Vermont StatutesTitle 09A - Uniform Commercial Code
- Article 1 - General Provisions (Contains: §§ 101 – 310)
- Article 2 - Sales (Contains: §§ 101 – 725)
- § 101 - Short title
- § 102 - Scope; certain security and other transactions excluded from this article
- § 103 - Definitions and index of definitions
- § 104 - Definitions: 'merchant'; 'between merchants'; 'financing agency'
- § 105 - Definitions: transferability; 'goods'; 'future' goods; 'lot'; 'commercial unit'
- § 106 - Definitions: 'contract'; 'agreement'; 'contract for sale'; 'sale'; 'present sale'; 'conforming' to contract
- § 107 - Goods to be severed from realty: recording
- § 108 - Miscellaneous health provisions; blood or tissue transfer services
- § 201 - Formal requirements; statute of frauds
- § 202 - Final written expression: parol or extrinsic evidence
- § 203 - Seals inoperative
- § 204 - Formation in general
- § 205 - Firm offers
- § 206 - Offer and acceptance in formation of contract
- § 207 - Additional terms in acceptance or confirmation
- § 208 - Repealed. 2007, No. 99 (Adj. Sess.), § 20.
- § 209 - Modification, rescission and waiver
- § 210 - Delegation of performance; assignment of rights
- § 301 - General obligations of parties
- § 302 - Unconscionable contract or clause
- § 303 - Allocation or division of risks
- § 304 - Price payable in money, goods, realty, or otherwise
- § 305 - Open price term
- § 306 - Output, requirements and exclusive dealings
- § 307 - Delivery in single lot or several lots
- § 308 - Absence of specified place for delivery
- § 309 - Absence of specific time provisions; notice of termination
- § 310 - Open time for payment or running of credit; authority to ship under reservation
- § 311 - Options and cooperation respecting performance
- § 312 - Warranty of title and against infringement; buyer's obligation against infringement
- § 313 - Express warranties by affirmation, promise, description, sample
- § 314 - Implied warranty: merchantability; usage of trade
- § 315 - Implied warranty: fitness for particular purpose
- § 316 - Exclusion or modification of warranties
- § 317 - Cumulation and conflict of warranties express or implied
- § 318 - Third party beneficiaries of warranties express or implied
- § 319 - F.O.B. and F.A.S. terms
- § 320 - C.I.F. and C. & F. terms
- § 321 - C.I.F. or C. & F.: 'net landed weights'; 'payment on arrival'; warranty of condition on arrival
- § 322 - Delivery 'ex-ship'
- § 323 - Form of bill of lading required in overseas shipment; 'overseas'
- § 324 - 'No arrival, no sale' term
- § 325 - 'Letter of credit' term; 'confirmed credit'
- § 326 - Sale on approval and sale or return; rights of creditors
- § 327 - Special incidents of sale on approval and sale or return
- § 328 - Sale by auction
- § 401 - Passing of title; reservation for security; limited application of this section
- § 402 - Rights of seller's creditors against sold goods
- § 403 - Power to transfer; good faith purchase of goods; 'entrusting'
- § 501 - Insurable interest in goods; manner of identification of goods
- § 502 - Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency
- § 503 - Manner of seller's tender of delivery
- § 504 - Shipment by seller
- § 505 - Seller's shipment under reservation
- § 506 - Rights of financing agency
- § 507 - Effect of seller's tender; delivery on condition
- § 508 - Cure by seller of improper tender or delivery; replacement
- § 509 - Risk of loss in the absence of breach
- § 510 - Effect of breach on risk of loss
- § 511 - Tender of payment by buyer; payment by check
- § 512 - Payment by buyer before inspection
- § 513 - Buyer's right to inspection of goods
- § 514 - When documents deliverable on acceptance; when on payment
- § 515 - Preserving evidence of goods in dispute
- § 601 - Buyer's rights on improper delivery
- § 602 - Manner and effect of rightful rejection
- § 603 - Merchant buyer's duties as to rightfully rejected goods
- § 604 - Buyer's options as to salvage of rightfully rejected goods
- § 605 - Waiver of buyer's objections by failure to particularize
- § 606 - What constitutes acceptance of goods
- § 607 - Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
- § 608 - Revocation of acceptance in whole or in part
- § 609 - Right to adequate assurance of performance
- § 610 - Anticipatory repudiation
- § 611 - Retraction of anticipatory repudiation
- § 612 - 'Installment contract'; breach
- § 613 - Casualty to identified goods
- § 614 - Substituted performance
- § 615 - Excuse by failure of presupposed conditions
- § 616 - Procedure on notice claiming excuse
- § 701 - Remedies for breach of collateral contracts not impaired
- § 702 - Seller's remedies on discovery of buyer's insolvency
- § 703 - Seller's remedies in general
- § 704 - Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
- § 705 - Seller's stoppage of delivery in transit or otherwise
- § 706 - Seller's resale including contract for resale
- § 707 - 'Person in the position of a seller'
- § 708 - Seller's damages for non-acceptance or repudiation
- § 709 - Action for the price
- § 710 - Seller's incidental damages
- § 711 - Buyer's remedies in general; buyer's security interest in rejected goods
- § 712 - 'Cover'; buyer's procurement of substitute goods
- § 713 - Buyer's damages for non-delivery or repudiation
- § 714 - Buyer's damages for breach in regard to accepted goods
- § 715 - Buyer's incidental and consequential damages
- § 716 - Buyer's right to specific performance or replevin
- § 717 - Deduction of damages from the price
- § 718 - Liquidation or limitation of damages; deposits
- § 719 - Contractual modification or limitation of remedy
- § 720 - Effect of 'cancellation' or 'rescission' on claims for antecedent breach
- § 721 - Remedies for fraud
- § 722 - Who can sue third parties for injury to goods
- § 723 - Proof of market price: time and place
- § 724 - Admissibility of market quotations
- § 725 - Statute of limitations in contracts for sale
- Article 2A - Leases (Contains: §§ 101 – 532)
- § 101 - Short title
- § 102 - Scope
- § 103 - Definitions and index of definitions
- § 104 - Leases subject to other law
- § 105 - Territorial application of article to goods covered by certificate of title
- § 106 - Limitation on power of parties to consumer lease to choose applicable law and judicial forum
- § 107 - Waiver or renunciation of claim or right after default
- § 108 - Unconscionability
- § 109 - Option to accelerate at will
- § 201 - Statute of frauds
- § 202 - Final written expression; parol or extrinsic evidence
- § 203 - Seals inoperative
- § 204 - Formation in general
- § 205 - Firm offers
- § 206 - Offer and acceptance in formation of lease contract
- § 207 - Repealed. 2007, No. 99 (Adj. Sess.), § 20.
- § 208 - Modification, rescission and waiver
- § 209 - Lessee under finance lease as beneficiary of supply contract
- § 210 - Express warranties
- § 211 - Warranties against interference and against infringement; lessee's obligation against infringement
- § 212 - Implied warranty of merchantability
- § 213 - Implied warranty of fitness for particular purpose
- § 214 - Exclusion or modification of warranties
- § 215 - Cumulation and conflict of warranties express or implied
- § 216 - Third-party beneficiaries of express and implied warranties
- § 217 - Identification
- § 218 - Insurance and proceeds
- § 219 - Risk of loss
- § 220 - Effect of default on risk of loss
- § 221 - Casualty to identified goods
- § 301 - Enforceability of lease contract
- § 302 - Title to and possession of goods
- § 303 - Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights
- § 304 - Subsequent lease of goods by lessor
- § 305 - Sale or sublease of goods by lessee
- § 306 - Priority of certain liens arising by operation of law
- § 307 - Priority of liens arising by attachment or levy on, security interests in, and other claims to goods
- § 308 - Special rights of creditors
- § 309 - Lessor's and lessee's rights when goods become fixtures
- § 310 - Lessor's and lessee's rights when goods become accessions
- § 311 - Priority subject to subordination
- § 401 - Insecurity: adequate assurance of performance
- § 402 - Anticipatory repudiation
- § 403 - Retraction of anticipatory repudiation
- § 404 - Substituted performance
- § 405 - Excused performance
- § 406 - Procedure on excused performance
- § 407 - Irrevocable promises: finance leases
- § 501 - Default: procedure
- § 502 - Notice after default
- § 503 - Modification or impairment of rights and remedies
- § 504 - Liquidation of damages
- § 505 - Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies
- § 506 - Statute of limitations
- § 507 - Proof of market rent: time and place
- § 508 - Lessee's remedies
- § 509 - Lessee's rights on improper delivery; rightful rejection
- § 510 - Installment lease contracts: rejection and default
- § 511 - Merchant lessee's duties as to rightfully rejected goods
- § 512 - Lessee's duties as to rightfully rejected goods
- § 513 - Cure by lessor of improper tender or delivery; replacement
- § 514 - Waiver of lessee's objections
- § 515 - Acceptance of goods
- § 516 - Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over
- § 517 - Revocation of acceptance of goods
- § 518 - Cover; substitute goods
- § 519 - Lessee's damages for non-delivery, repudiation, default, and breach of warranty in regard to accepted goods
- § 520 - Lessee's incidental and consequential damages
- § 521 - Lessee's right to specific performance or replevin
- § 522 - Lessee's right to goods on lessor's insolvency
- § 523 - Lessor's remedies
- § 524 - Lessor's right to identify goods to lease contract
- § 525 - Lessor's right to possession of goods
- § 526 - Lessor's stoppage of delivery in transit or otherwise
- § 527 - Lessor's rights to dispose of goods
- § 528 - Lessor's damages for non-acceptance, failure to pay, repudiation, or other default
- § 529 - Lessor's action for the rent
- § 530 - Lessor's incidental damages
- § 531 - Standing to sue third parties for injury to goods
- § 532 - Lessor's rights to residual interest
- Article 3 - Commercial Paper (Contains: §§ 101 – 605)
- Article 4 - Bank Deposits and Collections (Contains: §§ 101 – 504)
- Article 4A - Funds Transfers (Contains: §§ 101 – 507)
- Article 5 - Letters of Credit (Contains: §§ 101 – 118)
- Article 6 - Bulk Transfers (Contains: §§ 101 – 101)
- Article 7 - Warehouse Receipts, Bills of Lading and Other Docu (Contains: §§ 101 – 603)
- Article 8 - Investment Securities (Contains: §§ 101 – 511)
- § 101 - Short title
- § 102 - Definitions
- § 103 - Rules for determining whether certain obligations and interests are securities or financial assets
- § 104 - Acquisition of security or financial asset or interest therein
- § 105 - Notice of adverse claim
- § 106 - Control
- § 107 - Whether indorsement, instruction, or entitlement order is effective
- § 108 - Warranties in direct holding
- § 109 - Warranties in indirect holding
- § 110 - Applicability; choice of law
- § 111 - Clearing corporation rules
- § 112 - Creditor's legal process
- § 113 - Statute of frauds inapplicable
- § 114 - Evidentiary rules concerning certificated securities
- § 115 - Securities intermediary and others not liable to adverse claimant
- § 116 - Securities intermediary as purchaser for value
- § 201 - Issuer
- § 202 - Issuer's responsibility and defenses; notice of defect or defense
- § 203 - Staleness as notice of defect or defense
- § 204 - Effect of issuer's restriction on transfer
- § 205 - Effect of unauthorized signature on security certificate
- § 206 - Completion or alteration of security certificate
- § 207 - Rights and duties of issuer with respect to registered owners
- § 208 - Effect of signature of authenticating trustee, registrar, or transfer agent
- § 209 - Issuer's lien
- § 210 - Overissue
- § 301 - Delivery
- § 302 - Rights of purchaser
- § 303 - Protected purchaser
- § 304 - Indorsement
- § 305 - Instruction
- § 306 - Effect of guaranteeing signature, indorsement, or instruction
- § 307 - Purchaser's right to requisites for registration of transfer
- § 401 - Duty of issuer to register transfer
- § 402 - Assurance that indorsement or instruction is effective
- § 403 - Demand that issuer not register transfer
- § 404 - Wrongful registration
- § 405 - Replacement of lost, destroyed, or wrongfully taken security certificate
- § 406 - Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
- § 407 - Authenticating trustee, transfer agent, and registrar
- § 501 - Securities account; acquisition of security entitlement from securities intermediary
- § 502 - Assertion of adverse claim against entitlement holder
- § 503 - Property interest of entitlement holder in financial asset held by securities intermediary
- § 504 - Duty of securities intermediary to maintain financial asset
- § 505 - Duty of securities intermediary with respect to payments and distributions
- § 506 - Duty of securities intermediary to exercise rights as directed by entitlement holder
- § 507 - Duty of securities intermediary to comply with entitlement order
- § 508 - Duty of securities intermediary to change entitlement holder's position to other form of security holding
- § 509 - Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise
- § 510 - Rights of purchaser of security entitlement from entitlement holder
- § 511 - Priority among security interests and entitlement holders
- Article 9 - Secured Transactions (Contains: §§ 101 – 709)
- § 101 - Short title
- § 102 - Definitions and index of definitions
- § 103 - Purchase-money security interest; application of payments; burden of establishing
- § 103A - 'Production-money crops'; 'production-money obligation'; 'production-money security interest'; burden of establishing
- § 104 - Control of deposit account
- § 105 - Control of electronic chattel paper
- § 106 - Control of investment property
- § 107 - Control of letter-of-credit right
- § 108 - Sufficiency of description in a security agreement
- § 109 - Scope
- § 110 - Security interests arising under Article 2 or 2a
- § 201 - General effectiveness of security agreement
- § 202 - Title to collateral immaterial
- § 203 - Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites
- § 204 - After-acquired property; future advances
- § 205 - Use or disposition of collateral permissible
- § 206 - Security interest arising in purchase or delivery of financial asset
- § 207 - Rights and duties of secured party having possession or control of collateral
- § 208 - Additional duties of secured party having control of collateral
- § 209 - Duties of secured party if account debtor has been notified of assignment
- § 210 - Request for accounting; request regarding list of collateral or statement of account
- § 301 - Law governing perfection and priority of security interests
- § 302 - Law governing perfection and priority of agricultural liens
- § 303 - Law governing perfection and priority of security interests in goods covered by a certificate of title
- § 304 - Law governing perfection and priority of security interests in deposit accounts
- § 305 - Law governing perfection and priority of security interests in investment property
- § 306 - Law governing perfection and priority of security interests in letter-of-credit rights
- § 307 - Location of debtor
- § 308 - When security interest or agricultural lien is perfected; continuity of perfection
- § 309 - Security interest perfected upon attachment
- § 310 - When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply
- § 311 - Perfection of security interests in property subject to certain statutes, regulations, and treaties
- § 312 - Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-cre
- § 313 - When possession by or delivery to secured party perfects security interest without filing
- § 314 - Perfection by control
- § 315 - Secured party's rights on disposition of collateral and in proceeds
- § 316 - Continued perfection of security interest following change in governing law
- § 317 - Interests that take priority over or take free of security interest or agricultural lien
- § 318 - No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers
- § 319 - Rights and title of consignee with respect to creditors and purchasers
- § 320 - Buyer of goods
- § 321 - Licensee of general intangible and lessee of goods in ordinary course of business
- § 322 - Priorities among conflicting security interests in and agricultural liens on same collateral
- § 323 - Future advances
- § 324 - Priority of purchase-money security interests
- § 325 - Priority of security interests in transferred collateral
- § 326 - Priority of security interests created by new debtor
- § 327 - Priority of security interests in deposit account
- § 328 - Priority of security interests in investment property
- § 329 - Priority of security interests in letter-of-credit right
- § 330 - Priority of purchaser of chattel paper or instrument
- § 331 - Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security ent
- § 332 - Transfer of money; transfer of funds from deposit account
- § 333 - Priority of certain liens arising by operation of law
- § 334 - Priority of security interests in fixtures and crops
- § 335 - Accessions
- § 336 - Commingled goods
- § 337 - Priority of security interests in goods covered by certificate of title
- § 338 - Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information
- § 339 - Priority subject to subordination
- § 340 - Effectiveness of right of recoupment or set-off against deposit account
- § 341 - Bank's rights and duties with respect to deposit account
- § 342 - Bank's right to refuse to enter into or disclose existence of control agreement
- § 401 - Alienability of debtor's rights
- § 402 - Secured party not obligated on contract of debtor or in tort
- § 403 - Agreement not to assert defenses against assignee
- § 404 - Rights acquired by assignee; claims and defenses against assignee
- § 405 - Modification of assigned contract
- § 406 - Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, pay
- § 407 - Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest
- § 408 - Restrictions on assignment of promissory notes, health care insurance receivables, and certain general intangibles ineffective
- § 409 - Restrictions on assignment of letter-of-credit rights ineffective
- § 501 - Filing office
- § 502 - Contents of financing statement; record of mortgage as financing statement; time of filing financing statement
- § 503 - Name of debtor and secured party
- § 504 - Indication of collateral
- § 505 - Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions
- § 506 - Effect of errors or omissions
- § 507 - Effect of certain events on effectiveness of financing statement
- § 508 - Effectiveness of financing statement if new debtor becomes bound by security agreement
- § 509 - Persons entitled to file a record
- § 510 - Effectiveness of filed record
- § 511 - Secured party of record
- § 512 - Amendment of financing statement
- § 513 - Termination statement
- § 514 - Assignment of powers of secured party of record
- § 515 - Duration and effectiveness of financing statement; effect of lapsed financing statement
- § 516 - What constitutes filing; effectiveness of filing
- § 517 - Effect of indexing errors
- § 518 - Claim concerning inaccurate or wrongfully filed record
- § 519 - Numbering, maintaining, and indexing records; communicating information provided in records
- § 520 - Acceptance and refusal to accept record
- § 521 - Uniform form of written financing statement and amendment
- § 522 - Maintenance and destruction of records
- § 523 - Information from filing office; sale or license of records
- § 524 - Delay by filing office
- § 525 - Fees
- § 526 - Filing office rules
- § 527 - Duty to report
- § 601 - Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes
- § 602 - Waiver and variance of rights and duties
- § 603 - Agreement on standards concerning rights and duties
- § 604 - Procedure if security agreement covers real property or fixtures
- § 605 - Unknown debtor or secondary obligor
- § 606 - Time of default for agricultural lien
- § 607 - Collection and enforcement by secured party
- § 608 - Application of proceeds of collection or enforcement; liability for deficiency and right to surplus
- § 609 - Secured party's right to take possession after default
- § 610 - Disposition of collateral after default
- § 611 - Notification before disposition of collateral
- § 612 - Timeliness of notification before disposition of collateral
- § 613 - Contents and form of notification before disposition of collateral: general
- § 614 - Contents and form of notification before disposition of collateral; consumer goods transaction
- § 615 - Application of proceeds of disposition; liability for deficiency and right to surplus
- § 616 - Explanation of calculation of surplus or deficiency
- § 617 - Rights of transferee of collateral
- § 618 - Rights and duties of certain secondary obligors
- § 619 - Transfer of record or legal title
- § 620 - Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral
- § 621 - Notification of proposal to accept collateral
- § 622 - Effect of acceptance of collateral
- § 623 - Right to redeem collateral
- § 624 - Waiver
- § 625 - Remedies for secured party's failure to comply with article
- § 626 - Action in which deficiency or surplus is in issue
- § 627 - Determination of whether conduct was commercially reasonable
- § 628 - Nonliability and limitation on liability of secured party; liability of secondary obligor
- § 701 - Effective date
- § 702 - Savings clause
- § 703 - Security interest perfected before effective date
- § 704 - Security interest unperfected before effective date
- § 705 - Effectiveness of action taken before effective date
- § 706 - When initial financing statement suffices as continuation statement
- § 707 - Amendment of preeffective-date financing statement
- § 708 - Persons entitled to file initial financing statement or continuation statement
- § 709 - Priority