑
505
.

E
ndorser not guarantor for other parties.

The e
ndorsement of a tangible document of title issued
by a
bailee
does not make the e
ndorser liable for any def
ault by the
bailee
or previous e
ndorsers.

34.1
‑
7
‑
506
.

Delivery without e
ndorsement: right to compel
e
ndorsement.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary
e
ndorsement, but the transfer becomes a negotiation only as of the time the
e
ndorsement is supplied.

34.1
‑
7
‑
507
.

Warranties on negotiation or delivery of document of title.

(a)

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under
W.S. 34.1
‑
7
‑
508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to it
s immediate purchaser only that:

(
i
)

T
he document is genuine;

(ii)

T
he transferor does not have knowledge of any fact that would impair the document
'
s validity or worth;
and

(iii)

T
he negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.

34.1
‑
7
‑
508
.

Warranties of collecting bank as to documents of title.

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.

34.1
‑
7
‑
509
.

Adequate compliance with commercial contract.

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for
lease,

or the conditions of a let
ter of credit is determined by a
rticle 2, 2
.A
or 5.

PART 6
.

WAREHOUSE RECEIPTS AND BILLS OF LADING:
MISCELLANEOUS PROVISIONS

34.1
‑
7
‑
601
.

Lost, stolen, or destroyed documents of title.

(a)

If a do
cument of title is lost, stolen
,
or destroyed, a court may order delivery of the goods or issuance of a substitute document and the
bailee
may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant
'
s posting security unless it finds that any person that may suffer loss as a result of
nonsurrender
of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the
bailee
'
s
reasonable costs and attorney
'
s fees in any action under this subsection.

(b)

A
bailee
that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to
any person injured thereby. If
the delivery is not in good faith, the
bailee
is liable for conversion. Delivery in good faith is not conversion if the claimant posts
security with the
bailee
in an amount at least double
the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within one
(1)
year after the delivery.

34.1
‑
7
‑
602
.

Judicial process against goods covered by negotiable document of title.

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a
bailee
for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the
bailee
or the document
'
s negotiation is enjoined. The
bailee
may not be compelled to deliver the goods pursuant to process
until possession or control of
the document is surrendered to
the
bailee
or to
the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.

34.1
‑
7
‑
603
.

Conflicting claims; interpleader.

If more than one
(1)
person claims title to or possession of the goods, the
bailee
is excused from delivery until the
bailee
has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The
bailee
may assert an interpleader either in defending an action for
nondelivery
of the goods or by original action.

PART 7.

MISCELLANEOUS PROVISIONS

34.1
‑
7
‑
701
.

Effective date.

This
revised article
takes effect on July 1, 2015
.

34.1
‑
7
‑
702
.

Repeals.

Former a
rticle 7, W.S. 34.1
‑
7
‑
101 through 34.1
‑
7
‑
603,
and
W.S. 34.1
‑
10
‑
104
are repealed.

34.1
‑
7
‑
703
.

Applicability.

This act
applies to a document of title that is issued or a bailment that arises on or after
the effective date of this act
. This
act
does not apply to a document of title that is issued or a bailment that arises before the effective date of this
act
even if the document of title or
bailment would
be subject to this
act
if the document of title had been issued or bailment had arisen on or after the effective date of this
act
. This
act
does not apply to a right of action that has accrued before
the effective date of this act
.

34.1
‑
7
‑
704
.

Savings clause.

A document of title issued or a bailment that arises before the effective date of this
act
and the rights, obligations
,
and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this
act
as if amendment or repeal had not occurred and may be ter
minated, completed, consummated
,
or enforced under that statute or other rule.

Section
5
.

W.S. 34.1
‑
2
‑
103
(c),
34.1
‑
2
‑
104(b),
34.1
‑
2
‑
310(a)(iii), 34.1
‑
2
‑
323(b)
(intro)
,
34.1
‑
2
‑
401(a)(iii)
(A) and (B)
,
34.1
‑
2
‑
503(d)(ii) and (e)(ii),
34.1
‑
2
‑
505(a)(ii) and (b), 34.1
‑
2
‑
506(b), 34.1
‑
2
‑
509(b)(
i
) and (iii), 34.1
‑
2
‑
605(b),
34.1
‑
2
‑
705(b)(iii) and (c)(iii),
34.1
‑
2.A
‑
103(a)(
i
) and (xv),
34.1
‑
2.A
‑
514(b), 34.1
‑
2.A
‑
526(b)(iii),
34.1
‑
4
‑
104(c), 34.1
‑
4
‑
210(c)(intro)
and (
i
)
, 34.1
‑
8
‑
103 by creating a new
subsection (g),
34.1
‑
9
‑
102(b),
34.1
‑
9
‑
203(b)(iii)(D),
34.1
‑
9
‑
207(c)(intro),
34.1
‑
9
‑
208(b)(iv),
(v) and by creating new paragraph (vi),
34.1
‑
9
‑
301(a)(iii)(intro), 34.1
‑
9
‑
310(b)(v) and (viii),
34.1
‑
9
‑
312(e), 34.1
‑
9
‑
313(a),
34.1
‑
9
‑
314(a) and (b),
34.1
‑
9
‑
317(b)
,

34.1
‑
9
‑
338(a)(ii)
and
34.1
‑
9
‑
601(b)

are
amended to read:

34.1
‑
2
‑
103
.

Definitions and index of definitions.

(c)

"
Control
"
as provided in
W.S. 34.1
‑
7
‑
106 and t
he following definitions in other articles apply to this article:

"
Check
"
.
W.S. 34.1
‑
3
‑
104.
"
Consignee
"
.

W.S. 34.1
‑
7
‑
102.
"
Consignor
"
.

W.S. 34.1
‑
7
‑
102.
"
Consumer goods
"
.

W.S. 34.1
‑
9
‑
102.
"
Dishonor
"
.

W.S. 34.1
‑
3
‑
502.
"
Draft
"
.

W.S. 34.1
‑
3
‑
104.

34.1
‑
2
‑
104
.

Definitions:
"
Merchant
"
;
"
between merchants
"
;
"
financing agency
"
.

(b)

"
Financing agency
"
means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller
'
s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany
or are associated with
the draft.
"
Financing agency
"
includes also a bank or other person who similarly intervenes between persons who are in
the position of seller and buyer in respect to the goods (section 34.1
‑
2
‑
707).

34.1
‑
2
‑
310
.

Open time for payment or running of credit; authority to ship under reservation.

(a)

Unless otherwise agreed:

(iii)

If delivery is authorized and made by way of documents of title otherwise than by subdivision (ii) then payment is due

regardless of where the goods are to be received:

(A)

A
t the time and place at which the buyer is to receive

delivery of
the

tangible
documents
; or

(B)

regardless
of where the goods are to be received

At the time the buyer is to receive delivery of the electronic documents and at the seller
'
s place of business or if none, the seller
'
s residence
; and

34.1
‑
2
‑
323
.

Form of bill of lading required in overseas shipment;
"
overseas
"
.

(b)

Where in a case within subsection (a) a
tangible
bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set, otherwise only one (1) part of the bill of lading need be tendered. Even if the agreement expressly requires a full set:

34.1
‑
2
‑
401
.

Passing of title; reservation for security; limited application of this section.

(a)

Each provision of this article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this article and matters concerning title become material the following rules apply:

(iii)

Unless otherwise explicitly agreed where delivery is to be made without moving the goods:

(A)

If the seller is to deliver a
tangible
document of title, title passes at the time when and the place where he delivers such documents
and if the seller is to deliver an electronic document of title, title passes when the seller d
e
livers the document
; or

(B)

If the goods are at the time of contracting already identified and no documents

of title
are to be delivered, title passes at the time and place of contracting.

34.1
‑
2
‑
503
.

Manner of seller
'
s tender of delivery.

(d)

Where goods are in the possession of a
bailee
and are to be delivered without being moved:

(ii)

Tender to the buyer of a nonnegotiable document of title or of a
written direction to
record directing
the
bailee
to deliver is sufficient tender unless the buyer seasonably objects, and
e
xcept as otherwise provided in a
rticle 9 of this title
receipt by the
bailee
of notification of the buyer
'
s rights fixes those rights as against the
bailee
and all third persons; but risk of loss of the goods and of any failure by the
bailee
to honor the
nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the
bailee
to honor the document or to obey the direction defeats the tender.

(e)

Where the contract requires the seller to deliver documents:

(ii)

Tender through customary banking channels is sufficient and dishonor of a draft accompanying
or associated with
the documents constitutes
nonacceptance
or rejection.

34.1
‑
2
‑
505
.

Seller
'
s shipment under reservation.

(a)

Where the seller has identified goods to the contract by or before shipment:

(ii)

A nonnegotiable bill of lading to himself or his nominee reserves possession of the goods as security but except in a case of conditional delivery (section 34.1
‑
2
‑
507(b)) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession
or control
of the bill of lading.

(b)

When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller
'
s powers as a holder of a negotiable document

of title
.

34.1
‑
2
‑
506
.

Rights of financing agency.

(b)

The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular
.

on
its face.

34.1
‑
2
‑
509
.

Risk of loss in the absence of breach.

(b)

Where the goods are held by a
bailee
to be delivered without being moved, the risk of loss passes to the buyer:

(
i
)

On his receipt of
possession or control of
a negotiable document of title covering the goods; or

(iii)

After his receipt of
possession or control of
a nonnegotiable document of title or other

written

direction to deliver
in a record
, as provided in section 34.1
‑
2
‑
503(
d)(ii).

34.1
‑
2
‑
605
.

Waiver of buyer
'
s objections by failure to particularize.

(b)

Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent
on the face of
in
the documents.

34.1
‑
2
‑
705
.

Seller
'
s stoppage of delivery in transit or otherwise.

(b)

As against such buyer the seller may stop delivery until:

(iii)

Such acknowledgment to the buyer by a carrier by reshipment or as
warehouseman
a warehouse
; or

(c)

(
i
)

To stop delivery the seller must so notify as to enable the
bailee
by reasonable diligence to prevent delivery of the goods;

(iii)

If a negotiable document of title has been issued for goods the
bailee
is not obliged to obey a notification to stop until surrender
of possession or control
of the document;

34.1
‑
2.A
‑
103
.

Definitions and index of definitions.

(a)

In this article unless the context otherwise requires:

(
i
)

"
Buyer in ordinary course of business
"
means a person who in good faith and without knowledge that the sale to him is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker.
"
Buying
"
may be for cash or by exchange of other property or on secured or unsecured credit and includes
receiving
acquiring
goods or documents of title under a pre
‑
existing contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt;

(xv)

"
Lessee in ordinary course of business
"
means a person who in good faith and without knowledge that the lease to him is in violation of the ownership rights or security interest or leasehold interest of a third party in
the goods leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker.
"
Leasing
"
may be for cash or by exchange of other property or on secured or unsecured credit and includes
receiving
acquiring
goods or documents of title under a pre
‑
existing lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt;

34.1
‑
2.A
‑
514
.

Waiver of lessee
'
s objections.

(b)

A lessee
'
s failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent
on the face of
in
the documents.

34.1
‑
2.A
‑
526
.

Lessor
'
s stoppage of delivery in transit or otherwise.

(b)

In pursuing its remedies under subsection (a), the lessor may stop delivery until:

(iii)

Such an acknowledgment to the lessee by a carrier via reshipment or as
warehouseman
a warehouse
.

34.1
‑
4
‑
104
.

Definitions and index of definitions.

(c)

"
Control
"
as provided in
W.S.
34.1
‑
7
‑
106 and t
he
following definitions in other articles apply to this article:
"
Acceptance
"
.

W.S. 34.1
‑
3
‑
409.
"
Alteration
"
.

W.S. 34.1
‑
3
‑
407.
"
Cashier
'
s check
"
.

W.S. 34.1
‑
3
‑
104.
"
Certificate of deposit
"
.

W.S. 34.1
‑
3
‑
104.
"
Certified check
"
.

W.S. 34.1
‑
3
‑
409.
"
Check
"
.
W.S. 34.1
‑
3
‑
104.
"
Good faith
"
.

W.S. 34.1
‑
3
‑
103.
"
Holder in due course
"
.

W.S. 34.1
‑
3
‑
302.
"
Instrument
"
.

W.S. 34.1
‑
3
‑
104.
"
Notice of dishonor
"
.
W.S. 34.1
‑
3
‑
503.
"
Order
"
.

W.S. 34.1
‑
3
‑
103.
"
Ordinary care
"
.

W.S. 34.1
‑
3
‑
103.
"
Person entitled to enforce
"
.
W.S. 34.1
‑
3
‑
301.
"
Presentment
"
.

W.S. 34.1
‑
3
‑
501.
"
Promise
"
.

W.S. 34.1
‑
3
‑
103.
"
Registered
clearing corporation
"
.
W.S. 34.1
‑
8
‑
102.
"
Prove
"
.
W.S. 34.1
‑
3
‑
103.
"
Teller
'
s check
"
.

W.S. 34.1
‑
3
‑
104.
"
Unauthorized signature
"
.

W.S. 34.1
‑
3
‑
403.

34.1
‑
4
‑
210
.

Security interest of collecting bank in items accompanying documents and proceeds.

(c)

Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents, and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or
possession or control of the
accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to article 9, but:

(
i
)

No security agreement is necessary to make the security interest enforceable (section
34.1
‑
9
‑
203(
b)(iii)(A)
34.1
‑
9
‑
203
);

34.1
‑
8
‑
103
.

Rules for determining whether certain obligations and interests are securities or financial assets.

(g)

A document of title is not a financial asset
unless section
34.1
‑
8
‑
102(
a)(ix)(
C
) applies.

34.1
‑
9
‑
102
.

Definitions and index of definitions.

(b)

"
Control
"
as provided in s
ection 34.1
‑
7
‑
106 and t
he following definitions in other articles apply to this article:
"
Applicant
"
.

Section 34.1
‑
5
‑
102.
"
Beneficiary
"
.

Section 34.1
‑
5
‑
102.
"
Broker
"
.

Section 34.1
‑
8
‑
102.
"
Certificated security
"
.

Section 34.1
‑
8
‑
102.
"
Check
"
.
Section 34.1
‑
3
‑
104.
"
Clearing corporation
"
.

Section 34.1
‑
8
‑
102.
"
Contract for sale
"
.

Section 34.1
‑
2
‑
106.
"
Customer
"
.

Section 34.1
‑
4
‑
104.
"
Entitlement holder
"
.

Section 34.1
‑
8
‑
102.
"
Financial asset
"
.

Section 34.1
‑
8
‑
102.
"
Holder in due course
"
.

Section 34.1
‑
3
‑
302.
"
Issuer
"
(with respect to a letter of credit or letter
‑
of
‑
credit right).

Section 34.1
‑
5
‑
102.
"
Issuer
"
(with respect to a security).

Section 34.1
‑
8
‑
201.
"
Issuer
"
(with respect to documents of title)
.

Section 34.1
‑
7
‑
102.
"
Lease
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Lease agreement
"
.
Section 34.1
‑
2
.
A
‑
103.
"
Lease contract
"
.
Section 34.1
‑
2
.
A
‑
103.
"
Leasehold interest
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Lessee
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Lessee in ordinary course of business
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Lessor
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Lessor
'
s residual interest
"
.

Section 34.1
‑
2
.
A
‑
103.
"
Letter of credit
"
.

Section 34.1
‑
5
‑
102.
"
Merchant
"
.

Section 34.1
‑
2
‑
104.
"
Negotiable instrument
"
.

Section 34.1
‑
3
‑
104.
"
Nominated person
"
.

Section 34.1
‑
5
‑
102.
"
Note
"
.

Section 34.1
‑
3
‑
104.
"
Proceeds of a letter of credit
"
.

Section 34.1
‑
5
‑
114.
"
Prove
"
.
Section 34.1
‑
3
‑
103.
"
Sale
"
.
Section 34.1
‑
2
‑
106.
"
Securities account
"
.
Section 34.1
‑
8
‑
501.
"
Securities intermediary
"
.

Section 34.1
‑
8
‑
102.
"
Security
"
.

Section 34.1
‑
8
‑
102.
"
Security certificate
"
.

Section 34.1
‑
8
‑
102.
"
Security entitlement
"
.

Section 34.1
‑
8
‑
102.
"
Uncertificated security
"
.

Section 34.1
‑
8
‑
102.

34.1
‑
9
‑
203
.

Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.

(b)

Except as otherwise provided in subsections (c) through (j), a security interest is enforceable against the debtor and third parties with respect to the collateral only if:

(iii)

One (1) of the following conditions is met:

(D)

The collateral is deposit accounts, electronic chattel paper, investment property
,

or

letter
‑
of
‑
credit rights,
or electronic documents
and the secured party has control under section

34.1
‑
7
‑
106,
34.1
‑
9
‑
104, 34.1
‑
9
‑
105, 34.1
‑
9
‑
106 or 34.1
‑
9
‑
107 pursuant to the debtor
'
s security agreement.

34.1
‑
9
‑
207
.

Rights and duties of secured party having possession or control of collateral.

(c)

Except as otherwise provided in subsection (d), a secured party having possession of collateral or control of collateral under section
34.1
‑
7
‑
106,
34.1
‑
9
‑
104, 34.1
‑
9
‑
105, 34.1
‑
9
‑
106 or 34.1
‑
9
‑
107:

34.1
‑
9
‑
208
.

Additional duties of secured party having control of collateral.

(b)

Within ten (10) days after receiving an authenticated demand by the debtor:

(iv)

A secured party having control of investment property under section 34.1
‑
8
‑
106(
d)(ii) or 34.1
‑
9
‑
106(b) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained an authenticated record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;
and

(v)

A secured party having control of a letter
‑
of
‑
credit right under section 34.1
‑
9
‑
107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party an authenticated release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party
;
.

and

(vi)

A
secured party having control of an electronic document shall:

(A)

Give control of the electronic document to the debtor or its designated custodian;

(B)

If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic document is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and

(C)

Take appropriate action to enable the debtor or its designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party.

34.1
‑
9
‑
301
.

Law governing perfection and priority of security interests.

(a)

Except as otherwise provided in sections 34.1
‑
9
‑
303 through 34.1
‑
9
‑
306, the following rules determine the law governing perfection, the effect of perfection or
nonperfection
, and the priority of a security interest in collateral:

(iii)

Except as otherwise provided in paragraph (iv), while
tangible
negotiable documents, goods, instruments, money or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

34.1
‑
9
‑
310
.

When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.

(b)

The filing of a financing statement is not necessary to perfect a security interest:

(v)

In certificated securities, documents, goods or instruments which is perfected without filing
, control
or possession under section 34.1
‑
9
‑
312(
e), (f) or (g);

(viii)

In deposit accounts, electronic chattel paper,
electronic documents,
investment property or letter
‑
of
‑
credit rights which is perfected by control under section 34.1
‑
9
‑
314;

34.1
‑
9
‑
312
.

Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter
‑
of
‑
credit rights and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.

(e)

A security interest in certificated securities, negotiable documents or instruments is perfected without filing or the taking of possession
or control
for a period of twenty (20) days from the time it attaches to the extent that it arises for new value given under an authenticated security agreement.

34.1
‑
9
‑
313
.

When possession by or delivery to secured party perfects security interest without filing.

(a)

Except as otherwise provided in subsection (b), a secured party may perfect a security interest in
tangible
negotiable documents, goods, instruments, money or tangible chattel paper by taking possession of the collateral. A secured party may perfect a security interest in
certificated securities by taking delivery of the certificated securities under section 34.1
‑
8
‑
301.

34.1
‑
9
‑
314
.

Perfection by control.

(a)

A security interest in investment property, deposit accounts, letter
‑
of
‑
credit rights
,

or

electronic chattel paper
or electronic documents
may be perfected by control of the collateral under section
34.1
‑
7
‑
106,
34.1
‑
9
‑
104, 34.1
‑
9
‑
105, 34.1
‑
9
‑
106 or 34.1
‑
9
‑
107.

(b)

A security interest in deposit accounts, electronic chattel paper,
or
letter
‑
of
‑
credit rights
or electronic documents
is perfected by control under section
34.1
‑
7
‑
106,
34.1
‑
9
‑
104, 34.1
‑
9
‑
105 or 34.1
‑
9
‑
107 when the secured party obtains control and remains perfected by control only while the secured party retains control.

34.1
‑
9
‑
317
.

Interests that take priority over or take free of security interest or agricultural lien.

(b)

Except as otherwise provided in subsection (e), a buyer, other than a secured party, of tangible chattel paper,
tangible
documents, goods, instruments or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

34.1
‑
9
‑
338
.

Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.

(a)

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in section 34.1
‑
9
‑
516(
b)(v) which is incorrect at the time the financing statement is filed:

(ii)

A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of
tangible
chattel paper,
tangible

documents, goods, instruments or a security certificate, receives delivery of the collateral.

34.1
‑
9
‑
601
.

Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes.

(b)

A secured party in possession of collateral or control of collateral under section
34.1
‑
7
‑
106,
34.1
‑
9
‑
104, 34.1
‑
9
‑
105, 34.1
‑
9
‑
106 or 34.1
‑
9
‑
107 has the rights and duties provided in section 34.1
‑
9
‑
207.

Section
6
.

W.S. 34.1
‑
10
‑
104
is
repealed.

Section
7
.

The legislature requests that
Wyoming
'
s Uniform Commercial Code, t
itle 34.1 of the Wyoming statutes, be published with current
Uniform Law Commission official comments
as necessary to reflect revisions made to Wyoming
'
s Uniform Commercial C
ode.

Section

8
.

This act is effective July 1, 2015.

(END)

Speaker of the House

President of the Senate

Governor

TIME APPROVED: _________

DATE APPROVED: _________

I hereby certify that this act originated in the House.

Chief Clerk

1