SB 157 — AN ACT TO AMEND TITLE 6 OF THE DELAWARE CODE RELATING TO UNIFORM COMMERCIAL CODE.

Summary

This Act, the 2022 Amendments to the Uniform Commercial Code, was drafted by the Uniform Law Commission in partnership with the American Law Institute. The Uniform Law Commission "provides states with non-partisan, well-conceived and well-drafted legislation that brings clarity and stability to critical areas of state statutory law." The Uniform Commercial Code ("UCC") provides commercial law rules for broad categories of transactions: the sale or lease of goods, negotiable instruments, bank deposits and collections, funds transfers, letters of credit, documents of title, investment property, and secured transactions in personal property. Every state has adopted the UCC and, as a result, strong interstate markets have developed because the UCC provides the legal structure necessary to have confidence when transacting business with others. The UCC has been revised over time as the United States' economy shifted from a goods-based economy toward one based on services, software, and information-based transactions. The 2022 Amendments to the UCC ("2022 Amendments") are yet another revision to address the changing economy. Specifically, the 2022 Amendments do all of the following: (1) Provide updated rules for commercial transactions involving emerging technologies such as virtual currencies, non-fungible tokens (also known as NFTs), and distributed ledger technologies (also known as "blockchain"). (2) Create a new Article 12 addressing new types of property, or digital assets, defined as "controllable electronic records" ("CERs"). Examples of CERs include virtual currencies, non-fungible tokens, and electronic promises to pay. (3) Provide new default rules to govern transactions involving these emerging technologies and clarify the UCC’s applicability to mixed transactions involving both goods and services. (4) Update the UCC to recognize that parties often do not use paper documents and, therefore, the UCC applies equally to electronic transactions. (5) Make additional revisions to the UCC unrelated to technological developments but necessary to provide needed clarification of the UCC. (6) Create a new Article A to provide transition rules designed to protect the expectations of parties to pre-effective-date transactions. For example, a secured lender who has a priority security interest in collateral under the current law will retain its priority through a transition period, giving parties to preexisting transactions plenty of time to revise their agreements to comply with this Act. This Act amends the UCC and, as such, deals only with consensual commercial transactions. It does not regulate the use of these emerging technologies, including CERs, address taxation of CERs, alter the law governing money transmitters, or revise anti-money laundering laws. As of the introduction of this Act, the 2022 Amendments have been introduced in 21 states and the District of Columbia and enacted in 5 states (Indiana, North Dakota, Colorado, New Mexico, and Washington).

Bill Text

• Bill Text View text Current pdf

AI-generated reading aid from the bill's amendatory text — verify against the official bill.

• § 1-201

  that that, → that,

  Clarifies the definition of 'conspicuous' by removing the redundant word.

• § 1-201

  control control, → control,

  Removes redundant wording in the definition of 'holder'.

• § 1-201

  title title, → title,

  Corrects a typographical error in the definition of 'delivery'.

• § 1-201

  transmission transmission, → transmission,

  Removes redundancy in the definition of 'send'.

• § 1-201

  communication communication, → communication,

  Removes redundancy in the definition of 'send'.

• § 1-204

  the person acquires → the person acquires them:

  Adds clarity to the value definition concerning acquisition of rights.

• § 1-301

  9-307. 9-307; → 9-307;

  Removes duplicate section reference for clarity in scope.

• § 1-306

  an authenticated a signed record. → an authenticated record signed.

  Clarifies the requirement for waiving claims after a breach.

• § 2-102

  this Article applies to transactions in goods; it does not apply to any → this Article applies to transactions in goods and does not apply to any

  Rephrases for better flow while maintaining meaning regarding applicability.

• § 2-201

  written a record sufficient to indicate → writing record sufficient to indicate

  Clarifies language regarding enforceability of contracts for the sale of goods.

• § 2-201

  his or her the party’s → the party’s

  Corrects grammatical structure in the statute related to authority.

• § 2-202

  or supplemented supplemented: → or supplemented:

  Removes redundancy in explaining the treatment of confirmatory memoranda.

• § 2-203

  a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. → a sealed instrument, and the law with respect to sealed instruments does not apply.

  Clarifies the language around the status of seals in contracts.

Action History

1. August 18, 2023

   Signed by Governor

2. June 30, 2023

   Passed By House. Votes: 41 YES

3. June 20, 2023

   Reported Out of Committee (Economic Development/Banking/Insurance & Commerce) in House with 2 Favorable, 6 On Its Merits

4. June 16, 2023

   Assigned to Economic Development/Banking/Insurance & Commerce Committee in House

5. June 15, 2023

   Passed By Senate. Votes: 21 YES

6. June 07, 2023

   Reported Out of Committee (Judiciary) in Senate with 1 Favorable, 5 On Its Merits

7. June 01, 2023

   Introduced and Assigned to Judiciary Committee in Senate

Sponsors

• Kyle Evans Gay · Primary
• Brian Pettyjohn · Primary
• William Bush · Primary
• Spiros Mantzavinos · Primary

Votes

Subjects