7101. This division may be cited as the Uniform Commercial
Code--Documents of Title.
7102. (a) In this division, unless the context otherwise requires:
(1) "Bailee" means a person that by a warehouse receipt, bill of
lading, or other document of title acknowledges possession of goods
and contracts to deliver them.
(2) "Carrier" means a person that issues a bill of lading.
(3) "Consignee" means a person named in a bill of lading to which
or to whose order the bill promises delivery.
(4) "Consignor" means a person named in a bill of lading as the
person from which the goods have been received for shipment.
(5) "Delivery order" means a record that contains an order to
deliver goods directed to a warehouse, carrier, or other person that
in the ordinary course of business issues warehouse receipts or bills
of lading.
(6) "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(7) "Goods" means all things that are treated as movable for the
purposes of a contract for storage or transportation.
(8) "Issuer" means a bailee that issues a document of title or, in
the case of an unaccepted delivery order, the person that orders the
possessor of goods to deliver. The term includes a person for which
an agent or employee purports to act in issuing a document if the
agent or employee has real or apparent authority to issue documents,
even if the issuer did not receive any goods, the goods were
misdescribed, or in any other respect the agent or employee violated
the issuer's instructions.
(9) "Person entitled under the document" means the holder, in the
case of a negotiable document of title, or the person to which
delivery of the goods is to be made by the terms of, or pursuant to
instructions in a record under, a nonnegotiable document of title.
(10) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(11) "Sign" means, with present intent to authenticate or adopt a
record:
(A) to execute or adopt a tangible symbol; or
(B) to attach to or logically associate with the record an
electronic sound, symbol, or process.
(12) "Shipper" means a person that enters into a contract of
transportation with a carrier.
(13) "Warehouse" means a person engaged in the business of storing
goods for hire.
(b) Definitions in other divisions applying to this division and
the sections in which they appear are:
(1) "Contract for sale," Section 2106.
(2) "Lessee in the ordinary course of business," Section 10103.
(3) "Receipt of goods," Section 2103.
(c) In addition, Division 1 (commencing with Section 1101)
contains general definitions and principles of construction and
interpretation applicable throughout this division.
7103. (a) This division is subject to any treaty or statute of the
United States or regulatory statute of this state to the extent the
treaty, statute, or regulatory statute is applicable.
(b) This division does not modify or repeal any law prescribing
the form or content of a document of title or the services or
facilities to be afforded by a bailee, or otherwise regulating a
bailee's business in respects not specifically treated in this
division. However, violation of such a law does not affect the status
of a document of title that otherwise is within the definition of a
document of title.
(c) This division modifies, limits, and supersedes the federal
Electronic Signatures in Global and National Commerce Act (15 U.S.C.
Sec. 7001, et seq.) but does not modify, limit, or supersede Section
101(c) of that act (15 U.S.C. Sec. 7001(c)) or authorize electronic
delivery of any of the notices described in Section 103(b) of that
act (15 U.S.C. Sec. 7003(b)).
(d) To the extent there is a conflict between the Uniform
Electronic Transactions Act (Title 2.5 (commencing with Section
1633.1) of Part 2 of Division 3 of the Civil Code) and this division,
this division governs.
7104. (a) Except as otherwise provided in subdivision (c), a
document of title is negotiable if by its terms the goods are to be
delivered to bearer or to the order of a named person.
(b) A document of title other than one described in subdivision
(a) is nonnegotiable. A bill of lading that states that the goods are
consigned to a named person is not made negotiable by a provision
that the goods are to be delivered only against an order in a record
signed by the same or another named person.
(c) A document of title is nonnegotiable if, at the time it is
issued, the document has a conspicuous legend, however expressed,
that it is nonnegotiable.
7105. (a) Upon request of a person entitled under an electronic
document of title, the issuer of the electronic document may issue a
tangible document of title as a substitute for the electronic
document if:
(1) the person entitled under the electronic document surrenders
control of the document to the issuer; and
(2) the tangible document when issued contains a statement that it
is issued in substitution for the electronic document.
(b) Upon issuance of a tangible document of title in substitution
for an electronic document of title in accordance with subdivision
(a):
(1) the electronic document ceases to have any effect or validity;
and
(2) the person that procured issuance of the tangible document
warrants to all subsequent persons entitled under the tangible
document that the warrantor was a person entitled under the
electronic document when the warrantor surrendered control of the
electronic document to the issuer.
(c) Upon request of a person entitled under a tangible document of
title, the issuer of the tangible document may issue an electronic
document of title as a substitute for the tangible document if:
(1) the person entitled under the tangible document surrenders
possession of the document to the issuer; and
(2) the electronic document when issued contains a statement that
it is issued in substitution for the tangible document.
(d) Upon issuance of an electronic document of title in
substitution for a tangible document of title in accordance with
subdivision (c):
(1) the tangible document ceases to have any effect or validity;
and
(2) the person that procured issuance of the electronic document
warrants to all subsequent persons entitled under the electronic
document that the warrantor was a person entitled under the tangible
document when the warrantor surrendered possession of the tangible
document to the issuer.
7106. (a) A person has control of an electronic document of title
if a system employed for evidencing the transfer of interests in the
electronic document reliably establishes that person as the person to
which the electronic document was issued or transferred.
(b) A system satisfies subdivision (a), and a person is deemed to
have control of an electronic document of title, if the document is
created, stored, and assigned in such a manner that:
(1) a single authoritative copy of the document exists which is
unique, identifiable, and, except as otherwise provided in paragraphs
(4), (5), and (6), unalterable;
(2) the authoritative copy identifies the person asserting control
as:
(A) the person to which the document was issued; or
(B) if the authoritative copy indicates that the document has been
transferred, the person to which the document was most recently
transferred;
(3) the authoritative copy is communicated to and maintained by
the person asserting control or its designated custodian;
(4) copies or amendments that add or change an identified assignee
of the authoritative copy can be made only with the consent of the
person asserting control;
(5) each copy of the authoritative copy and any copy of a copy is
readily identifiable as a copy that is not the authoritative copy;
and
(6) any amendment of the authoritative copy is readily
identifiable as authorized or unauthorized.
7101. This division may be cited as the Uniform Commercial
Code--Documents of Title.
7102. (a) In this division, unless the context otherwise requires:
(1) "Bailee" means a person that by a warehouse receipt, bill of
lading, or other document of title acknowledges possession of goods
and contracts to deliver them.
(2) "Carrier" means a person that issues a bill of lading.
(3) "Consignee" means a person named in a bill of lading to which
or to whose order the bill promises delivery.
(4) "Consignor" means a person named in a bill of lading as the
person from which the goods have been received for shipment.
(5) "Delivery order" means a record that contains an order to
deliver goods directed to a warehouse, carrier, or other person that
in the ordinary course of business issues warehouse receipts or bills
of lading.
(6) "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(7) "Goods" means all things that are treated as movable for the
purposes of a contract for storage or transportation.
(8) "Issuer" means a bailee that issues a document of title or, in
the case of an unaccepted delivery order, the person that orders the
possessor of goods to deliver. The term includes a person for which
an agent or employee purports to act in issuing a document if the
agent or employee has real or apparent authority to issue documents,
even if the issuer did not receive any goods, the goods were
misdescribed, or in any other respect the agent or employee violated
the issuer's instructions.
(9) "Person entitled under the document" means the holder, in the
case of a negotiable document of title, or the person to which
delivery of the goods is to be made by the terms of, or pursuant to
instructions in a record under, a nonnegotiable document of title.
(10) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(11) "Sign" means, with present intent to authenticate or adopt a
record:
(A) to execute or adopt a tangible symbol; or
(B) to attach to or logically associate with the record an
electronic sound, symbol, or process.
(12) "Shipper" means a person that enters into a contract of
transportation with a carrier.
(13) "Warehouse" means a person engaged in the business of storing
goods for hire.
(b) Definitions in other divisions applying to this division and
the sections in which they appear are:
(1) "Contract for sale," Section 2106.
(2) "Lessee in the ordinary course of business," Section 10103.
(3) "Receipt of goods," Section 2103.
(c) In addition, Division 1 (commencing with Section 1101)
contains general definitions and principles of construction and
interpretation applicable throughout this division.
7103. (a) This division is subject to any treaty or statute of the
United States or regulatory statute of this state to the extent the
treaty, statute, or regulatory statute is applicable.
(b) This division does not modify or repeal any law prescribing
the form or content of a document of title or the services or
facilities to be afforded by a bailee, or otherwise regulating a
bailee's business in respects not specifically treated in this
division. However, violation of such a law does not affect the status
of a document of title that otherwise is within the definition of a
document of title.
(c) This division modifies, limits, and supersedes the federal
Electronic Signatures in Global and National Commerce Act (15 U.S.C.
Sec. 7001, et seq.) but does not modify, limit, or supersede Section
101(c) of that act (15 U.S.C. Sec. 7001(c)) or authorize electronic
delivery of any of the notices described in Section 103(b) of that
act (15 U.S.C. Sec. 7003(b)).
(d) To the extent there is a conflict between the Uniform
Electronic Transactions Act (Title 2.5 (commencing with Section
1633.1) of Part 2 of Division 3 of the Civil Code) and this division,
this division governs.
7104. (a) Except as otherwise provided in subdivision (c), a
document of title is negotiable if by its terms the goods are to be
delivered to bearer or to the order of a named person.
(b) A document of title other than one described in subdivision
(a) is nonnegotiable. A bill of lading that states that the goods are
consigned to a named person is not made negotiable by a provision
that the goods are to be delivered only against an order in a record
signed by the same or another named person.
(c) A document of title is nonnegotiable if, at the time it is
issued, the document has a conspicuous legend, however expressed,
that it is nonnegotiable.
7105. (a) Upon request of a person entitled under an electronic
document of title, the issuer of the electronic document may issue a
tangible document of title as a substitute for the electronic
document if:
(1) the person entitled under the electronic document surrenders
control of the document to the issuer; and
(2) the tangible document when issued contains a statement that it
is issued in substitution for the electronic document.
(b) Upon issuance of a tangible document of title in substitution
for an electronic document of title in accordance with subdivision
(a):
(1) the electronic document ceases to have any effect or validity;
and
(2) the person that procured issuance of the tangible document
warrants to all subsequent persons entitled under the tangible
document that the warrantor was a person entitled under the
electronic document when the warrantor surrendered control of the
electronic document to the issuer.
(c) Upon request of a person entitled under a tangible document of
title, the issuer of the tangible document may issue an electronic
document of title as a substitute for the tangible document if:
(1) the person entitled under the tangible document surrenders
possession of the document to the issuer; and
(2) the electronic document when issued contains a statement that
it is issued in substitution for the tangible document.
(d) Upon issuance of an electronic document of title in
substitution for a tangible document of title in accordance with
subdivision (c):
(1) the tangible document ceases to have any effect or validity;
and
(2) the person that procured issuance of the electronic document
warrants to all subsequent persons entitled under the electronic
document that the warrantor was a person entitled under the tangible
document when the warrantor surrendered possession of the tangible
document to the issuer.
7106. (a) A person has control of an electronic document of title
if a system employed for evidencing the transfer of interests in the
electronic document reliably establishes that person as the person to
which the electronic document was issued or transferred.
(b) A system satisfies subdivision (a), and a person is deemed to
have control of an electronic document of title, if the document is
created, stored, and assigned in such a manner that:
(1) a single authoritative copy of the document exists which is
unique, identifiable, and, except as otherwise provided in paragraphs
(4), (5), and (6), unalterable;
(2) the authoritative copy identifies the person asserting control
as:
(A) the person to which the document was issued; or
(B) if the authoritative copy indicates that the document has been
transferred, the person to which the document was most recently
transferred;
(3) the authoritative copy is communicated to and maintained by
the person asserting control or its designated custodian;
(4) copies or amendments that add or change an identified assignee
of the authoritative copy can be made only with the consent of the
person asserting control;
(5) each copy of the authoritative copy and any copy of a copy is
readily identifiable as a copy that is not the authoritative copy;
and
(6) any amendment of the authoritative copy is readily
identifiable as authorized or unauthorized.
7101. This division may be cited as the Uniform Commercial
Code--Documents of Title.
7102. (a) In this division, unless the context otherwise requires:
(1) "Bailee" means a person that by a warehouse receipt, bill of
lading, or other document of title acknowledges possession of goods
and contracts to deliver them.
(2) "Carrier" means a person that issues a bill of lading.
(3) "Consignee" means a person named in a bill of lading to which
or to whose order the bill promises delivery.
(4) "Consignor" means a person named in a bill of lading as the
person from which the goods have been received for shipment.
(5) "Delivery order" means a record that contains an order to
deliver goods directed to a warehouse, carrier, or other person that
in the ordinary course of business issues warehouse receipts or bills
of lading.
(6) "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(7) "Goods" means all things that are treated as movable for the
purposes of a contract for storage or transportation.
(8) "Issuer" means a bailee that issues a document of title or, in
the case of an unaccepted delivery order, the person that orders the
possessor of goods to deliver. The term includes a person for which
an agent or employee purports to act in issuing a document if the
agent or employee has real or apparent authority to issue documents,
even if the issuer did not receive any goods, the goods were
misdescribed, or in any other respect the agent or employee violated
the issuer's instructions.
(9) "Person entitled under the document" means the holder, in the
case of a negotiable document of title, or the person to which
delivery of the goods is to be made by the terms of, or pursuant to
instructions in a record under, a nonnegotiable document of title.
(10) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(11) "Sign" means, with present intent to authenticate or adopt a
record:
(A) to execute or adopt a tangible symbol; or
(B) to attach to or logically associate with the record an
electronic sound, symbol, or process.
(12) "Shipper" means a person that enters into a contract of
transportation with a carrier.
(13) "Warehouse" means a person engaged in the business of storing
goods for hire.
(b) Definitions in other divisions applying to this division and
the sections in which they appear are:
(1) "Contract for sale," Section 2106.
(2) "Lessee in the ordinary course of business," Section 10103.
(3) "Receipt of goods," Section 2103.
(c) In addition, Division 1 (commencing with Section 1101)
contains general definitions and principles of construction and
interpretation applicable throughout this division.
7103. (a) This division is subject to any treaty or statute of the
United States or regulatory statute of this state to the extent the
treaty, statute, or regulatory statute is applicable.
(b) This division does not modify or repeal any law prescribing
the form or content of a document of title or the services or
facilities to be afforded by a bailee, or otherwise regulating a
bailee's business in respects not specifically treated in this
division. However, violation of such a law does not affect the status
of a document of title that otherwise is within the definition of a
document of title.
(c) This division modifies, limits, and supersedes the federal
Electronic Signatures in Global and National Commerce Act (15 U.S.C.
Sec. 7001, et seq.) but does not modify, limit, or supersede Section
101(c) of that act (15 U.S.C. Sec. 7001(c)) or authorize electronic
delivery of any of the notices described in Section 103(b) of that
act (15 U.S.C. Sec. 7003(b)).
(d) To the extent there is a conflict between the Uniform
Electronic Transactions Act (Title 2.5 (commencing with Section
1633.1) of Part 2 of Division 3 of the Civil Code) and this division,
this division governs.
7104. (a) Except as otherwise provided in subdivision (c), a
document of title is negotiable if by its terms the goods are to be
delivered to bearer or to the order of a named person.
(b) A document of title other than one described in subdivision
(a) is nonnegotiable. A bill of lading that states that the goods are
consigned to a named person is not made negotiable by a provision
that the goods are to be delivered only against an order in a record
signed by the same or another named person.
(c) A document of title is nonnegotiable if, at the time it is
issued, the document has a conspicuous legend, however expressed,
that it is nonnegotiable.
7105. (a) Upon request of a person entitled under an electronic
document of title, the issuer of the electronic document may issue a
tangible document of title as a substitute for the electronic
document if:
(1) the person entitled under the electronic document surrenders
control of the document to the issuer; and
(2) the tangible document when issued contains a statement that it
is issued in substitution for the electronic document.
(b) Upon issuance of a tangible document of title in substitution
for an electronic document of title in accordance with subdivision
(a):
(1) the electronic document ceases to have any effect or validity;
and
(2) the person that procured issuance of the tangible document
warrants to all subsequent persons entitled under the tangible
document that the warrantor was a person entitled under the
electronic document when the warrantor surrendered control of the
electronic document to the issuer.
(c) Upon request of a person entitled under a tangible document of
title, the issuer of the tangible document may issue an electronic
document of title as a substitute for the tangible document if:
(1) the person entitled under the tangible document surrenders
possession of the document to the issuer; and
(2) the electronic document when issued contains a statement that
it is issued in substitution for the tangible document.
(d) Upon issuance of an electronic document of title in
substitution for a tangible document of title in accordance with
subdivision (c):
(1) the tangible document ceases to have any effect or validity;
and
(2) the person that procured issuance of the electronic document
warrants to all subsequent persons entitled under the electronic
document that the warrantor was a person entitled under the tangible
document when the warrantor surrendered possession of the tangible
document to the issuer.
7106. (a) A person has control of an electronic document of title
if a system employed for evidencing the transfer of interests in the
electronic document reliably establishes that person as the person to
which the electronic document was issued or transferred.
(b) A system satisfies subdivision (a), and a person is deemed to
have control of an electronic document of title, if the document is
created, stored, and assigned in such a manner that:
(1) a single authoritative copy of the document exists which is
unique, identifiable, and, except as otherwise provided in paragraphs
(4), (5), and (6), unalterable;
(2) the authoritative copy identifies the person asserting control
as:
(A) the person to which the document was issued; or
(B) if the authoritative copy indicates that the document has been
transferred, the person to which the document was most recently
transferred;
(3) the authoritative copy is communicated to and maintained by
the person asserting control or its designated custodian;
(4) copies or amendments that add or change an identified assignee
of the authoritative copy can be made only with the consent of the
person asserting control;
(5) each copy of the authoritative copy and any copy of a copy is
readily identifiable as a copy that is not the authoritative copy;
and
(6) any amendment of the authoritative copy is readily
identifiable as authorized or unauthorized.
