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Public Act 095-0895 |
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AN ACT concerning the Uniform Commercial Code.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Uniform Commercial Code is amended by | ||||
changing the heading of Article 1, Part 1 and Sections 1-101, | ||||
1-102, 1-103, 1-104, 1-105, 1-106, 1-107, 1-108, and 1-109, the | ||||
heading of Article 1, Part 2 and Sections 1-201, 1-202, 1-203, | ||||
1-204, 1-205, 1-206, 1-207, 1-208, and 1-209 and by adding the | ||||
heading of Article 1, Part 3 and Sections 1-301, 1-302, 1-303, | ||||
1-304, 1-305, 1-306, 1-307, 1-308, 1-309, and 1-310 as follows:
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(810 ILCS 5/Art. 1 Pt. 1 heading) | ||||
PART 1 .
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GENERAL PROVISIONS
SHORT TITLE, CONSTRUCTION, APPLICATION
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AND SUBJECT MATTER OF THE ACT
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(810 ILCS 5/1-101) (from Ch. 26, par. 1-101)
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Sec. 1-101. Short Titles.
Short title.
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(a) This Act may be cited as the Uniform Commercial Code. | ||||
(b) This Article may be cited as Uniform Commercial Code - | ||||
General Provisions.
This Act shall be known and may be cited as | ||||
Uniform Commercial Code.
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(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/1-102) (from Ch. 26, par. 1-102)
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Sec. 1-102. Scope of Article.
Purposes, rules of | ||
construction, variation by agreement.
This Article applies to a | ||
transaction to the extent that it is governed by another | ||
Article of the Uniform Commercial Code.
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(1) This Act shall be liberally construed and applied to | ||
promote its
underlying purposes and policies.
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(2) Underlying purposes and policies of this Act are
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(a) to simplify, clarify and modernize the law | ||
governing commercial
transactions;
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(b) to permit the continued expansion of commercial | ||
practices through
custom, usage and agreement of the parties;
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(c) to make uniform the law among the various | ||
jurisdictions.
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(3) The effect of provisions of this Act may be varied by | ||
agreement,
except as otherwise provided in this Act and except | ||
that the obligations of
good faith, diligence, reasonableness | ||
and care prescribed by this Act may
not be disclaimed by | ||
agreement but the parties may by agreement determine
the | ||
standards by which the performance of such obligations is to be
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measured if such standards are not manifestly unreasonable.
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(4) The presence in certain provisions of this Act of the | ||
words "unless
otherwise agreed" or words of similar import does | ||
not imply that the effect
of other provisions may not be varied | ||
by agreement under subsection (3).
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(5) In this Act unless the context otherwise requires
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(a) words in the singular number include the plural, | ||
and in the
plural include the singular;
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(b) words of the masculine gender include the feminine | ||
and the
neuter, and when the sense so indicates words of the | ||
neuter gender may
refer to any gender.
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(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/1-103) (from Ch. 26, par. 1-103)
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Sec. 1-103. Construction of Uniform Commercial Code to | ||
promote its purposes and policies; applicability of | ||
supplemental principles of law.
Supplementary general | ||
principles of law applicable.
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(a) The Uniform Commercial Code must be liberally construed | ||
and applied to promote its underlying purposes and policies, | ||
which are: | ||
(1) to simplify, clarify, and modernize the law | ||
governing commercial transactions; | ||
(2) to permit the continued expansion of commercial | ||
practices through custom, usage, and agreement of the | ||
parties; and | ||
(3) to make uniform the law among the various | ||
jurisdictions. | ||
(b) Unless displaced by the particular provisions of the | ||
Uniform Commercial Code, the principles of law and equity, | ||
including the law merchant and the law relative to capacity to | ||
contract, principal and agent, estoppel, fraud, |
misrepresentation, duress, coercion, mistake, bankruptcy, and | ||
other validating or invalidating cause supplement its | ||
provisions.
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Unless displaced by the particular provisions of this Act, | ||
the
principles of law and equity, including the law merchant | ||
and the law
relative to capacity to contract, principal and | ||
agent, estoppel, fraud,
misrepresentation, duress, coercion, | ||
mistake, unjust enrichment,
bankruptcy, or other
validating or | ||
invalidating cause shall supplement its provisions.
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(Source: P.A. 88-123.)
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(810 ILCS 5/1-104) (from Ch. 26, par. 1-104)
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Sec. 1-104. Construction against implied repeal.
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Construction against implicit repeal.
The Uniform Commercial | ||
Code being a general Act intended as a unified coverage of its | ||
subject matter, no part of it shall be deemed to be impliedly | ||
repealed by subsequent legislation if such construction can | ||
reasonably be avoided.
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This Act being a general act intended as a unified coverage | ||
of its
subject matter, no part of it shall be deemed to be | ||
impliedly repealed by
subsequent legislation if such | ||
construction can reasonably be avoided.
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(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/1-105) (from Ch. 26, par. 1-105)
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Sec. 1-105. Severability. If any provision or clause of the |
Uniform Commercial Code or its application to any person or | ||
circumstance is held invalid, the invalidity does not affect | ||
other provisions or applications of the Uniform Commercial Code | ||
which can be given effect without the invalid provision or | ||
application, and to this end the provisions of the Uniform | ||
Commercial Code are severable.
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Territorial application of the Act; parties' power to
choose | ||
applicable law.
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(1) Except as provided in this Section, when a transaction
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bears a reasonable relation to this State and also to another | ||
state or
nation the parties may agree that the law either of | ||
this State or of
the other state or nation shall govern their | ||
rights and
duties. Failing an agreement, this Act applies to
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transactions bearing an appropriate relation to this State.
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(2) Where one of the following provisions of this Act | ||
specifies the
applicable law, that provision governs and a | ||
contrary agreement is
effective only to the extent permitted by | ||
the law (including the conflict
of laws rules) so specified:
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Rights of creditors against sold goods. Section 2-402.
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Applicability of the Article on Leases. Sections 2A-105 and | ||
2A-106.
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Applicability of the Article on Bank Deposits and | ||
Collections.
Section 4-102.
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Governing law in the Article on Funds Transfers. Section | ||
4A-507.
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Letters of Credit. Section 5-116.
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Applicability of the Article on Investment Securities. | ||
Section 8-110.
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Law governing perfection, the effect of perfection or | ||
nonperfection,
and the priority of security interests | ||
and agricultural liens. Sections 9-301
through 9-307.
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(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/1-106) (from Ch. 26, par. 1-106)
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Sec. 1-106. Use of singular and plural; gender.
Remedies to | ||
be liberally administered.
In the Uniform Commercial Code, | ||
unless the statutory context otherwise requires:
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(1) words in the singular number include the plural, | ||
and those in the plural include the singular; and | ||
(2) words of any gender also refer to any other gender.
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(1) The remedies provided by this Act shall be liberally | ||
administered to
the end that the aggrieved party may be put in | ||
as good a position as if the
other party had fully performed | ||
but neither consequential or special nor
penal damages may be | ||
had except as specifically provided in this Act or by
other | ||
rule of law.
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(2) Any right or obligation declared by this Act is | ||
enforceable by
action unless the provision declaring it | ||
specifies a different and limited
effect.
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(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/1-107) (from Ch. 26, par. 1-107)
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Sec. 1-107. Section captions.
Waiver or renunciation of | ||
claim or right after breach.
Section captions are part of the | ||
Uniform Commercial Code.
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Any claim or right arising out of an alleged breach can be | ||
discharged in
whole or in part without consideration by a | ||
written waiver or renunciation
signed and delivered by the | ||
aggrieved party.
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(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/1-108) (from Ch. 26, par. 1-108)
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Sec. 1-108. Relation to Electronic Signatures in Global and | ||
National Commerce Act.
Severability.
This Article modifies, | ||
limits, and supersedes the federal Electronic Signatures in | ||
Global and National Commerce Act, 15 U.S.C. Section 7001 et | ||
seq., except that nothing in this Article modifies, limits, or | ||
supersedes 15 U.S.C. Section 7001(c) or authorizes electronic | ||
delivery of any of the notices described in 15 U.S.C. Section | ||
7003(b).
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If any provision or clause of this Act or application | ||
thereof to any
person or circumstances is held invalid, such | ||
invalidity shall not affect
other provisions or applications of | ||
the Act which can be given effect
without the invalid provision | ||
or application, and to this end the
provisions of this Act are | ||
declared to be severable.
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(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/1-109) (from Ch. 26, par. 1-109)
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Sec. 1-109.
(Blank). Section captions. Section captions | ||
are parts of this Act. | ||
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/Art. 1 Pt. 2 heading) | ||
PART 2 .
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GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
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(810 ILCS 5/1-201) (from Ch. 26, par. 1-201)
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Sec. 1-201. General Definitions. | ||
(a) Unless the context otherwise requires, words or phrases | ||
defined in this Section, or in the additional definitions | ||
contained in other Articles of the Uniform Commercial Code that | ||
apply to particular Articles or parts thereof, have the | ||
meanings stated.
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(b) Subject to definitions contained in other Articles of | ||
the Uniform Commercial Code that apply to particular Articles | ||
or parts thereof:
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(1) "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. | ||
(2) "Aggrieved party" means a party entitled to pursue | ||
a remedy. | ||
(3) "Agreement", as distinguished from "contract", |
means the bargain of the parties in fact, as found in their | ||
language or inferred from other circumstances, including | ||
course of performance, course of dealing, or usage of trade | ||
as provided in Section 1-303. | ||
(4) "Bank" means a person engaged in the business of | ||
banking and includes a savings bank, savings and loan | ||
association, credit union, and trust company. | ||
(5) "Bearer" means a person in possession of a | ||
negotiable instrument, document of title, or certificated | ||
security that is payable to bearer or indorsed in blank. | ||
(6) "Bill of lading" means a document evidencing the | ||
receipt of goods for shipment issued by a person engaged in | ||
the business of transporting or forwarding goods. | ||
(7) "Branch" includes a separately incorporated | ||
foreign branch of a bank. | ||
(8) "Burden of establishing" a fact means the burden of | ||
persuading the trier of fact that the existence of the fact | ||
is more probable than its nonexistence. | ||
(9) "Buyer in ordinary course of business" means a | ||
person that buys goods in good faith, without knowledge | ||
that the sale violates the rights of another person in the | ||
goods, and in the ordinary course from a person, other than | ||
a pawnbroker, in the business of selling goods of that | ||
kind. A person buys goods in the ordinary course if the | ||
sale to the person comports with the usual or customary | ||
practices in the kind of business in which the seller is |
engaged or with the seller's own usual or customary | ||
practices. A person that sells oil, gas, or other minerals | ||
at the wellhead or minehead is a person in the business of | ||
selling goods of that kind. A buyer in ordinary course of | ||
business may buy for cash, by exchange of other property, | ||
or on secured or unsecured credit, and may acquire goods or | ||
documents of title under a preexisting contract for sale. | ||
Only a buyer that takes possession of the goods or has a | ||
right to recover the goods from the seller under Article 2 | ||
may be a buyer in ordinary course of business. "Buyer in | ||
ordinary course of business" does not include a person that | ||
acquires goods in a transfer in bulk or as security for or | ||
in total or partial satisfaction of a money debt. | ||
(10) "Conspicuous", with reference to a term, means so | ||
written, displayed, or presented that a reasonable person | ||
against which it is to operate ought to have noticed it. | ||
Whether a term is "conspicuous" or not is a decision for | ||
the court. Conspicuous terms include the following: | ||
(A) a heading in capitals equal to or greater in | ||
size than the surrounding text, or in contrasting type, | ||
font, or color to the surrounding text of the same or | ||
lesser size; and | ||
(B) language in the body of a record or display in | ||
larger type than the surrounding text, or in | ||
contrasting type, font, or color to the surrounding | ||
text of the same size, or set off from surrounding text |
of the same size by symbols or other marks that call | ||
attention to the language. | ||
(11) "Consumer" means an individual who enters into a | ||
transaction primarily for personal, family, or household | ||
purposes. | ||
(12) "Contract", as distinguished from "agreement", | ||
means the total legal obligation that results from the | ||
parties' agreement as determined by the Uniform Commercial | ||
Code as supplemented by any other applicable laws. | ||
(13) "Creditor" includes a general creditor, a secured | ||
creditor, a lien creditor, and any representative of | ||
creditors, including an assignee for the benefit of | ||
creditors, a trustee in bankruptcy, a receiver in equity, | ||
and an executor or administrator of an insolvent debtor's | ||
or assignor's estate. | ||
(14) "Defendant" includes a person in the position of | ||
defendant in a counterclaim, cross-claim, or third-party | ||
claim. | ||
(15) "Delivery", with respect to an instrument, | ||
document of title, or chattel paper, means voluntary | ||
transfer of possession. | ||
(16) "Document of title" includes bill of lading, dock | ||
warrant, dock receipt, warehouse receipt or order for the | ||
delivery of goods, and also any other document which in the | ||
regular course of business or financing is treated as | ||
adequately evidencing that the person in possession of it |
is entitled to receive, hold, and dispose of the document | ||
and the goods it covers. To be a document of title, a | ||
document must purport to be issued by or addressed to a | ||
bailee and purport to cover goods in the bailee's | ||
possession which are either identified or are fungible | ||
portions of an identified mass. | ||
(17) "Fault" means a default, breach, or wrongful act | ||
or omission. | ||
(18) "Fungible goods" means: | ||
(A) goods of which any unit, by nature or usage of | ||
trade, is the equivalent of any other like unit; or | ||
(B) goods that by agreement are treated as | ||
equivalent. | ||
(19) "Genuine" means free of forgery or | ||
counterfeiting. | ||
(20) "Good faith" means honesty in fact in the conduct | ||
or transaction concerned. | ||
(21) "Holder" means: | ||
(A) the person in possession of a negotiable | ||
instrument that is payable either to bearer or to an | ||
identified person that is the person in possession; or | ||
(B) the person in possession of a document of title | ||
if the goods are deliverable either to bearer or to the | ||
order of the person in possession. | ||
(22) "Insolvency proceeding" includes an assignment | ||
for the benefit of creditors or other proceeding intended |
to liquidate or rehabilitate the estate of the person | ||
involved. | ||
(23) "Insolvent" means: | ||
(A) having generally ceased to pay debts in the | ||
ordinary course of business other than as a result of | ||
bona fide dispute; | ||
(B) being unable to pay debts as they become due; | ||
or | ||
(C) being insolvent within the meaning of federal | ||
bankruptcy law. | ||
(24) "Money" means a medium of exchange currently | ||
authorized or adopted by a domestic or foreign government. | ||
The term includes a monetary unit of account established by | ||
an intergovernmental organization or by agreement between | ||
two or more countries. | ||
(25) "Organization" means a person other than an | ||
individual. | ||
(26) "Party", as distinguished from "third party", | ||
means a person that has engaged in a transaction or made an | ||
agreement subject to the Uniform Commercial Code. | ||
(27) "Person" means an individual, corporation, | ||
business trust, estate, trust, partnership, limited | ||
liability company, association, joint venture, government, | ||
governmental subdivision, agency, or instrumentality, | ||
public corporation, or any other legal or commercial | ||
entity. |
(28) "Present value" means the amount as of a date | ||
certain of one or more sums payable in the future, | ||
discounted to the date certain by use of either an interest | ||
rate specified by the parties if that rate is not | ||
manifestly unreasonable at the time the transaction is | ||
entered into or, if an interest rate is not so specified, a | ||
commercially reasonable rate that takes into account the | ||
facts and circumstances at the time the transaction is | ||
entered into. | ||
(29) "Purchase" means taking by sale, lease, discount, | ||
negotiation, mortgage, pledge, lien, security interest, | ||
issue or reissue, gift, or any other voluntary transaction | ||
creating an interest in property. | ||
(30) "Purchaser" means a person that takes by purchase. | ||
(31) "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. | ||
(32) "Remedy" means any remedial right to which an | ||
aggrieved party is entitled with or without resort to a | ||
tribunal. | ||
(33) "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. | ||
(34) "Right" includes remedy. | ||
(35) "Security interest" means an interest in personal |
property or fixtures which secures payment or performance | ||
of an obligation. "Security interest" includes any | ||
interest of a consignor and a buyer of accounts, chattel | ||
paper, a payment intangible, or a promissory note in a | ||
transaction that is subject to Article 9. "Security | ||
interest" does not include the special property interest of | ||
a buyer of goods on identification of those goods to a | ||
contract for sale under Section 2-401, but a buyer may also | ||
acquire a "security interest" by complying with Article 9. | ||
Except as otherwise provided in Section 2-505, the right of | ||
a seller or lessor of goods under Article 2 or 2A to retain | ||
or acquire possession of the goods is not a "security | ||
interest", but a seller or lessor may also acquire a | ||
"security interest" by complying with Article 9. The | ||
retention or reservation of title by a seller of goods | ||
notwithstanding shipment or delivery to the buyer under | ||
Section 2-401 is limited in effect to a reservation of a | ||
"security interest". Whether a transaction in the form of a | ||
lease creates a "security interest" is determined pursuant | ||
to Section 1-203. | ||
(36) "Send" in connection with a writing, record, or | ||
notice means: | ||
(A) to deposit in the mail or deliver for | ||
transmission by any other usual means of communication | ||
with postage or cost of transmission provided for and | ||
properly addressed and, in the case of an instrument, |
to an address specified thereon or otherwise agreed, or | ||
if there be none to any address reasonable under the | ||
circumstances; or | ||
(B) in any other way to cause to be received any | ||
record or notice within the time it would have arrived | ||
if properly sent. | ||
(37) "Signed" includes using any symbol executed or | ||
adopted with present intention to adopt or accept a | ||
writing. | ||
(38) "State" means a State of the United States, the | ||
District of Columbia, Puerto Rico, the United States Virgin | ||
Islands, or any territory or insular possession subject to | ||
the jurisdiction of the United States. | ||
(39) "Surety" includes a guarantor or other secondary | ||
obligor. | ||
(40) "Term" means a portion of an agreement that | ||
relates to a particular matter. | ||
(41) "Unauthorized signature" means a signature made | ||
without actual, implied, or apparent authority. The term | ||
includes a forgery. | ||
(42) "Warehouse receipt" means a receipt issued by a | ||
person engaged in the business of storing goods for hire. | ||
(43) "Writing" includes printing, typewriting, or any | ||
other intentional reduction to tangible form. "Written" | ||
has a corresponding meaning.
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Subject to additional definitions contained
in the subsequent |
Articles of this Act which are applicable to specific
Articles | ||
or Parts thereof, and unless the context otherwise requires, in | ||
this
Act:
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(1) "Action" in the sense of a judicial proceeding includes | ||
recoupment,
counterclaim, set-off, suit in equity and any other | ||
proceedings in which
rights are determined.
| ||
(2) "Aggrieved party" means a party entitled to resort to a | ||
remedy.
| ||
(3) "Agreement" means the bargain of the parties in fact as | ||
found in
their language or by implication from other | ||
circumstances including course
of dealing or usage of trade or | ||
course of performance as provided in this
Act (Sections 1-205, | ||
2-208, and 2A-207). Whether an agreement
has legal
consequences | ||
is determined by the provisions of this Act, if applicable;
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otherwise by the law of contracts (Section 1-103). (Compare | ||
"Contract".)
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(4) "Bank" means any person engaged in the business of | ||
banking.
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(5) "Bearer" means the person in possession of an | ||
instrument, document
of title, or certificated security | ||
payable to bearer or indorsed in blank.
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(6) "Bill of lading" means a document evidencing the | ||
receipt of goods
for shipment issued by a person engaged in the | ||
business of transporting or
forwarding goods, and includes an | ||
airbill. "Airbill" means a document
serving for air | ||
transportation as a bill of lading does for marine or rail
|
transportation, and includes an air consignment note or air | ||
waybill.
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(7) "Branch" includes a separately incorporated foreign | ||
branch of a
bank.
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(8) "Burden of establishing" a fact means the burden of | ||
persuading the
triers of fact that the existence of the fact is | ||
more probable than its
non-existence.
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(9) "Buyer in ordinary course of business" means a person | ||
that buys
goods in good
faith, without knowledge that the sale | ||
violates the rights of another
person in the goods, and in the | ||
ordinary
course from a person, other than a pawnbroker, in the | ||
business of selling
goods of that kind. A person buys goods
in | ||
the ordinary course if the sale to the person comports with the | ||
usual or
customary practices in the kind of business in which | ||
the seller is engaged or
with the seller's own usual or | ||
customary practices.
A person that sells oil, gas, or other | ||
minerals at the
wellhead or minehead is a person in the
| ||
business of selling goods of that kind. A buyer in ordinary | ||
course of
business may buy for cash, by exchange of
other | ||
property, or on secured or unsecured credit, and may acquire | ||
goods or documents of
title under a pre-existing
contract for | ||
sale.
Only a buyer that takes possession of the goods or has a | ||
right to recover the
goods from the seller under Article 2 may | ||
be a buyer in ordinary course of
business. A person that | ||
acquires goods in a transfer in bulk or as security
for or in | ||
total or partial satisfaction of a money debt is not a
buyer in |
ordinary course of business.
| ||
(10) "Conspicuous": A term or clause is conspicuous when it | ||
is so
written that a reasonable person against whom it is to | ||
operate ought to
have noticed it. A printed heading in capitals | ||
(as: NON-NEGOTIABLE BILL OF
LADING) is conspicuous. Language in | ||
the body of a form is "conspicuous" if
it is in larger or other | ||
contrasting type or color. But in a telegram any
stated term is | ||
"conspicuous". Whether a term or clause is "conspicuous" or
not | ||
is for decision by the court.
| ||
(11) "Contract" means the total legal obligation which | ||
results from the
parties' agreement as affected by this Act and | ||
any other applicable rules
of law. (Compare "Agreement".)
| ||
(12) "Creditor" includes a general creditor, a secured | ||
creditor, a lien
creditor and any representative of creditors, | ||
including an assignee for the
benefit of creditors, a trustee | ||
in bankruptcy, a receiver in equity and an
executor or | ||
administrator of an insolvent debtor's or assignor's estate.
| ||
(13) "Defendant" includes a person in the position of | ||
defendant in a
cross-action or counterclaim.
| ||
(14) "Delivery" with respect to instruments, documents of | ||
title, chattel
paper or certificated securities means | ||
voluntary transfer of possession.
| ||
(15) "Document of title" includes bill of lading, dock | ||
warrant, dock
receipt, warehouse receipt or order for the | ||
delivery of goods, and also any
other document which in the | ||
regular course of business or financing is
treated as |
adequately evidencing that the person in possession of it is
| ||
entitled to receive, hold and dispose of the document and the | ||
goods it
covers. To be a document of title a document must | ||
purport to be issued by
or addressed to a bailee and purport to | ||
cover goods in the bailee's
possession which are either | ||
identified or are fungible portions of an
identified mass.
| ||
(16) "Fault" means wrongful act, omission or breach.
| ||
(17) "Fungible" with respect to goods or securities means | ||
goods or
securities of which any unit is, by nature or usage of | ||
trade, the
equivalent of any other like unit. Goods which are | ||
not fungible shall be
deemed fungible for the purposes of this | ||
Act to the extent that under a
particular agreement or document | ||
unlike units are treated as equivalents.
| ||
(18) "Genuine" means free of forgery or counterfeiting.
| ||
(19) "Good faith" means honesty in fact in the conduct or | ||
transaction
concerned.
| ||
(20) "Holder" with respect to a negotiable instrument means | ||
the person
in possession if the instrument is payable to bearer | ||
or, in the
case of an instrument payable to an identified | ||
person, if the identified
person is in possession. "Holder" | ||
with respect to a document of title
means the person in | ||
possession if the goods are deliverable to bearer or to
the | ||
order of the person in possession.
| ||
(21) To "honor" is to pay or accept and pay, or where a | ||
credit so
engages to purchase or discount a draft complying | ||
with the terms of the
credit.
|
(22) "Insolvency proceedings" includes any assignment for | ||
the benefit of
creditors or other proceedings intended to | ||
liquidate or rehabilitate the
estate of the person involved.
| ||
(23) A person is "insolvent" who either has ceased to pay | ||
his debts in
the ordinary course of business or cannot pay his | ||
debts as they become due
or is insolvent within the meaning of | ||
the federal bankruptcy law.
| ||
(24) "Money" means a medium of exchange authorized or | ||
adopted by a
domestic or foreign government and includes a | ||
monetary unit of account
established by an intergovernmental | ||
organization or by agreement between 2
or more nations.
| ||
(25) A person has "notice" of a fact when
| ||
(a) he has actual knowledge of it; or
| ||
(b) he has received a notice or notification of it; or
| ||
(c) from all the facts and circumstances known to him | ||
at the time in
question he has reason to know that it | ||
exists. A person "knows" or has
"knowledge" of a fact when | ||
he has actual knowledge of it. "Discover" or
"learn" or a | ||
word or phrase of similar import refers to knowledge rather
| ||
than to reason to know. The time and circumstances under | ||
which a notice or
notification may cease to be effective | ||
are not determined by this Act.
| ||
(26) A person "notifies" or "gives" a notice or | ||
notification to another
by taking such steps as may be | ||
reasonably required to inform the other in
ordinary course | ||
whether or not such other actually comes to know of it. A
|
person "receives" a notice or notification when
| ||
(a) it comes to his attention; or
| ||
(b) it is duly delivered at the place of business | ||
through which the
contract was made or at any other place | ||
held out by him as the place for
receipt of such | ||
communications.
| ||
(27) Notice, knowledge or a notice or notification received | ||
by an
organization is effective for a particular transaction | ||
from the time when
it is brought to the attention of the | ||
individual conducting that
transaction, and in any event from | ||
the time when it would have been brought
to his attention if | ||
the organization had exercised due diligence. An
organization | ||
exercises due diligence if it maintains reasonable routines
for | ||
communicating significant information to the person conducting | ||
the
transaction and there is reasonable compliance with the | ||
routines. Due
diligence does not require an individual acting | ||
for the organization to
communicate information unless such | ||
communication is part of his regular
duties or unless he has | ||
reason to know of the transaction and that the
transaction | ||
would be materially affected by the information.
| ||
(28) "Organization" includes a corporation, government or | ||
governmental
subdivision or agency, business trust, estate, | ||
trust, partnership or
association, two or more persons having a | ||
joint or common interest, or any
other legal or commercial | ||
entity.
| ||
(29) "Party", as distinct from "third party", means a |
person who has
engaged in a transaction or made an agreement | ||
within this Act.
| ||
(30) "Person" includes an individual or an organization | ||
(see Section
1-102).
| ||
(31) "Presumption" or "presumed" means that the trier of | ||
fact must find
the existence of the fact presumed unless and | ||
until evidence is introduced
which would support a finding of | ||
its non-existence.
| ||
(32) "Purchase" includes taking by sale, discount, | ||
negotiation,
mortgage, pledge, lien, security interest, issue | ||
or reissue, gift or any
other voluntary
transaction creating an | ||
interest in property.
| ||
(33) "Purchaser" means a person who takes by purchase.
| ||
(34) "Remedy" means any remedial right to which an | ||
aggrieved party is
entitled with or without resort to a | ||
tribunal.
| ||
(35) "Representative" includes an agent, an officer of a | ||
corporation or
association, and a trustee, executor or | ||
administrator of an estate, or any
other person empowered to | ||
act for another.
| ||
(36) "Rights" includes remedies.
| ||
(37) "Security interest" means an interest in personal | ||
property or
fixtures which secures payment or performance of an | ||
obligation. The term also includes any interest
of a consignor | ||
and a buyer of accounts, chattel paper, a
payment intangible, | ||
or a promissory note in a transaction that is
subject to |
Article 9. The
special property interest of a buyer of goods on | ||
identification of those
goods to a contract for sale under | ||
Section 2-401 is not a "security
interest", but a buyer may | ||
also acquire a "security interest", by complying
with Article | ||
9.
Except as otherwise provided in Section 2-505, the right of | ||
a seller or
lessor of goods under Article 2 or 2A to retain or | ||
acquire possession of the
goods is not a "security interest", | ||
but a seller or lessor may also acquire
a "security interest" | ||
by complying with Article 9. The
retention or reservation of | ||
title by a seller of goods notwithstanding shipment
or delivery | ||
to the buyer (Section 2-401) is limited in effect to a | ||
reservation
of a "security interest".
| ||
Whether a transaction creates a lease or security interest | ||
is
determined by the facts of each case; however, a transaction | ||
creates a
security interest if the consideration the lessee is | ||
to pay the lessor for
the right to possession and use of the | ||
goods is an obligation for the term
of the lease not subject to | ||
termination by the lessee; and
| ||
(a) the original term of the lease is equal to or | ||
greater than the
remaining economic life of the goods;
| ||
(b) the lessee is bound to renew the lease for the | ||
remaining economic
life of the goods or is bound to become | ||
the owner of the goods;
| ||
(c) the lessee has an option to renew the lease for the | ||
remaining
economic life of the goods for no additional | ||
consideration or nominal
additional consideration upon |
compliance with the lease agreement; or
| ||
(d) the lessee has an option to become the owner of the | ||
goods for no
additional consideration or nominal | ||
additional consideration upon
compliance with the lease | ||
agreement.
| ||
A transaction does not create a security interest merely | ||
because it provides that:
| ||
(a) the present value of the consideration the lessee | ||
is obligated to
pay the lessor for the right to possession | ||
and use of the goods is
substantially equal to or is | ||
greater than the fair market value of the
goods at the time | ||
the lease is entered into;
| ||
(b) the lessee assumes risk of loss of the goods, or | ||
agrees to pay taxes,
insurance, filing, recording, or | ||
registration fees, or service or
maintenance costs with | ||
respect to the goods;
| ||
(c) the lessee has an option to renew the lease or to | ||
become the owner
of the goods;
| ||
(d) the lessee has an option to renew the lease for a | ||
fixed rent that is
equal to or greater than the reasonably | ||
predictable fair market rent for
the use of the goods for | ||
the term of the renewal at the time the option is
to be | ||
performed; or
| ||
(e) the lessee has an option to become the owner of the | ||
goods for a
fixed price that is equal to or greater than | ||
the reasonably predictable
fair market value of the goods |
at the time the option is to be performed.
| ||
For purposes of this subsection (37):
| ||
(x) Additional consideration is not nominal if (i) when | ||
the option to
renew the lease is granted to the lessee the | ||
rent is stated to be the fair
market rent for the use of | ||
the goods for the term of the renewal determined
at the | ||
time the option is to be performed, or (ii) when the option | ||
to
become the owner of the goods is granted to the lessee | ||
the price is stated
to be the fair market value of the | ||
goods determined at the time the option
is to be performed. | ||
Additional consideration is nominal if it is less than
the | ||
lessee's reasonably predictable cost of performing under | ||
the lease
agreement if the option is not exercised;
| ||
(y) "Reasonably predictable" and "remaining economic | ||
life of the goods"
are to be determined with reference to | ||
the facts and circumstances at the
time the transaction is | ||
entered into; and
| ||
(z) "Present value" means the amount as of a date | ||
certain of one or more
sums payable in the future, | ||
discounted to the date certain. The discount
is determined | ||
by the interest rate specified by the parties if the rate | ||
is
not manifestly unreasonable at the time the transaction | ||
is entered into;
otherwise, the discount is determined by a | ||
commercially reasonable rate
that takes into account the | ||
facts and circumstances as of each case at the
time the | ||
transaction was entered into.
|
(38) "Send" in connection with any writing or notice means | ||
to deposit in
the mail or deliver for transmission by any other | ||
usual means of
communication with postage or cost of | ||
transmission provided for and
properly addressed and in the | ||
case of an instrument to an address specified
thereon or | ||
otherwise agreed, or if there be none to any address reasonable
| ||
under the circumstances. The receipt of any writing or notice | ||
within the
time at which it would have arrived if properly sent | ||
has the effect of a
proper sending.
| ||
(39) "Signed" includes any symbol executed or adopted by a | ||
party with
present intention to authenticate a writing.
| ||
(40) "Surety" includes guarantor.
| ||
(41) "Telegram" includes a message transmitted by radio, | ||
teletype,
cable, any mechanical method of transmission, or the | ||
like.
| ||
(42) "Term" means that portion of an agreement which | ||
relates to a
particular matter.
| ||
(43) "Unauthorized" signature means one made without
| ||
actual, implied, or apparent authority and includes a forgery.
| ||
(44) "Value". Except as otherwise provided with respect to | ||
negotiable
instruments and bank collections (Sections 3-303, | ||
4-210, and
4-211), a
person gives "value" for rights if he | ||
acquires them:
| ||
(a) in return for a binding commitment to extend credit | ||
or for the
extension of immediately available credit | ||
whether or not drawn upon and
whether or not a charge-back |
is provided for in the event of difficulties
in collection; | ||
or
| ||
(b) as security for or in total or partial satisfaction | ||
of a
pre-existing claim; or
| ||
(c) by accepting delivery pursuant to a pre-existing | ||
contract for
purchase; or
| ||
(d) generally, in return for any consideration | ||
sufficient to support a
simple contract.
| ||
(45) "Warehouse receipt" means a receipt issued by a person | ||
engaged in
the business of storing goods for hire.
| ||
(46) "Written" or "writing" includes printing, typewriting | ||
or any other
intentional reduction to tangible form.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/1-202) (from Ch. 26, par. 1-202)
| ||
Sec. 1-202. Notice; knowledge.
Prima facie evidence by | ||
third party documents.
| ||
(a) Subject to subsection (f), a person has "notice" of a | ||
fact if the person: | ||
(1) has actual knowledge of it; | ||
(2) has received a notice or notification of it; or | ||
(3) from all the facts and circumstances known to the | ||
person at the time in question, has reason to know that it | ||
exists. | ||
(b) "Knowledge" means actual knowledge. "Knows" has a | ||
corresponding meaning. |
(c) "Discover", "learn", or words of similar import refer | ||
to knowledge rather than to reason to know. | ||
(d) A person "notifies" or "gives" a notice or notification | ||
to another person by taking such steps as may be reasonably | ||
required to inform the other person in ordinary course, whether | ||
or not the other person actually comes to know of it. | ||
(e) Subject to subsection (f), a person "receives" a notice | ||
or notification when: | ||
(1) it comes to that person's attention; or | ||
(2) it is duly delivered in a form reasonable under the | ||
circumstances at the place of business through which the | ||
contract was made or at another location held out by that | ||
person as the place for receipt of such communications. | ||
(f) Notice, knowledge, or a notice or notification received | ||
by an organization is effective for a particular transaction | ||
from the time it is brought to the attention of the individual | ||
conducting that transaction and, in any event, from the time it | ||
would have been brought to the individual's attention if the | ||
organization had exercised due diligence. An organization | ||
exercises due diligence if it maintains reasonable routines for | ||
communicating significant information to the person conducting | ||
the transaction and there is reasonable compliance with the | ||
routines. Due diligence does not require an individual acting | ||
for the organization to communicate information unless the | ||
communication is part of the individual's regular duties or the | ||
individual has reason to know of the transaction and that the |
transaction would be materially affected by the information.
| ||
A document in due form purporting to be a bill of lading, | ||
policy or
certificate of insurance, official weigher's or | ||
inspector's certificate,
consular invoice, or any other | ||
document authorized or required by the
contract to be issued by | ||
a third party shall be prima facie evidence of its
own | ||
authenticity and genuineness and of the facts stated in the | ||
document by
the third party.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/1-203) (from Ch. 26, par. 1-203)
| ||
Sec. 1-203. Lease distinguished from security interest.
| ||
Obligation of good faith.
| ||
(a) Whether a transaction in the form of a lease creates a | ||
lease or security interest is determined by the facts of each | ||
case. | ||
(b) A transaction in the form of a lease creates a security | ||
interest if the consideration that the lessee is to pay the | ||
lessor for the right to possession and use of the goods is an | ||
obligation for the term of the lease and is not subject to | ||
termination by the lessee, and: | ||
(1) the original term of the lease is equal to or | ||
greater than the remaining economic life of the goods; | ||
(2) the lessee is bound to renew the lease for the | ||
remaining economic life of the goods or is bound to become | ||
the owner of the goods; |
(3) the lessee has an option to renew the lease for the | ||
remaining economic life of the goods for no additional | ||
consideration or for nominal additional consideration upon | ||
compliance with the lease agreement; or | ||
(4) the lessee has an option to become the owner of the | ||
goods for no additional consideration or for nominal | ||
additional consideration upon compliance with the lease | ||
agreement. | ||
(c) A transaction in the form of a lease does not create a | ||
security interest merely because: | ||
(1) the present value of the consideration the lessee | ||
is obligated to pay the lessor for the right to possession | ||
and use of the goods is substantially equal to or is | ||
greater than the fair market value of the goods at the time | ||
the lease is entered into; | ||
(2) the lessee assumes risk of loss of the goods; | ||
(3) the lessee agrees to pay, with respect to the | ||
goods, taxes, insurance, filing, recording, or | ||
registration fees, or service or maintenance costs; | ||
(4) the lessee has an option to renew the lease or to | ||
become the owner of the goods; | ||
(5) the lessee has an option to renew the lease for a | ||
fixed rent that is equal to or greater than the reasonably | ||
predictable fair market rent for the use of the goods for | ||
the term of the renewal at the time the option is to be | ||
performed; or |
(6) the lessee has an option to become the owner of the | ||
goods for a fixed price that is equal to or greater than | ||
the reasonably predictable fair market value of the goods | ||
at the time the option is to be performed. | ||
(d) Additional consideration is nominal if it is less than | ||
the lessee's reasonably predictable cost of performing under | ||
the lease agreement if the option is not exercised. Additional | ||
consideration is not nominal if: | ||
(1) when the option to renew the lease is granted to | ||
the lessee, the rent is stated to be the fair market rent | ||
for the use of the goods for the term of the renewal | ||
determined at the time the option is to be performed; or | ||
(2) when the option to become the owner of the goods is | ||
granted to the lessee, the price is stated to be the fair | ||
market value of the goods determined at the time the option | ||
is to be performed. | ||
(e) The "remaining economic life of the goods" and | ||
"reasonably predictable" fair market rent, fair market value, | ||
or cost of performing under the lease agreement must be | ||
determined with reference to the facts and circumstances at the | ||
time the transaction is entered into.
| ||
Every contract or duty within this Act imposes an | ||
obligation of good
faith in its performance or enforcement.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/1-204) (from Ch. 26, par. 1-204)
|
Sec. 1-204. Value.
Time; reasonable time; "seasonably".
| ||
Except as otherwise provided in Articles 3, 4, 5, and 6, a | ||
person gives value for rights if the person acquires them:
| ||
(1) in return for a binding commitment to extend credit | ||
or for the extension of immediately available credit, | ||
whether or not drawn upon and whether or not a charge-back | ||
is provided for in the event of difficulties in collection; | ||
(2) as security for, or in total or partial | ||
satisfaction of, a preexisting claim; | ||
(3) by accepting delivery under a preexisting contract | ||
for purchase; or | ||
(4) in return for any consideration sufficient to | ||
support a simple contract.
| ||
(1) Whenever this Act requires any action to be taken | ||
within a
reasonable time, any time which is not manifestly | ||
unreasonable may be fixed
by agreement.
| ||
(2) What is a reasonable time for taking any action depends | ||
on the
nature, purpose and circumstances of such action.
| ||
(3) An action is taken "seasonably" when it is taken at or | ||
within the
time agreed or if no time is agreed at or within | ||
reasonable time.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/1-205) (from Ch. 26, par. 1-205)
| ||
Sec. 1-205. Reasonable time; seasonableness.
Course of | ||
dealing and usage of trade.
|
(a) Whether a time for taking an action required by the | ||
Uniform Commercial Code is reasonable depends on the nature, | ||
purpose, and circumstances of the action. | ||
(b) An action is taken seasonably if it is taken at or | ||
within the time agreed or, if no time is agreed, at or within a | ||
reasonable time.
| ||
(1) A course of dealing is a sequence of previous conduct | ||
between the
parties to a particular transaction which is fairly | ||
to be regarded as
establishing a common basis of understanding | ||
for interpreting their
expressions and other conduct.
| ||
(2) A usage of trade is any practice or method of dealing | ||
having such
regularity of observance in a place, vocation or | ||
trade as to justify an
expectation that it will be observed | ||
with respect to the transaction in
question. The existence and | ||
scope of such a usage are to be proved as
facts. If it is | ||
established that such a usage is embodied in a written
trade | ||
code or similar writing the interpretation of the writing is | ||
for the
court.
| ||
(3) A course of dealing between parties and any usage of | ||
trade in the
vocation or trade in which they are engaged or of | ||
which they are or should
be aware give particular meaning to | ||
and supplement or qualify terms of an
agreement.
| ||
(4) The express terms of an agreement and an applicable | ||
course of
dealing or usage of trade shall be construed wherever | ||
reasonable as
consistent with each other; but when such | ||
construction is unreasonable
express terms control both course |
of dealing and usage of trade and course
of dealing controls | ||
usage of trade.
| ||
(5) An applicable usage of trade in the place where any | ||
part of
performance is to occur shall be used in interpreting | ||
the agreement as to
that part of the performance.
| ||
(6) Evidence of a relevant usage of trade offered by one | ||
party is not
admissible unless and until he has given the other | ||
party such notice as the
court finds sufficient to prevent | ||
unfair surprise to the latter.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/1-206) (from Ch. 26, par. 1-206)
| ||
Sec. 1-206. Presumptions.
Statute of frauds for kinds of | ||
personal property not otherwise covered.
Whenever the Uniform | ||
Commercial Code creates a "presumption" with respect to a fact, | ||
or provides that a fact is "presumed", the trier of fact must | ||
find the existence of the fact unless and until evidence is | ||
introduced that supports a finding of its nonexistence.
| ||
(1) Except in the cases described in subsection (2) of this | ||
Section a
contract for the sale of personal property is not | ||
enforceable by way of
action or defense beyond $5,000 in amount | ||
or value of remedy unless there
is some writing which indicates | ||
that a contract for sale has been made
between the parties at a | ||
defined or stated price, reasonably identifies the
subject | ||
matter, and is signed by the party against whom enforcement is
| ||
sought or by his authorized agent.
|
(2) Subsection (1) of this Section does not apply to | ||
contracts for the
sale of goods (Section 2-201) nor of | ||
securities (Section 8-113)
nor to
security agreements (Section | ||
9-203).
| ||
(Source: P.A. 89-364, eff. 1-1-96 .)
| ||
(810 ILCS 5/1-207) (from Ch. 26, par. 1-207)
| ||
Sec. 1-207. (Blank).
Performance or acceptance under | ||
reservation of rights.
| ||
(1) A party who, with explicit reservation of rights, | ||
performs
or promises performance or assents to performance in a | ||
manner
demanded or offered by the other party does not thereby | ||
prejudice
the rights reserved. Such words as "without | ||
prejudice", "under
protest" or the like are sufficient.
| ||
(2) Subsection (1) does not apply to an accord and | ||
satisfaction.
| ||
(Source: P.A. 87-582.)
| ||
(810 ILCS 5/1-208) (from Ch. 26, par. 1-208)
| ||
Sec. 1-208. (Blank).
Option to Accelerate at Will.
| ||
A term providing that one party or his successor in | ||
interest may
accelerate payment or performance or require | ||
collateral or additional
collateral "at will" or "when he deems | ||
himself insecure" or in words of
similar import shall be | ||
construed to mean that he shall have power to do so
only if he | ||
in good faith believes that the prospect of payment or
|
performance is impaired. The burden of establishing lack of | ||
good faith is
on the party against whom the power has been | ||
exercised.
| ||
(Source: Laws 1961, 1st SS., p. 7.)
| ||
(810 ILCS 5/1-209) (from Ch. 26, par. 1-209)
| ||
Sec. 1-209. (Blank).
Subordinated Obligations.
| ||
An obligation may be issued as subordinated to payment of | ||
another
obligation of the person obligated, or a creditor may | ||
subordinate his right
to payment of an obligation by agreement | ||
with either the person obligated
or another creditor of the | ||
person obligated. Such a subordination does not
create a | ||
security interest as against either the common debtor or a
| ||
subordinated creditor. This Section shall be construed as | ||
declaring the law
as it existed prior to the enactment of this | ||
Section and not as modifying
it.
| ||
(Source: P.A. 77-2810.)
| ||
(810 ILCS 5/Art. 1 Pt. 3 heading new)
| ||
PART 3 | ||
TERRITORIAL APPLICABILITY AND GENERAL RULES | ||
(810 ILCS 5/1-301 new)
| ||
Sec. 1-301. Territorial applicability; parties' power to | ||
choose applicable law. | ||
(a) Except as otherwise provided in this Section, when a |
transaction bears a reasonable relation to this State and also | ||
to another state or nation the parties may agree that the law | ||
either of this State or of such other state or nation shall | ||
govern their rights and duties. | ||
(b) In the absence of an agreement effective under | ||
subsection (a), and except as provided in subsection (c), the | ||
Uniform Commercial Code applies to transactions bearing an | ||
appropriate relation to this State. | ||
(c) If one of the following provisions of the Uniform | ||
Commercial Code specifies the applicable law, that provision | ||
governs and a contrary agreement is effective only to the | ||
extent permitted by the law so specified: | ||
(1) Section 2-402; | ||
(2) Sections 2A-105 and 2A-106; | ||
(3) Section 4-102; | ||
(4) Section 4A-507; | ||
(5) Section 5-116; | ||
(6) Section 8-110; | ||
(7) Sections 9-301 through 9-307. | ||
(810 ILCS 5/1-302 new)
| ||
Sec. 1-302. Variation by agreement. | ||
(a) Except as otherwise provided in subsection (b) or | ||
elsewhere in the Uniform Commercial Code, the effect of | ||
provisions of the Uniform Commercial Code may be varied by | ||
agreement. |
(b) The obligations of good faith, diligence, | ||
reasonableness, and care prescribed by the Uniform Commercial | ||
Code may not be disclaimed by agreement. The parties, by | ||
agreement, may determine the standards by which the performance | ||
of those obligations is to be measured if those standards are | ||
not manifestly unreasonable. Whenever the Uniform Commercial | ||
Code requires an action to be taken within a reasonable time, a | ||
time that is not manifestly unreasonable may be fixed by | ||
agreement. | ||
(c) The presence in certain provisions of the Uniform | ||
Commercial Code of the phrase "unless otherwise agreed", or | ||
words of similar import, does not imply that the effect of | ||
other provisions may not be varied by agreement under this | ||
Section. | ||
(810 ILCS 5/1-303 new)
| ||
Sec. 1-303. Course of performance, course of dealing, and | ||
usage of trade. | ||
(a) A "course of performance" is a sequence of conduct | ||
between the parties to a particular transaction that exists if: | ||
(1) the agreement of the parties with respect to the | ||
transaction involves repeated occasions for performance by | ||
a party; and | ||
(2) the other party, with knowledge of the nature of | ||
the performance and opportunity for objection to it, | ||
accepts the performance or acquiesces in it without |
objection. | ||
(b) A "course of dealing" is a sequence of conduct | ||
concerning previous transactions between the parties to a | ||
particular transaction that is fairly to be regarded as | ||
establishing a common basis of understanding for interpreting | ||
their expressions and other conduct. | ||
(c) A "usage of trade" is any practice or method of dealing | ||
having such regularity of observance in a place, vocation, or | ||
trade as to justify an expectation that it will be observed | ||
with respect to the transaction in question. The existence and | ||
scope of such a usage must be proved as facts. If it is | ||
established that such a usage is embodied in a trade code or | ||
similar record, the interpretation of the record is a question | ||
of law. | ||
(d) A course of performance or course of dealing between | ||
the parties or usage of trade in the vocation or trade in which | ||
they are engaged or of which they are or should be aware is | ||
relevant in ascertaining the meaning of the parties' agreement, | ||
may give particular meaning to specific terms of the agreement, | ||
and may supplement or qualify the terms of the agreement. A | ||
usage of trade applicable in the place in which part of the | ||
performance under the agreement is to occur may be so utilized | ||
as to that part of the performance. | ||
(e) Except as otherwise provided in subsection (f), the | ||
express terms of an agreement and any applicable course of | ||
performance, course of dealing, or usage of trade must be |
construed whenever reasonable as consistent with each other. If | ||
such a construction is unreasonable: | ||
(1) express terms prevail over course of performance, | ||
course of dealing, and usage of trade; | ||
(2) course of performance prevails over course of | ||
dealing and usage of trade; and | ||
(3) course of dealing prevails over usage of trade. | ||
(f) Subject to Section 2-209, a course of performance is | ||
relevant to show a waiver or modification of any term | ||
inconsistent with the course of performance. | ||
(g) Evidence of a relevant usage of trade offered by one | ||
party is not admissible unless that party has given the other | ||
party notice that the court finds sufficient to prevent unfair | ||
surprise to the other party. | ||
(810 ILCS 5/1-304 new)
| ||
Sec. 1-304. Obligation of good faith. Every contract or | ||
duty within the Uniform Commercial Code imposes an obligation | ||
of good faith in its performance and enforcement. | ||
(810 ILCS 5/1-305 new)
| ||
Sec. 1-305. Remedies to be liberally administered. | ||
(a) The remedies provided by the Uniform Commercial Code | ||
must be liberally administered to the end that the aggrieved | ||
party may be put in as good a position as if the other party had | ||
fully performed but neither consequential or special damages |
nor penal damages may be had except as specifically provided in | ||
the Uniform Commercial Code or by other rule of law. | ||
(b) Any right or obligation declared by the Uniform | ||
Commercial Code is enforceable by action unless the provision | ||
declaring it specifies a different and limited effect. | ||
(810 ILCS 5/1-306 new)
| ||
Sec. 1-306. Waiver or renunciation of claim or right after | ||
breach. A claim or right arising out of an alleged breach may | ||
be discharged in whole or in part without consideration by | ||
agreement of the aggrieved party in an authenticated record. | ||
(810 ILCS 5/1-307 new)
| ||
Sec. 1-307. Prima facie evidence by third-party documents. | ||
A document in due form purporting to be a bill of lading, | ||
policy or certificate of insurance, official weigher's or | ||
inspector's certificate, consular invoice, or any other | ||
document authorized or required by the contract to be issued by | ||
a third party is prima facie evidence of its own authenticity | ||
and genuineness and of the facts stated in the document by the | ||
third party. | ||
(810 ILCS 5/1-308 new)
| ||
Sec. 1-308. Performance or acceptance under reservation of | ||
rights. | ||
(a) A party that with explicit reservation of rights |
performs or promises performance or assents to performance in a | ||
manner demanded or offered by the other party does not thereby | ||
prejudice the rights reserved. Such words as "without | ||
prejudice", "under protest", or the like are sufficient. | ||
(b) Subsection (a) does not apply to an accord and | ||
satisfaction.
| ||
(810 ILCS 5/1-309 new)
| ||
Sec. 1-309. Option to accelerate at will. A term providing | ||
that one party or that party's successor in interest may | ||
accelerate payment or performance or require collateral or | ||
additional collateral "at will" or when the party "deems itself | ||
insecure", or words of similar import, means that the party has | ||
power to do so only if that party in good faith believes that | ||
the prospect of payment or performance is impaired. The burden | ||
of establishing lack of good faith is on the party against | ||
which the power has been exercised. | ||
(810 ILCS 5/1-310 new)
| ||
Sec. 1-310. Subordinated obligations. An obligation may be | ||
issued as subordinated to performance of another obligation of | ||
the person obligated, or a creditor may subordinate its right | ||
to performance of an obligation by agreement with either the | ||
person obligated or another creditor of the person obligated. | ||
Subordination does not create a security interest as against | ||
either the common debtor or a subordinated creditor.
|
Section 10. The Uniform Commercial Code is amended by | ||
changing the headings of Article 7 and Article 7, Part 1 and | ||
Sections 7-101, 7-102, 7-103, 7-104, and 7-105, the heading of | ||
Article 7, Part 2 and Sections 7-201, 7-202, 7-203, 7-204, | ||
7-205, 7-206, 7-207, 7-208, 7-209, and 7-210, the heading of | ||
Article 7, Part 3 and Sections 7-301, 7-302, 7-303, 7-304, | ||
7-305, 7-307, 7-308, and 7-309, the heading of Article 7, Part | ||
4 and Sections 7-401, 7-402, 7-403, and 7-404, the heading of | ||
Article 7, Part 5 and Sections 7-501, 7-502, 7-503, 7-504, | ||
7-505, 7-506, 7-507, 7-508, and 7-509, the heading of Article | ||
7, Part 6 and Sections 7-601, 7-602, and 7-603 and adding | ||
Section 7-106, the heading of Article 7, Part 7, and Sections | ||
7-701, 7-702, 7-703, and 7-704 as follows: | ||
(810 ILCS 5/Art. 7 heading) | ||
ARTICLE 7
| ||
DOCUMENTS OF TITLE
WAREHOUSE RECEIPTS, BILLS OF LADING
| ||
AND OTHER DOCUMENTS OF TITLE
| ||
(810 ILCS 5/Art. 7 Pt. 1 heading) | ||
PART 1 .
| ||
GENERAL
| ||
(810 ILCS 5/7-101) (from Ch. 26, par. 7-101)
| ||
Sec. 7-101. Short title.
This Article may be cited as |
Uniform Commercial Code-Documents of Title.
This Article shall | ||
be known and may be cited as Uniform Commercial
Code--Documents | ||
of Title .
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-102) (from Ch. 26, par. 7-102)
| ||
Sec. 7-102. Definitions and index of definitions. | ||
(a) In this Article, 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. The owner of a self-service | ||
storage
facility as defined in the Self-Service Storage | ||
Facility Act is not a
warehouse for the purposes of this | ||
Article. | ||
(b) Definitions in other Articles applying to this Article | ||
and the Sections in which they appear are: | ||
(1) "Contract for sale", Section 2-106. | ||
(2) "Lessee in the ordinary course of business", | ||
Section 2A-103. | ||
(3) "Receipt" of goods, Section 2-103. | ||
(c) In addition, Article 1 contains general definitions and | ||
principles of construction and interpretation applicable | ||
throughout this Article.
| ||
(1) In this Article, unless the context otherwise requires:
| ||
(a) "Bailee" means the person who by a warehouse receipt, | ||
bill of
lading or other document of title acknowledges | ||
possession of goods and
contracts to deliver them.
| ||
(b) "Consignee" means the person named in a bill to whom or | ||
to whose
order the bill promises delivery.
| ||
(c) "Consignor" means the person named in a bill as the | ||
person from
whom the goods have been received for shipment.
| ||
(d) "Delivery order" means a written order to deliver goods | ||
directed
to a warehouseman, carrier or other person who in the |
ordinary course of
business issues warehouse receipts or bills | ||
of lading.
| ||
(e) "Document" means document of title as defined in the | ||
general
definitions in Article 1 (Section 1--201).
| ||
(f) "Goods" means all things which are treated as movable | ||
for the
purposes of a contract of storage or transportation.
| ||
(g) "Issuer" means a bailee who issues a document except | ||
that in
relation to an unaccepted delivery order it means the | ||
person who orders the
possessor of goods to deliver. Issuer | ||
includes any person for whom an agent
or employee purports to | ||
act in issuing a document if the agent or employee
has real or | ||
apparent authority to issue documents, notwithstanding that | ||
the
issuer received no goods or that the goods were | ||
misdescribed or that in any
other respect the agent or employee | ||
violated his instructions.
| ||
(h) "Warehouseman" is a person engaged in the business of | ||
storing
goods for hire. The owner of a self-service storage | ||
facility as defined
in the Self-Service Storage Facility Act, | ||
enacted by the Eighty-Third General
Assembly, is not a | ||
warehouseman for the purposes of this Article.
| ||
(2) Other definitions applying to this Article or to | ||
specified Parts
thereof, and the Sections in which they appear | ||
are:
| ||
"Duly negotiate". Section 7-501.
| ||
"Person entitled under the document". Section 7-403(4).
| ||
(3) Definitions in other Articles applying to this Article |
and the
Sections in which they appear are:
| ||
"Contract for sale". Section 2-106.
| ||
"Overseas". Section 2-323.
| ||
"Receipt" of goods. Section 2-103.
| ||
(4) In addition Article 1 contains general definitions and | ||
principles of
construction and interpretation applicable | ||
throughout this Article.
| ||
(Source: P.A. 83-800.)
| ||
(810 ILCS 5/7-103) (from Ch. 26, par. 7-103)
| ||
Sec. 7-103. Relation of Article to treaty or statute.
| ||
Relation of Article to treaty, statute, tariff, classification | ||
or
regulation.
| ||
(a) This Article is subject to any treaty or statute of the | ||
United States or regulatory statute of this State to the extent | ||
the treaty, statute, or regulatory statute is applicable. | ||
(b) This Article does not modify or repeal any law | ||
prescribing the form or content of a document of title or the | ||
services or facilities to be afforded by a bailee, or otherwise | ||
regulating a bailee's business in respects not specifically | ||
treated in this Article. However, violation of such a law does | ||
not affect the status of a document of title that otherwise is | ||
within the definition of a document of title. | ||
(c) This Act modifies, limits, and supersedes the federal | ||
Electronic Signatures in Global and National Commerce Act (15 | ||
U.S.C. Section 7001, et seq.) but does not modify, limit, or |
supersede Section 101(c) of that Act (15 U.S.C. Section | ||
7001(c)) or authorize electronic delivery of any of the notices | ||
described in Section 103(b) of that Act (15 U.S.C. Section | ||
7003(b)). | ||
(d) (Blank).
| ||
To the extent that any treaty or statute of the United | ||
States,
regulatory statute of this State or tariff, | ||
classification or regulation
filed or issued pursuant thereto | ||
is applicable, the provisions of this
Article are subject | ||
thereto.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-104) (from Ch. 26, par. 7-104)
| ||
Sec. 7-104. Negotiable and nonnegotiable document of | ||
title.
Negotiable and non-negotiable warehouse receipt, bill | ||
of lading or other
document of title.
| ||
(a) Except as otherwise provided in subsection (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 | ||
subsection (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.
| ||
(1) A warehouse receipt, bill of lading or other document | ||
of title is
negotiable
| ||
(a) if by its terms the goods are to be delivered to | ||
bearer or to the
order of a named person; or
| ||
(b) where recognized in overseas trade, if it runs to a | ||
named person
or assigns.
| ||
(2) Any other document is non-negotiable. A bill of lading | ||
in which it
is stated 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 a
written order signed by the same | ||
or another named person.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-105) (from Ch. 26, par. 7-105)
| ||
Sec. 7-105. Reissuance in alternative medium.
Construction | ||
against negative implication.
| ||
(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 subsection (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 subsection (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.
| ||
The omission from either Part 2 or Part 3 of this Article of a
| ||
provision corresponding to a provision made in the other Part | ||
does not
imply that a corresponding rule of law is not | ||
applicable.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-106 new)
| ||
Sec. 7-106. Control of electronic document of title. | ||
(a) A person has control of an electronic document of title | ||
if a system employed for evidencing the transfer of interests | ||
in the electronic document reliably establishes that person as | ||
the person to which the electronic document was issued or | ||
transferred. | ||
(b) A system satisfies subsection (a), 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.
| ||
(810 ILCS 5/Art. 7 Pt. 2 heading) | ||
PART 2 .
| ||
WAREHOUSE RECEIPTS: SPECIAL PROVISIONS
| ||
(810 ILCS 5/7-201) (from Ch. 26, par. 7-201)
| ||
Sec. 7-201. Person that may issue a warehouse receipt; | ||
storage under bond.
Who
may issue a warehouse receipt; storage | ||
under government bond.
|
(a) A warehouse receipt may be issued by any warehouse. | ||
(b) If goods, including distilled spirits and agricultural | ||
commodities, are stored under a statute requiring a bond | ||
against withdrawal or a license for the issuance of receipts in | ||
the nature of warehouse receipts, a receipt issued for the | ||
goods is deemed to be a warehouse receipt even if issued by a | ||
person that is the owner of the goods and is not a warehouse.
| ||
(1) A warehouse receipt may be issued by any warehouseman.
| ||
(2) Where goods including distilled spirits and | ||
agricultural commodities
are stored under a statute requiring a | ||
bond against withdrawal or a license
for the issuance of | ||
receipts in the nature of warehouse receipts, a receipt
issued | ||
for the goods has like effect as a warehouse receipt even | ||
though
issued by a person who is the owner of the goods and is | ||
not a warehouseman.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-202) (from Ch. 26, par. 7-202)
| ||
Sec. 7-202. Form of warehouse receipt; effect of omission.
| ||
Form
of warehouse receipt; essential terms; optional terms.
| ||
(a) A warehouse receipt need not be in any particular form. | ||
(b) Unless a warehouse receipt provides for each of the | ||
following, the warehouse is liable for damages caused to a | ||
person injured by its omission: | ||
(1) a statement of the location of the warehouse | ||
facility where the goods are stored; |
(2) the date of issue of the receipt; | ||
(3) the unique identification code of the receipt; | ||
(4) a statement whether the goods received will be | ||
delivered to the bearer, to a named person, or to a named | ||
person or its order; | ||
(5) the rate of storage and handling charges, unless | ||
goods are stored under a field warehousing arrangement, in | ||
which case a statement of that fact is sufficient on a | ||
nonnegotiable receipt; | ||
(6) a description of the goods or the packages | ||
containing them; | ||
(7) the signature of the warehouse or its agent; | ||
(8) if the receipt is issued for goods that the | ||
warehouse owns, either solely, jointly, or in common with | ||
others, a statement of the fact of that ownership; and | ||
(9) a statement of the amount of advances made and of | ||
liabilities incurred for which the warehouse claims a lien | ||
or security interest, unless the precise amount of advances | ||
made or liabilities incurred, at the time of the issue of | ||
the receipt, is unknown to the warehouse or to its agent | ||
that issued the receipt, in which case a statement of the | ||
fact that advances have been made or liabilities incurred | ||
and the purpose of the advances or liabilities is | ||
sufficient. | ||
(c) A warehouse may insert in its receipt any terms that | ||
are not contrary to the Uniform Commercial Code and do not |
impair its obligation of delivery under Section 7-403 or its | ||
duty of care under Section 7-204. Any contrary provision is | ||
ineffective.
| ||
(1) A warehouse receipt need not be in any particular form.
| ||
(2) Unless a warehouse receipt embodies within its written | ||
or printed
terms each of the following, the warehouseman is | ||
liable for damages caused
by the omission to a person injured | ||
thereby:
| ||
(a) the location of the warehouse where the goods are | ||
stored;
| ||
(b) the date of issue of the receipt;
| ||
(c) the consecutive number of the receipt;
| ||
(d) a statement whether the goods received will be | ||
delivered to the
bearer, to a specified person, or to a | ||
specified person or his order;
| ||
(e) the rate of storage and handling charges, except | ||
that where goods
are stored under a field warehousing | ||
arrangement a statement of that fact
is sufficient on a | ||
non-negotiable receipt;
| ||
(f) a description of the goods or of the packages | ||
containing them;
| ||
(g) the signature of the warehouseman, which may be | ||
made by his
authorized agent;
| ||
(h) if the receipt is issued for goods of which the | ||
warehouseman is
owner, either solely or jointly or in common | ||
with others, the fact of such
ownership; and
|
(i) a statement of the amount of advances made and of | ||
liabilities
incurred for which the warehouseman claims a lien | ||
or security interest
(Section 7--209). If the precise amount of | ||
such advances made or of such
liabilities incurred is, at the | ||
time of the issue of the receipt, unknown
to the warehouseman | ||
or to his agent who issues it, a statement of the fact
that | ||
advances have been made or liabilities incurred and the purpose
| ||
thereof is sufficient.
| ||
(3) A warehouseman may insert in his receipt any other | ||
terms which are
not contrary to the provisions of this Act and | ||
do not impair his obligation
of delivery (Section 7--403) or | ||
his duty of care (Section 7--204). Any
contrary provisions | ||
shall be ineffective.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-203) (from Ch. 26, par. 7-203)
| ||
Sec. 7-203. Liability for non-receipt or misdescription. A | ||
party to or purchaser for value in good faith of a document of | ||
title, other than a bill of lading, that relies upon the | ||
description of the goods in the document may recover from the | ||
issuer damages caused by the nonreceipt or misdescription of | ||
the goods, except to the extent that: | ||
(1) the document conspicuously indicates that the | ||
issuer does not know whether all or part of the goods in | ||
fact were received or conform to the description, such as a | ||
case in which the description is in terms of marks or |
labels or kind, quantity, or condition, or the receipt or | ||
description is qualified by "contents, condition, and | ||
quality unknown", "said to contain", or words of similar | ||
import, if the indication is true; or | ||
(2) the party or purchaser otherwise has notice of the | ||
nonreceipt or misdescription.
| ||
A party to or purchaser for value in good faith of a | ||
document of title
other than a bill of lading relying in either | ||
case upon the description
therein of the goods may recover from | ||
the issuer damages caused by the
non-receipt or misdescription | ||
of the goods, except to the extent that the
document | ||
conspicuously indicates that the issuer does not know whether | ||
any
part or all of the goods in fact were received or conform | ||
to the
description as where the description is in terms of | ||
marks or labels or
kind, quantity or condition, or the receipt | ||
or description is qualified by
"contents, condition and quality | ||
unknown", "said to contain" or the like,
if such indication be | ||
true, or the party or purchaser otherwise has notice.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-204) (from Ch. 26, par. 7-204)
| ||
Sec. 7-204. Duty
of care; contractual limitation of | ||
warehouse's liability.
Duty
of care; contractual limitation of | ||
warehouseman's liability.
| ||
(a) A warehouse is liable for damages for loss of or injury | ||
to the goods caused by its failure to exercise care with regard |
to the goods that a reasonably careful person would exercise | ||
under similar circumstances. Unless otherwise agreed, the | ||
warehouse is not liable for damages that could not have been | ||
avoided by the exercise of that care. | ||
(b) Damages may be limited by a term in the warehouse | ||
receipt or storage agreement limiting the amount of liability | ||
in case of loss or damage beyond which the warehouse is not | ||
liable. Such a limitation is not effective with respect to the | ||
warehouse's liability for conversion to its own use. On request | ||
of the bailor in a record at the time of signing the storage | ||
agreement or within a reasonable time after receipt of the | ||
warehouse receipt, the warehouse's liability may be increased | ||
on part or all of the goods covered by the storage agreement or | ||
the warehouse receipt. In this event, increased rates may be | ||
charged based on an increased valuation of the goods. | ||
(c) Reasonable provisions as to the time and manner of | ||
presenting claims and commencing actions based on the bailment | ||
may be included in the warehouse receipt or storage agreement. | ||
(d) (Blank).
| ||
(1) A warehouseman is liable for damages for loss of or | ||
injury to the
goods caused by his failure to exercise such care | ||
in regard to them as a
reasonably careful man would exercise | ||
under like circumstances but unless
otherwise agreed he is not | ||
liable for damages which could not have been
avoided by the | ||
exercise of such care.
| ||
(2) Damages may be limited by a term in the warehouse |
receipt or storage
agreement limiting the amount of liability | ||
in case of loss or damage, and
setting forth a specific | ||
liability per article or item, or value per unit
of weight, | ||
beyond which the warehouseman shall not be liable; provided,
| ||
however, that such liability may on written request of the | ||
bailor at the
time of signing such storage agreement or within | ||
a reasonable time after
receipt of the warehouse receipt be | ||
increased on part or all of the goods
thereunder, in which | ||
event increased rates may be charged based on such
increased | ||
valuation, but that no such increase shall be permitted | ||
contrary
to a lawful limitation of liability contained in the | ||
warehouseman's tariff,
if any. No such limitation is effective | ||
with respect to the warehouseman's
liability for conversion to | ||
his own use.
| ||
(3) Reasonable provisions as to the time and manner of | ||
presenting claims
and instituting actions based on the bailment | ||
may be included in the
warehouse receipt or tariff.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-205) (from Ch. 26, par. 7-205)
| ||
Sec. 7-205. Title under warehouse receipt defeated in | ||
certain cases. A buyer in ordinary course of business of | ||
fungible goods sold and delivered by a warehouse that is also | ||
in the business of buying and selling such goods takes the | ||
goods free of any claim under a warehouse receipt even if the | ||
receipt is negotiable and has been duly negotiated.
|
A buyer in the ordinary course of business of fungible | ||
goods sold and
delivered by a warehouseman who is also in the | ||
business of buying and
selling such goods takes free of any | ||
claim under a warehouse receipt even
though it has been duly | ||
negotiated.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-206) (from Ch. 26, par. 7-206)
| ||
Sec. 7-206. Termination of storage at warehouse's option.
| ||
Termination of storage at warehouseman's option.
| ||
(a) A warehouse, by giving notice to the person on whose | ||
account the goods are held and any other person known to claim | ||
an interest in the goods, may require payment of any charges | ||
and removal of the goods from the warehouse at the termination | ||
of the period of storage fixed by the document of title or, if | ||
a period is not fixed, within a stated period not less than 30 | ||
days after the warehouse gives notice. If the goods are not | ||
removed before the date specified in the notice, the warehouse | ||
may sell them pursuant to Section 7-210. | ||
(b) If a warehouse in good faith believes that goods are | ||
about to deteriorate or decline in value to less than the | ||
amount of its lien within the time provided in subsection (a) | ||
and Section 7-210, the warehouse may specify in the notice | ||
given under subsection (a) any reasonable shorter time for | ||
removal of the goods and, if the goods are not removed, may | ||
sell them at public sale held not less than one week after a |
single advertisement or posting. | ||
(c) If, as a result of a quality or condition of the goods | ||
of which the warehouse did not have notice at the time of | ||
deposit, the goods are a hazard to other property, the | ||
warehouse facilities, or other persons, the warehouse may sell | ||
the goods at public or private sale without advertisement or | ||
posting on reasonable notification to all persons known to | ||
claim an interest in the goods. If the warehouse, after a | ||
reasonable effort, is unable to sell the goods, it may dispose | ||
of them in any lawful manner and does not incur liability by | ||
reason of that disposition. | ||
(d) A warehouse shall deliver the goods to any person | ||
entitled to them under this Article upon due demand made at any | ||
time before sale or other disposition under this Section. | ||
(e) A warehouse may satisfy its lien from the proceeds of | ||
any sale or disposition under this Section but shall hold the | ||
balance for delivery on the demand of any person to which the | ||
warehouse would have been bound to deliver the goods.
| ||
(1) A warehouseman may on notifying the person on whose | ||
account the
goods are held and any other person known to claim | ||
an interest in the goods
require payment of any charges and | ||
removal of the goods from the warehouse
at the termination of | ||
the period of storage fixed by the document, or, if
no period | ||
is fixed, within a stated period not less than 30 days after | ||
the
notification. If the goods are not removed before the date | ||
specified in the
notification, the warehouseman may sell them |
in accordance with the
provisions of the Section on enforcement | ||
of a warehouseman's lien (Section
7--210).
| ||
(2) If a warehouseman in good faith believes that the goods | ||
are about to
deteriorate or decline in value to less than the | ||
amount of his lien within
the time prescribed in subsection (1) | ||
for notification, advertisement and
sale, the warehouseman may | ||
specify in the notification any reasonable
shorter time for | ||
removal of the goods and in case the goods are not
removed, may | ||
sell them at public sale held not less than one week after a
| ||
single advertisement or posting.
| ||
(3) If as a result of a quality or condition of the goods | ||
of which the
warehouseman had no notice at the time of deposit | ||
the goods are a hazard to
other property or to the warehouse or | ||
to persons, the warehouseman may sell
the goods at public or | ||
private sale without advertisement on reasonable
notification | ||
to all persons known to claim an interest in the goods. If the
| ||
warehouseman after a reasonable effort is unable to sell the | ||
goods he may
dispose of them in any lawful manner and shall | ||
incur no liability by reason
of such disposition.
| ||
(4) The warehouseman must deliver the goods to any person | ||
entitled to
them under this Article upon due demand made at any | ||
time prior to sale or
other disposition under this Section.
| ||
(5) The warehouseman may satisfy his lien from the proceeds | ||
of any sale
or disposition under this Section but must hold the | ||
balance for delivery on
the demand of any person to whom he | ||
would have been bound to deliver the
goods.
|
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-207) (from Ch. 26, par. 7-207)
| ||
Sec. 7-207. Goods must be kept separate; fungible goods.
| ||
(a) Unless the warehouse receipt provides otherwise, a | ||
warehouse shall keep separate the goods covered by each receipt | ||
so as to permit at all times identification and delivery of | ||
those goods. However, different lots of fungible goods may be | ||
commingled. | ||
(b) If different lots of fungible goods are commingled, the | ||
goods are owned in common by the persons entitled thereto and | ||
the warehouse is severally liable to each owner for that | ||
owner's share. If, because of overissue, a mass of fungible | ||
goods is insufficient to meet all the receipts the warehouse | ||
has issued against it, the persons entitled include all holders | ||
to which overissued receipts have been duly negotiated.
| ||
(1) Unless the warehouse receipt otherwise provides, a | ||
warehouseman must
keep separate the goods covered by each | ||
receipt so as to permit at all
times identification and | ||
delivery of those goods except that different lots
of fungible | ||
goods may be commingled.
| ||
(2) Fungible goods so commingled are owned in common by the | ||
persons
entitled thereto and the warehouseman is severally | ||
liable to each owner for
that owner's share. Where because of | ||
overissue a mass of fungible goods is
insufficient to meet all | ||
the receipts which the warehouseman has issued
against it, the |
persons entitled include all holders to whom overissued
| ||
receipts have been duly negotiated.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-208) (from Ch. 26, par. 7-208)
| ||
Sec. 7-208. Altered warehouse receipts. If a blank in a | ||
negotiable tangible warehouse receipt has been filled in | ||
without authority, a good-faith purchaser for value and without | ||
notice of the lack of authority may treat the insertion as | ||
authorized. Any other unauthorized alteration leaves any | ||
tangible or electronic warehouse receipt enforceable against | ||
the issuer according to its original tenor.
| ||
Where a blank in a negotiable warehouse receipt has been | ||
filled in
without authority, a purchaser for value and without | ||
notice of the want of
authority may treat the insertion as | ||
authorized. Any other unauthorized
alteration leaves any | ||
receipt enforceable against the issuer according to
its | ||
original tenor.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-209) (from Ch. 26, par. 7-209)
| ||
Sec. 7-209. Lien of warehouse.
Lien
of warehouseman.
| ||
(a) A warehouse has a lien against the bailor on the goods | ||
covered by a warehouse receipt or storage agreement or on the | ||
proceeds thereof in its possession for charges for storage or | ||
transportation, including demurrage and terminal charges, |
insurance, labor, or other charges, present or future, in | ||
relation to the goods, and for expenses necessary for | ||
preservation of the goods or reasonably incurred in their sale | ||
pursuant to law. If the person on whose account the goods are | ||
held is liable for similar charges or expenses in relation to | ||
other goods whenever deposited and it is stated in the | ||
warehouse receipt or storage agreement that a lien is claimed | ||
for charges and expenses in relation to other goods, the | ||
warehouse also has a lien against the goods covered by the | ||
warehouse receipt or storage agreement or on the proceeds | ||
thereof in its possession for those charges and expenses, | ||
whether or not the other goods have been delivered by the | ||
warehouse. However, as against a person to which a negotiable | ||
warehouse receipt is duly negotiated, a warehouse's lien is | ||
limited to charges in an amount or at a rate specified in the | ||
warehouse receipt or, if no charges are so specified, to a | ||
reasonable charge for storage of the specific goods covered by | ||
the receipt subsequent to the date of the receipt. | ||
(b) A warehouse may also reserve a security interest | ||
against the bailor for the maximum amount specified on the | ||
receipt for charges other than those specified in subsection | ||
(a), such as for money advanced and interest. The security | ||
interest is governed by Article 9. | ||
(c) A warehouse's lien for charges and expenses under | ||
subsection (a) or a security interest under subsection (b) is | ||
also effective against any person that so entrusted the bailor |
with possession of the goods that a pledge of them by the | ||
bailor to a good-faith purchaser for value would have been | ||
valid. However, the lien or security interest is not effective | ||
against a person that before issuance of a document of title | ||
had a legal interest or a perfected security interest in the | ||
goods and that did not: | ||
(1) deliver or entrust the goods or any document of | ||
title covering the goods to the bailor or the bailor's | ||
nominee with: | ||
(A) actual or apparent authority to ship, store, or | ||
sell; | ||
(B) power to obtain delivery under Section 7-403; | ||
or | ||
(C) power of disposition under Sections 2-403, | ||
2A-304(2), 2A-305(2), 9-320, or 9-321(c) or other | ||
statute or rule of law; or | ||
(2) acquiesce in the procurement by the bailor or its | ||
nominee of any document. | ||
(d) A warehouse's lien on household goods for charges and | ||
expenses in relation to the goods under subsection (a) is also | ||
effective against all persons if the depositor was the legal | ||
possessor of the goods at the time of deposit. In this | ||
subsection, "household goods" means furniture, furnishings, or | ||
personal effects used by the depositor in a dwelling. | ||
(e) A warehouse loses its lien on any goods that it | ||
voluntarily delivers or unjustifiably refuses to deliver.
|
(1) A warehouseman has a lien against the bailor on the | ||
goods covered by
a warehouse receipt or on the proceeds thereof | ||
in his possession for
charges for storage or transportation | ||
(including demurrage and terminal
charges), insurance, labor, | ||
or charges present or future in relation to the
goods, and for | ||
expenses necessary for preservation of the goods or
reasonably | ||
incurred in their sale pursuant to law. If the person on whose
| ||
account the goods are held is liable for like charges or | ||
expenses in
relation to other goods whenever deposited and it | ||
is stated in the receipt
that a lien is claimed for charges and | ||
expenses in relation to other goods,
the warehouseman also has | ||
a lien against him for such charges and expenses
whether or not | ||
the other goods have been delivered by the warehouseman. But
| ||
against a person to whom a negotiable warehouse receipt is duly | ||
negotiated
a warehouseman's lien is limited to charges in an | ||
amount or at a rate
specified on the receipt or if no charges | ||
are so specified then to a
reasonable charge for storage of the | ||
goods covered by the receipt
subsequent to the date of the | ||
receipt.
| ||
(2) The warehouseman may also reserve a security interest | ||
against the
bailor for a maximum amount specified on the | ||
receipt for charges other than
those specified in subsection | ||
(1), such as for money advanced and interest.
Such a security | ||
interest is governed by the Article on Secured Transactions
| ||
(Article 9).
| ||
(3) (a) A warehouseman's lien for charges and expenses |
under subsection
(1) or a security interest under subsection | ||
(2) is also effective against
any person who so entrusted the | ||
bailor with possession of the goods that a
pledge of them by | ||
him to a good faith purchaser for value would have been
valid | ||
but is not effective against a person as to whom the document | ||
confers
no right in the goods covered by it under Section | ||
7--503.
| ||
(b) A warehouseman's lien on household goods for charges | ||
and expenses in
relation to the goods under subsection (1) is | ||
also effective against all
persons if the depositor was the | ||
legal possessor of the goods at the time
of deposit. "Household | ||
goods" means furniture, furnishings and personal
effects used | ||
by the depositor in a dwelling.
| ||
(4) A warehouseman loses his lien on any goods which he | ||
voluntarily
delivers or which he unjustifiably refuses to | ||
deliver.
| ||
(Source: P.A. 77-2810.)
| ||
(810 ILCS 5/7-210) (from Ch. 26, par. 7-210)
| ||
Sec. 7-210. Enforcement of warehouse's lien.
Enforcement | ||
of warehouseman's lien.
| ||
(a) Except as otherwise provided in subsection (b), a | ||
warehouse's lien may be enforced by public or private sale of | ||
the goods, in bulk or in packages, at any time or place and on | ||
any terms that are commercially reasonable, after notifying all | ||
persons known to claim an interest in the goods. The |
notification must include a statement of the amount due, the | ||
nature of the proposed sale, and the time and place of any | ||
public sale. The fact that a better price could have been | ||
obtained by a sale at a different time or in a method different | ||
from that selected by the warehouse is not of itself sufficient | ||
to establish that the sale was not made in a commercially | ||
reasonable manner. The warehouse sells in a commercially | ||
reasonable manner if the warehouse sells the goods in the usual | ||
manner in any recognized market therefore, sells at the price | ||
current in that market at the time of the sale, or otherwise | ||
sells in conformity with commercially reasonable practices | ||
among dealers in the type of goods sold. A sale of more goods | ||
than apparently necessary to be offered to ensure satisfaction | ||
of the obligation is not commercially reasonable, except in | ||
cases covered by the preceding sentence. | ||
(b) A warehouse may enforce its lien on goods, other than | ||
goods stored by a merchant in the course of its business, only | ||
if the following requirements are satisfied: | ||
(1) All persons known to claim an interest in the goods | ||
must be notified. | ||
(2) The notification must include an itemized | ||
statement of the claim, a description of the goods subject | ||
to the lien, a demand for payment within a specified time | ||
not less than 10 days after receipt of the notification, | ||
and a conspicuous statement that unless the claim is paid | ||
within that time the goods will be advertised for sale and |
sold by auction at a specified time and place. | ||
(3) The sale must conform to the terms of the | ||
notification. | ||
(4) The sale must be held at the nearest suitable place | ||
to where the goods are held or stored. | ||
(5) After the expiration of the time given in the | ||
notification, an advertisement of the sale must be | ||
published once a week for two weeks consecutively in a | ||
newspaper of general circulation where the sale is to be | ||
held. The advertisement must include a description of the | ||
goods, the name of the person on whose account the goods | ||
are being held, and the time and place of the sale. The | ||
sale must take place at least 15 days after the first | ||
publication. If there is no newspaper of general | ||
circulation where the sale is to be held, the advertisement | ||
must be posted at least 10 days before the sale in not | ||
fewer than six conspicuous places in the neighborhood of | ||
the proposed sale. | ||
(c) Before any sale pursuant to this Section, any person | ||
claiming a right in the goods may pay the amount necessary to | ||
satisfy the lien and the reasonable expenses incurred in | ||
complying with this Section. In that event, the goods may not | ||
be sold but must be retained by the warehouse subject to the | ||
terms of the receipt and this Article. | ||
(d) A warehouse may buy at any public sale held pursuant to | ||
this Section. |
(e) A purchaser in good faith of goods sold to enforce a | ||
warehouse's lien takes the goods free of any rights of persons | ||
against which the lien was valid, despite the warehouse's | ||
noncompliance with this Section. | ||
(f) A warehouse may satisfy its lien from the proceeds of | ||
any sale pursuant to this Section but shall hold the balance, | ||
if any, for delivery on demand to any person to which the | ||
warehouse would have been bound to deliver the goods. | ||
(g) The rights provided by this Section are in addition to | ||
all other rights allowed by law to a creditor against a debtor. | ||
(h) If a lien is on goods stored by a merchant in the | ||
course of its business, the lien may be enforced in accordance | ||
with subsection (a) or (b). | ||
(i) A warehouse is liable for damages caused by failure to | ||
comply with the requirements for sale under this Section and, | ||
in case of willful violation, is liable for conversion.
| ||
(1) Except as provided in subsection (2), a warehouseman's | ||
lien may be
enforced by public or private sale of the goods in | ||
block or in parcels, at
any time or place and on any terms | ||
which are commercially reasonable, after
notifying all persons | ||
known to claim an interest in the goods. Such
notification must | ||
include a statement of the amount due, the nature of the
| ||
proposed sale and the time and place of any public sale. The | ||
fact that a
better price could have been obtained by a sale at | ||
a different time or in a
different method from that selected by | ||
the warehouseman is not of itself
sufficient to establish that |
the sale was not made in a commercially
reasonable manner. If | ||
the warehouseman either sells the goods in the usual
manner in | ||
any recognized market therefor, or if he sells at the price
| ||
current in such market at the time of his sale, or if he has | ||
otherwise sold
in conformity with commercially reasonable | ||
practices among dealers in the
type of goods sold, he has sold | ||
in a commercially reasonable manner. A sale
of more goods than | ||
apparently necessary to be offered to insure
satisfaction of | ||
the obligation is not commercially reasonable except in
cases | ||
covered by the preceding sentence.
| ||
(2) A warehouseman's lien on goods other than goods stored | ||
by a merchant
in the course of his business may be enforced | ||
only as follows:
| ||
(a) All persons known to claim an interest in the goods | ||
must be
notified.
| ||
(b) The notification must be delivered in person or | ||
sent by
registered or certified letter to the last known | ||
address of any person to
be notified.
| ||
(c) The notification must include an itemized | ||
statement of the claim,
a description of the goods subject to | ||
the lien, a demand for payment within
a specified time not less | ||
than 10 days after receipt of the notification,
and a | ||
conspicuous statement that unless the claim is paid within that | ||
time
the goods will be advertised for sale and sold by auction | ||
at a specified
time and place.
| ||
(d) The sale must conform to the terms of the |
notification.
| ||
(e) The sale must be held at the nearest suitable place | ||
to that where
the goods are held or stored.
| ||
(f) After the expiration of the time given in the | ||
notification, an
advertisement of the sale must be published | ||
once a week for 2 weeks
consecutively in a newspaper of general | ||
circulation where the sale is to be
held. The advertisement | ||
must include a description of the goods, the name
of the person | ||
on whose account they are being held, and the time and place
of | ||
the sale. The sale must take place at least 15 days after the | ||
first
publication. If there is no newspaper of general | ||
circulation where the sale
is to be held, the advertisement | ||
must be posted at least 10 days before the
sale in not less | ||
than 6 conspicuous places in the neighborhood of the
proposed | ||
sale.
| ||
(3) Before any sale pursuant to this Section any person | ||
claiming a right
in the goods may pay the amount necessary to | ||
satisfy the lien and the
reasonable expenses incurred under | ||
this Section. In that event the goods
must not be sold, but | ||
must be retained by the warehouseman subject to the
terms of | ||
the receipt and this Article.
| ||
(4) The warehouseman may buy at any public sale pursuant to | ||
this
Section.
| ||
(5) A purchaser in good faith of goods sold to enforce a | ||
warehouseman's
lien takes the goods free of any rights of | ||
persons against whom the lien
was valid, despite noncompliance |
by the warehouseman with the requirements
of this Section.
| ||
(6) The warehouseman may satisfy his lien from the proceeds | ||
of any sale
pursuant to this Section but must hold the balance, | ||
if any, for delivery on
demand to any person to whom he would | ||
have been bound to deliver the goods.
| ||
(7) The rights provided by this Section shall be in | ||
addition to all
other rights allowed by law to a creditor | ||
against his debtor.
| ||
(8) Where a lien is on goods stored by a merchant in the | ||
course of his
business the lien may be enforced in accordance | ||
with either subsection (1)
or (2).
| ||
(9) The warehouseman is liable for damages caused by | ||
failure to comply
with the requirements for sale under this | ||
Section and in case of willful
violation is liable for | ||
conversion.
| ||
(Source: Laws 1965, p. 803.)
| ||
(810 ILCS 5/Art. 7 Pt. 3 heading) | ||
PART 3 .
| ||
BILLS OF LADING: SPECIAL PROVISIONS
| ||
(810 ILCS 5/7-301) (from Ch. 26, par. 7-301)
| ||
Sec. 7-301. Liability for nonreceipt or misdescription; | ||
"said to contain"; "shipper's weight, load, and count"; | ||
improper handling.
Liability for non-receipt or | ||
misdescription; "said to contain"; "shipper's
load and count"; |
improper handling.
| ||
(a) A consignee of a nonnegotiable bill of lading which has | ||
given value in good faith, or a holder to which a negotiable | ||
bill has been duly negotiated, relying upon the description of | ||
the goods in the bill or upon the date shown in the bill, may | ||
recover from the issuer damages caused by the misdating of the | ||
bill or the nonreceipt or misdescription of the goods, except | ||
to the extent that the bill indicates that the issuer does not | ||
know whether any part or all of the goods in fact were received | ||
or conform to the description, such as in a case in which the | ||
description is in terms of marks or labels or kind, quantity, | ||
or condition or the receipt or description is qualified by | ||
"contents or condition of contents of packages unknown", "said | ||
to contain", "shipper's weight, load, and count", or words of | ||
similar import, if that indication is true. | ||
(b) If goods are loaded by the issuer of a bill of lading: | ||
(1) the issuer shall count the packages of goods if | ||
shipped in packages and ascertain the kind and quantity if | ||
shipped in bulk; and | ||
(2) words such as "shipper's weight, load, and count", | ||
or words of similar import indicating that the description | ||
was made by the shipper are ineffective except as to goods | ||
concealed in packages. | ||
(c) If bulk goods are loaded by a shipper that makes | ||
available to the issuer of a bill of lading adequate facilities | ||
for weighing those goods, the issuer shall ascertain the kind |
and quantity within a reasonable time after receiving the | ||
shipper's request in a record to do so. In that case, | ||
"shipper's weight" or words of similar import are ineffective. | ||
(d) The issuer of a bill of lading, by including in the | ||
bill the words "shipper's weight, load, and count", or words of | ||
similar import, may indicate that the goods were loaded by the | ||
shipper, and, if that statement is true, the issuer is not | ||
liable for damages caused by the improper loading. However, | ||
omission of such words does not imply liability for damages | ||
caused by improper loading. | ||
(e) A shipper guarantees to an issuer the accuracy at the | ||
time of shipment of the description, marks, labels, number, | ||
kind, quantity, condition, and weight, as furnished by the | ||
shipper, and the shipper shall indemnify the issuer against | ||
damage caused by inaccuracies in those particulars. This right | ||
of indemnity does not limit the issuer's responsibility or | ||
liability under the contract of carriage to any person other | ||
than the shipper.
| ||
(1) A consignee of a non-negotiable bill who has given | ||
value in good
faith or a holder to whom a negotiable bill has | ||
been duly negotiated
relying in either case upon the | ||
description therein of the goods, or upon
the date therein | ||
shown, may recover from the issuer damages caused by the
| ||
misdating of the bill or the non-receipt or misdescription of | ||
the goods,
except to the extent that the document indicates | ||
that the issuer does not
know whether any part or all of the |
goods in fact were received or conform
to the description, as | ||
where the description is in terms of marks or labels
or kind, | ||
quantity, or condition or the receipt or description is | ||
qualified
by "contents or condition of contents of packages | ||
unknown", "said to
contain", "shipper's weight, load and count" | ||
or the like, if such
indication be true.
| ||
(2) When goods are loaded by an issuer who is a common | ||
carrier, the
issuer must count the packages of goods if package | ||
freight and ascertain
the kind and quantity if bulk freight. In | ||
such cases "shipper's weight,
load and count" or other words | ||
indicating that the description was made by
the shipper are | ||
ineffective except as to freight concealed by packages.
| ||
(3) When bulk freight is loaded by a shipper who makes | ||
available to the
issuer adequate facilities for weighing such | ||
freight, an issuer who is a
common carrier must ascertain the | ||
kind and quantity within a reasonable
time after receiving the | ||
written request of the shipper to do so. In such
cases | ||
"shipper's weight" or other words of like purport are | ||
ineffective.
| ||
(4) The issuer may by inserting in the bill the words | ||
"shipper's weight,
load and count" or other words of like | ||
purport indicate that the goods were
loaded by the shipper; and | ||
if such statement be true the issuer shall not
be liable for | ||
damages caused by the improper loading. But their omission
does | ||
not imply liability for such damages.
| ||
(5) The shipper shall be deemed to have guaranteed to the |
issuer the
accuracy at the time of shipment of the description, | ||
marks, labels, number,
kind, quantity, condition and weight, as | ||
furnished by him; and the shipper
shall indemnify the issuer | ||
against damage caused by inaccuracies in such
particulars. The | ||
right of the issuer to such indemnity shall in no way
limit his | ||
responsibility and liability under the contract of carriage to
| ||
any person other than the shipper.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-302) (from Ch. 26, par. 7-302)
| ||
Sec. 7-302. Through bills of lading and similar documents | ||
of title.
Through bills of lading and similar documents.
| ||
(a) The issuer of a through bill of lading, or other | ||
document of title embodying an undertaking to be performed in | ||
part by a person acting as its agent or by a performing | ||
carrier, is liable to any person entitled to recover on the | ||
bill or other document for any breach by the other person or | ||
the performing carrier of its obligation under the bill or | ||
other document. However, to the extent that the bill or other | ||
document covers an undertaking to be performed overseas or in | ||
territory not contiguous to the continental United States or an | ||
undertaking including matters other than transportation, this | ||
liability for breach by the other person or the performing | ||
carrier may be varied by agreement of the parties. | ||
(b) If goods covered by a through bill of lading or other | ||
document of title embodying an undertaking to be performed in |
part by a person other than the issuer are received by that | ||
person, the person is subject, with respect to its own | ||
performance while the goods are in its possession, to the | ||
obligation of the issuer. The person's obligation is discharged | ||
by delivery of the goods to another person pursuant to the bill | ||
or other document and does not include liability for breach by | ||
any other person or by the issuer. | ||
(c) The issuer of a through bill of lading or other | ||
document of title described in subsection (a) is entitled to | ||
recover from the performing carrier, or other person in | ||
possession of the goods when the breach of the obligation under | ||
the bill or other document occurred: | ||
(1) the amount it may be required to pay to any person | ||
entitled to recover on the bill or other document for the | ||
breach, as may be evidenced by any receipt, judgment, or | ||
transcript of judgment; and | ||
(2) the amount of any expense reasonably incurred by | ||
the issuer in defending any action commenced by any person | ||
entitled to recover on the bill or other document for the | ||
breach.
| ||
(1) The issuer of a through bill of lading or other | ||
document embodying
an undertaking to be performed in part by | ||
persons acting as its agents or
by connecting carriers is | ||
liable to anyone entitled to recover on the
document for any | ||
breach by such other persons or by a connecting carrier of
its | ||
obligation under the document but to the extent that the bill |
covers an
undertaking to be performed overseas or in territory | ||
not contiguous to the
continental United States or an | ||
undertaking including matters other than
transportation this | ||
liability may be varied by agreement of the parties.
| ||
(2) Where goods covered by a through bill of lading or | ||
other document
embodying an undertaking to be performed in part | ||
by persons other than the
issuer are received by any such | ||
person, he is subject with respect to his
own performance while | ||
the goods are in his possession to the obligation of
the | ||
issuer. His obligation is discharged by delivery of the goods | ||
to
another such person pursuant to the document, and does not | ||
include
liability for breach by any other such persons or by | ||
the issuer.
| ||
(3) The issuer of such through bill of lading or other | ||
document shall be
entitled to recover from the connecting | ||
carrier or such other person in
possession of the goods when | ||
the breach of the obligation under the
document occurred, the | ||
amount it may be required to pay to anyone entitled
to recover | ||
on the document therefor, as may be evidenced by any receipt,
| ||
judgment, or transcript thereof, and the amount of any expense | ||
reasonably
incurred by it in defending any action brought by | ||
anyone entitled to
recover on the document therefor.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-303) (from Ch. 26, par. 7-303)
| ||
Sec. 7-303. Diversion; reconsignment; change of |
instructions.
| ||
(a) Unless the bill of lading otherwise provides, a carrier | ||
may deliver the goods to a person or destination other than | ||
that stated in the bill or may otherwise dispose of the goods, | ||
without liability for misdelivery, on instructions from: | ||
(1) the holder of a negotiable bill; | ||
(2) the consignor on a nonnegotiable bill, even if the | ||
consignee has given contrary instructions; | ||
(3) the consignee on a nonnegotiable bill in the | ||
absence of contrary instructions from the consignor, if the | ||
goods have arrived at the billed destination or if the | ||
consignee is in possession of the tangible bill or in | ||
control of the electronic bill; or | ||
(4) the consignee on a nonnegotiable bill, if the | ||
consignee is entitled as against the consignor to dispose | ||
of the goods. | ||
(b) Unless instructions described in subsection (a) are | ||
included in a negotiable bill of lading, a person to which the | ||
bill is duly negotiated may hold the bailee according to the | ||
original terms.
| ||
(1) Unless the bill of lading otherwise provides, the | ||
carrier may
deliver the goods to a person or destination other | ||
than that stated in the
bill or may otherwise dispose of the | ||
goods on instructions from
| ||
(a) the holder of a negotiable bill; or
| ||
(b) the consignor on a non-negotiable bill |
notwithstanding contrary
instructions from the consignee; or
| ||
(c) the consignee on a non-negotiable bill in the | ||
absence of contrary
instructions from the consignor, if the | ||
goods have arrived at the billed
destination or if the | ||
consignee is in possession of the bill; or
| ||
(d) the consignee on a non-negotiable bill if he is | ||
entitled as
against the consignor to dispose of them.
| ||
(2) Unless such instructions are noted on a negotiable bill | ||
of lading, a
person to whom the bill is duly negotiated can | ||
hold the bailee according to
the original terms.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-304) (from Ch. 26, par. 7-304)
| ||
Sec. 7-304. Tangible bills of lading in a set.
Bills of | ||
lading in a set.
| ||
(a) Except as customary in international transportation, a | ||
tangible bill of lading may not be issued in a set of parts. | ||
The issuer is liable for damages caused by violation of this | ||
subsection. | ||
(b) If a tangible bill of lading is lawfully issued in a | ||
set of parts, each of which contains an identification code and | ||
is expressed to be valid only if the goods have not been | ||
delivered against any other part, the whole of the parts | ||
constitutes one bill. | ||
(c) If a tangible negotiable bill of lading is lawfully | ||
issued in a set of parts and different parts are negotiated to |
different persons, the title of the holder to which the first | ||
due negotiation is made prevails as to both the document of | ||
title and the goods even if any later holder may have received | ||
the goods from the carrier in good faith and discharged the | ||
carrier's obligation by surrendering its part. | ||
(d) A person that negotiates or transfers a single part of | ||
a tangible bill of lading issued in a set is liable to holders | ||
of that part as if it were the whole set. | ||
(e) The bailee shall deliver in accordance with Part 4 | ||
against the first presented part of a tangible bill of lading | ||
lawfully issued in a set. Delivery in this manner discharges | ||
the bailee's obligation on the whole bill.
| ||
(1) Except where customary in overseas transportation, a | ||
bill of lading
must not be issued in a set of parts. The issuer | ||
is liable for damages
caused by violation of this subsection.
| ||
(2) Where a bill of lading is lawfully drawn in a set of | ||
parts, each of
which is numbered and expressed to be valid only | ||
if the goods have not been
delivered against any other part, | ||
the whole of the parts constitute one
bill.
| ||
(3) Where a bill of lading is lawfully issued in a set of | ||
parts and
different parts are negotiated to different persons, | ||
the title of the
holder to whom the first due negotiation is | ||
made prevails as to both the
document and the goods even though | ||
any later holder may have received the
goods from the carrier | ||
in good faith and discharged the carrier's
obligation by | ||
surrender of his part.
|
(4) Any person who negotiates or transfers a single part of | ||
a bill of
lading drawn in a set is liable to holders of that | ||
part as if it were the
whole set.
| ||
(5) The bailee is obliged to deliver in accordance with | ||
Part 4 of this
Article against the first presented part of a | ||
bill of lading lawfully drawn
in a set. Such delivery | ||
discharges the bailee's obligation on the whole
bill.
| ||
(Source: Laws 1961, 1st S.S., p. 7.)
| ||
(810 ILCS 5/7-305) (from Ch. 26, par. 7-305)
| ||
Sec. 7-305. Destination bills.
| ||
(a) Instead of issuing a bill of lading to the consignor at | ||
the place of shipment, a carrier, at the request of the | ||
consignor, may procure the bill to be issued at destination or | ||
at any other place designated in the request. | ||
(b) Upon request of any person entitled as against a | ||
carrier to control the goods while in transit and on surrender | ||
of possession or control of any outstanding bill of lading or | ||
other receipt covering the goods, the issuer, subject to | ||
Section 7-105, may procure a substitute bill to be issued at | ||
any place designated in the request.
| ||
(1) Instead of issuing a bill of lading to the consignor at | ||
the place of
shipment a carrier may at the request of the | ||
consignor procure the bill to
be issued at destination or at | ||
any other place designated in the request.
| ||
(2) Upon request of anyone entitled as against the carrier |
to control
the goods while in transit and on surrender of any | ||
outstanding bill of
lading or other receipt covering such | ||
goods, the issuer may procure a
substitute bill to be issued at | ||
any place designated in the request.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-307) (from Ch. 26, par. 7-307)
| ||
Sec. 7-307. Lien
of carrier.
| ||
(a) A carrier has a lien on the goods covered by a bill of | ||
lading or on the proceeds thereof in its possession for charges | ||
after the date of the carrier's receipt of the goods for | ||
storage or transportation, including demurrage and terminal | ||
charges, and for expenses necessary for preservation of the | ||
goods incident to their transportation or reasonably incurred | ||
in their sale pursuant to law. However, against a purchaser for | ||
value of a negotiable bill of lading, a carrier's lien is | ||
limited to charges stated in the bill or the applicable tariffs | ||
or, if no charges are stated, a reasonable charge. | ||
(b) A lien for charges and expenses under subsection (a) on | ||
goods that the carrier was required by law to receive for | ||
transportation is effective against the consignor or any person | ||
entitled to the goods unless the carrier had notice that the | ||
consignor lacked authority to subject the goods to those | ||
charges and expenses. Any other lien under subsection (a) is | ||
effective against the consignor and any person that permitted | ||
the bailor to have control or possession of the goods unless |
the carrier had notice that the bailor lacked authority. | ||
(c) A carrier loses its lien on any goods that it | ||
voluntarily delivers or unjustifiably refuses to deliver.
| ||
(1) A carrier has a lien on the goods covered by a bill of | ||
lading for
charges subsequent to the date of its receipt of the | ||
goods for storage or
transportation (including demurrage and | ||
terminal charges) and for expenses
necessary for preservation | ||
of the goods incident to their transportation or
reasonably | ||
incurred in their sale pursuant to law. But against a purchaser
| ||
for value of a negotiable bill of lading a carrier's lien is | ||
limited to
charges stated in the bill or the applicable | ||
tariffs, or if no charges are
stated then to a reasonable | ||
charge.
| ||
(2) A lien for charges and expenses under subsection (1) on | ||
goods which
the carrier was required by law to receive for | ||
transportation is effective
against the consignor or any person | ||
entitled to the goods unless the
carrier had notice that the | ||
consignor lacked authority to subject the goods
to such charges | ||
and expenses. Any other lien under subsection (1) is
effective | ||
against the consignor and any person who permitted the bailor | ||
to
have control or possession of the goods unless the carrier | ||
had notice that
the bailor lacked such authority.
| ||
(3) A carrier loses his lien on any goods which he | ||
voluntarily delivers
or which he unjustifiably refuses to | ||
deliver.
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/7-308) (from Ch. 26, par. 7-308)
| ||
Sec. 7-308. Enforcement of carrier's lien.
| ||
(a) A carrier's lien on goods may be enforced by public or | ||
private sale of the goods, in bulk or in packages, at any time | ||
or place and on any terms that are commercially reasonable, | ||
after notifying all persons known to claim an interest in the | ||
goods. The notification must include a statement of the amount | ||
due, the nature of the proposed sale, and the time and place of | ||
any public sale. The fact that a better price could have been | ||
obtained by a sale at a different time or in a method different | ||
from that selected by the carrier is not of itself sufficient | ||
to establish that the sale was not made in a commercially | ||
reasonable manner. The carrier sells goods in a commercially | ||
reasonable manner if the carrier sells the goods in the usual | ||
manner in any recognized market therefor, sells at the price | ||
current in that market at the time of the sale, or otherwise | ||
sells in conformity with commercially reasonable practices | ||
among dealers in the type of goods sold. A sale of more goods | ||
than apparently necessary to be offered to ensure satisfaction | ||
of the obligation is not commercially reasonable, except in | ||
cases covered by the preceding sentence. | ||
(b) Before any sale pursuant to this Section, any person | ||
claiming a right in the goods may pay the amount necessary to | ||
satisfy the lien and the reasonable expenses incurred in | ||
complying with this Section. In that event, the goods may not |
be sold but must be retained by the carrier, subject to the | ||
terms of the bill of lading and this Article. | ||
(c) A carrier may buy at any public sale pursuant to this | ||
Section. | ||
(d) A purchaser in good faith of goods sold to enforce a | ||
carrier's lien takes the goods free of any rights of persons | ||
against which the lien was valid, despite the carrier's | ||
noncompliance with this Section. | ||
(e) A carrier may satisfy its lien from the proceeds of any | ||
sale pursuant to this Section but shall hold the balance, if | ||
any, for delivery on demand to any person to which the carrier | ||
would have been bound to deliver the goods. | ||
(f) The rights provided by this Section are in addition to | ||
all other rights allowed by law to a creditor against a debtor. | ||
(g) A carrier's lien may be enforced pursuant to either | ||
subsection (a) or the procedure set forth in Section 7-210(b). | ||
(h) A carrier is liable for damages caused by failure to | ||
comply with the requirements for sale under this Section and, | ||
in case of willful violation, is liable for conversion.
| ||
(1) A carrier's lien may be enforced by public or private | ||
sale of
the goods, in block or in parcels, at any time or place | ||
and on any terms
which are commercially reasonable, after | ||
notifying all persons known to
claim an interest in the goods. | ||
Such notification must include a
statement of the amount due, | ||
the nature of the proposed sale and the
time and place of any | ||
public sale. The fact that a better price could
have been |
obtained by a sale at a different time or in a different method
| ||
from that selected by the carrier is not of itself sufficient | ||
to
establish that the sale was not made in a commercially | ||
reasonable
manner. If the carrier either sells the goods in the | ||
usual manner in any
recognized market therefor or if he sells | ||
at the price current in such
market at the time of his sale or | ||
if he has otherwise sold in conformity
with commercially | ||
reasonable practices among dealers in the type of
goods sold he | ||
has sold in a commercially reasonable manner. A sale of
more | ||
goods than apparently necessary to be offered to ensure
| ||
satisfaction of the obligation is not commercially reasonable | ||
except in
cases covered by the preceding sentence.
| ||
(2) Before any sale pursuant to this Section any person | ||
claiming a
right in the goods may pay the amount necessary to | ||
satisfy the lien and
the reasonable expenses incurred under | ||
this section. In that event the
goods must not be sold, but | ||
must be retained by the carrier subject to
the terms of the | ||
bill and this Article.
| ||
(3) The carrier may buy at any public sale pursuant to this | ||
Section.
| ||
(4) A purchaser in good faith of goods sold to enforce a | ||
carrier's
lien takes the goods free of any rights of persons | ||
against whom the lien
was valid, despite noncompliance by the | ||
carrier with the requirements of
this Section.
| ||
(5) The carrier may satisfy his lien from the proceeds of | ||
any sale
pursuant to this Section but must hold the balance, if |
any, for delivery
on demand to any person to whom he would have | ||
been bound to deliver the
goods.
| ||
(6) The rights provided by this Section shall be in | ||
addition to all
other rights allowed by law to a creditor | ||
against his debtor.
| ||
(7) A carrier's lien may be enforced in accordance with | ||
either
subsection (1) or the procedure set forth in subsection | ||
(2) of Section
7-210.
| ||
(8) The carrier is liable for damages caused by failure to | ||
comply
with the requirements for sale under this Section and in | ||
case of willful
violation is liable for conversion.
| ||
(Source: Laws 1961, p. 2101 .)
| ||
(810 ILCS 5/7-309) (from Ch. 26, par. 7-309)
| ||
Sec. 7-309. Duty of care; contractual limitation of | ||
carrier's
liability. | ||
(a) A carrier that issues a bill of lading, whether | ||
negotiable or nonnegotiable, shall exercise the degree of care | ||
in relation to the goods which a reasonably careful person | ||
would exercise under similar circumstances. This subsection | ||
does not affect any statute, regulation, or rule of law that | ||
imposes liability upon a common carrier for damages not caused | ||
by its negligence. | ||
(b) Damages may be limited by a term in the bill of lading | ||
or in a transportation agreement that the carrier's liability | ||
may not exceed a value stated in the bill or transportation |
agreement if the carrier's rates are dependent upon value and | ||
the consignor is afforded an opportunity to declare a higher | ||
value and the consignor is advised of the opportunity. However, | ||
such a limitation is not effective with respect to the | ||
carrier's liability for conversion to its own use. | ||
(c) Reasonable provisions as to the time and manner of | ||
presenting claims and commencing actions based on the shipment | ||
may be included in a bill of lading or a transportation | ||
agreement.
| ||
(1) A carrier who issues a bill of lading whether | ||
negotiable or
non-negotiable must exercise the degree of care | ||
in relation to the goods
which a reasonably careful man would | ||
exercise under like circumstances.
This subsection does not | ||
repeal or change any law or rule of law which
imposes liability | ||
upon a common carrier for damages not caused by its
negligence.
| ||
(2) Damages may be limited by a provision that the | ||
carrier's
liability shall not exceed a value stated in the | ||
document if the
carrier's rates are dependent upon value and | ||
the consignor by the
carrier's tariff is afforded an | ||
opportunity to declare a higher value or
a value as lawfully | ||
provided in the tariff, or where no tariff is filed
he is | ||
otherwise advised of such opportunity; but no such limitation | ||
is
effective with respect to the carrier's liability for | ||
conversion to its
own use.
| ||
(3) Reasonable provisions as to the time and manner of | ||
presenting
claims and instituting actions based on the shipment |
may be included in
a bill of lading or tariff.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/Art. 7 Pt. 4 heading) | ||
PART 4 .
| ||
WAREHOUSE RECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONS
| ||
(810 ILCS 5/7-401) (from Ch. 26, par. 7-401)
| ||
Sec. 7-401. Irregularities in issue of receipt or bill or | ||
conduct of issuer. The obligations imposed by this Article on | ||
an issuer apply to a document of title even if:
The obligations | ||
imposed by this Article on an issuer apply to a document
of | ||
title regardless of the fact that
| ||
(1) the document does not comply with the requirements | ||
of this Article or of any other statute, rule, or | ||
regulation regarding its issuance, form, or content; | ||
(2) the issuer violated laws regulating the conduct of | ||
its business; | ||
(3) the goods covered by the document were owned by the | ||
bailee when the document was issued; or | ||
(4) the person issuing the document is not a warehouse | ||
but the document purports to be a warehouse receipt.
| ||
(a) the document may not comply with the requirements | ||
of this Article
or of any other law or regulation regarding its | ||
issue, form or content; or
| ||
(b) the issuer may have violated laws regulating the |
conduct of his
business; or
| ||
(c) the goods covered by the document were owned by the | ||
bailee at the
time the document was issued; or
| ||
(d) the person issuing the document does not come | ||
within the
definition of warehouseman if it purports to be a | ||
warehouse receipt.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-402) (from Ch. 26, par. 7-402)
| ||
Sec. 7-402. Duplicate document of title; overissue.
| ||
Duplicate receipt or bill; overissue.
A duplicate or any other | ||
document of title purporting to cover goods already represented | ||
by an outstanding document of the same issuer does not confer | ||
any right in the goods, except as provided in the case of | ||
tangible bills of lading in a set of parts, overissue of | ||
documents for fungible goods, substitutes for lost, stolen, or | ||
destroyed documents, or substitute documents issued pursuant | ||
to Section 7-105. The issuer is liable for damages caused by | ||
its overissue or failure to identify a duplicate document by a | ||
conspicuous notation.
| ||
Neither a duplicate nor any other document of title | ||
purporting to cover
goods already represented by an outstanding | ||
document of the same issuer
confers any right in the goods, | ||
except as provided in the case of bills in
a set, overissue of | ||
documents for fungible goods and substitutes for lost,
stolen | ||
or destroyed documents. But the issuer is liable for damages |
caused
by his overissue or failure to identify a duplicate | ||
document as such by
conspicuous notation on its face.
| ||
(Source: Laws 1961, p. 2101 .)
| ||
(810 ILCS 5/7-403) (from Ch. 26, par. 7-403)
| ||
Sec. 7-403. Obligation of bailee to deliver; excuse.
| ||
Obligation of warehouseman or carrier to deliver; excuse.
| ||
(a) A bailee shall deliver the goods to a person entitled | ||
under a document of title if the person complies with | ||
subsections (b) and (c), unless and to the extent that the | ||
bailee establishes any of the following: | ||
(1) delivery of the goods to a person whose receipt was | ||
rightful as against the claimant; | ||
(2) damage to or delay, loss, or destruction of the | ||
goods for which the bailee is not liable; | ||
(3) previous sale or other disposition of the goods in | ||
lawful enforcement of a lien or on a warehouse's lawful | ||
termination of storage; | ||
(4) the exercise by a seller of its right to stop | ||
delivery pursuant to Section 2-705 or by a lessor of its | ||
right to stop delivery pursuant to Section 2A-526; | ||
(5) a diversion, reconsignment, or other disposition | ||
pursuant to Section 7-303; | ||
(6) release, satisfaction, or any other personal | ||
defense against the claimant; or | ||
(7) any other lawful excuse. |
(b) A person claiming goods covered by a document of title | ||
shall satisfy the bailee's lien if the bailee so requests or if | ||
the bailee is prohibited by law from delivering the goods until | ||
the charges are paid. | ||
(c) Unless a person claiming the goods is a person against | ||
which the document of title does not confer a right under | ||
Section 7-503(a): | ||
(1) the person claiming under a document shall | ||
surrender possession or control of any outstanding | ||
negotiable document covering the goods for cancellation or | ||
indication of partial deliveries; and | ||
(2) the bailee shall cancel the document or | ||
conspicuously indicate in the document the partial | ||
delivery or the bailee is liable to any person to which the | ||
document is duly negotiated.
| ||
(1) The bailee must deliver the goods to a person entitled | ||
under the
document who complies with subsections (2) and (3), | ||
unless and to the
extent that the bailee establishes any of the | ||
following:
| ||
(a) delivery of the goods to a person whose receipt was | ||
rightful as
against the claimant;
| ||
(b) damage to or delay, loss or destruction of the | ||
goods for which
the bailee is not liable;
| ||
(c) previous sale or other disposition of the goods in | ||
lawful
enforcement of a lien or on warehouseman's lawful | ||
termination of storage;
|
(d) the exercise by a seller of his right to stop | ||
delivery pursuant
to the provisions of the Article on Sales | ||
(Section 2--705);
| ||
(e) a diversion, reconsignment or other disposition | ||
pursuant to the
provisions of this Article (Section 7--303) or | ||
tariff regulating such
right;
| ||
(f) release, satisfaction or any other fact affording a | ||
personal
defense against the claimant;
| ||
(g) any other lawful excuse.
| ||
(2) A person claiming goods covered by a document of title | ||
must satisfy
the bailee's lien where the bailee so requests or | ||
where the bailee is
prohibited by law from delivering the goods | ||
until the charges are paid.
| ||
(3) Unless the person claiming is one against whom the | ||
document confers
no right under Section 7--503(1), he must | ||
surrender for cancellation or
notation of partial deliveries | ||
any outstanding negotiable document covering
the goods, and the | ||
bailee must cancel the document or conspicuously note
the | ||
partial delivery thereon or be liable to any person to whom the
| ||
document is duly negotiated.
| ||
(4) "Person entitled under the document" means holder in | ||
the case of a
negotiable document, or the person to whom | ||
delivery is to be made by the
terms of or pursuant to written | ||
instructions under a non-negotiable
document.
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/7-404) (from Ch. 26, par. 7-404)
| ||
Sec. 7-404. No liability for good-faith delivery pursuant | ||
to document of title.
No liability for good faith delivery | ||
pursuant to receipt
of bill.
A bailee that in good faith has | ||
received goods and delivered or otherwise disposed of the goods | ||
according to the terms of a document of title or pursuant to | ||
this Article is not liable for the goods even if: | ||
(1) the person from which the bailee received the goods | ||
did not have authority to procure the document or to | ||
dispose of the goods; or | ||
(2) the person to which the bailee delivered the goods | ||
did not have authority to receive the goods.
| ||
A bailee who in good faith including observance of reasonable
| ||
commercial standards has received goods and delivered or | ||
otherwise
disposed of them according to the terms of the | ||
document of title or
pursuant to this Article is not liable | ||
therefor. This rule applies even
though the person from whom he | ||
received the goods had no authority to
procure the document or | ||
to dispose of the goods and even though the
person to whom he | ||
delivered the goods had no authority to receive them.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/Art. 7 Pt. 5 heading) | ||
PART 5 .
| ||
WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND | ||
TRANSFER
|
(810 ILCS 5/7-501) (from Ch. 26, par. 7-501)
| ||
Sec. 7-501. Form
of negotiation and requirements of due | ||
negotiation.
Form
of negotiation and requirements of "due | ||
negotiation".
| ||
(a) The following rules apply to a negotiable tangible | ||
document of title: | ||
(1) If the document's original terms run to the order | ||
of a named person, the document is negotiated by the named | ||
person's indorsement and delivery. After the named | ||
person's indorsement in blank or to bearer, any person may | ||
negotiate the document by delivery alone. | ||
(2) If the document's original terms run to bearer, it | ||
is negotiated by delivery alone. | ||
(3) If the document's original terms run to the order | ||
of a named person and it is delivered to the named person, | ||
the effect is the same as if the document had been | ||
negotiated. | ||
(4) Negotiation of the document after it has been | ||
indorsed to a named person requires indorsement by the | ||
named person and delivery. | ||
(5) A document is duly negotiated if it is negotiated | ||
in the manner stated in this subsection to a holder that | ||
purchases it in good faith, without notice of any defense | ||
against or claim to it on the part of any person, and for | ||
value, unless it is established that the negotiation is not |
in the regular course of business or financing or involves | ||
receiving the document in settlement or payment of a | ||
monetary obligation. | ||
(b) The following rules apply to a negotiable electronic | ||
document of title: | ||
(1) If the document's original terms run to the order | ||
of a named person or to bearer, the document is negotiated | ||
by delivery of the document to another person. Indorsement | ||
by the named person is not required to negotiate the | ||
document. | ||
(2) If the document's original terms run to the order | ||
of a named person and the named person has control of the | ||
document, the effect is the same as if the document had | ||
been negotiated. | ||
(3) A document is duly negotiated if it is negotiated | ||
in the manner stated in this subsection to a holder that | ||
purchases it in good faith, without notice of any defense | ||
against or claim to it on the part of any person, and for | ||
value, unless it is established that the negotiation is not | ||
in the regular course of business or financing or involves | ||
taking delivery of the document in settlement or payment of | ||
a monetary obligation. | ||
(c) Indorsement of a nonnegotiable document of title | ||
neither makes it negotiable nor adds to the transferee's | ||
rights. | ||
(d) The naming in a negotiable bill of lading of a person |
to be notified of the arrival of the goods does not limit the | ||
negotiability of the bill or constitute notice to a purchaser | ||
of the bill of any interest of that person in the goods.
| ||
(1) A negotiable document of title running to the order of | ||
a named
person is negotiated by his indorsement and delivery. | ||
After his indorsement
in blank or to bearer any person can | ||
negotiate it by delivery alone.
| ||
(2) (a) A negotiable document of title is also negotiated | ||
by delivery
alone when by its original terms it runs to bearer;
| ||
(b) when a document running to the order of a named | ||
person is
delivered to him the effect is the same as if the | ||
document had been
negotiated.
| ||
(3) Negotiation of a negotiable document of title after it | ||
has been
indorsed to a specified person requires indorsement by | ||
the special indorsee
as well as delivery.
| ||
(4) A negotiable document of title is "duly negotiated" | ||
when it is
negotiated in the manner stated in this Section to a | ||
holder who purchases
it in good faith without notice of any | ||
defense against or claim to it on
the part of any person and | ||
for value, unless it is established that the
negotiation is not | ||
in the regular course of business or financing or
involves | ||
receiving the document in settlement or payment of a money
| ||
obligation.
| ||
(5) Indorsement of a non-negotiable document neither makes | ||
it negotiable
nor adds to the transferee's rights.
| ||
(6) The naming in a negotiable bill of a person to be |
notified of the
arrival of the goods does not limit the | ||
negotiability of the bill nor
constitute notice to a purchaser | ||
thereof of any interest of such person in
the goods.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-502) (from Ch. 26, par. 7-502)
| ||
Sec. 7-502. Rights acquired by due negotiation.
| ||
(a) Subject to Sections 7-205 and 7-503, a holder to which | ||
a negotiable document of title has been duly negotiated | ||
acquires thereby: | ||
(1) title to the document; | ||
(2) title to the goods; | ||
(3) all rights accruing under the law of agency or | ||
estoppel, including rights to goods delivered to the bailee | ||
after the document was issued; and | ||
(4) the direct obligation of the issuer to hold or | ||
deliver the goods according to the terms of the document | ||
free of any defense or claim by the issuer except those | ||
arising under the terms of the document or under this | ||
Article, but in the case of a delivery order, the bailee's | ||
obligation accrues only upon the bailee's acceptance of the | ||
delivery order and the obligation acquired by the holder is | ||
that the issuer and any indorser will procure the | ||
acceptance of the bailee. | ||
(b) Subject to Section 7-503, title and rights acquired by | ||
due negotiation are not defeated by any stoppage of the goods |
represented by the document of title or by surrender of the | ||
goods by the bailee and are not impaired even if: | ||
(1) the due negotiation or any prior due negotiation | ||
constituted a breach of duty; | ||
(2) any person has been deprived of possession of a | ||
negotiable tangible document or control of a negotiable | ||
electronic document by misrepresentation, fraud, accident, | ||
mistake, duress, loss, theft, or conversion; or | ||
(3) a previous sale or other transfer of the goods or | ||
document has been made to a third person.
| ||
(1) Subject to the following section and to the provisions | ||
of Section
7--205 on fungible goods, a holder to whom a | ||
negotiable document of title
has been duly negotiated acquires | ||
thereby:
| ||
(a) title to the document;
| ||
(b) title to the goods;
| ||
(c) all rights accruing under the law of agency or | ||
estoppel,
including rights to goods delivered to the bailee | ||
after the document was
issued; and
| ||
(d) the direct obligation of the issuer to hold or | ||
deliver the goods
according to the terms of the document free | ||
of any defense or claim by him
except those arising under the | ||
terms of the document or under this Article.
In the case of a | ||
delivery order the bailee's obligation accrues only upon
| ||
acceptance and the obligation acquired by the holder is that | ||
the issuer and
any indorser will procure the acceptance of the |
bailee.
| ||
(2) Subject to the following section, title and rights so | ||
acquired are
not defeated by any stoppage of the goods | ||
represented by the document or by
surrender of such goods by | ||
the bailee, and are not impaired even though the
negotiation or | ||
any prior negotiation constituted a breach of duty or even
| ||
though any person has been deprived of possession of the | ||
document by
misrepresentation, fraud, accident, mistake, | ||
duress, loss, theft or
conversion, or even though a previous | ||
sale or other transfer of the goods
or document has been made | ||
to a third person.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-503) (from Ch. 26, par. 7-503)
| ||
Sec. 7-503. Document of title to goods defeated in certain | ||
cases.
| ||
(a) A document of title confers no right in goods against a | ||
person that before issuance of the document had a legal | ||
interest or a perfected security interest in the goods and that | ||
did not: | ||
(1) deliver or entrust the goods or any document of | ||
title covering the goods to the bailor or the bailor's | ||
nominee with: | ||
(A) actual or apparent authority to ship, store, or | ||
sell; | ||
(B) power to obtain delivery under Section 7-403; |
or | ||
(C) power of disposition under Section 2-403, | ||
2A-304(2), 2A-305(2), 9-320, or 9-321(c) or other | ||
statute or rule of law; or | ||
(2) acquiesce in the procurement by the bailor or its | ||
nominee of any document. | ||
(b) Title to goods based upon an unaccepted delivery order | ||
is subject to the rights of any person to which a negotiable | ||
warehouse receipt or bill of lading covering the goods has been | ||
duly negotiated. That title may be defeated under Section 7-504 | ||
to the same extent as the rights of the issuer or a transferee | ||
from the issuer. | ||
(c) Title to goods based upon a bill of lading issued to a | ||
freight forwarder is subject to the rights of any person to | ||
which a bill issued by the freight forwarder is duly | ||
negotiated. However, delivery by the carrier in accordance with | ||
Part 4 pursuant to its own bill of lading discharges the | ||
carrier's obligation to deliver.
| ||
(1) A document of title confers no right in goods against a | ||
person who
before issuance of the document had a legal interest | ||
or a perfected
security interest in them and who neither
| ||
(a) delivered or entrusted them or any document of | ||
title covering
them to the bailor or his nominee with | ||
actual or apparent authority to
ship, store, or sell with | ||
power to obtain delivery under this Article
(Section | ||
7--403) or with power of disposition under this Act |
(Sections 2--403
and 9-320) or other statute or rule of | ||
law; nor
| ||
(b) acquiesced in the procurement by the bailor or his | ||
nominee of any
document of title.
| ||
(2) Title to goods based upon an unaccepted delivery order | ||
is subject to
the rights of anyone to whom a negotiable | ||
warehouse receipt or bill of
lading covering the goods has been | ||
duly negotiated. Such a title may be
defeated under the next | ||
section to the same extent as the right of the
issuer or a | ||
transferee from the issuer.
| ||
(3) Title to goods based upon a bill of lading issued to a | ||
freight
forwarder is subject to the rights of anyone to whom a | ||
bill issued by the
freight forwarder is duly negotiated; but | ||
delivery by the carrier in
accordance with Part 4 of this | ||
Article pursuant to its own bill of lading
discharges the | ||
carrier's obligation to deliver.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/7-504) (from Ch. 26, par. 7-504)
| ||
Sec. 7-504. Rights acquired in absence of due negotiation; | ||
effect of diversion; stoppage of delivery.
Rights acquired in | ||
the absence of due negotiation; effect of diversion;
seller's | ||
stoppage of delivery.
| ||
(a) A transferee of a document of title, whether negotiable | ||
or nonnegotiable, to which the document has been delivered but | ||
not duly negotiated, acquires the title and rights that its |
transferor had or had actual authority to convey. | ||
(b) In the case of a transfer of a nonnegotiable document | ||
of title, until but not after the bailee receives notice of the | ||
transfer, the rights of the transferee may be defeated: | ||
(1) by those creditors of the transferor which could | ||
treat the transfer as void under Section 2-402 or 2A-308; | ||
(2) by a buyer from the transferor in ordinary course | ||
of business if the bailee has delivered the goods to the | ||
buyer or received notification of the buyer's rights; | ||
(3) by a lessee from the transferor in ordinary course | ||
of business if the bailee has delivered the goods to the | ||
lessee or received notification of the lessee's rights; or | ||
(4) as against the bailee, by good-faith dealings of | ||
the bailee with the transferor. | ||
(c) A diversion or other change of shipping instructions by | ||
the consignor in a nonnegotiable bill of lading which causes | ||
the bailee not to deliver the goods to the consignee defeats | ||
the consignee's title to the goods if the goods have been | ||
delivered to a buyer in ordinary course of business or a lessee | ||
in ordinary course of business and, in any event, defeats the | ||
consignee's rights against the bailee. | ||
(d) Delivery of the goods pursuant to a nonnegotiable | ||
document of title may be stopped by a seller under Section | ||
2-705 or a lessor under Section 2A-526, subject to the | ||
requirements of due notification in those Sections. A bailee | ||
that honors the seller's or lessor's instructions is entitled |
to be indemnified by the seller or lessor against any resulting | ||
loss or expense.
| ||
(1) A transferee of a document, whether negotiable or | ||
non-negotiable, to
whom the document has been delivered but not | ||
duly negotiated, acquires the
title and rights which his | ||
transferor had or had actual authority to
convey.
| ||
(2) In the case of a non-negotiable document, until but not | ||
after the
bailee receives notification of the transfer, the | ||
rights of the transferee
may be defeated
| ||
(a) by those creditors of the transferor who could | ||
treat the sale as
void under Section 2--402; or
| ||
(b) by a buyer from the transferor in ordinary course | ||
of business if
the bailee has delivered the goods to the buyer | ||
or received notification of
his rights; or
| ||
(c) as against the bailee by good faith dealings of the | ||
bailee with
the transferor.
| ||
(3) A diversion or other change of shipping instructions by | ||
the
consignor in a non-negotiable bill of lading which causes | ||
the bailee not to
deliver to the consignee defeats the | ||
consignee's title to the goods if they
have been delivered to a | ||
buyer in ordinary course of business and in any
event defeats | ||
the consignee's rights against the bailee.
| ||
(4) Delivery pursuant to a non-negotiable document may be | ||
stopped by a
seller under Section 2--705, and subject to the | ||
requirement of due
notification there provided. A bailee | ||
honoring the seller's instructions is
entitled to be |
indemnified by the seller against any resulting loss or
| ||
expense.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-505) (from Ch. 26, par. 7-505)
| ||
Sec. 7-505. Indorser not a guarantor for other parties. The | ||
indorsement of a tangible document of title issued by a bailee | ||
does not make the indorser liable for any default by the bailee | ||
or previous indorsers.
| ||
The indorsement of a document of title issued by a bailee | ||
does not make
the indorser liable for any default by the bailee | ||
or by previous indorsers.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-506) (from Ch. 26, par. 7-506)
| ||
Sec. 7-506. Delivery without indorsement: right to compel | ||
indorsement. The transferee of a negotiable tangible document | ||
of title has a specifically enforceable right to have its | ||
transferor supply any necessary indorsement, but the transfer | ||
becomes a negotiation only as of the time the indorsement is | ||
supplied.
| ||
The transferee of a negotiable document of title has a | ||
specifically
enforceable right to have his transferor supply | ||
any necessary indorsement
but the transfer becomes a | ||
negotiation only as of the time the indorsement
is supplied.
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/7-507) (from Ch. 26, par. 7-507)
| ||
Sec. 7-507. Warranties on negotiation or delivery of | ||
document of title.
Warranties on negotiation or transfer of | ||
receipt or bill.
If a person negotiates or delivers a document | ||
of title for value, otherwise than as a mere intermediary under | ||
Section 7-508, unless otherwise agreed, the transferor, in | ||
addition to any warranty made in selling or leasing the goods, | ||
warrants to its immediate purchaser only that: | ||
(1) the document is genuine; | ||
(2) the transferor does not have knowledge of any fact | ||
that would impair the document's validity or worth; and | ||
(3) the negotiation or delivery is rightful and fully | ||
effective with respect to the title to the document and the | ||
goods it represents.
| ||
Where a person negotiates or transfers a document of title | ||
for value
otherwise than as a mere intermediary under the next | ||
following section,
then unless otherwise agreed he warrants to | ||
his immediate purchaser only in
addition to any warranty made | ||
in selling the goods
| ||
(a) that the document is genuine; and
| ||
(b) that he has no knowledge of any fact which would | ||
impair its
validity or worth; and
| ||
(c) that his negotiation or transfer is rightful and | ||
fully effective
with respect to the title to the document and | ||
the goods it represents.
|
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-508) (from Ch. 26, par. 7-508)
| ||
Sec. 7-508. Warranties of collecting bank as to documents | ||
of title.
Warranties of collecting bank as to documents.
A | ||
collecting bank or other intermediary known to be entrusted | ||
with documents of title on behalf of another or with collection | ||
of a draft or other claim against delivery of documents | ||
warrants by the delivery of the documents only its own good | ||
faith and authority even if the collecting bank or other | ||
intermediary has purchased or made advances against the claim | ||
or draft to be collected.
| ||
A collecting bank or other intermediary known to be | ||
entrusted with
documents on behalf of another or with | ||
collection of a draft or other claim
against delivery of | ||
documents warrants by such delivery of the documents
only its | ||
own good faith and authority. This rule applies even though the
| ||
intermediary has purchased or made advances against the claim | ||
or draft to
be collected.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-509) (from Ch. 26, par. 7-509)
| ||
Sec. 7-509. Adequate compliance with commercial contract.
| ||
Receipt or bill: when adequate compliance with commercial | ||
contract.
Whether a document of title is adequate to fulfill | ||
the obligations of a contract for sale, a contract for lease, |
or the conditions of a letter of credit is determined by | ||
Article 2, 2A, or 5.
| ||
The question whether a document is adequate to fulfill the | ||
obligations
of a contract for sale or the conditions of a | ||
credit is governed by the
Articles on Sales (Article 2) and on | ||
Letters of Credit (Article 5).
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/Art. 7 Pt. 6 heading) | ||
PART 6 .
| ||
WAREHOUSE RECEIPTS AND BILLS OF
| ||
LADING: MISCELLANEOUS PROVISIONS
| ||
(810 ILCS 5/7-601) (from Ch. 26, par. 7-601)
| ||
Sec. 7-601. Lost, stolen, or destroyed documents of title.
| ||
Lost
and missing documents.
| ||
(a) If a document of title is lost, stolen, or destroyed, a | ||
court may order delivery of the goods or issuance of a | ||
substitute document and the bailee may without liability to any | ||
person comply with the order. If the document was negotiable, a | ||
court may not order delivery of the goods or issuance of a | ||
substitute document without the claimant's posting security | ||
unless it finds that any person that may suffer loss as a | ||
result of nonsurrender of possession or control of the document | ||
is adequately protected against the loss. If the document was | ||
nonnegotiable, the court may require security. The court may |
also order payment of the bailee's reasonable costs and | ||
attorney's fees in any action under this subsection. | ||
(b) A bailee that, without a court order, delivers goods to | ||
a person claiming under a missing negotiable document of title | ||
is liable to any person injured thereby. If the delivery is not | ||
in good faith, the bailee is liable for conversion. Delivery in | ||
good faith is not conversion if the claimant posts security | ||
with the bailee in an amount at least double the value of the | ||
goods at the time of posting to indemnify any person injured by | ||
the delivery which files a notice of claim within one year | ||
after the delivery.
| ||
(1) If a document has been lost, stolen or destroyed, a | ||
court may order
delivery of the goods or issuance of a | ||
substitute document and the bailee
may without liability to any | ||
person comply with such order. If the document
was negotiable | ||
the claimant must post security approved by the court to
| ||
indemnify any person who may suffer loss as a result of | ||
non-surrender of
the document. If the document was not | ||
negotiable, such security may be
required at the discretion of | ||
the court. The court may also in its
discretion order payment | ||
of the bailee's reasonable costs and counsel fees.
| ||
(2) A bailee who without court order delivers goods to a | ||
person claiming
under a missing negotiable document is liable | ||
to any person injured
thereby, and if the delivery is not in | ||
good faith becomes liable for
conversion. Delivery in good | ||
faith is not conversion if made in accordance
with a filed |
classification or tariff or, where no classification or tariff
| ||
is filed, if the claimant posts security with the bailee in an | ||
amount at
least double the value of the goods at the time of | ||
posting to indemnify any
person injured by the delivery who | ||
files a notice of claim within one year
after the delivery.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-602) (from Ch. 26, par. 7-602)
| ||
Sec. 7-602. Judicial process against goods covered by | ||
negotiable document of title.
Attachment of goods covered by a | ||
negotiable document.
Unless a document of title was originally | ||
issued upon delivery of the goods by a person that did not have | ||
power to dispose of them, a lien does not attach by virtue of | ||
any judicial process to goods in the possession of a bailee for | ||
which a negotiable document of title is outstanding unless | ||
possession or control of the document is first surrendered to | ||
the bailee or the document's negotiation is enjoined. The | ||
bailee may not be compelled to deliver the goods pursuant to | ||
process until possession or control of the document is | ||
surrendered to the bailee or to the court. A purchaser of the | ||
document for value without notice of the process or injunction | ||
takes free of the lien imposed by judicial process.
| ||
Except where the document was originally issued upon | ||
delivery of the
goods by a person who had no power to dispose | ||
of them, no lien attaches by
virtue of any judicial process to | ||
goods in the possession of a bailee for
which a negotiable |
document of title is outstanding unless the document be
first | ||
surrendered to the bailee or its negotiation enjoined, and the | ||
bailee
shall not be compelled to deliver the goods pursuant to | ||
process until the
document is surrendered to him or impounded | ||
by the court. One who purchases
the document for value without | ||
notice of the process or injunction takes
free of the lien | ||
imposed by judicial process.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/7-603) (from Ch. 26, par. 7-603)
| ||
Sec. 7-603. Conflicting Claims; Interpleader. If more than | ||
one person claims title to or possession of the goods, the | ||
bailee is excused from delivery until the bailee has a | ||
reasonable time to ascertain the validity of the adverse claims | ||
or to commence an action for interpleader. The bailee may | ||
assert an interpleader either in defending an action for | ||
nondelivery of the goods or by original action.
| ||
If more than one person claims title or possession of the | ||
goods, the
bailee is excused from delivery until he has had a | ||
reasonable time to
ascertain the validity of the adverse claims | ||
or to bring an action to
compel all claimants to interplead and | ||
may compel such interpleader, either
in defending an action for | ||
non-delivery of the goods, or by original
action, whichever is | ||
appropriate.
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/Art. 7 Pt. 7 heading new)
| ||
PART 7 | ||
MISCELLANEOUS PROVISIONS | ||
(810 ILCS 5/7-701 new)
| ||
Sec. 7-701. Effective date. (Blank). | ||
(810 ILCS 5/7-702 new)
| ||
Sec. 7-702. Repeals. Section 10-104 of the Uniform | ||
Commercial Code is repealed. | ||
(810 ILCS 5/7-703 new)
| ||
Sec. 7-703. Applicability. This amendatory Act of the 95th | ||
General Assembly
applies to a document of title that is issued | ||
or a bailment that arises on or after the effective date of | ||
this amendatory Act of the 95th General Assembly. This | ||
amendatory Act of the 95th General Assembly does not apply to a | ||
document of title that is issued or a bailment that arises | ||
before the effective date of this amendatory Act of the 95th | ||
General Assembly even if the document of title or bailment | ||
would be subject to this amendatory Act of the 95th General | ||
Assembly if the document of title had been issued or bailment | ||
had arisen on or after the effective date of this amendatory | ||
Act of the 95th General Assembly. This amendatory Act of the | ||
95th General Assembly does not apply to a right of action that | ||
has accrued before the effective date of this amendatory Act of |
the 95th General Assembly. | ||
(810 ILCS 5/7-704 new)
| ||
Sec. 7-704. Savings clause. A document of title issued or a | ||
bailment that arises before the effective date of this | ||
amendatory Act of the 95th General Assembly and the rights, | ||
obligations, and interests flowing from that document or | ||
bailment are governed by any statute or other rule amended or | ||
repealed by this amendatory Act of the 95th General Assembly as | ||
if amendment or repeal had not occurred and may be terminated, | ||
completed, consummated, or enforced under that statute or other | ||
rule.
| ||
Section 15. The Uniform Commercial Code is amended by | ||
changing Sections 2-202, 2-208, 2A-207, 2A-501, 2A-518, | ||
2A-519, 2A-527, 2A-528, 3-103, 4A-105, 4A-106, 4A-204, and | ||
5-103 as follows:
| ||
(810 ILCS 5/2-202) (from Ch. 26, par. 2-202)
| ||
Sec. 2-202. Final written expression: parol or extrinsic | ||
evidence.
| ||
Terms with respect to which the confirmatory memoranda of | ||
the parties
agree or which are otherwise set forth in a writing | ||
intended by the parties
as a final expression of their | ||
agreement with respect to such terms as are
included therein | ||
may not be contradicted by evidence of any prior agreement
or |
of a contemporaneous oral agreement but may be explained or | ||
supplemented
| ||
(a) by course of performance, course of dealing , or | ||
usage of trade (Section 1-303
1--205 ) or by
course of | ||
performance (Section 2--208) ; and
| ||
(b) by evidence of consistent additional terms unless | ||
the court finds
the writing to have been intended also as a | ||
complete and exclusive
statement of the terms of the | ||
agreement.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-208) (from Ch. 26, par. 2-208)
| ||
Sec. 2-208. (Blank).
Course of performance or practical | ||
construction.
| ||
(1) Where the contract for sale involves repeated occasions | ||
for
performance by either party with knowledge of the nature of | ||
the performance
and opportunity for objection to it by the | ||
other, any course of performance
accepted or acquiesced in | ||
without objection shall be relevant to determine
the meaning of | ||
the agreement.
| ||
(2) The express terms of the agreement and any such course | ||
of
performance, as well as any course of dealing and usage of | ||
trade, shall be
construed whenever reasonable as consistent | ||
with each other; but when such
construction is unreasonable, | ||
express terms shall control course of
performance and course of | ||
performance shall control both course of dealing
and usage of |
trade (Section 1--205).
| ||
(3) Subject to the provisions of the next section on | ||
modification and
waiver, such course of performance shall be | ||
relevant to show a waiver or
modification of any term | ||
inconsistent with such course of performance.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2A-207) (from Ch. 26, par. 2A-207)
| ||
Sec. 2A-207. (Blank).
Course of performance or practical
| ||
construction.
| ||
(1) If a lease contract involves repeated occasions for
| ||
performance by either party with knowledge of the nature of the
| ||
performance and opportunity for objection to it by the other,
| ||
any course of performance accepted or acquiesced in without
| ||
objection is relevant to determine the meaning of the lease
| ||
agreement.
| ||
(2) The express terms of a lease agreement and any
course | ||
of performance, as well as any course of dealing and
usage of | ||
trade, must be construed whenever reasonable as
consistent with | ||
each other; but if that construction is
unreasonable, express | ||
terms control course of performance,
course of performance | ||
controls both course of dealing and usage
of trade, and course | ||
of dealing controls usage of trade.
| ||
(3) Subject to the provisions of Section 2A-208 on
| ||
modification and waiver, course of performance is relevant to
| ||
show a waiver or modification of any term inconsistent with the
|
course of performance.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-501) (from Ch. 26, par. 2A-501)
| ||
Sec. 2A-501. Default; procedure.
| ||
(1) Whether the lessor or the lessee is in default under a
| ||
lease contract is determined by the lease agreement and this
| ||
Article.
| ||
(2) If the lessor or the lessee is in default under the
| ||
lease contract, the party seeking enforcement has rights and
| ||
remedies as provided in this Article and, except as limited by
| ||
this Article, as provided in the lease agreement.
| ||
(3) If the lessor or the lessee is in default under the
| ||
lease contract, the party seeking enforcement may reduce the
| ||
party's claim to judgment, or otherwise enforce the lease
| ||
contract by self-help or any available judicial procedure or
| ||
nonjudicial procedure, including administrative proceeding,
| ||
arbitration, or the like, in accordance with this Article.
| ||
(4) Except as otherwise provided in Section 1-305(a)
| ||
1-106(1) or this Article or
the lease agreement, the rights and | ||
remedies referred to in subsections (2)
and (3) are cumulative.
| ||
(5) If the lease agreement covers both real property and
| ||
goods, the party seeking enforcement may proceed under this
| ||
Part as to the goods, or under other applicable law as to both
| ||
the real property and the goods in accordance with that party's
| ||
rights and remedies in respect of the real property, in which
|
case this Part does not apply.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-518) (from Ch. 26, par. 2A-518)
| ||
Sec. 2A-518. Cover; substitute goods.
| ||
(1) After a default by a lessor under the lease contract
of | ||
the type described in Section 2A-508(1), or, if agreed, after | ||
other
default by the lessor, the lessee may cover by making any | ||
purchase or lease
of or contract to purchase or lease goods in | ||
substitution for those due
from the lessor.
| ||
(2) Except as otherwise provided with respect to damages | ||
liquidated in
the lease agreement (Section 2A-504) or otherwise | ||
determined pursuant to
agreement of the parties (Sections 1-302
| ||
1-102(3) and 2A-503), if a lessee's
cover is by a lease | ||
agreement substantially similar to the original lease
| ||
agreement and the new lease agreement is made in good faith and | ||
in a
commercially reasonable manner, the lessee may recover
| ||
from the lessor as damages (i) the present value, as of the | ||
date
of the commencement of the term of the new lease | ||
agreement, of the rent under
the new lease agreement applicable | ||
to that period of the new lease
term which is comparable to the | ||
then remaining term of the original lease
agreement minus the | ||
present value as of the same date of the total rent for the
| ||
then remaining lease term of the original lease agreement, and | ||
(ii) any
incidental or consequential damages, less expenses | ||
saved in
consequence of the lessor's default.
|
(3) If a lessee's cover is by lease agreement that for any | ||
reason does
not qualify for treatment under subsection (2), or | ||
is by purchase or
otherwise, the lessee may recover from the | ||
lessor as if the lessee had
elected not to cover and Section | ||
2A-519 governs.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-519) (from Ch. 26, par. 2A-519)
| ||
Sec. 2A-519. Lessee's damages for nondelivery, | ||
repudiation, default, and
breach of warranty in regard to | ||
accepted goods.
| ||
(1) Except as otherwise provided with respect to damages | ||
liquidated in the
lease agreement (Section 2A-504) or otherwise | ||
determined pursuant to
agreement of the parties (Sections 1-302
| ||
1-102(3) and 2A-503), if a lessee elects
not to cover or a | ||
lessee elects to cover and the cover is by lease
agreement that | ||
for any reason does not qualify for treatment under Section
| ||
2A-518(2), or is by purchase or otherwise, the measure of | ||
damages for
nondelivery or repudiation by the lessor or for | ||
rejection or revocation of
acceptance by the lessee is the | ||
present value, as of the date of the
default, of the then | ||
market rent minus the present value as of the same
date of the | ||
original rent, computed for the remaining lease term of the
| ||
original lease agreement, together with incidental and | ||
consequential
damages, less expenses saved in consequence of | ||
the lessor's default.
|
(2) Market rent is to be determined as of the place for
| ||
tender or, in cases of rejection after arrival or revocation of
| ||
acceptance, as of the place of arrival.
| ||
(3) Except as otherwise agreed, if the lessee has accepted | ||
goods and
given notification (Section 2A-516(3)), the measure | ||
of damages for
nonconforming tender or delivery or other | ||
default by a lessor is the loss
resulting in the ordinary | ||
course of events from the lessor's
default as determined in any | ||
manner that is reasonable together
with incidental and | ||
consequential damages, less expenses saved
in consequence of | ||
the lessor's default.
| ||
(4) Except as otherwise agreed, the measure of damages for | ||
breach of
warranty is the present value at the time and place | ||
of acceptance of the
difference between the value of the use of | ||
the goods accepted and the value
if they had been as warranted | ||
for the lease term, unless special
circumstances show proximate | ||
damages of a different amount, together with
incidental and | ||
consequential damages, less expenses saved in consequence of
| ||
the lessor's default or breach of warranty.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-527) (from Ch. 26, par. 2A-527)
| ||
Sec. 2A-527. Lessor's rights to dispose of goods.
| ||
(1) After a default by a lessee under the lease contract
of | ||
the type described in Section 2A-523(1) or 2A-523(3)(a) or | ||
after the
lessor refuses to deliver or takes possession of |
goods (Section 2A-525 or
2A-526), or, if agreed, after other | ||
default by a lessee, the lessor may
dispose of the goods | ||
concerned or the undelivered balance thereof by lease,
sale, or | ||
otherwise.
| ||
(2) Except as otherwise provided with respect to damages | ||
liquidated in
the lease agreement (Section 2A-504) or otherwise | ||
determined pursuant to
agreement of the parties (Sections 1-302
| ||
1-102(3) and 2A-503), if the disposition
is by lease agreement | ||
substantially similar to the original lease agreement
and the | ||
new lease agreement is made in good faith and in a commercially
| ||
reasonable manner, the lessor may recover from the lessee as | ||
damages (i)
accrued and unpaid rent as of the date of the | ||
commencement of the term of
the new lease agreement, (ii) the | ||
present value, as of the same date, of
the total rent for the | ||
then remaining lease term of the original lease
agreement minus | ||
the present value, as of the same date, of the rent under
the | ||
new lease agreement applicable to that period of the new lease | ||
term
which is comparable to the then remaining term of the | ||
original lease
agreement, and (iii) any incidental damages | ||
allowed under Section 2A-530,
less expenses saved in | ||
consequence of the lessee's default.
| ||
(3) If the lessor's disposition is by lease agreement that | ||
for
any reason does not qualify for treatment under subsection | ||
(2),
or is by sale or otherwise, the lessor may recover from | ||
the
lessee as if the lessor had elected not to dispose of the | ||
goods
and Section 2A-528 governs.
|
(4) A subsequent buyer or lessee who buys or leases
from | ||
the lessor in good faith for value as a result of a
disposition | ||
under this Section takes the goods free of the
original lease | ||
contract and any rights of the original lessee even
though the | ||
lessor fails to comply with one or more of the
requirements of | ||
this Article.
| ||
(5) The lessor is not accountable to the lessee for any
| ||
profit made on any disposition. A lessee who has rightfully
| ||
rejected or justifiably revoked acceptance shall account to the
| ||
lessor for any excess over the amount of the lessee's security
| ||
interest (Section 2A-508(5)).
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-528) (from Ch. 26, par. 2A-528)
| ||
Sec. 2A-528. Lessor's damages for nonacceptance, failure | ||
to pay,
repudiation, or other default.
| ||
(1) Except as otherwise provided with respect to damages | ||
liquidated in
the lease agreement (Section 2A-504) or otherwise | ||
determined pursuant to
agreement of the parties (Sections 1-302
| ||
1-102(3) and 2A-503), if a lessor elects
to retain the goods or | ||
a lessor elects to dispose of the goods
and the disposition is | ||
by lease agreement that for any reason does
not qualify for | ||
treatment under Section 2A-527(2), or is by sale
or otherwise, | ||
the lessor may recover from the lessee as damages
for a default | ||
of the type described in Section 2A-523(1) or 2A-523(3)(a)
or, | ||
if agreed, for other default of the lessee, (i) accrued and
|
unpaid rent as of the date of default if the lessee has never | ||
taken
possession of the goods, or, if the lessee has taken | ||
possession of the
goods, as of the date the lessor repossesses | ||
the goods or an earlier date
on which the lessee makes a tender | ||
of the goods to the lessor, (ii) the
present value as of the | ||
date determined under clause (i) of the total rent
for the then | ||
remaining lease term of the original lease agreement minus the
| ||
present value as of the same date of the market rent at the | ||
place where the
goods are located computed for the same lease | ||
term, and (iii) any
incidental damages allowed under Section | ||
2A-530, less expenses saved in
consequence of the lessee's | ||
default.
| ||
(2) If the measure of damages provided in subsection (1) is | ||
inadequate
to put a lessor in as good a position as performance | ||
would have, the
measure of damages is the present value of the | ||
profit, including reasonable
overhead, the lessor would have | ||
made from full performance by the lessee,
together with any | ||
incidental damages allowed under Section 2A-530, due
allowance | ||
for costs reasonably incurred and due credit for payments or
| ||
proceeds of disposition.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/3-103) (from Ch. 26, par. 3-103)
| ||
Sec. 3-103. Definitions.
| ||
(a) In this Article:
| ||
(1) "Acceptor" means a drawee that has accepted a |
draft.
| ||
(2) "Drawee" means a person ordered in a draft to make | ||
payment.
| ||
(3) "Drawer" means a person who signs or is identified
| ||
in a draft as a person ordering payment.
| ||
(4)
"Good faith" means honesty in fact and the | ||
observance of
reasonable commercial standards of fair | ||
dealing.
| ||
(5) "Maker" means a person who signs or is identified
| ||
in a note as a person undertaking to pay.
| ||
(6) "Order" means a written instruction to pay money | ||
signed by the
person giving the instruction. The | ||
instruction may be addressed to any
person, including the | ||
person giving the instruction, or to one or more
persons | ||
jointly or in the alternative but not in succession. An
| ||
authorization to pay is not an order unless the person | ||
authorized to pay is
also instructed to pay.
| ||
(7) "Ordinary care" in the case of a person engaged in | ||
business means
observance of reasonable commercial | ||
standards, prevailing in the area in
which the person is | ||
located with respect to the business in which the
person is | ||
engaged. In the case of a bank that takes an instrument for
| ||
processing for collection or payment by automated means, | ||
reasonable
commercial standards do not require the bank to | ||
examine the instrument if
the failure to examine does not | ||
violate the bank's prescribed procedures
and the bank's |
procedures do not vary unreasonably from general banking
| ||||||||||||||||||||||||||
usage not disapproved by this Article or Article 4.
| ||||||||||||||||||||||||||
(8) "Party" means a party to an instrument.
| ||||||||||||||||||||||||||
(9) "Promise" means a written undertaking to pay money | ||||||||||||||||||||||||||
signed by the
person undertaking to pay. An acknowledgment | ||||||||||||||||||||||||||
of an obligation by the
obligor is not a promise unless the | ||||||||||||||||||||||||||
obligor also undertakes to pay the
obligation.
| ||||||||||||||||||||||||||
(10) "Prove" with respect to a fact means to meet the | ||||||||||||||||||||||||||
burden of
establishing the fact (Section 1-201 (b) (8)).
| ||||||||||||||||||||||||||
(11) "Remitter" means a person that purchases an | ||||||||||||||||||||||||||
instrument from its
issuer if the instrument is payable to | ||||||||||||||||||||||||||
an identified person other than
the purchaser.
| ||||||||||||||||||||||||||
(b) Other definitions applying to this Article and the | ||||||||||||||||||||||||||
Sections in which
they appear are:
| ||||||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||||
(Source: P.A. 87-582; 87-1135.)
| ||||||||||||||||||||||||||
(810 ILCS 5/4A-105) (from Ch. 26, par. 4A-105)
| ||||||||||||||||||||||||||
Sec. 4A-105. Other definitions.
| ||||||||||||||||||||||||||
(a) In this Article:
| ||||||||||||||||||||||||||
(1) "Authorized account" means a deposit account of a | ||||||||||||||||||||||||||
customer in a bank
designated by the customer as a source | ||||||||||||||||||||||||||
of payment of payment orders issued
by the customer to the | ||||||||||||||||||||||||||
bank. If a customer does not so designate an
account, any | ||||||||||||||||||||||||||
account of the customer is an authorized account if payment | ||||||||||||||||||||||||||
of
a payment order from that account is not inconsistent | ||||||||||||||||||||||||||
with a restriction on
the use of that account.
| ||||||||||||||||||||||||||
(2) "Bank" means a person engaged in the business of | ||||||||||||||||||||||||||
banking and
includes a savings bank, savings and loan |
association, credit union, and
trust company. A branch or | ||||||||
separate office of a bank is a separate bank
for purposes | ||||||||
of this Article.
| ||||||||
(3) "Customer" means a person, including a bank, having | ||||||||
an account with
a bank or from whom a bank has agreed to | ||||||||
receive payment orders.
| ||||||||
(4) "Funds transfer business day" of a receiving bank | ||||||||
means the part of
a day during which the receiving bank is | ||||||||
open for the receipt, processing,
and transmittal of | ||||||||
payment orders and cancellations and amendments of payment
| ||||||||
orders.
| ||||||||
(5) "Funds transfer system" means a wire transfer | ||||||||
network, automated
clearinghouse, or other communication | ||||||||
system of a clearing house or other
association of banks | ||||||||
through which a payment order by a bank may be
transmitted | ||||||||
to the bank to which the order is addressed.
| ||||||||
(6)
"Good faith" means honesty in fact and the | ||||||||
observance of reasonable
commercial standards of fair | ||||||||
dealing.
| ||||||||
(7) "Prove" with respect to a fact means to meet the | ||||||||
burden of
establishing the fact (Section 1-201 (b) (8)).
| ||||||||
(b) Other definitions applying to this Article and the | ||||||||
Sections in which
they appear are:
| ||||||||
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
(d) In addition, Article 1 contains general definitions and | ||||||||||||||||||||||||||||||||||||||||||||||||
principles of
construction and interpretation applicable | ||||||||||||||||||||||||||||||||||||||||||||||||
throughout this Article.
|
(Source: P.A. 86-1291 .)
| ||
(810 ILCS 5/4A-106) (from Ch. 26, par. 4A-106)
| ||
Sec. 4A-106. Time payment order is received.
| ||
(a) The time of receipt of a payment order or communication | ||
cancelling
or amending a payment order is determined by the | ||
rules applicable to
receipt of a notice stated in Section 1-202
| ||
1-201(27) . A receiving bank may fix
a cut-off time or times on | ||
a funds transfer business day for the receipt
and processing of | ||
payment orders and communications cancelling or amending
| ||
payment orders. Different cut-off times may apply to payment | ||
orders,
cancellations, or amendments, or to different | ||
categories of payment orders,
cancellations, or amendments. A | ||
cut-off time may apply to senders
generally or different | ||
cut-off times may apply to different senders or
categories of | ||
payment orders. If a payment order or communication
cancelling | ||
or amending a payment order is received after the close of a
| ||
funds transfer business day or after the appropriate cut-off | ||
time on a
funds transfer business day, the receiving bank may | ||
treat the payment
order or communication as received at the | ||
opening of the next funds
transfer business day.
| ||
(b) If this Article refers to an execution date or payment | ||
date or
states a day on which a receiving bank is required to | ||
take action, and the
date or day does not fall on a funds | ||
transfer business day, the next day
that is a funds transfer | ||
business day is treated as the date or day stated,
unless the |
contrary is stated in this Article.
| ||
(Source: P.A. 86-1291.)
| ||
(810 ILCS 5/4A-204) (from Ch. 26, par. 4A-204)
| ||
Sec. 4A-204. Refund of payment and duty of customer to | ||
report with
respect to an unauthorized payment order.
| ||
(a) If a receiving bank accepts a payment order issued
in | ||
the name of its customer as sender which is (i) not authorized | ||
and not
effective as the order of the customer under Section | ||
4A-202, or (ii) not
enforceable, in whole or in part, against | ||
the customer under Section
4A-203, the bank shall refund any | ||
payment of the payment order received
from the customer to the | ||
extent the bank is not entitled to enforce payment
and shall | ||
pay interest on the refundable amount calculated from the date
| ||
the bank received payment to the date of the refund. However, | ||
the customer
is not entitled to interest from the bank on the | ||
amount to be refunded if
the customer fails to exercise | ||
ordinary care to determine that the order
was not authorized by | ||
the customer and to notify the bank of the relevant
facts | ||
within a reasonable time not exceeding 90 days after the date | ||
the
customer received notification from the bank that the order | ||
was accepted or
that the customer's account was debited with | ||
respect to the order. The
bank is not entitled to any recovery | ||
from the customer on account of a
failure by the customer to | ||
give notification as stated in this Section.
| ||
(b) Reasonable time under subsection (a) may be fixed by |
agreement as
stated in Section 1-302(b)
1-204(1) , but the | ||
obligation of a receiving bank to
refund payment as stated in | ||
subsection (a) may not otherwise be varied
by agreement.
| ||
(Source: P.A. 90-655, eff. 7-30-98.)
| ||
(810 ILCS 5/5-103) (from Ch. 26, par. 5-103)
| ||
Sec. 5-103. Scope.
| ||
(a) This Article applies to letters of credit and to | ||
certain rights and
obligations arising out of transactions | ||
involving letters of credit.
| ||
(b) The statement of a rule in this Article does not by | ||
itself require,
imply, or negate application of the same or a | ||
different rule to a situation not
provided for, or to a person | ||
not specified, in this Article.
| ||
(c) With the exception of this subsection, subsections (a) | ||
and (d),
Sections 5-102(a)(9) and (10), 5-106(d), and 5-114(d), | ||
and except to the
extent prohibited in Sections 1-302
1-102(3) | ||
and 5-117(d), the effect of this Article
may be varied by | ||
agreement or by a provision stated or incorporated by
reference | ||
in an undertaking. A term in an agreement or undertaking
| ||
generally excusing liability or generally limiting remedies | ||
for failure to
perform obligations is not sufficient to vary | ||
obligations prescribed by this
Article.
| ||
(d) Rights and obligations of an issuer to a beneficiary or | ||
a
nominated person under a letter of credit are independent of | ||
the existence,
performance, or nonperformance of a contract or |
arrangement out of which
the letter of credit arises or which | ||
underlies it, including contracts or
arrangements between the | ||
issuer and the applicant and between the
applicant and the | ||
beneficiary.
| ||
(Source: P.A. 89-534, eff. 1-1-97.)
| ||
Section 20. The Uniform Commercial Code is amended by | ||
changing Sections 2-103, 2-104, 2-310, 2-323, 2-401, 2-503, | ||
2-505, 2-506, 2-509, 2-605, 2-705, 2A-103, 2A-514, 2A-526, | ||
4-104, 4-210, 8-103, 9-102, 9-203, 9-207, 9-208, 9-301, 9-310, | ||
9-312, 9-313, 9-314, 9-317, 9-338, and 9-601 as follows:
| ||
(810 ILCS 5/2-103) (from Ch. 26, par. 2-103)
| ||
Sec. 2-103. Definitions and index of definitions.
| ||
(1) In this Article unless the context otherwise requires
| ||
(a) "Buyer" means a person who buys or contracts to buy | ||
goods.
| ||
(b) "Good faith" in the case of a merchant means | ||
honesty in fact and
the observance of reasonable commercial | ||
standards of fair dealing in the
trade.
| ||
(c) "Receipt" of goods means taking physical | ||
possession of them.
| ||
(d) "Seller" means a person who sells or contracts to | ||
sell goods.
| ||
(2) Other definitions applying to this Article or to | ||
specified Parts
thereof, and the sections in which they appear |
are:
| ||
"Acceptance". Section 2--606.
| ||
"Banker's credit". Section 2--325.
| ||
"Between merchants". Section 2--104.
| ||
"Cancellation". Section 2--106(4).
| ||
"Commercial unit". Section 2--105.
| ||
"Confirmed credit". Section 2--325.
| ||
"Conforming to contract". Section 2--106.
| ||
"Contract for sale". Section 2--106.
| ||
"Cover". Section 2--712.
| ||
"Entrusting". Section 2--403.
| ||
"Financing agency". Section 2--104.
| ||
"Future goods". Section 2--105.
| ||
"Goods". Section 2--105.
| ||
"Identification". Section 2--501.
| ||
"Installment contract". Section 2--612.
| ||
"Letter of Credit". Section 2--325.
| ||
"Lot". Section 2--105.
| ||
"Merchant". Section 2--104.
| ||
"Overseas". Section 2--323.
| ||
"Person in position of seller". Section 2--707.
| ||
"Present sale". Section 2--106.
| ||
"Sale". Section 2--106.
| ||
"Sale on approval". Section 2--326.
| ||
"Sale or return". Section 2--326.
| ||
"Termination". Section 2--106.
|
(3) "Control" as provided in Section 7-106 and the
The
| ||
following definitions in other Articles apply to this Article:
| ||
"Check". Section 3--104.
| ||
"Consignee". Section 7--102.
| ||
"Consignor". Section 7--102.
| ||
"Consumer goods". Section 9-102.
| ||
"Dishonor". Section 3-502.
| ||
"Draft". Section 3--104.
| ||
(4) In addition Article 1 contains general definitions and | ||
principles of
construction and interpretation applicable | ||
throughout this Article.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/2-104) (from Ch. 26, par. 2-104)
| ||
Sec. 2-104. Definitions. "merchant"; "between merchants"; | ||
"financing agency".
| ||
(1) "Merchant" means a person who deals in goods of the | ||
kind or
otherwise by his occupation holds himself out as having | ||
knowledge or skill
peculiar to the practices or goods involved | ||
in the transaction or to whom
such knowledge or skill may be | ||
attributed by his employment of an agent or
broker or other | ||
intermediary who by his occupation holds himself out as
having | ||
such knowledge or skill.
| ||
(2) "Financing agency" means a bank, finance company or | ||
other person who
in the ordinary course of business makes | ||
advances against goods or
documents of title or who by |
arrangement with either the seller or the
buyer intervenes in | ||
ordinary course to make or collect payment due or
claimed under | ||
the contract for sale, as by purchasing or paying the
seller's | ||
draft or making advances against it or by merely taking it for
| ||
collection whether or not documents of title accompany or are | ||
associated with the draft.
"Financing agency" includes also a | ||
bank or other person who similarly
intervenes between persons | ||
who are in the position of seller and buyer in
respect to the | ||
goods (Section 2--707).
| ||
(3) "Between merchants" means in any transaction with | ||
respect to which
both parties are chargeable with the knowledge | ||
or skill of merchants.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-310) (from Ch. 26, par. 2-310)
| ||
Sec. 2-310. Open
time for payment or running of credit | ||
authority to ship under reservation.
| ||
Unless otherwise agreed
| ||
(a) payment is due at the time and place at which the | ||
buyer is to
receive the goods even though the place of shipment | ||
is the place of
delivery; and
| ||
(b) if the seller is authorized to send the goods he | ||
may ship them
under reservation, and may tender the documents | ||
of title, but the buyer may
inspect the goods after their | ||
arrival before payment is due unless such
inspection is | ||
inconsistent with the terms of the contract (Section 2--513);
|
and
| ||
(c) if delivery is authorized and made by way of | ||
documents of title
otherwise than by subsection (b) then | ||
payment is due regardless of where the goods are to be received | ||
(i) at the time and place
at which the buyer is to receive | ||
delivery of the tangible documents or (ii) at the time the | ||
buyer is to receive delivery of the electronic documents and at | ||
the seller's place of business or if none, the seller's | ||
residence
regardless of where the
goods are to be received ; and
| ||
(d) where the seller is required or authorized to ship | ||
the goods on
credit the credit period runs from the time of | ||
shipment but post-dating the
invoice or delaying its dispatch | ||
will correspondingly delay the starting of
the credit period.
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-323) (from Ch. 26, par. 2-323)
| ||
Sec. 2-323. Form
of bill of lading required in overseas | ||
shipment; "overseas."
| ||
(1) Where the contract contemplates overseas shipment and | ||
contains a
term C.I.F. or C. & F. or F.O.B. vessel, the seller | ||
unless otherwise agreed
must obtain a negotiable bill of lading | ||
stating that the goods have been
loaded on board or, in the | ||
case of a term C.I.F. or C. & F., received for
shipment.
| ||
(2) Where in a case within subsection (1) a tangible bill | ||
of lading has been
issued in a set of parts, unless otherwise | ||
agreed if the documents are not
to be sent from abroad the |
buyer may demand tender of the full set;
otherwise only one | ||
part of the bill of lading need be tendered. Even if the
| ||
agreement expressly requires a full set
| ||
(a) due tender of a single part is acceptable within | ||
the provisions
of this Article on cure of improper delivery | ||
(subsection (1) of Section 2-508;
and
| ||
(b) even though the full set is demanded, if the | ||
documents are sent
from abroad the person tendering an | ||
incomplete set may nevertheless require
payment upon | ||
furnishing an indemnity which the buyer in good faith deems
| ||
adequate.
| ||
(3) A shipment by water or by air or a contract | ||
contemplating such
shipment is "overseas" insofar as by usage | ||
of trade or agreement it is
subject to the commercial, | ||
financing or shipping practices characteristic
of | ||
international deep water commerce.
| ||
(Source: Laws 1961, p. 2101 .)
| ||
(810 ILCS 5/2-401) (from Ch. 26, par. 2-401)
| ||
Sec. 2-401. Passing of title; reservation for security; | ||
limited application of this
section.
| ||
Each provision of this Article with regard to the rights, | ||
obligations
and remedies of the seller, the buyer, purchasers | ||
or other third parties
applies irrespective of title to the | ||
goods except where the provision
refers to such title. Insofar | ||
as situations are not covered by the other
provisions of this |
Article and matters concerning title become material the
| ||
following rules apply:
| ||
(1) Title to goods cannot pass under a contract for sale | ||
prior to their
identification to the contract (Section 2--501), | ||
and unless otherwise
explicitly agreed the buyer acquires by | ||
their identification a special
property as limited by this Act. | ||
Any retention or reservation by the seller
of the title | ||
(property) in goods shipped or delivered to the buyer is
| ||
limited in effect to a reservation of a security interest. | ||
Subject to these
provisions and to the provisions of the | ||
Article on Secured Transactions
(Article 9), title to goods | ||
passes from the seller to the buyer in any
manner and on any | ||
conditions explicitly agreed on by the parties.
| ||
(2) Unless otherwise explicitly agreed title passes to the | ||
buyer at the
time and place at which the seller completes his | ||
performance with reference
to the physical delivery of the | ||
goods, despite any reservation of a
security interest and even | ||
though a document of title is to be delivered at
a different | ||
time or place; and in particular and despite any reservation of
| ||
a security interest by the bill of lading
| ||
(a) if the contract requires or authorizes the seller | ||
to send the
goods to the buyer but does not require him to | ||
deliver them at destination,
title passes to the buyer at the | ||
time and place of shipment; and
| ||
(b) if the contract requires delivery at destination, | ||
title passes on
tender there.
|
(3) Unless otherwise explicitly agreed where delivery is to | ||
be made
without moving the goods,
| ||
(a) if the seller is to deliver a tangible document of | ||
title, title passes at
the time when and the place where he | ||
delivers such documents and if the seller is to deliver an | ||
electronic document of title, title passes when the seller | ||
delivers the document ; or
| ||
(b) if the goods are at the time of contracting already | ||
identified
and no documents of title are to be delivered, title | ||
passes at the time and place of
contracting.
| ||
(4) A rejection or other refusal by the buyer to receive or | ||
retain the
goods, whether or not justified, or a justified | ||
revocation of acceptance
revests title to the goods in the | ||
seller. Such revesting occurs by
operation of law and is not a | ||
"sale".
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-503) (from Ch. 26, par. 2-503)
| ||
Sec. 2-503. Manner of seller's tender of delivery.
| ||
(1) Tender of delivery requires that the seller put and | ||
hold conforming
goods at the buyer's disposition and give the | ||
buyer any notification
reasonably necessary to enable him to | ||
take delivery. The manner, time and
place for tender are | ||
determined by the agreement and this Article, and in
particular
| ||
(a) tender must be at a reasonable hour, and if it is | ||
of goods they
must be kept available for the period reasonably |
necessary to enable the
buyer to take possession; but
| ||
(b) unless otherwise agreed the buyer must furnish | ||
facilities
reasonably suited to the receipt of the goods.
| ||
(2) Where the case is within the next section respecting | ||
shipment tender
requires that the seller comply with its | ||
provisions.
| ||
(3) Where the seller is required to deliver at a particular | ||
destination
tender requires that he comply with subsection (1) | ||
and also in any
appropriate case tender documents as described | ||
in subsections (4) and (5)
of this Section.
| ||
(4) Where goods are in the possession of a bailee and are | ||
to be
delivered without being moved
| ||
(a) tender requires that the seller either tender a | ||
negotiable
document of title covering such goods or procure | ||
acknowledgment by the
bailee of the buyer's right to possession | ||
of the goods; but
| ||
(b) tender to the buyer of a non-negotiable document of | ||
title or of a
record directing
written direction to the bailee | ||
to deliver is sufficient tender unless the
buyer seasonably | ||
objects, and except as otherwise provided in Article 9 receipt | ||
by the bailee of notification of the
buyer's rights fixes those | ||
rights as against the bailee and all third
persons; but risk of | ||
loss of the goods and of any failure by the bailee to
honor the | ||
non-negotiable document of title or to obey the direction | ||
remains
on the seller until the buyer has had a reasonable time | ||
to present the
document or direction, and a refusal by the |
bailee to honor the document or
to obey the direction defeats | ||
the tender.
| ||
(5) Where the contract requires the seller to deliver | ||
documents
| ||
(a) he must tender all such documents in correct form, | ||
except as
provided in this Article with respect to bills of | ||
lading in a set
(subsection (2) of Section 2--323; and
| ||
(b) tender through customary banking channels is | ||
sufficient and
dishonor of a draft accompanying or associated | ||
with the documents constitutes non-acceptance
or rejection.
| ||
(Source: Laws 1961, 1st SS., p. 7.)
| ||
(810 ILCS 5/2-505) (from Ch. 26, par. 2-505)
| ||
Sec. 2-505. Seller's shipment under reservation.
| ||
(1) Where the seller has identified goods to the contract | ||
by or before
shipment:
| ||
(a) his procurement of a negotiable bill of lading to | ||
his own order
or otherwise reserves in him a security interest | ||
in the goods. His
procurement of the bill to the order of a | ||
financing agency or of the buyer
indicates in addition only the | ||
seller's expectation of transferring that
interest to the | ||
person named.
| ||
(b) a non-negotiable bill of lading to himself or his | ||
nominee
reserves possession of the goods as security but except | ||
in a case of
conditional delivery (subsection (2) of Section | ||
2--507 a non-negotiable
bill of lading naming the buyer as |
consignee reserves no security interest
even though the seller | ||
retains possession or control of the bill of lading.
| ||
(2) When shipment by the seller with reservation of a | ||
security interest
is in violation of the contract for sale it | ||
constitutes an improper
contract for transportation within the | ||
preceding section but impairs
neither the rights given to the | ||
buyer by shipment and identification of the
goods to the | ||
contract nor the seller's powers as a holder of a negotiable
| ||
document of title .
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-506) (from Ch. 26, par. 2-506)
| ||
Sec. 2-506. Rights of financing agency.
| ||
(1) A financing agency by paying or purchasing for value a | ||
draft which
relates to a shipment of goods acquires to the | ||
extent of the payment or
purchase and in addition to its own | ||
rights under the draft and any document
of title securing it | ||
any rights of the shipper in the goods including the
right to | ||
stop delivery and the shipper's right to have the draft honored | ||
by
the buyer.
| ||
(2) The right to reimbursement of a financing agency which | ||
has in good
faith honored or purchased the draft under | ||
commitment to or authority from
the buyer is not impaired by | ||
subsequent discovery of defects with reference
to any relevant | ||
document which was apparently regular on its face .
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/2-509) (from Ch. 26, par. 2-509)
| ||
Sec. 2-509. Risk
of loss in the absence of breach.
| ||
(1) Where the contract requires or authorizes the seller to | ||
ship the
goods by carrier
| ||
(a) if it does not require him to deliver them at a | ||
particular
destination, the risk of loss passes to the buyer | ||
when the goods are duly
delivered to the carrier even though | ||
the shipment is under reservation
(Section 2--505); but
| ||
(b) if it does require him to deliver them at a | ||
particular
destination and the goods are there duly tendered | ||
while in the possession
of the carrier, the risk of loss passes | ||
to the buyer when the goods are
there duly so tendered as to | ||
enable the buyer to take delivery.
| ||
(2) Where the goods are held by a bailee to be delivered | ||
without being
moved, the risk of loss passes to the buyer
| ||
(a) on his receipt of possession or control of a | ||
negotiable document of title covering the
goods; or
| ||
(b) on acknowledgment by the bailee of the buyer's | ||
right to
possession of the goods; or
| ||
(c) after his receipt of possession or control of a | ||
non-negotiable document of title or other
written direction to | ||
deliver in a record , as provided in subsection (4) (b) of | ||
Section
2--503.
| ||
(3) In any case not within subsection (1) or (2), the risk | ||
of loss
passes to the buyer on his receipt of the goods if the |
seller is a
merchant; otherwise the risk passes to the buyer on | ||
tender of delivery.
| ||
(4) The provisions of this Section are subject to contrary | ||
agreement of
the parties and to the provisions of this Article | ||
on sale on approval
(Section 2--327) and on effect of breach on | ||
risk of loss (Section 2--510).
| ||
(Source: Laws 1961, p. 2101.)
| ||
(810 ILCS 5/2-605) (from Ch. 26, par. 2-605)
| ||
Sec. 2-605. Waiver of buyer's objections by failure to | ||
particularize.
| ||
(1) The buyer's failure to state in connection with | ||
rejection a
particular defect which is ascertainable by | ||
reasonable inspection precludes
him from relying on the | ||
unstated defect to justify rejection or to
establish breach
| ||
(a) where the seller could have cured it if stated | ||
seasonably; or
| ||
(b) between merchants when the seller has after | ||
rejection made a
request in writing for a full and final | ||
written statement of all defects on
which the buyer proposes to | ||
rely.
| ||
(2) Payment against documents made without reservation of | ||
rights
precludes recovery of the payment for defects apparent | ||
in
on the face of the
documents.
| ||
(Source: Laws 1961, p. 2101.)
|
(810 ILCS 5/2-705) (from Ch. 26, par. 2-705)
| ||
Sec. 2-705. Seller's stoppage of delivery in transit or | ||
otherwise.
| ||
(1) The seller may stop delivery of goods in the possession | ||
of a carrier
or other bailee when he discovers the buyer to be | ||
insolvent (Section 2-702)
and may stop delivery of carload, | ||
truckload, planeload or larger shipments
of express or freight | ||
when the buyer repudiates or fails to make a payment
due before | ||
delivery or if for any other reason the seller has a right to
| ||
withhold or reclaim the goods.
| ||
(2) As against such buyer the seller may stop delivery | ||
until
| ||
(a) receipt of the goods by the buyer; or
| ||
(b) acknowledgment to the buyer by any bailee of the | ||
goods except a
carrier that the bailee holds the goods for the | ||
buyer; or
| ||
(c) such acknowledgment to the buyer by a carrier by | ||
reshipment or as
a warehouse
warehouseman ; or
| ||
(d) negotiation to the buyer of any negotiable document | ||
of title
covering the goods.
| ||
(3) (a) To stop delivery the seller must so notify as to | ||
enable the
bailee by reasonable diligence to prevent delivery | ||
of the goods.
| ||
(b) After such notification the bailee must hold and | ||
deliver the
goods according to the directions of the seller but | ||
the seller is liable to
the bailee for any ensuing charges or |
damages.
| ||
(c) If a negotiable document of title has been issued | ||
for goods the
bailee is not obliged to obey a notification to | ||
stop until surrender of possession or control of the
document.
| ||
(d) A carrier who has issued a non-negotiable bill of | ||
lading is not
obliged to obey a notification to stop received | ||
from a person other than
the consignor.
| ||
(Source: Laws 1961, 1st SS., p. 7.)
| ||
(810 ILCS 5/2A-103) (from Ch. 26, par. 2A-103)
| ||
Sec. 2A-103. Definitions and index of definitions.
| ||
(1) In this Article unless the context otherwise requires:
| ||
(a) "Buyer in ordinary course of business" means a
| ||
person who, in good faith and without knowledge that the | ||
sale to
him or her is in violation of the ownership rights | ||
or security
interest or leasehold interest of a third party | ||
in the goods, buys
in ordinary course from a person in the | ||
business of selling
goods of that kind but does not include | ||
a pawnbroker.
"Buying" may be for cash or by exchange of | ||
other property or
on secured or unsecured credit and | ||
includes acquiring
receiving goods or
documents of title | ||
under a pre-existing contract for sale but
does not include | ||
a transfer in bulk or as security for or in total
or | ||
partial satisfaction of a money debt.
| ||
(b) "Cancellation" occurs when either party puts an
end | ||
to the lease contract for default by the other party.
|
(c) "Commercial unit" means such a unit of goods as
by | ||
commercial usage is a single whole for purposes of lease | ||
and
division of which materially impairs its character or | ||
value on the
market or in use. A commercial unit may be a | ||
single article, as
a machine, or a set of articles, as a | ||
suite of furniture or a line
of machinery, or a quantity, | ||
as a gross or carload, or any other
unit treated in use or | ||
in the relevant market as a single whole.
| ||
(d) "Conforming" goods or performance under a lease
| ||
contract means goods or performance that are in accordance | ||
with
the obligations under the lease contract.
| ||
(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, if the
total payments to be made under the lease | ||
contract, excluding
payments for options to renew or buy, | ||
do not exceed $40,000.
| ||
(f) "Fault" means wrongful act, omission, breach, or
| ||
default.
| ||
(g) "Finance lease" means a lease with respect to | ||
which:
| ||
(i) the lessor does not select, manufacture, or | ||
supply the goods;
| ||
(ii) the lessor acquires the goods or the right to | ||
possession and use
of the goods in connection with the |
lease; and
| ||
(iii) one of the following occurs:
| ||
(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;
| ||
(B) the lessee's approval of the contract by | ||
which the lessor acquired
the goods or the right to | ||
possession and use of the goods is a
condition to | ||
effectiveness of the lease contract;
| ||
(C) the lessee, before signing the lease | ||
contract, receives an
accurate and complete | ||
statement designating the promises and warranties,
| ||
and any disclaimers of warranties, limitations or | ||
modifications of
remedies, or liquidated damages, | ||
including those of a third party, such as
the | ||
manufacturer of the goods, provided to the lessor | ||
by the person
supplying the goods in connection | ||
with or as part of the contract by which
the lessor | ||
acquired the goods or the right to possession and | ||
use of the
goods; or
| ||
(D) if the lease is not a consumer lease, the | ||
lessor, before the
lessee signs the lease | ||
contract, informs the lessee in writing (a) of the
| ||
identity of the person supplying the goods to the | ||
lessor, unless the lessee
has selected that person |
and directed the lessor to acquire the goods or
the | ||
right to possession and use of the goods from that | ||
person, (b) that the
lessee is entitled under this | ||
Article to the promises and warranties,
including | ||
those of any third party, provided to the lessor by | ||
the person
supplying the goods in connection with | ||
or as part of the contract by which
the lessor | ||
acquired the goods or the right to possession and | ||
use of the
goods, and (c) 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, | ||
including any disclaimers and
limitations of them | ||
or of remedies.
| ||
(h) "Goods" means all things that are movable at the
| ||
time of identification to the lease contract, or are | ||
fixtures
(Section 2A-309), but the term does not include | ||
money,
documents, instruments, accounts, chattel paper, | ||
general
intangibles, or minerals or the like, including oil | ||
and gas,
before extraction. The term also includes the | ||
unborn young of
animals.
| ||
(i) "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 "each delivery is a | ||
separate lease" or its
equivalent.
|
(j) "Lease" means a transfer of the right to possession
| ||
and use of goods for a term in return for consideration, | ||
but a
sale, including a sale on approval or a sale or | ||
return, or
retention or creation of a security interest is | ||
not a lease.
Unless the context clearly indicates | ||
otherwise, the term includes
a sublease.
| ||
(k) "Lease agreement" means the bargain, with respect
| ||
to the lease, of the lessor and the lessee in fact as found | ||
in
their language or by implication from other | ||
circumstances
including course of dealing or usage of trade | ||
or course of
performance as provided in this Article. | ||
Unless the context
clearly indicates otherwise, the term | ||
includes a sublease
agreement.
| ||
(l) "Lease contract" means the total legal obligation
| ||
that results from the lease agreement as affected by this | ||
Article
and any other applicable rules of law. Unless the | ||
context
clearly indicates otherwise, the term includes a | ||
sublease
contract.
| ||
(m) "Leasehold interest" means the interest of the
| ||
lessor or the lessee under a lease contract.
| ||
(n) "Lessee" means a person who acquires the right to
| ||
possession and use of goods under a lease. Unless the | ||
context
clearly indicates otherwise, the term includes a | ||
sublessee.
| ||
(o) "Lessee in ordinary course of business" means a
| ||
person who in good faith and without knowledge that the |
lease to
him or her is in violation of the ownership rights | ||
or security
interest or leasehold interest of a third party | ||
in the goods leases
in ordinary course from a person in the | ||
business of selling or
leasing goods of that kind but does | ||
not include a pawnbroker.
"Leasing" may be for cash or by | ||
exchange of other property or
on secured or unsecured | ||
credit and includes acquiring
receiving goods or
documents | ||
of title under a pre-existing lease contract but does
not | ||
include a transfer in bulk or as security for or in total | ||
or
partial satisfaction of a money debt.
| ||
(p) "Lessor" means a person who transfers the right
to | ||
possession and use of goods under a lease. Unless the
| ||
context clearly indicates otherwise, the term includes a
| ||
sublessor.
| ||
(q) "Lessor's residual interest" means the lessor's
| ||
interest in the goods after expiration, termination, or
| ||
cancellation of the lease contract.
| ||
(r) "Lien" means a charge against or interest in goods
| ||
to secure payment of a debt or performance of an | ||
obligation, but
the term does not include a security | ||
interest.
| ||
(s) "Lot" means a parcel or a single article that is | ||
the
subject matter of a separate lease or delivery, whether | ||
or not it
is sufficient to perform the lease contract.
| ||
(t) "Merchant lessee" means a lessee that is a
merchant | ||
with respect to goods of the kind subject to the lease.
|
(u) "Present value" means the amount as of a date
| ||
certain of one or more sums payable in the future, | ||
discounted to
the date certain. The discount is determined | ||
by the interest
rate specified by the parties if the rate | ||
was not manifestly
unreasonable at the time the transaction | ||
was entered into;
otherwise, the discount is determined by | ||
a commercially
reasonable rate that takes into account the | ||
facts and
circumstances of each case at the time the | ||
transaction was
entered into.
| ||
(v) "Purchase" includes taking by sale, lease,
| ||
mortgage, security interest, pledge, gift, or any other | ||
voluntary
transaction creating an interest in goods.
| ||
(w) "Sublease" means a lease of goods the right to
| ||
possession and use of which was acquired by the lessor as a
| ||
lessee under an existing lease.
| ||
(x) "Supplier" means a person from whom a lessor
buys | ||
or leases goods to be leased under a finance lease.
| ||
(y) "Supply contract" means a contract under which a
| ||
lessor buys or leases goods to be leased.
| ||
(z) "Termination" occurs when either party pursuant
to | ||
a power created by agreement or law puts an end to the | ||
lease
contract otherwise than for default.
| ||
(2) Other definitions applying to this Article and the
| ||
Sections in which they appear are:
| ||
"Accessions". Section 2A-310(1).
| ||
"Construction mortgage". Section 2A-309(1)(d).
|
"Encumbrance". Section 2A-309(1)(e).
| ||
"Fixtures". Section 2A-309(1)(a).
| ||
"Fixture filing". Section 2A-309(1)(b).
| ||
"Purchase money lease". Section 2A-309(1)(c).
| ||
(3) The following definitions in other Articles apply to
| ||
this Article:
| ||
"Account". Section 9-102(a)(2).
| ||
"Between merchants". Section 2-104(3).
| ||
"Buyer". Section 2-103(1)(a).
| ||
"Chattel paper". Section 9-102(a)(11).
| ||
"Consumer goods". Section 9-102(a)(23).
| ||
"Document". Section 9-102(a)(30).
| ||
"Entrusting". Section 2-403(3).
| ||
"General intangible". Section 9-102(a)(42).
| ||
"Good faith". Section 2-103(1)(b).
| ||
"Instrument". Section 9-102(a)(47).
| ||
"Merchant". Section 2-104(1).
| ||
"Mortgage". Section 9-102(a)(55).
| ||
"Pursuant to commitment". Section 9-102(a)(68).
| ||
"Receipt". Section 2-103(1)(c).
| ||
"Sale". Section 2-106(1).
| ||
"Sale on approval". Section 2-326.
| ||
"Sale or return". Section 2-326.
| ||
"Seller". Section 2-103(1)(d).
| ||
(4) In addition, Article 1 contains general definitions and
| ||
principles of construction and interpretation applicable
|
throughout this Article.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-651, eff. 7-11-02.)
| ||
(810 ILCS 5/2A-514) (from Ch. 26, par. 2A-514)
| ||
Sec. 2A-514. Waiver of lessee's objections.
| ||
(1) In rejecting goods, a lessee's failure to state a
| ||
particular defect that is ascertainable by reasonable | ||
inspection
precludes the lessee from relying on the defect to | ||
justify
rejection or to establish default:
| ||
(a) if, stated seasonably, the lessor or the supplier
| ||
could have cured it (Section 2A-513); or
| ||
(b) between merchants if the lessor or the supplier
| ||
after rejection has made a request in writing for a full | ||
and final
written statement of all defects on which the | ||
lessee proposes to
rely.
| ||
(2) A lessee's failure to reserve rights when paying rent
| ||
or other consideration against documents precludes recovery of
| ||
the payment for defects apparent in
on the face of the | ||
documents.
| ||
(Source: P.A. 87-493.)
| ||
(810 ILCS 5/2A-526) (from Ch. 26, par. 2A-526)
| ||
Sec. 2A-526. Lessor's stoppage of delivery in transit
or | ||
otherwise.
| ||
(1) A lessor may stop delivery of goods in the possession
| ||
of a carrier or other bailee if the lessor discovers the lessee |
to
be insolvent and may stop delivery of carload, truckload,
| ||
planeload, or larger shipments of express or freight if the | ||
lessee
repudiates or fails to make a payment due before | ||
delivery,
whether for rent, security or otherwise under the | ||
lease
contract, or for any other reason the lessor has a right | ||
to
withhold or take possession of the goods.
| ||
(2) In pursuing its remedies under subsection (1), the
| ||
lessor may stop delivery until:
| ||
(a) receipt of the goods by the lessee;
| ||
(b) acknowledgment to the lessee by any bailee of the
| ||
goods, except a carrier, that the bailee holds the goods | ||
for the
lessee; or
| ||
(c) such an acknowledgment to the lessee by a carrier
| ||
via reshipment or as a warehouse
warehouseman .
| ||
(3) (a) To stop delivery, a lessor shall so notify as to
| ||
enable the bailee by reasonable diligence to prevent | ||
delivery of
the goods.
| ||
(b) After notification, the bailee shall hold and | ||
deliver
the goods according to the directions of the | ||
lessor, but the
lessor is liable to the bailee for any | ||
ensuing charges or
damages.
| ||
(c) A carrier who has issued a nonnegotiable bill of
| ||
lading is not obliged to obey a notification to stop | ||
received from
a person other than the consignor.
| ||
(Source: P.A. 87-493.)
|
(810 ILCS 5/4-104) (from Ch. 26, par. 4-104)
| ||
Sec. 4-104. Definitions and index of definitions.
| ||
(a) In this Article, unless the context otherwise requires:
| ||
(1) "Account" means any deposit or credit account with | ||
a bank, including a
demand, time, savings, passbook, share | ||
draft, or like account, other than an
account evidenced by | ||
a certificate of deposit;
| ||
(2) "Afternoon" means the period of a day between noon | ||
and midnight;
| ||
(3) "Banking day" means the part of a day on which a | ||
bank is open
to the public for carrying on substantially | ||
all of its banking
functions, except that any day that is | ||
not a banking day for purposes of
Federal Reserve | ||
Regulation CC (as may be amended from time to time) shall | ||
not
be a banking day for purposes of this Article or | ||
Article 3;
| ||
(4) "Clearing house" means an association of banks or | ||
other payors
regularly clearing items;
| ||
(5) "Customer" means a person having an account with a | ||
bank or for
whom a bank has agreed to collect items, | ||
including a bank that maintains an
account at another bank;
| ||
(6) "Documentary draft" means a draft to be presented
| ||
for acceptance or payment if specified documents, | ||
certificated securities
(Section 8-102) or instructions | ||
for uncertificated securities (Section
8-102), or other | ||
certificates, statements, or the like are to be
received
by |
the drawee or other payor before acceptance or payment of | ||
the draft;
| ||
(7) "Draft" means a draft as defined in Section 3-104 | ||
or an item,
other than an instrument, that is an order;
| ||
(8) "Drawee" means a person ordered in a draft to make | ||
payment;
| ||
(9) "Item" means an instrument or a promise or order to | ||
pay money handled
by a bank for collection or payment. The | ||
term does not include a payment order
governed by Article | ||
4A or a credit or debit card slip;
| ||
(10) "Midnight deadline" with respect to a bank is | ||
midnight on its
next banking day following the banking day | ||
on which it receives the
relevant item or notice or from | ||
which the time for taking action commences
to run, | ||
whichever is later;
| ||
(11) "Settle" means to pay in cash, by clearing-house | ||
settlement, in a
charge or credit or by remittance, or | ||
otherwise as agreed. A settlement
may be either provisional | ||
or final;
| ||
(12) "Suspends payments" with respect to a bank means | ||
that it has been
closed by order of the supervisory | ||
authorities, that a public officer has
been appointed to | ||
take it over, or that it ceases or refuses to make
payments | ||
in the ordinary course of business.
| ||
(b) Other definitions applying to this Article and the | ||
Sections in which
they appear are:
| ||
|
| ||||||||
(d) In addition Article 1 contains general definitions and | ||||||||
principles of
construction and interpretation applicable | ||||||||
throughout this Article.
| ||||||||
(Source: P.A. 88-45; 89-364, eff. 1-1-96 .)
| ||||||||
(810 ILCS 5/4-210) (from Ch. 26, par. 4-210)
| ||||||||
Sec. 4-210. Security interest of collecting bank in items, | ||||||||
accompanying
documents and proceeds.
| ||||||||
(a) A collecting bank has a security interest in an item | ||||||||
and any
accompanying documents or the proceeds of either:
| ||||||||
(1) in case of an item deposited in an account, to the | ||||||||
extent to which
credit given for the item has been | ||||||||
withdrawn or applied;
| ||||||||
(2) in case of an item for which it has given credit | ||||||||
available for
withdrawal as of right, to the extent of the | ||||||||
credit given, whether or not
the credit is drawn upon or | ||||||||
there is a right of charge-back; or
| ||||||||
(3) if it makes an advance on or against the item.
| ||||||||
(b) If credit given for several items received at one time | ||||||||
or pursuant
to a single agreement is withdrawn or applied in | ||||||||
part, the security
interest remains upon all the items, any | ||||||||
accompanying documents or the
proceeds of either. For the | ||||||||
purpose of this Section, credits first given
are first |
withdrawn.
| ||
(c) Receipt by a collecting bank of a final settlement for | ||
an item is a
realization on its security interest in the item, | ||
accompanying documents,
and proceeds. So long as the bank does | ||
not receive final
settlement for the item or give up possession | ||
of the item or possession or control of the accompanying
| ||
documents for purposes other than collection, the security | ||
interest
continues to that extent and is subject to Article 9, | ||
but:
| ||
(1) no security agreement is necessary to make the | ||
security interest
enforceable Section 9-203(b)(3)(A);
| ||
(2) no filing is required to perfect the security | ||
interest; and
| ||
(3) the security interest has priority over | ||
conflicting perfected
security interests in the item, | ||
accompanying documents, or proceeds.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/8-103) (from Ch. 26, par. 8-103)
| ||
Sec. 8-103. Rules for determining whether certain
| ||
obligations and interests are securities or financial
assets.
| ||
(a) A share or similar equity interest issued by a | ||
corporation,
business trust, joint stock company, or similar | ||
entity is a security.
| ||
(b) An "investment company security" 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, | ||
or a face-amount certificate issued by a face-amount | ||
certificate
company that is so registered. Investment company | ||
security does not
include an insurance policy or endowment | ||
policy or annuity contract issued
by an insurance company.
| ||
(c) An interest in a partnership or limited liability | ||
company is not a
security unless it is dealt in or traded on | ||
securities exchanges or in
securities markets, its terms | ||
expressly provide that it is a security governed
by this
| ||
Article, or it is an investment company security. However, an | ||
interest in a
partnership or limited liability company is a | ||
financial asset if it is held in
a securities account.
| ||
(d) A writing that is a security certificate is governed by | ||
this Article and
not by Article 3, even though it also meets | ||
the requirements of that
Article. However, a negotiable | ||
instrument governed by Article 3 is a financial
asset if it is | ||
held in a securities account.
| ||
(e) An option or similar obligation issued by a clearing | ||
corporation
to its participants is not a security, but is a | ||
financial asset.
| ||
(f) A commodity contract, as defined in Section | ||
9-102(a)(15),
is not a
security or a financial asset.
| ||
(g) A document of title is not a financial asset unless | ||
Section 8-102(a)(9)(iii) applies.
|
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-102) (from Ch. 26, par. 9-102)
| ||
Sec. 9-102. Definitions and index of definitions.
| ||
(a) Article 9 definitions. In this Article:
| ||
(1) "Accession" means goods that are physically united | ||
with other
goods in such a manner that the identity of the | ||
original goods is not lost.
| ||
(2) "Account", except as used in "account for", means a | ||
right to
payment of a monetary obligation, whether or not | ||
earned by performance, (i) for
property that has been or is | ||
to be sold, leased, licensed, assigned, or
otherwise
| ||
disposed of, (ii) for services rendered or to be rendered, | ||
(iii) for a policy
of
insurance issued or to be issued, | ||
(iv) for a secondary obligation incurred or
to be
incurred, | ||
(v) for energy provided or to be provided, (vi) for the use | ||
or hire
of a
vessel under a charter or other contract, | ||
(vii) arising out of the use of a
credit or
charge card or | ||
information contained on or for use with the card, or | ||
(viii) as
winnings in a lottery or other game of chance | ||
operated or sponsored by a State,
governmental unit of a | ||
State, or person licensed or authorized to operate the
game
| ||
by a State or governmental unit of a State. The term | ||
includes
health-care-insurance
receivables. The term does | ||
not include (i) rights to payment evidenced by
chattel
| ||
paper or an instrument, (ii) commercial tort claims, (iii) |
deposit accounts,
(iv)
investment property, (v) | ||
letter-of-credit rights or letters of credit, or (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) "Account debtor" means a person obligated on an | ||
account, chattel
paper, or general intangible. The term | ||
does not include persons obligated to
pay a
negotiable | ||
instrument, even if the instrument constitutes part of | ||
chattel
paper.
| ||
(4) "Accounting", except as used in "accounting for", | ||
means a record:
| ||
(A) authenticated by a secured party;
| ||
(B) indicating the aggregate unpaid secured | ||
obligations as of a date
not more than 35 days earlier | ||
or 35 days later than the date of the record; and
| ||
(C) identifying the components of the obligations | ||
in reasonable
detail.
| ||
(5) "Agricultural lien" means an interest, other than a | ||
security
interest,
in farm products:
| ||
(A) which secures payment or performance of an | ||
obligation for goods or services furnished in | ||
connection with a debtor's
farming operation;
| ||
(B) which is created by statute in favor of a | ||
person that in the ordinary course of its business |
furnished goods or
services to a debtor in connection | ||
with a debtor's farming operation; and
| ||
(C) whose effectiveness does not depend on the | ||
person's possession
of the personal property.
| ||
(6) "As-extracted collateral" means:
| ||
(A) oil, gas, or other minerals that are subject to | ||
a security interest
that:
| ||
(i) is created by a debtor having an interest | ||
in the minerals
before extraction; and
| ||
(ii) attaches to the minerals as extracted; or
| ||
(B) accounts arising out of the sale at the | ||
wellhead or minehead of
oil, gas, or other minerals in | ||
which the debtor had an interest before
extraction.
| ||
(7) "Authenticate" means:
| ||
(A) to sign; or
| ||
(B) to execute or otherwise adopt a symbol, or | ||
encrypt or similarly
process a record in whole or in | ||
part, with the present intent of the
authenticating
| ||
person to identify the person and adopt or accept a | ||
record.
| ||
(8) "Bank" means an organization that is engaged in the | ||
business of
banking. The term includes savings banks, | ||
savings and loan associations, credit
unions, and trust | ||
companies.
| ||
(9) "Cash proceeds" means proceeds that are money, | ||
checks, deposit
accounts, or the like.
|
(10) "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) "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 | ||
and software used 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 specified goods and | ||
a license of
software
used in the goods. In this paragraph, | ||
"monetary obligation" means a monetary
obligation secured | ||
by the goods or owed under a lease of the goods and | ||
includes
a monetary obligation with respect to software | ||
used in the goods. The term
does not include (i) charters | ||
or other contracts involving the use or hire 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 on or for use with the
card. 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) "Collateral" means the property subject to a | ||
security interest or
agricultural lien. The term includes:
|
(A) proceeds to which a security interest | ||
attaches;
| ||
(B) accounts, chattel paper, payment intangibles, | ||
and promissory
notes that have been sold; and
| ||
(C) goods that are the subject of a consignment.
| ||
(13) "Commercial tort claim" means a claim arising in | ||
tort with respect
to which:
| ||
(A) the claimant is an organization; or
| ||
(B) the claimant is an individual and the claim:
| ||
(i) arose in the course of the claimant's | ||
business or profession;
and
| ||
(ii) does not include damages arising out of | ||
personal injury to or
the death of an individual.
| ||
(14) "Commodity account" means an account maintained | ||
by a
commodity intermediary in which a commodity contract | ||
is carried for a commodity
customer.
| ||
(15) "Commodity contract" means a commodity futures | ||
contract, an
option on a commodity futures contract, a | ||
commodity option, or another contract if
the contract or | ||
option is:
| ||
(A) traded on or subject to the rules of a board of | ||
trade that has been
designated as a contract market for | ||
such a contract pursuant to federal commodities
laws; | ||
or
| ||
(B) traded on a foreign commodity board of trade, | ||
exchange, or
market, and is carried on the books of a |
commodity intermediary for a commodity
customer.
| ||
(16) "Commodity customer" means a person for which a | ||
commodity
intermediary carries a commodity contract on its | ||
books.
| ||
(17) "Commodity intermediary" means a person that:
| ||
(A) is registered as a futures commission merchant | ||
under federal
commodities law; or
| ||
(B) in the ordinary course of its business provides | ||
clearance or
settlement services for a board of trade | ||
that has been designated as a contract
market pursuant | ||
to federal commodities law.
| ||
(18) "Communicate" means:
| ||
(A) to send a written or other tangible record;
| ||
(B) to transmit a record by any means agreed upon | ||
by the persons
sending and receiving the record; or
| ||
(C) in the case of transmission of a record to or | ||
by a filing office, to
transmit a record by any means | ||
prescribed by filing-office rule.
| ||
(19) "Consignee" means a merchant to which goods are | ||
delivered in a
consignment.
| ||
(20) "Consignment" means a transaction, regardless of | ||
its form, in
which a person delivers goods to a merchant | ||
for the purpose of sale and:
| ||
(A) the merchant:
| ||
(i) deals in goods of that kind under a name | ||
other than the name
of the person making delivery;
|
(ii) is not an auctioneer; and
| ||
(iii) is not generally known by its creditors | ||
to be substantially
engaged in selling the goods of | ||
others;
| ||
(B) with respect to each delivery, the aggregate | ||
value of the goods is
$1,000 or more at the time of | ||
delivery;
| ||
(C) the goods are not consumer goods immediately | ||
before delivery;
and
| ||
(D) the transaction does not create a security | ||
interest that secures an
obligation.
| ||
(21) "Consignor" means a person that delivers goods to | ||
a consignee in
a consignment.
| ||
(22) "Consumer debtor" means a debtor in a consumer | ||
transaction.
| ||
(23) "Consumer goods" means goods that are used or | ||
bought for use
primarily for personal, family, or household | ||
purposes.
| ||
(24) "Consumer-goods transaction" means a consumer | ||
transaction in
which:
| ||
(A) an individual incurs an obligation primarily | ||
for personal, family,
or household purposes; and
| ||
(B) a security interest in consumer goods secures | ||
the obligation.
| ||
(25) "Consumer obligor" means an obligor who is an | ||
individual and
who incurred the obligation as part of a |
transaction entered into primarily for
personal, family, | ||
or household purposes.
| ||
(26) "Consumer transaction" means a transaction in | ||
which (i) an
individual incurs an obligation primarily for | ||
personal, family, or household
purposes, (ii) a security | ||
interest secures the obligation, and (iii) the collateral | ||
is held
or acquired primarily for personal, family, or | ||
household purposes. The term
includes consumer-goods | ||
transactions.
| ||
(27) "Continuation statement" means an amendment of a | ||
financing
statement which:
| ||
(A) identifies, by its file number, the initial | ||
financing statement to
which it relates; and
| ||
(B) indicates that it is a continuation statement | ||
for, or that it is filed
to continue the effectiveness | ||
of, the identified financing statement.
| ||
(28) "Debtor" means:
| ||
(A) a person having an interest, other than a | ||
security interest or other
lien, in the collateral, | ||
whether or not the person is an obligor;
| ||
(B) a seller of accounts, chattel paper, payment | ||
intangibles, or
promissory notes; or
| ||
(C) a consignee.
| ||
(29) "Deposit account" means a demand, time, savings, | ||
passbook,
nonnegotiable certificates of deposit,
| ||
uncertificated certificates of deposit, nontransferrable |
certificates of
deposit, or
similar account maintained | ||
with a bank. The term does not include investment
property | ||
or accounts evidenced by an instrument.
| ||
(30) "Document" means a document of title or a receipt | ||
of the type
described in Section 7-201(b)
7-201(2) .
| ||
(31) "Electronic chattel paper" means chattel paper | ||
evidenced by a
record or records consisting of information | ||
stored in an electronic medium.
| ||
(32) "Encumbrance" means a right, other than an | ||
ownership interest, in
real property. The term includes | ||
mortgages and other liens on real property.
| ||
(33) "Equipment" means goods other than inventory, | ||
farm products, or
consumer goods.
| ||
(34) "Farm products" means goods, other than standing | ||
timber, with
respect to which the debtor is engaged in a | ||
farming operation and which are:
| ||
(A) crops grown, growing, or to be grown, | ||
including:
| ||
(i) crops produced on trees, vines, and | ||
bushes; and
| ||
(ii) aquatic goods produced in aquacultural | ||
operations;
| ||
(B) livestock, born or unborn, including aquatic | ||
goods produced in
aquacultural operations;
| ||
(C) supplies used or produced in a farming | ||
operation; or
|
(D) products of crops or livestock in their | ||
unmanufactured states.
| ||
(35) "Farming operation" means raising, cultivating, | ||
propagating,
fattening, grazing, or any other farming, | ||
livestock, or aquacultural operation.
| ||
(36) "File number" means the number assigned to an | ||
initial financing
statement pursuant to Section 9-519(a).
| ||
(37) "Filing office" means an office designated in | ||
Section 9-501 as the
place to file a financing statement.
| ||
(38) "Filing-office rule" means a rule adopted | ||
pursuant to Section
9-526.
| ||
(39) "Financing statement" means a record or records | ||
composed of an
initial financing statement and any filed | ||
record relating to the initial financing
statement.
| ||
(40) "Fixture filing" means the filing of a financing | ||
statement covering
goods that are or are to become fixtures | ||
and satisfying Section 9-502(a) and (b).
The term includes | ||
the filing of a financing statement covering goods of a
| ||
transmitting utility which are or are to become fixtures.
| ||
(41) "Fixtures" means goods that have become so related | ||
to particular
real property that an interest in them arises | ||
under real property law.
| ||
(42) "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.
The term | ||
includes payment intangibles and software.
| ||
(43) "Good faith" means honesty in fact and the | ||
observance of
reasonable commercial standards of fair | ||
dealing.
| ||
(44) "Goods" means all things that are movable when a | ||
security interest
attaches. The term includes (i) | ||
fixtures, (ii) standing timber that is to be cut and
| ||
removed under a conveyance or contract for sale, (iii) the | ||
unborn young of animals,
(iv) crops grown, growing, or to | ||
be grown, even if the crops are produced on trees,
vines, | ||
or bushes, and (v) manufactured homes. The term also | ||
includes a computer
program embedded in goods and any | ||
supporting information provided in
connection with a | ||
transaction relating to the program if (i) the program is
| ||
associated with the goods in such a manner that it | ||
customarily is considered part of
the goods, or (ii) by | ||
becoming the owner of the goods, a person acquires a right | ||
to
use the program in connection with the goods. The term | ||
does not include a
computer program embedded in goods that | ||
consist solely of the medium in which
the program is | ||
embedded. The term 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.
| ||
(45) "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. The term includes an organization having a | ||
separate
corporate existence if the organization is | ||
eligible to issue debt on which interest is
exempt from | ||
income taxation under the laws of the United States.
| ||
(46) "Health-care-insurance receivable" means an | ||
interest in or claim
under a policy of insurance which is a | ||
right to payment of a monetary
obligation for
health-care | ||
goods or services provided.
| ||
(47) "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. The term
does not include (i) investment | ||
property, (ii) letters of credit,
(iii) nonnegotiable
| ||
certificates of deposit, (iv) uncertificated certificates | ||
of deposit, (v)
nontransferrable certificates of deposit, | ||
or (vi)
writings that
evidence a right to payment arising | ||
out of the use of a credit or charge card
or
information | ||
contained on or for use with the card.
| ||
(48) "Inventory" means goods, other than farm | ||
products, which:
|
(A) are leased by a person as lessor;
| ||
(B) are held by a person for sale or lease or to be | ||
furnished under a
contract of service;
| ||
(C) are furnished by a person under a contract of | ||
service; or
| ||
(D) consist of raw materials, work in process, or | ||
materials used or
consumed in a business.
| ||
(49) "Investment property" means a security, whether | ||
certificated or
uncertificated, security entitlement, | ||
securities account, commodity contract, or
commodity | ||
account.
| ||
(50) "Jurisdiction of organization", with respect to a | ||
registered
organization, means the jurisdiction under | ||
whose law the organization is organized.
| ||
(51) "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. The term does not include | ||
the
right of a beneficiary to demand payment or performance | ||
under a letter of credit.
| ||
(52) "Lien creditor" means:
| ||
(A) a creditor that has acquired a lien on the | ||
property involved by
attachment, levy, or the like;
| ||
(B) an assignee for benefit of creditors from the | ||
time of assignment;
| ||
(C) a trustee in bankruptcy from the date of the |
filing of the petition;
or
| ||
(D) a receiver in equity from the time of | ||
appointment.
| ||
(53) "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. The term includes any structure that meets all of | ||
the
requirements of this paragraph except the size | ||
requirements and with respect to
which the manufacturer | ||
voluntarily files a certification required by the United
| ||
States Secretary of Housing and Urban Development and | ||
complies with the
standards established under Title 42 of | ||
the United States Code.
| ||
(54) "Manufactured-home transaction" means a secured | ||
transaction:
| ||
(A) that creates a purchase-money security | ||
interest in a
manufactured home, other than a | ||
manufactured home held as inventory; or
| ||
(B) in which a manufactured home, other than a | ||
manufactured home
held as inventory, is the primary |
collateral.
| ||
(55) "Mortgage" means a consensual interest in real | ||
property, including
fixtures, which secures payment or | ||
performance of an obligation.
| ||
(56) "New debtor" means a person that becomes bound as | ||
debtor under
Section 9-203(d) by a security agreement | ||
previously entered into by another
person.
| ||
(57) "New value" means (i) money, (ii) money's worth in | ||
property,
services, or new credit, or (iii) release by a | ||
transferee of an interest in property
previously | ||
transferred to the transferee. The term does not include an | ||
obligation
substituted for another obligation.
| ||
(58) "Noncash proceeds" means proceeds other than cash | ||
proceeds.
| ||
(59) "Obligor" means a person that, with respect to an | ||
obligation
secured by a security interest in or an | ||
agricultural lien on the collateral,
(i) owes
payment or | ||
other performance of the obligation, (ii) has provided | ||
property
other
than the collateral to secure payment or | ||
other performance of the obligation,
or (iii)
is otherwise | ||
accountable in whole or in part for payment or other | ||
performance
of
the obligation. The term does not include | ||
issuers or nominated persons under a
letter of credit.
| ||
(60) "Original debtor",
except as used in Section
| ||
9-310(c), means
a person that, as debtor, entered into a
| ||
security agreement to which a new debtor has become bound |
under Section
9-203(d).
| ||
(61) "Payment intangible" means a general intangible | ||
under which the
account debtor's principal obligation is a | ||
monetary obligation.
| ||
(62) "Person related to", with respect to an | ||
individual, means:
| ||
(A) the spouse of the individual;
| ||
(B) a brother, brother-in-law, sister, or | ||
sister-in-law of the
individual;
| ||
(C) an ancestor or lineal descendant of the | ||
individual or the
individual's spouse; or
| ||
(D) any other relative, by blood or marriage, of | ||
the individual or the
individual's spouse who shares | ||
the same home with the individual.
| ||
(63) "Person related to", with respect to an | ||
organization, means:
| ||
(A) a person directly or indirectly controlling, | ||
controlled by, or
under common control with the | ||
organization;
| ||
(B) an officer or director of, or a person | ||
performing similar
functions with respect to, the | ||
organization;
| ||
(C) an officer or director of, or a person | ||
performing similar
functions with respect to, a person | ||
described in subparagraph (A);
| ||
(D) the spouse of an individual described in |
subparagraph (A), (B),
or (C); or
| ||
(E) an individual who is related by blood or | ||
marriage to an
individual described in subparagraph | ||
(A), (B), (C), or (D) and shares the same
home with the | ||
individual.
| ||
(64) "Proceeds", except as used in Section
9-609(b), | ||
means
the following property:
| ||
(A) whatever is acquired upon the sale, lease, | ||
license, exchange, or
other disposition of collateral;
| ||
(B) whatever is collected on, or distributed on | ||
account of, collateral;
| ||
(C) rights arising out of collateral;
| ||
(D) to the extent of the value of collateral, | ||
claims arising out of the
loss, nonconformity, or | ||
interference with the use of, defects or infringement
| ||
of
rights in, or damage to, the collateral; or
| ||
(E) to the extent of the value of collateral and to | ||
the extent payable
to the debtor or the secured party, | ||
insurance payable by reason of the loss or
| ||
nonconformity of, defects or infringement of rights | ||
in, or damage to, the
collateral.
| ||
(65) "Promissory note" means an instrument that | ||
evidences a promise
to pay a monetary obligation, does not | ||
evidence an order to pay, and does not
contain an | ||
acknowledgment by a bank that the bank has received for | ||
deposit a
sum
of money or funds.
|
(66) "Proposal" means a record authenticated by a | ||
secured party which
includes the terms on which the secured | ||
party is willing to accept collateral
in full
or partial | ||
satisfaction of the obligation it secures pursuant to | ||
Sections
9-620, 9-621,
and 9-622.
| ||
(67) "Public-finance transaction" means a secured | ||
transaction in
connection with which:
| ||
(A) debt securities are issued;
| ||
(B) all or a portion of the securities issued have | ||
an initial stated
maturity of at least 20 years; and
| ||
(C) the debtor, obligor, secured party, account | ||
debtor or other person
obligated on collateral, | ||
assignor or assignee of a secured obligation, or
| ||
assignor or
assignee of a security interest is a State | ||
or a governmental unit of a State.
| ||
(68) "Pursuant to commitment", with respect to an | ||
advance made or
other value given by a secured party, means | ||
pursuant to the secured party's
obligation, whether or not | ||
a subsequent event of default or other event not
within
the | ||
secured party's control has relieved or may relieve the | ||
secured party from
its
obligation.
| ||
(69) "Record", except as used in "for record", "of | ||
record", "record or
legal title", and "record owner", means | ||
information that is inscribed on a
tangible
medium or which | ||
is stored in an electronic or other medium and is | ||
retrievable
in
perceivable form.
|
(70) "Registered organization" means an organization | ||
organized solely
under the law of a single State or the | ||
United States and as to which the State
or the
United | ||
States must maintain a public record showing the | ||
organization to have
been
organized.
| ||
(71) "Secondary obligor" means an obligor to the extent | ||
that:
| ||
(A) the obligor's obligation is secondary; or
| ||
(B) the obligor has a right of recourse with | ||
respect to an obligation
secured by collateral against | ||
the debtor, another obligor, or property of
either.
| ||
(72) "Secured party" means:
| ||
(A) a person in whose favor a security interest is | ||
created or provided
for under a security agreement, | ||
whether or not any obligation to be secured is
| ||
outstanding;
| ||
(B) a person that holds an agricultural lien;
| ||
(C) a consignor;
| ||
(D) a person to which accounts, chattel paper, | ||
payment intangibles,
or promissory notes have been | ||
sold;
| ||
(E) a trustee, indenture trustee, agent, | ||
collateral agent, or other
representative in whose | ||
favor a security interest or agricultural lien is
| ||
created or
provided for; or
| ||
(F) a person that holds a security interest arising |
under Section
2-401, 2-505, 2-711(3), 2A-508(5), | ||
4-210, or 5-118.
| ||
(73) "Security agreement" means an agreement that | ||
creates or provides
for a security interest.
| ||
(74) "Send", in connection with a record or | ||
notification, means:
| ||
(A) to deposit in the mail, deliver for | ||
transmission, or transmit by
any other usual means of | ||
communication, with postage or cost of transmission
| ||
provided for, addressed to any address reasonable | ||
under the circumstances; or
| ||
(B) to cause the record or notification to be | ||
received within the time
that it would have been | ||
received if properly sent under subparagraph (A).
| ||
(75) "Software" means a computer program and any | ||
supporting
information provided in connection with a | ||
transaction relating to the program.
The
term does not | ||
include a computer program that is included in the | ||
definition of
goods.
| ||
(76) "State" means a State of the United States, the | ||
District of
Columbia, Puerto Rico, the United States Virgin | ||
Islands, or any territory or
insular
possession subject to | ||
the jurisdiction of the United States.
| ||
(77) "Supporting obligation" means a letter-of-credit | ||
right or secondary
obligation that supports the payment or | ||
performance of an account, chattel
paper, a
document, a |
general intangible, an instrument, or investment property.
| ||
(78) "Tangible chattel paper" means chattel paper | ||
evidenced by a
record or records consisting of information | ||
that is inscribed on a tangible
medium.
| ||
(79) "Termination statement" means an amendment of a | ||
financing
statement which:
| ||
(A) identifies, by its file number, the initial | ||
financing statement to
which it relates; and
| ||
(B) indicates either that it is a termination | ||
statement or that the
identified financing statement | ||
is no longer effective.
| ||
(80) "Transmitting utility" means a person primarily | ||
engaged in the
business of:
| ||
(A) operating a railroad, subway, street railway, | ||
or trolley bus;
| ||
(B) transmitting communications electrically, | ||
electromagnetically,
or by light;
| ||
(C) transmitting goods by pipeline or sewer; or
| ||
(D) transmitting or producing and transmitting | ||
electricity, steam,
gas, or water.
| ||
(b) Definitions in other Articles. "Control" as provided in | ||
Section 7-106 and the
The following definitions in other
| ||
Articles apply to this Article:
| ||
"Applicant". Section 5-102.
| ||
"Beneficiary". Section 5-102.
| ||
"Broker". Section 8-102.
|
"Certificated security". Section 8-102.
| ||
"Check". Section 3-104.
| ||
"Clearing corporation". Section 8-102.
| ||
"Contract for sale". Section 2-106.
| ||
"Customer". Section 4-104.
| ||
"Entitlement holder". Section 8-102.
| ||
"Financial asset". Section 8-102.
| ||
"Holder in due course". Section 3-302.
| ||
"Issuer" (with respect to a letter of
credit or | ||
letter-of-credit right). Section 5-102.
| ||
"Issuer" (with respect to a security). Section 8-201.
| ||
"Issuer" (with respect to documents of title). Section | ||
7-102.
| ||
"Lease". Section 2A-103.
| ||
"Lease agreement". Section 2A-103.
| ||
"Lease contract". Section 2A-103.
| ||
"Leasehold interest". Section 2A-103.
| ||
"Lessee". Section 2A-103.
| ||
"Lessee in ordinary course of business". Section 2A-103.
| ||
"Lessor". Section 2A-103.
| ||
"Lessor's residual interest". Section 2A-103.
| ||
"Letter of credit". Section 5-102.
| ||
"Merchant". Section 2-104.
| ||
"Negotiable instrument". Section 3-104.
| ||
"Nominated person". Section 5-102.
| ||
"Note". Section 3-104.
|
"Proceeds of a letter of credit". Section 5-114.
| ||
"Prove". Section 3-103.
| ||
"Sale". Section 2-106.
| ||
"Securities account". Section 8-501.
| ||
"Securities intermediary". Section 8-102.
| ||
"Security". Section 8-102.
| ||
"Security certificate". Section 8-102.
| ||
"Security entitlement". Section 8-102.
| ||
"Uncertificated security". Section 8-102.
| ||
(c) Article 1 definitions and principles. Article 1 | ||
contains general
definitions and principles of construction | ||
and interpretation applicable
throughout
this Article.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-819, eff. 8-21-02.)
| ||
(810 ILCS 5/9-203) (from Ch. 26, par. 9-203)
| ||
Sec. 9-203. Attachment and enforceability of security | ||
interest; proceeds;
supporting obligations; formal requisites.
| ||
(a) Attachment. A security interest attaches to collateral | ||
when it becomes
enforceable against the debtor with respect to | ||
the collateral, unless an
agreement
expressly postpones the | ||
time of attachment.
| ||
(b) Enforceability. Except as otherwise provided in | ||
subsections (c)
through (i), a security interest is enforceable | ||
against the debtor and third
parties
with respect to the | ||
collateral only if:
| ||
(1) value has been given;
|
(2) the debtor has rights in the collateral or the | ||
power to transfer
rights
in the collateral to a secured | ||
party; and
| ||
(3) one of the following conditions is met:
| ||
(A) the debtor has authenticated a security | ||
agreement that provides a
description of the | ||
collateral and, if the security interest covers timber | ||
to be
cut, a
description of the land concerned;
| ||
(B) the collateral is not a certificated security | ||
and is in the
possession of the secured party under | ||
Section 9-313 pursuant to the debtor's
security | ||
agreement;
| ||
(C) the collateral is a certificated security in | ||
registered form and the
security certificate has been | ||
delivered to the secured party under Section 8-301
| ||
pursuant to the debtor's security agreement; or
| ||
(D) the collateral is deposit accounts, electronic | ||
chattel paper,
investment property, or
| ||
letter-of-credit rights, or electronic documents, and | ||
the secured party has control
under Section 7-106,
| ||
9-104, 9-105, 9-106, or 9-107 pursuant to the debtor's | ||
security
agreement.
| ||
(c) Other UCC provisions. Subsection (b) is subject to | ||
Section 4-210 on
the security interest of a collecting bank, | ||
Section 5-118 on the security interest of a
letter-of-credit | ||
issuer or nominated person, Section 9-110 on a security |
interest
arising under Article 2 or 2A, and Section 9-206 on | ||
security interests in investment
property.
| ||
(d) When person becomes bound by another person's security
| ||
agreement. A person becomes bound as debtor by a security | ||
agreement entered
into by another person if, by operation of | ||
law other than this Article or by contract:
| ||
(1) the security agreement becomes effective to create | ||
a security interest
in the person's property; or
| ||
(2) the person becomes generally obligated for the | ||
obligations of the
other person, including the obligation | ||
secured under the security agreement, and
acquires or | ||
succeeds to all or substantially all of the assets of the | ||
other person.
| ||
(e) Effect of new debtor becoming bound. If a new debtor | ||
becomes
bound as debtor by a security agreement entered into by | ||
another person:
| ||
(1) the agreement satisfies subsection (b)(3) with | ||
respect to existing or
after-acquired property of the new | ||
debtor to the extent the property is described in
the | ||
agreement; and
| ||
(2) another agreement is not necessary to make a | ||
security interest in the
property enforceable.
| ||
(f) Proceeds and supporting obligations. The attachment of | ||
a security
interest in collateral gives the secured party the | ||
rights to proceeds provided
by
Section 9-315 and is also | ||
attachment of a security interest in a supporting
obligation |
for the collateral.
| ||
(g) Lien securing right to payment. The attachment of a | ||
security interest
in a right to payment or performance secured | ||
by a security interest or other
lien on
personal or real | ||
property is also attachment of a security interest in the
| ||
security
interest, mortgage, or other lien.
| ||
(h) Security entitlement carried in securities account. | ||
The attachment
of a security interest in a securities account | ||
is also attachment of a security
interest
in the security | ||
entitlements carried in the securities account.
| ||
(i) Commodity contracts carried in commodity account. The
| ||
attachment of a security interest in a commodity account is | ||
also attachment of
a
security interest in the commodity | ||
contracts carried in the commodity
account.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-207) (from Ch. 26, par. 9-207)
| ||
Sec. 9-207. Rights and duties of secured party having | ||
possession or
control
of collateral.
| ||
(a) Duty of care when secured party in possession. Except | ||
as otherwise
provided in subsection (d), a secured party shall | ||
use reasonable care in the
custody
and preservation of | ||
collateral in the secured party's possession. In the case
of
| ||
chattel paper or an instrument, reasonable care includes taking | ||
necessary steps
to
preserve rights against prior parties unless | ||
otherwise agreed.
|
(b) Expenses, risks, duties, and rights when secured party | ||
in
possession. Except as otherwise provided in subsection (d), | ||
if a secured party
has
possession of collateral:
| ||
(1) reasonable expenses, including the cost of | ||
insurance and payment of
taxes or other charges, incurred | ||
in the custody, preservation, use, or operation of
the | ||
collateral are chargeable to the debtor and are secured by | ||
the collateral;
| ||
(2) the risk of accidental loss or damage is on the | ||
debtor to the extent of
a deficiency in any effective | ||
insurance coverage;
| ||
(3) the secured party shall keep the collateral | ||
identifiable, but fungible
collateral may be commingled; | ||
and
| ||
(4) the secured party may use or operate the | ||
collateral:
| ||
(A) for the purpose of preserving the collateral or | ||
its value;
| ||
(B) as permitted by an order of a court having | ||
competent
jurisdiction; or
| ||
(C) except in the case of consumer goods, in the | ||
manner and to the
extent agreed by the debtor.
| ||
(c) Duties and rights when secured party in possession or | ||
control.
Except as otherwise provided in subsection (d), a | ||
secured party having possession
of collateral or control of | ||
collateral under Section 7-106, 9-104, 9-105, 9-106, or 9-107:
|
(1) may hold as additional security any proceeds, | ||
except money or
funds, received from the collateral;
| ||
(2) shall apply money or funds received from the | ||
collateral to reduce the
secured obligation, unless | ||
remitted to the debtor; and
| ||
(3) may create a security interest in the collateral.
| ||
(d) Buyer of certain rights to payment. If the secured | ||
party is a buyer of
accounts, chattel paper, payment | ||
intangibles, or promissory notes or a
consignor:
| ||
(1) subsection (a) does not apply unless the secured | ||
party is entitled
under an agreement:
| ||
(A) to charge back uncollected collateral; or
| ||
(B) otherwise to full or limited recourse against | ||
the debtor or a
secondary obligor based on the | ||
nonpayment or other default of an account debtor
or
| ||
other obligor on the collateral; and
| ||
(2) subsections (b) and (c) do not apply.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-208) (from Ch. 26, par. 9-208)
| ||
Sec. 9-208. Additional duties of secured party having | ||
control of
collateral.
| ||
(a) Applicability of Section. This Section applies to cases | ||
in which there
is no outstanding secured obligation and the | ||
secured party is not committed to
make advances, incur | ||
obligations, or otherwise give value.
|
(b) Duties of secured party after receiving demand from | ||
debtor.
Within 10 days after receiving an authenticated demand | ||
by the debtor:
| ||
(1) a secured party having control of a deposit account | ||
under Section
9-104(a)(2) shall send to the bank with which | ||
the deposit account is maintained
an
authenticated | ||
statement that releases the bank from any further | ||
obligation to
comply with instructions originated by the | ||
secured party;
| ||
(2) a secured party having control of a deposit account | ||
under Section
9-104(a)(3) shall:
| ||
(A) pay the debtor the balance on deposit in the | ||
deposit account; or
| ||
(B) transfer the balance on deposit into a deposit | ||
account in the
debtor's name;
| ||
(3) a secured party, other than a buyer, having control | ||
of electronic
chattel paper under Section 9-105 shall:
| ||
(A) communicate the authoritative copy of the | ||
electronic chattel
paper to the debtor or its | ||
designated custodian;
| ||
(B) if the debtor designates a custodian that is | ||
the designated
custodian with which the authoritative | ||
copy of the electronic 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; and
| ||
(C) take appropriate action to enable the debtor or | ||
its designated
custodian to make copies of or revisions | ||
to the authoritative copy which add or
change an | ||
identified assignee of the authoritative copy without | ||
the consent of the
secured party;
| ||
(4) a secured party having control of investment | ||
property under Section
8-106(d)(2) or 9-106(b) shall send | ||
to the securities intermediary or commodity
intermediary | ||
with which the security entitlement or commodity contract | ||
is
maintained an authenticated record that releases the | ||
securities intermediary or
commodity intermediary from any | ||
further obligation to comply with entitlement
orders or | ||
directions originated by the secured party; and
| ||
(5) a secured party having control of a | ||
letter-of-credit right under
Section 9-107 shall send to | ||
each person having an unfulfilled obligation to pay
or
| ||
deliver proceeds of the letter of credit to the secured | ||
party an authenticated
release
from any further obligation | ||
to pay or deliver proceeds of the letter of credit
to the
| ||
secured party ; and .
| ||
(6) a secured party having control of an electronic | ||
document shall: | ||
(A) give control of the electronic document to the |
debtor or its designated custodian; | ||
(B) if the debtor designates a custodian that is | ||
the designated custodian with which the authoritative | ||
copy of the electronic document is maintained for the | ||
secured party, communicate to the custodian an | ||
authenticated record releasing the designated | ||
custodian from any further obligation to comply with | ||
instructions originated by the secured party and | ||
instructing the custodian to comply with instructions | ||
originated by the debtor; and | ||
(C) take appropriate action to enable the debtor or | ||
its designated custodian to make copies of or revisions | ||
to the authoritative copy which add or change an | ||
identified assignee of the authoritative copy without | ||
the consent of the secured party.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-301) (from Ch. 26, par. 9-301)
| ||
Sec. 9-301. Law governing perfection and priority of | ||
security interests. Except as otherwise provided in Sections | ||
9-303 through 9-306.1,
the following
rules
determine the law | ||
governing perfection, the effect of perfection or
| ||
nonperfection,
and the priority of a security interest in | ||
collateral:
| ||
(1) Except as otherwise provided in this Section, while | ||
a debtor is
located
in a jurisdiction, the local law of |
that jurisdiction governs perfection, the
effect of
| ||
perfection or nonperfection, and the priority of a security | ||
interest in
collateral.
| ||
(2) While collateral is located in a jurisdiction, the | ||
local law of that
jurisdiction governs perfection, the | ||
effect of perfection or nonperfection, and
the
priority of | ||
a possessory security interest in that collateral.
| ||
(3) Except as otherwise provided in paragraph (4), | ||
while tangible negotiable
documents, goods, instruments, | ||
money, or tangible chattel paper is located in a
| ||
jurisdiction, the local law of that jurisdiction governs:
| ||
(A) perfection of a security interest in the goods | ||
by filing a fixture
filing;
| ||
(B) perfection of a security interest in timber to | ||
be cut; and
| ||
(C) the effect of perfection or nonperfection and | ||
the priority of a
nonpossessory security interest in | ||
the collateral.
| ||
(4) The local law of the jurisdiction in which the | ||
wellhead or minehead is
located governs perfection, the | ||
effect of perfection or nonperfection, and the
priority of | ||
a security interest in as-extracted collateral.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-234, eff.
1-1-02.)
| ||
(810 ILCS 5/9-310) (from Ch. 26, par. 9-310)
| ||
Sec. 9-310. When filing required to perfect security |
interest or
agricultural lien; security interests and | ||
agricultural liens to which filing
provisions do not apply.
| ||
(a) General rule: perfection by filing. Except as otherwise
| ||
provided in subsection (b) and Section 9-312(b), a financing | ||
statement must be
filed to perfect all security interests and | ||
agricultural liens.
| ||
(b) Exceptions: filing not necessary. The filing of a | ||
financing
statement is not necessary to perfect a security | ||
interest:
| ||
(1) that is perfected under Section 9-308(d), (e), (f), | ||
or (g);
| ||
(2) that is perfected under Section 9-309 when it | ||
attaches;
| ||
(3) in property subject to a statute, regulation, or | ||
treaty
described in Section 9-311(a);
| ||
(4) in goods in possession of a bailee which is | ||
perfected
under Section 9-312(d)(1) or (2);
| ||
(5) in certificated securities, documents, goods, or
| ||
instruments which is perfected without filing , control, or | ||
possession under Section
9-312(e),
(f), or (g);
| ||
(6) in collateral in the secured party's possession | ||
under
Section 9-313;
| ||
(7) in a certificated security which is perfected by | ||
delivery of
the security certificate to the secured party | ||
under Section 9-313;
| ||
(8) in deposit accounts, electronic chattel paper, |
electronic documents, investment
property, | ||
letter-of-credit rights,
or beneficial interests in | ||
Illinois land trusts
which
is perfected by control under | ||
Section 9-314;
| ||
(9) in proceeds which is perfected under Section 9-315; | ||
or
| ||
(10) that is perfected under Section 9-316.
| ||
(c) Assignment of perfected security interest. If a secured | ||
party
assigns a perfected security interest or agricultural | ||
lien, a filing under this
Article is
not required to continue | ||
the perfected status of the security interest against
creditors
| ||
of and transferees from the original debtor.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-234, eff. 1-1-02.)
| ||
(810 ILCS 5/9-312) (from Ch. 26, par. 9-312)
| ||
Sec. 9-312. Perfection of security interests in chattel | ||
paper, deposit
accounts, documents, goods covered by | ||
documents, instruments, investment
property, letter-of-credit | ||
rights, and money; perfection by permissive filing;
temporary | ||
perfection without filing or transfer of possession.
| ||
(a) Perfection by filing permitted. A security interest in | ||
chattel
paper, negotiable documents, instruments,
beneficial | ||
interests in Illinois land trusts,
or investment property may | ||
be
perfected
by filing.
| ||
(b) Control or possession of certain collateral. Except as
| ||
otherwise provided in Section 9-315(c) and (d) for proceeds:
|
(1) a security interest in a deposit account may be | ||
perfected
only by control under Section 9-314;
| ||
(2) and except as otherwise provided in Section | ||
9-308(d), a
security interest in a letter-of-credit right | ||
may be perfected only by control
under
Section 9-314; and
| ||
(3) a security interest in money may be perfected only | ||
by the
secured party's taking possession under Section | ||
9-313.
| ||
(c) Goods covered by negotiable document. While goods are | ||
in
the possession of a bailee that has issued a negotiable | ||
document covering the
goods:
| ||
(1) a security interest in the goods may be perfected | ||
by
perfecting a security interest in the document; and
| ||
(2) a security interest perfected in the document has | ||
priority
over any security interest that
becomes perfected | ||
in the goods by another method
during that time.
| ||
(d) Goods covered by nonnegotiable document. While goods | ||
are
in the possession of a bailee that has issued a | ||
nonnegotiable document covering the
goods, a security interest | ||
in the goods may be perfected by:
| ||
(1) issuance of a document in the name of the secured | ||
party;
| ||
(2) the bailee's receipt of notification of the secured | ||
party's
interest; or
| ||
(3) filing as to the goods.
| ||
(e) Temporary perfection: new value. A security interest in
|
certificated securities, negotiable documents, or instruments | ||
is perfected without
filing or the taking of possession or | ||
control for a period of 20 days from the time it attaches to
| ||
the extent that it arises for new value given under an | ||
authenticated security
agreement.
| ||
(f) Temporary perfection: goods or documents made | ||
available
to debtor. 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:
| ||
(1) ultimate sale or exchange; or
| ||
(2) loading, unloading, storing, shipping, | ||
transshipping,
manufacturing, processing, or otherwise | ||
dealing with them in a manner preliminary
to their sale or | ||
exchange.
| ||
(g) Temporary perfection: delivery of security certificate | ||
or
instrument to debtor. A perfected security interest in a | ||
certificated security
or
instrument remains perfected for 20 | ||
days without filing if the secured party
delivers
the security | ||
certificate or instrument to the debtor for the purpose of:
| ||
(1) ultimate sale or exchange; or
| ||
(2) presentation, collection, enforcement, renewal, or
| ||
registration of transfer.
| ||
(h) Expiration of temporary perfection. After the 20-day |
period
specified in subsection (e), (f), or (g) expires, | ||
perfection depends upon
compliance
with this Article.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-234, eff. 1-1-02.)
| ||
(810 ILCS 5/9-313) (from Ch. 26, par. 9-313)
| ||
Sec. 9-313. When possession by or delivery to secured party | ||
perfects
security interest without filing.
| ||
(a) Perfection by possession or delivery. Except as | ||
otherwise provided
in subsection (b), a secured party may | ||
perfect a security interest in
tangible negotiable documents, | ||
goods, instruments, money, or tangible chattel paper by
taking | ||
possession of the collateral. A secured party may perfect a | ||
security
interest in certificated securities by taking | ||
delivery of the certificated
securities under Section 8-301.
| ||
(b) Goods covered by certificate of title. With respect to | ||
goods covered
by a certificate of title issued by this State, a | ||
secured party may perfect a
security interest in the goods by | ||
taking possession of the goods only in the
circumstances | ||
described in Section 9-316(d).
| ||
(c) Collateral in possession of person other than debtor. | ||
With respect to
collateral other than certificated securities | ||
and goods covered by a document,
a secured party takes | ||
possession of collateral in the possession of a person
other | ||
than the debtor, the secured party, or a lessee of the | ||
collateral from
the debtor in the ordinary course of the | ||
debtor's business, when:
|
(1) the person in possession authenticates a record | ||
acknowledging that
it holds possession of the collateral | ||
for the secured party's benefit; or
| ||
(2) the person takes possession of the collateral after | ||
having
authenticated a record acknowledging that it will | ||
hold possession of
collateral for the secured party's | ||
benefit.
| ||
(d) Time of perfection by possession; continuation of | ||
perfection. If
perfection of a security interest depends upon | ||
possession of the collateral by
a secured party, perfection | ||
occurs no earlier than the time the secured party
takes | ||
possession and continues only while the secured party retains | ||
possession.
| ||
(e) Time of perfection by delivery; continuation of | ||
perfection. A security
interest in a certificated security in | ||
registered form is perfected by
delivery when delivery of the | ||
certificated security occurs under Section 8-301
and remains | ||
perfected by delivery until the debtor obtains possession of | ||
the
security certificate.
| ||
(f) Acknowledgment not required. A person in possession of
| ||
collateral is not required to acknowledge that it holds | ||
possession for a
secured party's benefit.
| ||
(g) Effectiveness of acknowledgment; no duties or | ||
confirmation.
If a person acknowledges that it holds possession | ||
for the secured party's
benefit:
| ||
(1) the acknowledgment is effective under subsection |
(c) or Section
8-301(a), even if the acknowledgment | ||
violates the rights of a debtor; and
| ||
(2) unless the person otherwise agrees or law other | ||
than this
Article otherwise provides, the person does not | ||
owe any duty to the secured
party and is not required to | ||
confirm the acknowledgment to another person.
| ||
(h) Secured party's delivery to person other than debtor. A | ||
secured
party having possession of collateral does not | ||
relinquish possession by
delivering the collateral to a person | ||
other than the debtor or a lessee
of the collateral from the | ||
debtor in the ordinary course of the debtor's
business if the | ||
person was instructed before the delivery or is instructed
| ||
contemporaneously with the delivery:
| ||
(1) to hold possession of the collateral for the | ||
secured party's
benefit; or
| ||
(2) to redeliver the collateral to the secured party.
| ||
(i) Effect of delivery under subsection (h); no duties or | ||
confirmation.
A secured party does not relinquish possession, | ||
even if a delivery under
subsection (h) violates the rights of | ||
a debtor. A person to which collateral
is delivered under | ||
subsection (h) does not owe any duty to the secured party
and | ||
is not required to confirm the delivery to another person | ||
unless the
person otherwise agrees or law other than this | ||
Article otherwise provides.
| ||
(Source: P.A. 91-357, eff. 7-29-99; 91-893, eff. 7-1-01.)
|
(810 ILCS 5/9-314) (from Ch. 26, par. 9-314)
| ||
Sec. 9-314. Perfection by control.
| ||
(a) Perfection by control. A security interest in | ||
investment
property, deposit accounts,
electronic chattel | ||
paper, letter-of-credit rights,
electronic documents, or | ||
beneficial interests in Illinois land trusts may be
perfected | ||
by control of the collateral under Section 7-106, 9-104, 9-105, | ||
9-106,
9-107, or 9-107.1.
| ||
(b) Specified collateral: time of perfection by control;
| ||
continuation of perfection. A security interest in deposit | ||
accounts,
electronic
chattel paper, letter-of-credit rights,
| ||
electronic documents, or beneficial interests in Illinois land | ||
trusts
is perfected by control under Section
7-106, 9-104,
| ||
9-105, 9-107, or 9-107.1 when the secured party obtains control | ||
and
remains perfected by
control only while the secured party | ||
retains control.
| ||
(c) Investment property: time of perfection by control;
| ||
continuation of perfection. A security interest in investment | ||
property is
perfected
by control under Section 9-106 from the | ||
time the secured party obtains control
and
remains perfected by | ||
control until:
| ||
(1) the secured party does not have control; and
| ||
(2) one of the following occurs:
| ||
(A) if the collateral is a certificated security, | ||
the
debtor has or acquires possession of the security | ||
certificate;
|
(B) if the collateral is an uncertificated | ||
security, the
issuer has registered or registers the | ||
debtor as the registered owner; or
| ||
(C) if the collateral is a security entitlement, | ||
the
debtor is or becomes the entitlement holder.
| ||
(Source: P.A. 91-893, eff. 7-1-01; 92-234, eff. 1-1-02.)
| ||
(810 ILCS 5/9-317) (from Ch. 26, par. 9-317)
| ||
Sec. 9-317. Interests that take priority over or take free | ||
of
security interest or agricultural lien.
| ||
(a) Conflicting security interests and rights of lien | ||
creditors. A
security interest or agricultural lien is | ||
subordinate to the rights
of:
| ||
(1) a person entitled to priority under Section 9-322; | ||
and
| ||
(2) except as otherwise provided in subsection (e) or | ||
(f), a person
that becomes a lien creditor before the | ||
earlier of the time:
| ||
(A) the security interest or agricultural lien is | ||
perfected; or
| ||
(B) one of the conditions specified in Section | ||
9-203(b)(3) is met and a
financing statement covering | ||
the collateral is filed.
| ||
(b) Buyers that receive delivery. Except as otherwise | ||
provided in
subsection (e), a buyer, other than a secured | ||
party, of tangible chattel paper,
tangible documents, goods, |
instruments, or a security certificate takes free of a
security
| ||
interest or agricultural lien if the buyer gives value and | ||
receives delivery of
the
collateral without knowledge of the | ||
security interest or agricultural lien and
before
it is | ||
perfected.
| ||
(c) Lessees that receive delivery. Except as otherwise | ||
provided in
subsection (e), a lessee of goods takes free of a | ||
security interest or agricultural lien
if the lessee gives | ||
value and receives delivery of the collateral without knowledge
| ||
of the security interest or agricultural lien and before it is | ||
perfected.
| ||
(d) Licensees and buyers of certain collateral. A licensee | ||
of a
general intangible or a buyer, other than a secured party, | ||
of accounts, electronic
chattel paper, electronic documents,
| ||
general intangibles, or investment property other than a | ||
certificated
security takes free of a security interest if the | ||
licensee or buyer gives value
without
knowledge of the security | ||
interest and before it is perfected.
| ||
(e) Purchase-money security interest. Except as otherwise
| ||
provided in Sections 9-320 and 9-321, if a person files a | ||
financing statement
with
respect to a purchase-money security | ||
interest before or within 20 days after
the
debtor receives | ||
delivery of the collateral, the security interest takes
| ||
priority over the
rights of a buyer, lessee, or lien creditor | ||
which arise between the time the
security
interest
attaches and | ||
the time of filing.
|
(f) Public deposits. An unperfected security interest | ||
shall take priority
over the rights of
a lien creditor if (i) | ||
the lien creditor is a trustee or receiver of a bank
or acting | ||
in furtherance of its
supervisory authority over such bank and | ||
(ii) a security interest is granted by
the bank to secure a | ||
deposit of
public funds with the bank or a repurchase agreement
| ||
with the bank pursuant to the Government Securities
Act of | ||
1986, as amended.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-338)
| ||
Sec. 9-338. Priority of security interest or agricultural | ||
lien perfected
by
filed financing statement providing certain | ||
incorrect information. If a
security
interest or agricultural | ||
lien is perfected by a filed financing statement
providing
| ||
information described in Section 9-516(b)(5) which is | ||
incorrect at the time the
financing statement is filed:
| ||
(1) the security interest or agricultural lien is | ||
subordinate to a
conflicting perfected security interest | ||
in the collateral to the extent that
the holder
of the | ||
conflicting security interest gives value in reasonable | ||
reliance upon
the
incorrect information; and
| ||
(2) a purchaser, other than a secured party, of the | ||
collateral takes
free of the security interest or | ||
agricultural lien to the extent that, in
reasonable
| ||
reliance upon the incorrect information, the purchaser |
gives value and, in the
case
of tangible chattel paper, | ||
tangible documents, goods, instruments, or a security | ||
certificate,
receives
delivery of the collateral.
| ||
(Source: P.A. 91-893, eff. 7-1-01.)
| ||
(810 ILCS 5/9-601)
| ||
Sec. 9-601. Rights after default; judicial enforcement; | ||
consignor or
buyer of accounts, chattel paper, payment | ||
intangibles, or promissory notes.
| ||
(a) Rights of secured party after default. After default, a | ||
secured
party has the rights provided in this Part and, except | ||
as otherwise provided in
Section 9-602, those provided by | ||
agreement of the parties. A secured party:
| ||
(1) may reduce a claim to judgment, foreclose, or | ||
otherwise
enforce the claim, security interest, or | ||
agricultural lien by any available
judicial
procedure; and
| ||
(2) if the collateral is documents, may proceed either | ||
as to
the documents or as to the goods they cover.
| ||
(b) Rights and duties of secured party in possession or | ||
control.
A secured party in possession of collateral or control | ||
of collateral under Section
7-106, 9-104, 9-105, 9-106, or | ||
9-107 has the rights and duties provided in Section 9-207.
| ||
(c) Rights cumulative; simultaneous exercise. The rights | ||
under
subsections (a) and (b) are cumulative and may be | ||
exercised simultaneously.
| ||
(d) Rights of debtor and obligor. Except as otherwise |
provided in
subsection (g) and Section 9-605, after default, a | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
debtor and an obligor have
the
rights provided in this Part and | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
by agreement of the parties.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e) Lien of levy after judgment. 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 a judgment relates back | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
to the earliest of:
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) the date of perfection of the security interest or
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
agricultural lien in the collateral;
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) the date of filing a financing statement covering | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
the
collateral; or
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) any date specified in a statute under which the
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
agricultural lien was created.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(f) Execution sale. A sale pursuant to a judgment is a | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
foreclosure
of the security interest or agricultural lien by | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
judicial procedure within the
meaning
of this Section. A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
secured party may purchase at the sale and thereafter hold
the
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
collateral free of any other requirements of this Article.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(g) Consignor or buyer of certain rights to payment. Except | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
as
otherwise provided in Section 9-607(c), 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.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Source: P.A. 91-893, eff. 7-1-01.)
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||