HB 474 — Uniform Commercial Code Modifications
Last action — Governor Signed
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✓Introduced
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✓In Committee
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✓Passed House
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✓Passed Senate
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✓To Executive
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6Enacted
This bill has been enacted into law. Introduced February 03, 2026. Enacted.
Signed by Governor Spencer Cox (Republican) on March 23, 2026.
Odds of enactment
High chanceBased on the sponsor, cosponsors, and committee posture, this bill has a high chance of becoming law.
Upgrade to see the exact probability and what's driving it.
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Prognosis
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Enacted
Current position in the legislative process.
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2 sponsors
1 primary, 1 co-sponsors signed on.
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Single-party support
Sponsorship is currently within one party (2 R).
Based on stage, sponsorship breadth, committee status, recorded votes, and cross-state momentum — a description of the observable signals, not a prediction.
Bill Text
What changed in the latest version
4366 added · 3989 removedPlain-language change summary
The recent amendments to Bill HB 474 include changes to regulations surrounding funds transfers, how purchasers control their security interests, and the management of deposit accounts and electronic records of chattel paper. These updates also adjust the requirements for notifications related to the disposition of collateral. These changes are important because they clarify and modernize the legal framework, ensuring smoother transactions and better protection for parties involved in financial agreements.
HB0474S01Enrolled comparedCopy withH.B. HB0474 {Omitted text} shows text that was in HB0474 but was omitted in HB0474S01 inserted text shows text that was not in HB0474 but was inserted into HB0474S01 DISCLAIMER:
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Uniform Commercial Code Modifications GENERAL SESSION STATE OF UTAH Chief Sponsor:
3Kirk LONGA. TITLE General Description:
Cullimore 3 LONG TITLE General Description:
▸ provides for the discharge of an account debtor's obligation on a controllable accouHtaccount or controllable payment intangible;
B ▸ establishes the governing law for a controllable electronic record;
4 ▸ provides where a branch of a bank is considered to be located for a choice of law provision;
HB0474 compared with HB0474S01 ▸ amends provisions relating to control of an electronic document of title;
▸ provides the circumstances under which a secured party has control of a controllable electronicH.B. record;
474 Enrolled Copy electronic record;
15-8-415-8-4, , as last amended by Laws of Utah 2014, Chapter 189 32B-14-10232B-14-102, , as enacted by Laws of Utah 2010, Chapter 276 46-4-40346-4-403, , as last amended by Laws of Utah 2007, Chapter 272 70A-1a-20170A-1a-201, , as last amended by Laws of Utah 2024, Chapter 129 70A-1a-20470A-1a-204, , as enacted by Laws of Utah 2007, Chapter 272 70A-1a-30170A-1a-301, , as enacted by Laws of Utah 2007, Chapter 272 70A-1a-30670A-1a-306, , as enacted by Laws of Utah 2007, Chapter 272 70A-2-10270A-2-102, , as enacted by Laws of Utah 1965, Chapter 154 -70A-2-106, 2 - HB0474 compared with HB0474S01 70A-2-106 , as enacted by Laws of Utah 1965, Chapter 154 70A-2-20170A-2-201, , as enacted by Laws of Utah 1965, Chapter 154 70A-2-20270A-2-202, , as last amended by Laws of Utah 2007, Chapter 272 70A-2-20370A-2-203, , as enacted by Laws of Utah 1965, Chapter 154 70A-2-20570A-2-205, , as enacted by Laws of Utah 1965, Chapter 154 70A-2-20970A-2-209, , as enacted by Laws of Utah 1965, Chapter 154 70A-2a-10270A-2a-102, , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-10370A-2a-103, , as last amended by Laws of Utah 2013, Chapter 225 70A-2a-10770A-2a-107, , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-201 , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-202 , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-203 , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-205 , as enacted by Laws of Utah 1990, Chapter 197 70A-2a-208 , as enacted by Laws of Utah 1990, Chapter 197 70A-3-104 , as last amended by Laws of Utah 1998, Chapter 60 70A-3-105 , as repealed and reenacted by Laws of Utah 1993, Chapter 237 70A-3-401 , as repealed and reenacted by Laws of Utah 1993, Chapter 237 70A-3-604 , as repealed and reenacted by Laws of Utah 1993, Chapter 237 70A-4a-103 , as last amended by Laws of Utah 1993, Chapter 237 70A-4a-201 , as enacted by Laws of Utah 1990, Chapter 294 70A-4a-202 , as enacted by Laws of Utah 1990, Chapter 294 70A-4a-203 , as enacted by Laws of Utah 1990, Chapter 294 70A-4a-207 , as last amended by Laws of Utah 2015, Chapter 258 70A-4a-208 , as last amended by Laws of Utah 1993, Chapter 237 70A-4a-210 , as last amended by Laws of Utah 1993, Chapter 237 70A-4a-211 , as last amended by Laws of Utah 1993, Chapter 237 70A-4a-305 , as last amended by Laws of Utah 1993, Chapter 237 70A-5-104 , as repealed and reenacted by Laws of Utah 1997, Chapter 241 70A-5-116 , as repealed and reenacted by Laws of Utah 1997, Chapter 241 70A-7a-102 , as last amended by Laws of Utah 2007, Chapter 272 70A-7a-106 , as enacted by Laws of Utah 2006, Chapter 42 - 32 - HB0474Enrolled comparedCopy withH.B. HB0474S01 70A-8-101 , as last amended by Laws of Utah 2012, Chapter 386 70A-8-102 , as last amended by Laws of Utah 2006, Chapter 42 70A-8-105 , as last amended by Laws of Utah 2000, Chapter 252 70A-8-109 , as last amended by Laws of Utah 2000, Chapter 252 70A-8-303 , as last amended by Laws of Utah 2016, Chapter 22 70A-9a-102 , as last amended by Laws of Utah 2013, Chapter 225 70A-9a-102.1 , as last amended by Laws of Utah 2007, Chapter 272 70A-9a-104 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-203 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-204 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-207 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-208 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-209 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-210 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-301 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-304 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-305 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-310 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-312 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-313 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-314 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-316 , as last amended by Laws of Utah 2013, Chapter 225 70A-9a-317 , as last amended by Laws of Utah 2013, Chapter 225 70A-9a-323 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-324 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-330 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-331 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-332 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-334 , as last amended by Laws of Utah 2001, Chapter 132 70A-9a-341 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-404 , as enacted by Laws of Utah 2000, Chapter 252 - 4 - HB0474 compared with HB0474S01 70A-9a-406 , as last amended by Laws of Utah 2013, Chapter 225 70A-9a-408 , as last amended by Laws of Utah 2013, Chapter 225 70A-9a-509 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-513 , as last amended by Laws of Utah 2024, Chapter 121 70A-9a-601 , as last amended by Laws of Utah 2006, Chapter 42 70A-9a-605 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-608 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-611 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-613 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-614 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-615 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-616 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-619 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-620 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-621 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-624 , as enacted by Laws of Utah 2000, Chapter 252 70A-9a-628 , as enacted by Laws of Utah 2000, Chapter 252 70C-2-204 , as last amended by Laws of Utah 2007, Chapter 272 ENACTS:
70A-9a-105.1474 ,70A-2a-201, as enacted by Laws of Utah Code1990, AnnotatedChapter 1953197 70A-9a-107.170A-2a-202, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953197 70A-9a-107.270A-2a-203, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953197 70A-9a-306.170A-2a-205, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953197 70A-9a-306.270A-2a-208, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953197 70A-9a-314.170A-3-104, ,as last amended by Laws of Utah Code1998, AnnotatedChapter 195360 70A-9a-326.170A-3-105, ,as repealed and reenacted by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12-10170A-3-401, ,as repealed and reenacted by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12-10270A-3-604, ,as repealed and reenacted by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12-10370A-4a-103, ,as last amended by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12-10470A-4a-201, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953294 70A-12-10570A-4a-202, ,as enacted by Laws of Utah Code1990, AnnotatedChapter 1953294 -70A-4a-203, 5as -enacted HB0474by comparedLaws withof HB0474S01Utah 70A-12-1061990, ,Chapter 294 70A-4a-207, as last amended by Laws of Utah Code2015, AnnotatedChapter 1953258 70A-12-10770A-4a-208, ,as last amended by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12a-10170A-4a-210, ,as last amended by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12a-10270A-4a-211, ,as last amended by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12a-20170A-4a-305, ,as last amended by Laws of Utah Code1993, AnnotatedChapter 1953237 70A-12a-30170A-5-104, ,as repealed and reenacted by Laws of Utah Code1997, AnnotatedChapter 1953241 70A-12a-30270A-5-116, ,as repealed and reenacted by Laws of Utah Code1997, AnnotatedChapter 1953241 70A-12a-30370A-7a-102, ,as last amended by Laws of Utah Code2007, AnnotatedChapter 1953272 70A-12a-30470A-7a-106, ,as enacted by Laws of Utah Code2006, AnnotatedChapter 195342 70A-12a-30570A-8-101, ,as last amended by Laws of Utah Code2012, AnnotatedChapter 1953386 70A-12a-30670A-8-102, ,as last amended by Laws of Utah Code2006, AnnotatedChapter 195342 70A-13-10170A-8-105, ,as last amended by Laws of Utah Code2000, AnnotatedChapter 1953252 70A-14-10170A-8-109, ,as last amended by Laws of Utah Code2000, AnnotatedChapter 1953252 70A-15-10170A-8-303, ,as last amended by Laws of Utah Code2016, AnnotatedChapter 195322 70A-16-10170A-9a-102, ,as last amended by Laws of Utah Code2013, AnnotatedChapter 1953225 70A-17-10170A-9a-102.1, ,as last amended by Laws of Utah Code2007, AnnotatedChapter 1953272 70A-18-10170A-9a-104, ,as enacted by Laws of Utah Code2000, AnnotatedChapter 1953252 70A-19-10170A-9a-203, ,as last amended by Laws of Utah Code2006, AnnotatedChapter 195342 REPEALS70A-9a-204, ANDas REENACTS:enacted by Laws of Utah 2000, Chapter 252 70A-9a-207, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-208, as last amended by Laws of Utah 2006, Chapter 42 - 3 - H.B.
70A-9a-105474 ,Enrolled Copy 70A-9a-209, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-210, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-301, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-304, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-305, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-310, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-312, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-313, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-314, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-316, as last amended by Laws of Utah 2013, Chapter 225 RENUMBERS70A-9a-317, ANDas AMENDS:last amended by Laws of Utah 2013, Chapter 225 70A-9a-323, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-324, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-330, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-331, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-332, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-334, as last amended by Laws of Utah 2001, Chapter 132 70A-9a-341, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-404, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-406, as last amended by Laws of Utah 2013, Chapter 225 70A-9a-408, as last amended by Laws of Utah 2013, Chapter 225 70A-9a-509, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-513, as last amended by Laws of Utah 2024, Chapter 121 70A-9a-601, as last amended by Laws of Utah 2006, Chapter 42 70A-9a-605, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-608, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-611, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-613, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-614, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-615, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-616, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-619, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-620, as enacted by Laws of Utah 2000, Chapter 252 70A-9a-621, as enacted by Laws of Utah 2000, Chapter 252 - 4 - Enrolled Copy H.B.
70A-20-101474 ,70A-9a-624, (Renumbered from 70A-10-103, as enacted by Laws of Utah 1965,2000, Chapter 154)252 70A-20-10270A-9a-628, ,as (Renumberedenacted fromby 70A-10-104,Laws of Utah 2000, Chapter 252 70C-2-204, as last amended by Laws of Utah 2007, Chapter 272)272 REPEALS:ENACTS:
70A-10-10170A-9a-105.1, ,Utah asCode enactedAnnotated by1953 Laws70A-9a-107.1, ofUtah Code Annotated 1953 70A-9a-107.2, Utah 1965,Code ChapterAnnotated 1541953 70A-10-10270A-9a-306.1, ,Utah asCode lastAnnotated amended1953 by70A-9a-306.2, LawsUtah ofCode Annotated 1953 70A-9a-314.1, Utah 2007,Code ChapterAnnotated 3061953 Be70A-9a-326.1, itUtah enactedCode byAnnotated the1953 Legislature70A-12-101, ofUtah theCode stateAnnotated of1953 Utah:70A-12-102, Utah Code Annotated 1953 70A-12-103, Utah Code Annotated 1953 70A-12-104, Utah Code Annotated 1953 70A-12-105, Utah Code Annotated 1953 70A-12-106, Utah Code Annotated 1953 70A-12-107, Utah Code Annotated 1953 70A-12a-101, Utah Code Annotated 1953 70A-12a-102, Utah Code Annotated 1953 70A-12a-201, Utah Code Annotated 1953 70A-12a-301, Utah Code Annotated 1953 70A-12a-302, Utah Code Annotated 1953 70A-12a-303, Utah Code Annotated 1953 70A-12a-304, Utah Code Annotated 1953 70A-12a-305, Utah Code Annotated 1953 70A-12a-306, Utah Code Annotated 1953 70A-13-101, Utah Code Annotated 1953 70A-14-101, Utah Code Annotated 1953 70A-15-101, Utah Code Annotated 1953 70A-16-101, Utah Code Annotated 1953 70A-17-101, Utah Code Annotated 1953 70A-18-101, Utah Code Annotated 1953 70A-19-101, Utah Code Annotated 1953 - 5 - H.B.
474 Enrolled Copy REPEALS AND REENACTS:
70A-9a-105, as last amended by Laws of Utah 2013, Chapter 225 RENUMBERS AND AMENDS:
70A-20-101, (Renumbered from 70A-10-103, as enacted by Laws of Utah 1965, Chapter 154) 70A-20-102, (Renumbered from 70A-10-104, as last amended by Laws of Utah 2007, Chapter 272) REPEALS:
70A-10-101, as enacted by Laws of Utah 1965, Chapter 154 70A-10-102, as last amended by Laws of Utah 2007, Chapter 306 Be it enacted by the Legislature of the state of Utah:
15-8-4.15-8-4 .
- 6 - HB0474 compared with HB0474S01 (1) Rental purchase agreements that comply with this chapter are not governed by the laws relating to:
32B-14-102.32B-14-102 .
(1) "Affected party" means a supplier or wholesaler who is a party to a distributorship agreement- that6 a- terminatingEnrolled partyCopy seeksH.B. to terminate or not renew.
(2)474 (a) "Distributorship agreement" means a written agreement betweenthat a supplierterminating andparty aseeks wholesaler pursuant to whichterminate the wholesaler has the right to purchase, resell, and distribute in a designated geographical area any brand of beer manufactured, imported, or distributednot byrenew. the supplier.
(2)(a) "Distributorship agreement" means a written agreement between a supplier and a wholesaler pursuant to which the wholesaler has the right to purchase, resell, and distribute in a designated geographical area any brand of beer manufactured, imported, or distributed by the supplier.
(4) "Good faith" [is as] means the same as that termsterm is defined in [Subsection 70A-1a-201(2)70A-1a-201(2)(t)] (t)] Section 70A-1a-201.
- 7 - HB0474 compared with HB0474S01 (5) "Retailer" means a beer retailer.
46-4-403.46-4-403 .
(3)- A7 system- satisfiesH.B. Subsection (2), and a person is deemed to have control of a transferable record, if the transferable record is created, stored, and assigned in such a manner that:
474 Enrolled Copy (3) A system satisfies Subsection (2), and a person is deemed to have control of a transferable record, if the transferable record is created, stored, and assigned in such a manner that:
- 8 - HB0474 compared with HB0474S01 (e) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy;
(4)(4)(a) (a) Except as otherwise agreed, a person having control of a transferable record is the holder, as that term is defined in [Subsection 70A-1a-201(2)(u)] Section 70A-1a-201, of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under Title 70A, Uniform Commercial Code, including, if the applicable statutory requirements under Subsection 70A-3-302(1), Section 70A-7a-501, or Section 70A-9a-308 are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated, or a purchaser, respectively.
(6)(6)(a) (a) If requested by a person against which enforcement is sought, the person seeking to enforce the transferable record shall provide reasonable proof that the person is in control- of8 the- transferableEnrolled record.Copy H.B.
Show all 500 changed lines (460 more)
474 control of the transferable record.
70A-1a-201.70A-1a-201 .
- 9 - HB0474 compared with HB0474S01 (a) "Action," in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined.
A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the- business9 of- sellingH.B. goods of that kind.
474 Enrolled Copy the business of selling goods of that kind.
- 10 - HB0474 compared with HB0474S01 (i) made directly available to a consumer by such entities;
(o)- "Defendant"10 includes- aEnrolled personCopy inH.B. the position of defendant in a counterclaim, cross-claim, or third- party claim.
474 (o) "Defendant" includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.
- 11 - HB0474 compared with HB0474S01 [(s)] (t) "Fungible goods" means:
[(y)] (z)(z)(i) (i) "Money" means a medium of exchange that is currently authorized or adopted- by11 a- domesticH.B. or foreign government.
474 Enrolled Copy adopted by a domestic or foreign government.
[(bb)] (cc)(cc)(i) - 12 - HB0474 compared with HB0474S01 (i) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, instrumentality, [public corporation, ]or any other legal or commercial entity.
[(hh)]- (ii)12 "Representative"- meansEnrolled aCopy personH.B. empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.
474 [(hh)] (ii) "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.
[(jj)] (kk)(kk)(i) (i) "Security interest" means an interest in personal property or fixtures which secures payment or performance of an obligation.
(iii) [ ]"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 Section 70A-2-401, but a buyer may also - 13 - HB0474 compared with HB0474S01 acquire a "security interest" by complying with Chapter 9a, Uniform Commercial Code - Secured Transactions.
[(ll)]- (mm)13 (i)- ["Signed"H.B. includes using any symbol executed or adopted with present intention to adopt or accept a writing.] "Sign" means, with present intent to authenticate or adopt a record:
474 Enrolled Copy [(ll)] (mm)(i) ["Signed" includes using any symbol executed or adopted with present intention to adopt or accept a writing.] "Sign" means, with present intent to authenticate or adopt a record:
- 14 - HB0474 compared with HB0474S01 [(qq)] (rr) "Warehouse receipt" means a receipt issued by a person engaged in the business of storing goods for hire.
70A-1a-204.70A-1a-204 .
70A-1a-301.70A-1a-301 .
(1) Except as provided in this section, when a transaction bears a reasonable relation to this state- and14 also- toEnrolled anotherCopy stateH.B. 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.
474 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.
- 15 - HB0474 compared with HB0474S01 (f) applicability of the chapter on investment securities under Section 70A-8-109;[ or] (g) law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens under Sections 70A-9a-301 through 70A-9a-307[.] ;
70A-1a-306.70A-1a-306 .
70A-2-102.70A-2-102 .
(a) if the sale-of-goods aspects do not predominate, only the provisions of this chapter which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions- that15 relate- primarilyH.B. to the transaction as a whole do not apply;
474 Enrolled Copy provisions that relate primarily to the transaction as a whole do not apply;
-70A-2-106 16. - HB0474 compared with HB0474S01 70A-2-106.
70A-2-201.- 16 - Enrolled Copy H.B.
474 70A-2-201 .
A [writing] record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this [paragraph][ paragraph] Subsection (1) beyond the quantity of goods shown in [such writing] the record.
(2) Between merchants if within a reasonable time a [writing] record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, - 17 - HB0474 compared with HB0474S01 it satisfies the requirements of Subsection (1) against [such] the party unless [written ]notice in a record of objection to its contents is given within 10 days after it is received.
70A-2-202.70A-2-202 .
Final { } expression -- Parol or extrinsic evidence.
and (2)- by17 evidence- ofH.B. consistent additional terms unless the court finds the [writing] record to have been intended also as a complete and exclusive statement of the terms of the agreement.
474 Enrolled Copy (2) by evidence of consistent additional terms unless the court finds the [writing] record to have been intended also as a complete and exclusive statement of the terms of the agreement.
70A-2-203.70A-2-203 .
70A-2-205.70A-2-205 .
- 18 - HB0474 compared with HB0474S01 An offer by a merchant to buy or sell goods in a signed [writing] record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months;
70A-2-209.70A-2-209 .
70A-2a-102.70A-2a-102 .
(1) This chapter applies to any transaction, regardless of form, that creates a lease and, in- the18 case- ofEnrolled aCopy hybridH.B. lease, it applies to the extent provided in Subsection (2).
474 in the case of a hybrid lease, it applies to the extent provided in Subsection (2).
and - 19 - HB0474 compared with HB0474S01 (b) if the lease-of-goods aspects predominate, this chapter applies to the transaction, but does not preclude application in appropriate circumstances of other law to aspects of the lease which do not relate to the lease of goods.
70A-2a-103.70A-2a-103 .
(e)- "Consumer19 lease"- meansH.B. a lease that a lessor, regularly engaged in the business of leasing or selling, makes to a lessee, who is an individual and who takes under the lease primarily for a personal, family, or household purpose.
474 Enrolled Copy (e) "Consumer lease" means a lease that a lessor, regularly engaged in the business of leasing or selling, makes to a lessee, who is an individual and who takes under the lease primarily for a personal, family, or household purpose.
- 20 - HB0474 compared with HB0474S01 (A) the lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;
and (III) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and- warranties,20 including- anyEnrolled disclaimersCopy andH.B. limitations of them or of remedies.
474 and warranties, including any disclaimers and limitations of them or of remedies.
- 21 - HB0474 compared with HB0474S01 [(i)] (j) "Installment lease contract" means a lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause stating "each delivery is a separate lease" or its equivalent.
[(o)] (p) "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, 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- include21 a- pawnbroker.H.B.
474 Enrolled Copy not include a pawnbroker.
- 22 - HB0474 compared with HB0474S01 [(s)] (t) "Lot" means a parcel or single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.
(c)- "Encumbrance,"22 Section- 70A-2a-309.Enrolled Copy H.B.
474 (c) "Encumbrance," Section 70A-2a-309.
- 23 - HB0474 compared with HB0474S01 (f) "Document," [Subsection 70A-9a-102(30)] Section 70A-9a-102.
70A-2a-107.70A-2a-107 .
Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a [written{]}[written ]waiver or renunciation in a signed [and] record delivered by the aggrieved party.
70A-2a-201.70A-2a-201 .
(a)- in23 a- leaseH.B. contract that is not a consumer lease, the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000;
474 Enrolled Copy (a) in a lease contract that is not a consumer lease, the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000;
- 24 - HB0474 compared with HB0474S01 (3) A [writing] record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under Subsection (1)(b) beyond the lease term and the quantity of goods shown in the [writing] record.
70A-2a-202.70A-2a-202 .
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a [writing] record 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- of24 any- priorEnrolled agreementCopy orH.B. of a contemporaneous oral agreement, but may be explained or supplemented:
474 evidence of any prior agreement or of a contemporaneous oral agreement, but may be explained or supplemented:
-70A-2a-203 25. - HB0474 compared with HB0474S01 70A-2a-203.
70A-2a-205.70A-2a-205 .
70A-2a-208.70A-2a-208 .
(2) A signed lease agreement that excludes modification or rescission except by a signed [writing][ writing] record may not be otherwise modified or rescinded.
70A-3-104.70A-3-104 .
(a)- is25 payable- toH.B. bearer or to order at the time it is issued or first comes into possession of a holder;
474 Enrolled Copy (a) is payable to bearer or to order at the time it is issued or first comes into possession of a holder;
- 26 - HB0474 compared with HB0474S01 (i) an undertaking or power to give, maintain, or protect collateral to secure payment;
(6)(6)(a) (a) "Check" means:
(8) "Teller's check" means a draft drawn by a bank either on another bank, or payable at or through- a26 bank.- Enrolled Copy H.B.
474 through a bank.
and - 27 - HB0474 compared with HB0474S01 (d) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.
(11)(11)(a) (a) "Demand draft" means a writing not signed by a customer that is created by a third party under the purported authority of the customer for the purpose of charging the customer's account with a bank.
70A-3-105.70A-3-105 .
(3) "Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.- 27 - H.B.
474 Enrolled Copy instrument.
70A-3-401.70A-3-401 .
- 28 - HB0474 compared with HB0474S01 [(1)] A person is not liable on an instrument unless:
70A-3-604.70A-3-604 .
(1)(1)(a) (a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument by:
70A-4a-103.70A-4a-103 .
- 2928 - HB0474Enrolled comparedCopy withH.B. HB0474S01 (3) "Payment order" means an instruction of a sender to a receiving bank, transmitted orally[,{]} {[} electronically, or in writing,] or in a record to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary if:
474 (3) "Payment order" means an instruction of a sender to a receiving bank, transmitted orally[, electronically, or in writing,] or in a record to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary if:
70A-4a-201.70A-4a-201 .
70A-4a-202.70A-4a-202 .
(1) A payment order received by the receiving bank is the authorized order of the person identified- as29 sender- ifH.B. that person authorized the order or is otherwise bound by it under the law of agency.
(2)474 -Enrolled 30Copy -identified HB0474as comparedsender withif HB0474S01 (a) If a bank and its customer have agreed that theperson authenticityauthorized of payment orders issued to the bankorder inor theis nameotherwise ofbound the customer as sender will be verified pursuant to a security procedure, a payment order received by theit receivingunder bank is effective as the orderlaw of theagency. customer, whether or not authorized, if:
(2)(a) If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if:
and (ii) the bank proves that it accepted the payment order in good faith and in compliance with the bank's obligations under the security procedure and any [written[ written ]agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer.
(5) This section applies to amendments and cancellations of payment orders to the same extent- it30 applies- toEnrolled paymentCopy orders.H.B.
474 extent it applies to payment orders.
- 31 - HB0474 compared with HB0474S01 Section 30.
70A-4a-203.70A-4a-203 .
(3)(3)(a) (a) The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by:
70A-4a-207.70A-4a-207 .
(a) Except as otherwise provided in Subsection (3), the beneficiary's bank may treat the person identified by number as the beneficiary of the order if the bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the - 3231 - HB0474H.B. compared with HB0474S01 beneficiary of the order.
474 Enrolled Copy that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order.
70A-4a-208.- 32 - Enrolled Copy H.B.
474 70A-4a-208 .
- 33 - HB0474 compared with HB0474S01 (1) This subsection applies to a payment order identifying an intermediary bank or beneficiary's bank by an identifying number.
(d)- If33 the- receivingH.B. bank knows that the name and number identify different persons, reliance on either the name or the number in executing the sender's payment order is a breach of the obligation stated in Subsection 70A-4a-302(1)(a).
-474 34Enrolled -Copy HB0474(d) comparedIf withthe HB0474S01receiving Sectionbank 33.knows that the name and number identify different persons, reliance on either the name or the number in executing the sender's payment order is a breach of the obligation stated in Subsection 70A-4a-302(1)(a).
Section 33.
70A-4a-210.70A-4a-210 .
70A-4a-211.70A-4a-211 .
(1) A communication of the sender of a payment order canceling or amending the order may- be34 transmitted- toEnrolled theCopy receivingH.B. bank orally[, electronically,] or in [writing] a record.
If474 amay securitybe proceduretransmitted isto in effect between the sender and the receiving bank,bank theorally[, communicationelectronically,] is not effective - 35 - HB0474 compared with HB0474S01 to cancel or amendin the[writing] ordera unlessrecord. the communication is verified pursuant to the security procedure or the bank agrees to the cancellation or amendment.
If a security procedure is in effect between the sender and the receiving bank, the communication is not effective to cancel or amend the order unless the communication is verified pursuant to the security procedure or the bank agrees to the cancellation or amendment.
Amendment of a payment order is deemed to be cancellation of the original- order35 at- theH.B. time of amendment and issue of a new payment order in the amended form at the same time.
(6)474 UnlessEnrolled otherwiseCopy providedoriginal inorder anat agreement of the partiestime or in a funds transfer system rule, if the receiving bank, after accepting a payment order, agrees to cancellation or amendment of the order by the sender or is bound by a funds transfer system rule allowing cancellation or amendment without the bank's agreement, the sender, whether or not cancellation or amendment is effective, is - 36 - HB0474 compared with HB0474S01 liable to the bank for any loss and expenses,issue includingof reasonablea attorneys'new fees,payment incurredorder byin the bankamended asform aat result of the cancellationsame ortime. amendment or attempted cancellation or amendment.
(6) Unless otherwise provided in an agreement of the parties or in a funds transfer system rule, if the receiving bank, after accepting a payment order, agrees to cancellation or amendment of the order by the sender or is bound by a funds transfer system rule allowing cancellation or amendment without the bank's agreement, the sender, whether or not cancellation or amendment is effective, is liable to the bank for any loss and expenses, including reasonable attorneys' fees, incurred by the bank as a result of the cancellation or amendment or attempted cancellation or amendment.
70A-4a-305.70A-4a-305 .
(2)(2)(a) (a) If execution of a payment order by a receiving bank in breach of Section 70A-4a-302 results in noncompletion of the funds transfer, failure to use an intermediary bank designated by the originator, or issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by Subsection (1), resulting from the improper execution.
(3) In addition to the amounts payable under Subsections (1) and (2), damages, including consequential damages, are recoverable to the extent provided in an express [written ]agreement] agreement of the receiving bank, evidenced by a record.
(4)- If36 a- receivingEnrolled bankCopy failsH.B. to execute a payment order it was obliged by express agreement to execute, the receiving bank is obliged to compensate the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute.
474 (4) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is obliged to compensate the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute.
If a claim is made for breach of - 37 - HB0474 compared with HB0474S01 the agreement under Subsection (4) and the agreement does not provide for damages, reasonable attorneys' fees are recoverable if demand for compensation under Subsection (4) is made and refused before an action is brought on the claim.
70A-5-104.70A-5-104 .
A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record{.}[record[ and is authenticated:] {[(1)}. } .by a signature;
[(1) by a signature;
70A-5-116.70A-5-116 .
(3)- [37 ]For- theH.B. purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under [this ]Subsection [(2)] (4).
474 Enrolled Copy (3) [ ]For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under [this ]Subsection [(2)] (4).
- 38 - HB0474 compared with HB0474S01 [(3)] (5)(5)(a) (a) Except as otherwise provided in this Subsection [(3)(a)] (5)(a), the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject.
70A-7a-102.70A-7a-102 .
(d)- "Consignor"38 means- aEnrolled personCopy namedH.B. in a bill of lading as the person from which the goods have been received for shipment.
474 (d) "Consignor" means a person named in a bill of lading as the person from which the goods have been received for shipment.
- 39 - HB0474 compared with HB0474S01 (f) "Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(3)- In39 addition, Chapter 1a, Uniform Commercial Code - GeneralH.B. Provisions, contains general definitions and principles of construction and interpretation applicable throughout this chapter.
474 Enrolled Copy (3) In addition, Chapter 1a, Uniform Commercial Code - General Provisions, contains general definitions and principles of construction and interpretation applicable throughout this chapter.
70A-7a-106.70A-7a-106 .
- 40 - HB0474 compared with HB0474S01 (2) A system satisfies Subsection (1), and a person [is considered to have] has control of an electronic document of title, if the document is created, stored, and [assigned] transferred in [such ]a manner that:
(3) A system satisfies Subsection (1) and a person has control of an electronic document of title, if an authoritative electronic copy of the document, a record attached to or logically associated with the electronic copy, or {s } a system in which the electronic copy is recorded:
(i)- prevent40 others- fromEnrolled addingCopy orH.B. changing the person to which each authoritative electronic copy has been issued or transferred;
474 (i) prevent others from adding or changing the person to which each authoritative electronic copy has been issued or transferred;
(a) the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of - 41 - HB0474 compared with HB0474S01 the document of title or has a protocol that is programmed to cause a change, including a transfer or loss of control;
70A-8-101.70A-8-101 .
(1)- As41 used- inH.B. this chapter:
474 Enrolled Copy (1) As used in this chapter:
- 42 - HB0474 compared with HB0474S01 (c) "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.
(i)(i)(i) (i) "Financial asset," except as otherwise provided in Section 70A-8-102, means:
(B) an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued- or42 dealt- inEnrolled asCopy aH.B. medium for investment;
474 issued or dealt in as a medium for investment;
- 43 - HB0474 compared with HB0474S01 (ii) As context requires, "financial asset" means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.
(ii)- is43 one- ofH.B. a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations;
and474 (iii)Enrolled (A)Copy is,(ii) or is one of a type,class dealtor inseries or tradedby onits securitiesterms exchangesis divisible into a class or securitiesseries markets;of shares, participations, interests, or obligations;
and (iii)(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets;
- 44 - HB0474 compared with HB0474S01 (q) "Security certificate" means a certificate representing a security.
70A-8-102.70A-8-102 .
(1) A share or similar equity interest issued by a corporation, business trust, joint stock company,- or44 similar- entityEnrolled isCopy aH.B. security.
474 company, or similar entity is a security.
"Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, - 45 - HB0474 compared with HB0474S01 or a face-amount certificate issued by a face-amount certificate company that is so registered.
70A-8-105.70A-8-105 .
or (b) the certificate is registered in the name of the purchaser, upon original issue or registration- of45 transfer- byH.B. the issuer.
474 Enrolled Copy registration of transfer by the issuer.
- 46 - HB0474 compared with HB0474S01 (4) A purchaser has "control" of a security entitlement if:
(9)- If46 a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this chapter or Chapter 9a, Uniform Commercial Code - SecuredEnrolled Transactions,Copy otherwiseH.B. provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.
474 (9) If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this chapter or Chapter 9a, Uniform Commercial Code - Secured Transactions, otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.
-70A-8-109 47. - HB0474 compared with HB0474S01 70A-8-109.
(5) The following rules determine a "securities intermediary's jurisdiction" for purposes of this- section:47 - H.B.
474 Enrolled Copy this section:
(b) If Subsection (5)(a) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is - 48 - HB0474 compared with HB0474S01 governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
70A-8-303.70A-8-303 .
and (d)- for48 a- shareEnrolled ofCopy stockH.B. issued by a land company or a water company:
474 (d) for a share of stock issued by a land company or a water company:
- 49 - HB0474 compared with HB0474S01 (2) [In addition to acquiring the rights of a purchaser, a ] A protected purchaser acquires the purchaser's interest in the certificated or uncertificated security, share of stock in a land company, or share of stock in a water company free of any adverse claim.
70A-9a-102.70A-9a-102 .
(2)(2)(a) (a) "Account," except as used in "account for[,]",for," "account to," "commodity account" in Subsection (15), "customer's account," "deposit account" in Subsection (32), "on account of," and "statement of account," means a right to payment of a monetary obligation, whether or not earned by performance:
(ii)- commercial49 tort- claims;H.B.
474 Enrolled Copy (ii) commercial tort claims;
(v) letter-of-credit rights or letters of credit;[ or] - 50 - HB0474 compared with HB0474S01 (vi) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card[.] ;
(3)(3)(a) (a) "Account debtor" means a person obligated on an account, chattel paper, or general intangible.
[(7)- "Authenticate"50 means:]- [(a)Enrolled toCopy sign;H.B.
or]474 [(b)[(7) with"Authenticate" presentmeans:] intent[(a) to adoptsign; or accept a record, to attach to or logically associate with the record an electronic sound, symbol, or process.] - 51 - HB0474 compared with HB0474S01 (7) (a) "Assignee," except as used in "assignee for benefit of creditors," means a person:
or] [(b) with present intent to adopt or accept a record, to attach to or logically associate with the record an electronic sound, symbol, or process.] (7)(a) "Assignee," except as used in "assignee for benefit of creditors," means a person:
(8)(8)(a) (a) "Assignor" means a person that:
[(8)] (9)(9)(a) (a) "Bank" means an organization that is engaged in the business of banking.
[(10)] (11)(11)(a) (a) "Certificate of title" means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral.
[(11)[(11)(a) (a) "Chattel paper" means a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods- and51 software- usedH.B. in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.
In474 thisEnrolled SubsectionCopy -goods 52and -software HB0474used comparedin withthe HB0474S01goods, (11), "monetary obligation" means a monetarysecurity obligationinterest securedin byspecific the goods orand owedlicense under a lease of the goods and includes a monetary obligation with respect to software used in the goods.]goods, [(b)a "Chattellease paper"of doesspecific notgoods, include:]or [(i)a charterslease orof otherspecific contractsgoods involvingand thelicense useof orsoftware hireused ofin athe vessel;goods.
or]In [(ii)this recordsSubsection that(11), evidence"monetary aobligation" rightmeans toa paymentmonetary arisingobligation outsecured ofby the usegoods of a credit or chargeowed cardunder ora informationlease containedof or for use with the card.]goods [(c)and Ifincludes a transactionmonetary isobligation evidencedwith byrespect recordsto thatsoftware includeused anin instrumentthe orgoods.] series[(b) of"Chattel instruments,paper" thedoes groupnot ofinclude:] records[(i) takencharters togetheror constitutesother chattelcontracts paper.]involving (12)the (a)use "Chattelor paper"hire means:of a vessel;
or] [(ii) records that evidence a right to payment arising out of the use of a credit or charge card or information contained or for use with the card.] [(c) If a transaction is evidenced by records that include an instrument or series of instruments, the group of records taken together constitutes chattel paper.] (12)(a) "Chattel paper" means:
and (ii)- does52 not- includeEnrolled damagesCopy arisingH.B. out of personal injury to or the death of an individual.
-474 53(ii) -does HB0474not comparedinclude withdamages HB0474S01arising [(14)]out (15)of "Commoditypersonal account"injury meansto anor accountthe maintaineddeath byof aan commodityindividual. intermediary in which a commodity contract is carried for a commodity customer.
[(14)] (15) "Commodity account" means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.
(b) with respect to each delivery, the aggregate value of the goods is $1,000 or more at the- time53 of- delivery;H.B.
474 Enrolled Copy the time of delivery;
- 54 - HB0474 compared with HB0474S01 [(22)] (23) "Consumer debtor" means a debtor in a consumer transaction.
[(26)] (27)(27)(a) (a) "Consumer transaction" means a transaction in which:
(b)- a54 seller- ofEnrolled accounts,Copy chattelH.B. paper, payment intangibles, or promissory notes;
474 (b) a seller of accounts, chattel paper, payment intangibles, or promissory notes;
[(29)] (32)(32)(a) - 55 - HB0474 compared with HB0474S01 (a) "Deposit account" means a demand, time, savings, passbook, or similar account maintained with a bank.
[(40)] (43)(43)(a) (a) "Fixture filing" means the filing of a financing statement covering goods that- are55 or- areH.B. to become fixtures and satisfying Subsections 70A-9a-502(1) and (2).
-474 56Enrolled -Copy HB0474that comparedare withor HB0474S01are (b)to "Fixturebecome filing"fixtures includesand thesatisfying filingSubsections of70A-9a-502(1) aand financing(2). statement covering goods of a transmitting utility which are or are to become fixtures.
(b) "Fixture filing" includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.
[(42)] (45)(45)(a) (a) "General intangible" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction.
[(44)] (47)(47)(a) (a) "Goods" means all things that are movable when a security interest attaches.
(e) "Goods" also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction.- 56 - Enrolled Copy H.B.
-474 57extraction. - HB0474 compared with HB0474S01 [(45)] (48) (a) "Governmental unit" means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country.
[(45)] (48)(a) "Governmental unit" means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country.
[(47)] (50)(50)(a) (a) "Instrument" means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment.
[(51)] (54)(54)(a) (a) "Letter-of-credit right" means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.
- 58 - HB0474 compared with HB0474S01 (b) "Letter-of-credit right" does not include the right of a beneficiary to demand payment or- performance57 under- aH.B. letter of credit.
474 Enrolled Copy or performance under a letter of credit.
[(53)] (56)(56)(a) (a) "Manufactured home" means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width or 40 body feet or more in length, or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein.
[(57)] (61)(61)(a) - 59 - HB0474 compared with HB0474S01 (a) "New value" means:
or (iii)- release58 by- aEnrolled transfereeCopy ofH.B. an interest in property previously transferred to the transferee.
474 (iii) release by a transferee of an interest in property previously transferred to the transferee.
[(59)] (63)(63)(a) (a) "Obligor" means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral:
[(61)] (65)(65)(a) (a) "Payment intangible" means a general intangible under which the account debtor's principal obligation is a monetary obligation.
- 60 - HB0474 compared with HB0474S01 (b) an officer or director of, or a person performing similar functions with respect to, the organization;
or (e) an individual who is related by blood or marriage to an individual described in Subsection [(63)[(63)(a)] (a)] (67)(a), (b), (c), or (d) and shares the same home with the individual.- 59 - H.B.
474 Enrolled Copy individual.
- 6160 - HB0474Enrolled comparedCopy withH.B. HB0474S01 (b) an organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state;
474 (b) an organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state;
[(71)] (75)(75)(a) (a) "Registered organization" means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the state or the United States.
- 62 - HB0474 compared with HB0474S01 (e) a trustee, indenture trustee, agent, collateral agent, or other representative in whose favor- a61 security- interestH.B. or agricultural lien is created or provided for;
474 Enrolled Copy favor a security interest or agricultural lien is created or provided for;
or] [(b) to cause the record or notification to be received within the time that it would have been received if properly sent under Subsection (75)(a).] [(76)] (79)(79)(a) (a) "Software" means a computer program and any supporting information provided in connection with a transaction relating to the program.
- 63 - HB0474 compared with HB0474S01 (c) transmitting goods by pipeline or sewer;
70A-9a-102.1.- 62 - Enrolled Copy H.B.
474 70A-9a-102.1 .
[(l)] (13)(13)[(i)] [(i)] (a) "Issuer" (with respect to a letter of credit or letter-of-credit right) Section 70A-5-102.
- 64 - HB0474 compared with HB0474S01 [(v)] (23) "Merchant" Section 70A-2-104.
[(aa)]- (29)63 "Prove"- SectionH.B. 70A-3-103.
474 Enrolled Copy [(aa)] (29) "Prove" Section 70A-3-103.
70A-9a-104.70A-9a-104 .
- 65 - HB0474 compared with HB0474S01 (2) A secured party that has satisfied Subsection (1) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
70A-9a-105.70A-9a-105 .
(1) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic- copy64 was- assigned.Enrolled Copy H.B.
474 electronic copy was assigned.
- 66 - HB0474 compared with HB0474S01 (4) Subject to Subsection (5), a power is exclusive under Subsections (3)(c)(i) and (ii) even if:
or (b)- the65 power- isH.B. shared with another person.
474 Enrolled Copy (b) the power is shared with another person.
Section 4970A-9a-105.1 is enacted to read:
70A-9a-105.1.70A-9a-105.1 .
and - 67 - HB0474 compared with HB0474S01 (b) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under Subsection (1)(a).
(2)- Subject66 to- SubsectionEnrolled (3),Copy aH.B. power is exclusive under Subsections (1)(a)(ii)(A) and (B) even if:
474 (2) Subject to Subsection (3), a power is exclusive under Subsections (1)(a)(ii)(A) and (B) even if:
Section 5070A-9a-107.1 is enacted to read:
70A-9a-107.1.70A-9a-107.1 .
Section 5170A-9a-107.2 is enacted to read:
70A-9a-107.2.70A-9a-107.2 .
- 68 - HB0474 compared with HB0474S01 (1) A person that has control under Section 70A-9a-104, 70A-9a-105, or 70A-9a-105.1 is not required to acknowledge that it has control on behalf of another person.
(2)- If67 a- personH.B. acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this article otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
474 Enrolled Copy (2) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this article otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
70A-9a-203.70A-9a-203 .
- 69 - HB0474 compared with HB0474S01 (3) Subsection (2) is subject to Section 70A-4-210 on the security interest of a collecting bank, Section 70A-5-118 on the security interest of a letter-of-credit issuer or nominated person, Section 70A-9a-110 on a security interest arising under Chapter 2, Uniform Commercial Code - Sales68 or Chapter 2a, Uniform Commercial Code - Leases,Enrolled andCopy SectionH.B. 70A-9a-206 on security interests in investment property.
474 person, Section 70A-9a-110 on a security interest arising under Chapter 2, Uniform Commercial Code - Sales or Chapter 2a, Uniform Commercial Code - Leases, and Section 70A-9a-206 on security interests in investment property.
70A-9a-204.70A-9a-204 .
(2)(2)(a) - 70 - HB0474 compared with HB0474S01 (a) [A] Subject to Subsection (2)(b), a security interest does not attach under a term constituting an after-acquired property clause to:
[(a)] (i) consumer goods, other than an accession when given as additional security, unless- the69 debtor- acquiresH.B. rights in them within 10 days after the secured party gives value;
474 Enrolled Copy unless the debtor acquires rights in them within 10 days after the secured party gives value;
70A-9a-207.70A-9a-207 .
or - 71 - HB0474 compared with HB0474S01 (iii) except in the case of consumer goods, in the manner and to the extent agreed by the debtor.
(3) Except as otherwise provided in Subsection (4), a secured party having possession of collateral- or70 control- ofEnrolled collateralCopy underH.B. Section 70A-7a-106, 70A-9a-104, 70A-9a-105, 70A-9a-105.1, 70A-9a-106, [or ]70A-9a-107, or 70A-9a-107.1:
474 collateral or control of collateral under Section 70A-7a-106, 70A-9a-104, 70A-9a-105, 70A-9a-105.1, 70A-9a-106, [or ]70A-9a-107, or 70A-9a-107.1:
70A-9a-208.70A-9a-208 .
[(c) a secured party, other than a buyer, having control of electronic chattel paper under Section 70A-9a-105 shall:] [(i) communicate the authoritative copy of the electronic chattel paper to the debtor or its designated custodian;] - 72 - HB0474 compared with HB0474S01 [(ii) if the debtor designates a custodian that is the designated custodian with which the- authoritative71 copy- ofH.B. the electronic chattel paper 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;
474 Enrolled Copy the authoritative copy of the electronic chattel paper 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;
(e) a secured party having control of a letter-of-credit right under Section 70A-9a-107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the [letter of credit] letter-of-letter-of-credit credit to the secured party [an authenticated] a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party;[ and] (f) a secured party having control under Section 70A-9a-105 of an authoritative electronic copy of an electronic document shall transfer control of the electronic copy to the debtor or a person designated by the debtor;
[(f) a secured party having control of an electronic document shall:] [(i) give control of the electronic document to the debtor or the debtor's designated custodian;] - 7372 - HB0474Enrolled comparedCopy withH.B. HB0474S01 [(ii) 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;
474 custodian;] [(ii) 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;
70A-9a-209.70A-9a-209 .
70A-9a-210.70A-9a-210 .
(c) "Request regarding a list of collateral" means a record [authenticated] signed by a debtor- requesting73 that- theH.B. recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.
-474 74Enrolled -Copy HB0474 compared with HB0474S01 (d) "Request regarding a statement of account" means a record [authenticated] signed by a debtor requesting that the recipient approve or correct a statementlist indicatingof what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral assecuring ofan aobligation specified date and reasonably identifying the transaction or relationship that is the subject of the request.
(2)(d) Subject"Request toregarding Subsectionsa (3),statement (4),of (5),account" andmeans (6),a record [authenticated] signed by a secureddebtor party,requesting otherthat thanthe recipient approve or correct a buyerstatement ofindicating accounts,what chattelthe paper,debtor paymentbelieves intangibles,to orbe promissorythe notesaggregate oramount aof consignor,unpaid shallobligations complysecured withby collateral as of a requestspecified withindate daysand afterreasonably receipt:identifying the transaction or relationship that is the subject of the request.
(2) Subject to Subsections (3), (4), (5), and (6), a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within 14 days after receipt:
(6)- A74 debtor- isEnrolled entitledCopy withoutH.B. charge to one response to a request under this section during any six- month period.
474 (6) A debtor is entitled without charge to one response to a request under this section during any six-month period.
- 75 - HB0474 compared with HB0474S01 Section 58.
70A-9a-301.70A-9a-301 .
70A-9a-304.70A-9a-304 .
- 7675 - HB0474H.B. compared with HB0474S01 (b) If Subsection (2)(a) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
474 Enrolled Copy (b) If Subsection (2)(a) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
70A-9a-305.70A-9a-305 .
(a) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary's - 7776 - HB0474Enrolled comparedCopy withH.B. HB0474S01 jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is the commodity intermediary's jurisdiction.
474 governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary's jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is the commodity intermediary's jurisdiction.
Section 6170A-9a-306.1 is enacted to read:
70A-9a-306.1.70A-9a-306.1 .
(1) Except as provided in Subsection (4), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel {papers } paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.
(a) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides - 7877 - HB0474H.B. compared with HB0474S01 that a particular jurisdiction is the chattel papers jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is the chattel paper's jurisdiction.
474 Enrolled Copy attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is the chattel paper's jurisdiction.
Section 6270A-9a-306.2 is enacted to read:
70A-9a-306.2.70A-9a-306.2 .
(1) Except as provided in Subsection (2), the local law of the controllable electronic record's- jurisdiction78 specified- inEnrolled SubsectionsCopy 70A-12-107(3)H.B. and (4) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.
-474 79record's -jurisdiction HB0474specified comparedin withSubsections HB0474S0170A-12-107(3) (2)and The(4) localgoverns lawperfection, the effect of perfection or nonperfection, and the jurisdictionpriority of a security interest in whicha thecontrollable debtorelectronic isrecord locatedand governs:a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.
(2) The local law of the jurisdiction in which the debtor is located governs:
70A-9a-310.70A-9a-310 .
(3)- If79 a- securedH.B. party assigns a perfected security interest or agricultural lien, a filing under this chapter is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
474 Enrolled Copy (3) If a secured party assigns a perfected security interest or agricultural lien, a filing under this chapter is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
-70A-9a-312 80. - HB0474 compared with HB0474S01 70A-9a-312.
(1) A security interest in chattel paper, [negotiable documents,] controllable accounts, controllable electronic records, controllable payment intangibles, instruments, [or ]investment] investment property, or negotiable documents may be perfected by filing.
(b) and except as otherwise provided in Subsection 70A-9a-308(4), a security interest in a letter-of-letter-of-credit credit right may be perfected only by control under Section 70A-9a-314;[ and] (c) a security interest in tangible money may be perfected only by the secured party's taking possession under Section 70A-9a-313[.] ;
(5) A security interest in certificated securities, negotiable documents, or instruments is perfected- without80 filing- orEnrolled theCopy takingH.B. of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under [an authenticated] a signed security agreement.
(6)474 A perfected securitywithout interestfiling in a negotiable document or goodsthe intaking possession of apossession bailee,or othercontrol thanfor one that has issued a negotiableperiod documentof for the goods, remains perfected for 20 days withoutfrom -the 81time -it HB0474attaches comparedto with HB0474S01 filing if the securedextent partythat makesit availablearises tofor thenew debtorvalue thegiven goodsunder or[an documentsauthenticated] representinga thesigned goodssecurity foragreement. the purpose of:
(6) A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:
70A-9a-313.70A-9a-313 .
or (b)- the81 person- takesH.B. possession of the collateral after having [authenticated] signed a record acknowledging that it will hold possession of the collateral for the secured party's benefit.
-474 82Enrolled -Copy HB0474(b) comparedthe withperson HB0474S01takes (4) If perfection of a security interest depends upon possession of the collateral byafter ahaving secured[authenticated] party,signed perfectiona occursrecord [no]acknowledging notthat earlierit thanwill thehold time the secured party takes possession andof continuesthe onlycollateral whilefor the secured partyparty's retainsbenefit. possession.
(4) If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs [no] not earlier than the time the secured party takes possession and continues only while the secured party retains possession.
70A-9a-314.70A-9a-314 .
(1) A security interest in [investment property, deposit accounts, letter-of-credit rights, or electronic chattel paper, or electronic documents] controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected by control of the collateral under - 8382 - HB0474Enrolled comparedCopy withH.B. HB0474S01 Section 70A-7a-106, 70A-9a-104, [70A-9a-105] 70A-9a-105.1, 70A-9a-106, [or ]70A-9a-107, or 70A-9a-107.1.
(2)474 A security interest in [deposit accounts, electronic chattel paper, or letter-of-credit rights, or electronic documents] controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, or letter-of-credit rights is perfected by control of the collateral under Section 70A-7a-106, 70A-9a-104, [70A-9a-105][ 70A-9a-105] 70A-9a-105.1, 70A-9a-106, [or ]70A-9a-107{,]70A-9a-107, or 70A-9a-107.1}[70A-9a-107.1. {[} when] , or 70A-9a-107.1 not earlier than the time the secured party obtains control and remains perfected by control only while the secured party retains control.
(2) A security interest in [deposit accounts, electronic chattel paper, or letter-of-credit rights, or electronic documents] controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, or letter-of-credit rights is perfected by control under Section 70A-7a-106, 70A-9a-104, [70A-9a-105] 70A-9a-105.1, [or ]70A-9a-107[ when] , or 70A-9a-107.1 not earlier than the time the secured party obtains control and remains perfected by control only while the secured party retains control.
Section 6770A-9a-314.1 is enacted to read:
70A-9a-314.1.70A-9a-314.1 .
70A-9a-316.70A-9a-316 .
- 84 - HB0474 compared with HB0474S01 (1) A security interest perfected pursuant to the law of the jurisdiction designated in Subsection- 70A-9a-301(1)[83 or- ]H.B. , 70A-9a-305(3), 70A-9a-306.1(4), or 70A-9a-306.2(2) remains perfected until the earliest of:
474 Enrolled Copy Subsection 70A-9a-301(1)[ or ] , 70A-9a-305(3), 70A-9a-306.1(4), or 70A-9a-306.2(2) remains perfected until the earliest of:
(3) A possessory security interest in collateral, other than goods covered by a certificate of title and as-as-extracted extracted collateral consisting of goods, remains continuously perfected if:
- 85 - HB0474 compared with HB0474S01 (6) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment- property84 which- isEnrolled perfectedCopy underH.B. the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, remains perfected until the earlier of:
474 investment property which is perfected under the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, remains perfected until the earlier of:
(a) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under Subsection - 8685 - HB0474H.B. compared with HB0474S01 70A-9a-203(4), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.
474 Enrolled Copy becomes bound under Subsection 70A-9a-203(4), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.
70A-9a-317.70A-9a-317 .
(4) [A] Subject to Subsections (6) through (9), a licensee of a general intangible or a buyer, other than a secured party, of collateral other than [tangible chattel paper] electronic money, [tangible documents, ]goods, instruments, tangible documents, or a certificated security takes free of a - 87 - HB0474 compared with HB0474S01 security interest if the licensee or buyer gives value without knowledge- of86 the- securityEnrolled interestCopy andH.B. before it is perfected.
474 knowledge of the security interest and before it is perfected.
70A-9a-323.70A-9a-323 .
or - 88 - HB0474 compared with HB0474S01 (ii) temporarily under Subsection 70A-9a-312(5), (6), or (7);
and (b)- is87 not- madeH.B. pursuant to a commitment entered into before or while the security interest is perfected by a method other than under Section 70A-9a-309 or Subsection 70A-9a-312(5), (6), or (7).
474 Enrolled Copy (b) is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under Section 70A-9a-309 or Subsection 70A-9a-312(5), (6), or (7).
70A-9a-324.70A-9a-324 .
(1) Except as otherwise provided in Subsection (7), a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in Section 70A-9a-327, a perfected security interest in its identifiable proceeds also has priority, if the purchase-money security interest is perfected when the debtor receives possession of the collateral- or88 within- 20Enrolled daysCopy thereafter.H.B.
-474 89collateral - HB0474 compared with HB0474S01 (2) Subject to Subsection (3) and except as otherwise provided in Subsection (7), a perfected purchase- money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or anwithin instrument20 constitutingdays proceedsthereafter. of the inventory and in proceeds of the chattel paper, if so provided in Section 70A-9a-330, and, except as otherwise provided in Section 70A-9a-327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:
(2) Subject to Subsection (3) and except as otherwise provided in Subsection (7), a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in Section 70A-9a-330, and, except as otherwise provided in Section 70A-9a-327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:
and (d) the notification states that the person sending the notification has or expects to acquire a purchase-purchase-money money security interest in inventory of the debtor and describes the inventory.
(4) Subject to Subsection (5) and except as otherwise provided in Subsection (7), a perfected purchase-purchase-money money security interest in livestock that are farm products has priority over a conflicting security interest in the same livestock, and, except as otherwise provided in Section 70A-9a-327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if:
(b) the purchase-money secured party sends [an authenticated] a signed notification to the- holder89 of- theH.B. conflicting security interest;
474 Enrolled Copy the holder of the conflicting security interest;
and - 90 - HB0474 compared with HB0474S01 (d) the notification states that the person sending the notification has or expects to acquire a purchase-purchase-money money security interest in livestock of the debtor and describes the livestock.
Section 7270A-9a-326.1 is enacted to read:
70A-9a-326.1.70A-9a-326.1 .
70A-9a-330.- 90 - Enrolled Copy H.B.
474 70A-9a-330 .
(a) in good faith and in the ordinary course of the purchaser's business, the purchaser gives new value[ and] , takes possession of each authoritative tangible copy of the record evidencing the - 91 - HB0474 compared with HB0474S01 chattel paper{,}[paper[ {[} or] , and obtains control [of] under Section 70A-9a-105 of each authoritative electronic copy of the record evidencing the chattel paper[ under Section 70A-9a-105];
(2) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value{,}[value[ and] , takes possession of each authoritative tangible copy of the record evidencing the chattel paper{,}[paper[ or] , and obtains control [of the chattel paper ]under Section 70A-9a-105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser's business, and without knowledge that the purchase violates the rights of the secured party.
(6)- For91 purposes- ofH.B. Subsections (2) and (4), if the authoritative copies of the record evidencing chattel paper or an instrument [indicates] indicate that [it] the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.
474 Enrolled Copy (6) For purposes of Subsections (2) and (4), if the authoritative copies of the record evidencing chattel paper or an instrument [indicates] indicate that [it] the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.
70A-9a-331.70A-9a-331 .
Priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments, and securities under other chapters -- Priority of interests in financial assets and security entitlements and protection against - 92 - HB0474 compared with HB0474S01 assertion of claim under Chapter 8, Uniform Commercial Code -- Investment Securities, and Chapter 12, Uniform Commercial Code - Controllable Electronic Records.
(1) This chapter does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, [or[ or ]a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible.
70A-9a-332.70A-9a-332 .
(2) A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account [unless the transferee acts] if the transferee receives the funds without- acting92 in- collusionEnrolled withCopy theH.B. debtor in violating the rights of the secured party.
474 without acting in collusion with the debtor in violating the rights of the secured party.
70A-9a-334.70A-9a-334 .
- 93 - HB0474 compared with HB0474S01 (2) This chapter does not prevent creation of an encumbrance upon fixtures under real property law.
(ii) equipment that is not primarily used or leased for use in the operation of the real property;- 93 - H.B.
474 Enrolled Copy property;
- 94 - HB0474 compared with HB0474S01 (7) The priority of the security interest under Subsection (6)(b) continues for a reasonable time if the debtor's right to remove the goods as against the encumbrancer or owner terminates.
70A-9a-341.70A-9a-341 .
or (3)- the94 bank's- receiptEnrolled ofCopy instructionsH.B. from the secured party.
474 (3) the bank's receipt of instructions from the secured party.
70A-9a-404.70A-9a-404 .
- 95 - HB0474 compared with HB0474S01 (2) Subject to Subsection (3) and except as otherwise provided in Subsection (4), the claim of an account debtor against an assignor may be asserted against an assignee under Subsection (1) only to reduce the amount the account debtor owes.
70A-9a-406.70A-9a-406 .
After receipt of the notification, the account debtor may discharge- its95 obligation- byH.B. paying the assignee and may not discharge the obligation by paying the assignor.
474 Enrolled Copy discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.
- 96 - HB0474 compared with HB0474S01 (ii) a portion has been assigned to another assignee;
(6)- Except96 as- otherwiseEnrolled providedCopy inH.B. Sections 70A-2a-303 and 70A-9a-407 and subject to Subsections (8) and (9), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:
474 (6) Except as otherwise provided in Sections 70A-2a-303 and 70A-9a-407 and subject to Subsections (8) and (9), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:
or - 97 - HB0474 compared with HB0474S01 (b) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.
70A-9a-408.70A-9a-408 .
or (b) provides that the assignment or transfer or the creation, attachment, or perfection of the- security97 interest- mayH.B. give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
474 Enrolled Copy the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
- 98 - HB0474 compared with HB0474S01 (3) A rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-health-care-insurance insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation:
(d) does not entitle the secured party to use or assign the debtor's rights under the promissory note, health-care-insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise- to98 the- promissoryEnrolled note,Copy health-care-H.B. insurance receivable, or general intangible;
474 rise to the promissory note, health-care-insurance receivable, or general intangible;
and (f) does not entitle the secured party to enforce the security interest in the promissory note, health-care-health-care-insurance insurance receivable, or general intangible.
- 99 - HB0474 compared with HB0474S01 Section 81.
70A-9a-509.70A-9a-509 .
or (b) the amendment is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by- Subsection99 70A-9a-513(1)- orH.B. (3), the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed.
474 Enrolled Copy by Subsection 70A-9a-513(1) or (3), the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed.
70A-9a-513.70A-9a-513 .
- 100 - HB0474 compared with HB0474S01 (a) there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value;
(3) In cases not governed by Subsection (1), within 20 days after a secured party receives [an[ an authenticated] a signed demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:
(4)- Except100 as- otherwiseEnrolled providedCopy inH.B. Section 70A-9a-510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective.
474 (4) Except as otherwise provided in Section 70A-9a-510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective.
(5)(5)(a) - 101 - HB0474 compared with HB0474S01 (a) If a debtor files a termination statement, the filing office shall send to the secured party of record for the financing statement to which the termination statement relates, a notice stating that the termination statement has been filed.
(i)(i)(A) (A) by mail to the address provided for the secured party of record in the financing statement;
70A-9a-601.70A-9a-601 .
(5)- If101 a- securedH.B. party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:
474 Enrolled Copy (5) If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:
- 102 - HB0474 compared with HB0474S01 (7) Except as otherwise provided in Subsection 70A-9a-607(3), this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.
70A-9a-605.70A-9a-605 .
and (b) the secured party knows that the information in Subsection (1)(a)(i), (ii), or (iii) relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.- 102 - Enrolled Copy H.B.
474 recorded.
70A-9a-608.70A-9a-608 .
- 103 - HB0474 compared with HB0474S01 (i) the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney's fees and legal expenses incurred by the secured party;
70A-9a-611.70A-9a-611 .
(a)- a103 secured- partyH.B. sends to the debtor and any secondary obligor [an authenticated] a signed notification of disposition;
474 Enrolled Copy (a) a secured party sends to the debtor and any secondary obligor [an authenticated] a signed notification of disposition;
- 104 - HB0474 compared with HB0474S01 (a) the debtor;
or (ii)- received104 a- responseEnrolled toCopy theH.B. request for information and sent [an authenticated] a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.
474 (ii) received a response to the request for information and sent [an authenticated] a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.
70A-9a-613.70A-9a-613 .
- 105 - HB0474 compared with HB0474S01 [(c)] (iii) states the method of intended disposition;
[(5)] (e) The following form of notification and the form appearing in Subsection [70A-9a-614(3)][ 70A-9a-614(3)] 70A-9a-614(3), when completed in accordance with the instructions in Subsection (2) and Subsection 70A-9a-104(2), each provides sufficient information:
[Insert day and date] Time:- 105 - H.B.
474 Enrolled Copy Time:
- 106 - HB0474 compared with HB0474S01 ] NOTIFICATION OF DISPOSITION OF COLLATERAL To:
(c) Include and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition- of106 the- collateral.Enrolled Copy H.B.
474 disposition of the collateral.
70A-9a-614.70A-9a-614 .
Contents and form of notification before disposition of collateral -- Consumer-Consumer-goods goods transaction.
- 107 - HB0474 compared with HB0474S01 (1) A notification of disposition must provide the following information:
[For a private disposition:] We- will107 sell- [describeH.B. collateral] at private sale sometime after [date].
474 Enrolled Copy We will sell [describe collateral] at private sale sometime after [date].
- 108 - HB0474 compared with HB0474S01 You can get the property back at any time before we sell it by paying us the full amount you owe (not just the past due payments), including our expenses.
{3}- The108 money- thatEnrolled weCopy getH.B. from the sale, after paying our costs, will reduce the amount you owe.
474 {3} The money that we get from the sale, after paying our costs, will reduce the amount you owe.
If - 109 - HB0474 compared with HB0474S01 we get more money than you owe, you will get the extra money, unless we must pay it to someone else.
(a) The instructions in this subsectionSubsection (4) refer to the numbers in braces before items in the form of notification in Subsection (3).
In addition, the sender may include and complete either or both of the two additional alternative methods of communication -- writing or electronic - 110109 - HB0474H.B. compared with HB0474S01 communication -- for the recipient of the notification to communicate with the sender.
474 Enrolled Copy complete either or both of the two additional alternative methods of communication -- writing or electronic communication -- for the recipient of the notification to communicate with the sender.
70A-9a-615.70A-9a-615 .
(c) the satisfaction of obligations secured by any subordinate security interest in or other subordinate- lien110 on- theEnrolled collateralCopy if:H.B.
-474 111 - HB0474 compared with HB0474S01 (i) the secured party receives from the holder of the subordinate security interest or other lien [anon authenticated] a signed demand for proceeds before distribution of the proceedscollateral isif: completed;
(i) the secured party receives from the holder of the subordinate security interest or other lien [an authenticated] a signed demand for proceeds before distribution of the proceeds is completed;
and (b)- the111 amount- ofH.B. proceeds of the disposition is significantly below the range of proceeds that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.
-474 112Enrolled -Copy HB0474(b) comparedthe withamount HB0474S01of (7) A secured party that receives cash proceeds of athe disposition inis goodsignificantly faithbelow and without knowledge that the receiptrange violatesof theproceeds rightsthat ofa thecomplying holderdisposition ofto a securityperson interestother orthan otherthe liensecured thatparty, isa notperson subordinaterelated to the securitysecured interestparty, or agriculturala liensecondary underobligor whichwould thehave dispositionbrought. is made:
(7) A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made:
70A-9a-616.70A-9a-616 .
(i) before or when the secured party accounts to the debtor and pays any surplus or first- makes112 [written- ]demandEnrolled inCopy aH.B. record on the consumer obligor after the disposition for payment of the deficiency;
474 first makes [written ]demand in a record on the consumer obligor after the disposition for payment of the deficiency;
- 113 - HB0474 compared with HB0474S01 (3) To comply with Subsection (1)(a)(ii), [a writing] an explanation must provide the following information in the following order:
Section- 91.113 - H.B.
474 Enrolled Copy Section 91.
70A-9a-619.70A-9a-619 .
and - 114 - HB0474 compared with HB0474S01 (d) the name and mailing address of the secured party, debtor, and transferee.
(2) A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate-of-certificate-of-title title system covering the collateral.
70A-9a-620.70A-9a-620 .
(c)- if114 the- collateralEnrolled isCopy consumerH.B. goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance;
474 (c) if the collateral is consumer goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance;
- 115 - HB0474 compared with HB0474S01 (3) For purposes of this section:
and (b) a debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record [authenticated][ authenticated] signed after default or the secured party:
(a) 60% of the cash price has been paid in the case of a purchase-money security interest in- consumer115 goods;- H.B.
or474 (b)Enrolled 60%Copy of the principal amount of the obligation secured has been paid in the case of a non-purchase- money security interest in consumer goods.goods;
or (b) 60% of the principal amount of the obligation secured has been paid in the case of a non-purchase-money security interest in consumer goods.
- 116 - HB0474 compared with HB0474S01 Section 93.
70A-9a-621.70A-9a-621 .
70A-9a-624.70A-9a-624 .
(1) A debtor or secondary obligor may waive the right to notification of disposition of collateral under Section 70A-9a-611 only by an agreement to that effect entered into and [authenticated][ authenticated] signed after default.
(2)- A116 debtor- mayEnrolled waiveCopy theH.B. right to require disposition of collateral under Subsection 70A-9a-620(5) only by an agreement to that effect entered into and [authenticated] signed after default.
474 (2) A debtor may waive the right to require disposition of collateral under Subsection 70A-9a-620(5) only by an agreement to that effect entered into and [authenticated] signed after default.
-70A-9a-628 117. - HB0474 compared with HB0474S01 70A-9a-628.
or (b)- an117 obligor's- representationH.B. concerning the purpose for which a secured obligation was incurred.
474 Enrolled Copy (b) an obligor's representation concerning the purpose for which a secured obligation was incurred.
(6) Subsections (1) and (2) do not apply to limit the liability of a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable - 118 - HB0474 compared with HB0474S01 electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:
Section 9670A-12-101 is enacted to read:
70A-12-101.CHAPTER 12.
Uniform Commercial Code - Controllable Electronic Records 70A-12-101 .
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Action History
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Governor Signed
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House/ to Governor
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House/ received enrolled bill from Printing
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House/ enrolled bill to Printing
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Enrolled Bill Returned to House or Senate
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Draft of Enrolled Bill Prepared
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Bill Received from House for Enrolling
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House/ signed by Speaker/ sent for enrolling
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House/ received from Senate
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Senate/ to House
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Senate/ signed by President/ returned to House
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Senate/ passed 2nd & 3rd readings/ suspension
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Senate/ uncircled
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Senate/ circled
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Senate/ 2nd & 3rd readings/ suspension
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Senate/ Rules to 2nd Reading Calendar
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Senate/ 2nd Reading Calendar to Rules [Senate Rules Committee]
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Senate/ placed on 2nd Reading Calendar
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Senate/ committee report favorable [Senate Business and Labor Committee]
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Senate Comm - Favorable Recommendation [Senate Business and Labor Committee]
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Senate/ to standing committee [Senate Business and Labor Committee]
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Senate/ 1st reading (Introduced)
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Senate/ received from House
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House/ to Senate
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House/ passed 3rd reading
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House/ 3rd reading
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House/ 2nd reading
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House/ comm rpt/ substituted [House Judiciary Committee]
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LFA/ fiscal note publicly available for HB0474S01
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LFA/ fiscal note sent to sponsor for HB0474S01
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House Comm - Favorable Recommendation [House Judiciary Committee]
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House Comm - Substitute Recommendation [House Judiciary Committee]
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LFA/ bill sent to agencies for fiscal input for HB0474S01
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LFA/ bill assigned to staff for fiscal analysis for HB0474S01
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House/ to standing committee [House Judiciary Committee]
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House/ received fiscal note from Fiscal Analyst
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LFA/ fiscal note publicly available for HB0474
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LFA/ fiscal note sent to sponsor for HB0474
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House/ 1st reading (Introduced)
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House/ received bill from Legislative Research
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LFA/ bill sent to agencies for fiscal input for HB0474
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LFA/ bill assigned to staff for fiscal analysis for HB0474
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Numbered Bill Publicly Distributed
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Bill Numbered but not Distributed
Sponsors
- Kirk A. Cullimore · Cosponsor
- Anthony E. Loubet · Primary
Sponsorship breakdown
Export CSV (upgrade) →1 sponsors · 1 co-sponsors · 102 not signed on
Sponsors (1)
- Anthony E. Loubet Republican
Co-sponsors (1)
- Kirk A. Cullimore Republican
Not signed on (102)
102 members have not signed on to this bill.
Show all 102 →"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.
Subjects
Frequently asked questions
- Who sponsors HB 474?
- HB 474 is sponsored by Kirk A. Cullimore (Republican) and Anthony E. Loubet (Republican).
- What is the current status of HB 474?
- This bill has been enacted into law. Introduced February 03, 2026. Enacted.
- Where can I track HB 474?
- Track HB 474 free on One Click Politics — get push/email alerts when it moves.
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