2023–2024 Regular Session

Senate Bill 1084

An Act amending Titles 13 (Commercial Code) and 20 (Decedents, Estates and Fiduciaries) of the Pennsylvania Consolidated Statutes, extensively revising the Uniform Commercial Code to accommodate emerging technologies utilized in commercial transactions: In general provisions: Further providing for general definitions, for value, for territorial applicability and parties' power to choose applicable law and for waiver or renunciation of claim or right after breach. In sales: Further providing for scope and certain security and other transactions excluded from division, for definitions of "contract," "agreement," "contract for sale," "sale," "present sale," "conforming" to contract, "termination" and "cancellation," for formal requirements and statute of frauds, for final written expression and parol or extrinsic evidence, for seals inoperative, for firm offers and for modification, rescission and waiver. In leases: Further providing for scope, for definitions and index of definitions, for waiver or renunciation of claim or right after default, for statute of frauds, for final written expression and parol or extrinsic evidence, for seals inoperative, for firm offers, for modification, rescission and waiver and for exclusion or modification of warranties. In negotiable instruments: Further providing for negotiable instrument, for issue of instrument, for signature and for discharge by cancellation or renunciation. In funds transfers: Further providing for payment order and definitions, for security procedure, for authorized and verified payment orders, for unenforceability of certain verified payment orders, for misdescription of beneficiary, for misdescription of intermediary bank or beneficiary's bank, for rejection of payment order, for cancellation and amendment of payment order and for liability for late or improper execution or failure to execute payment order. In letters of credit: Further providing for formal requirements and for choice of law and forum. In warehouse receipts, bills of lading and other documents of title: Further providing for definitions and index of definitions and for control of electronic document of title. In investment securities: Further providing for definitions, for rules for determining whether certain obligations and interests are securities or financial assets, for control, for applicability and choice of law and for protected purchaser. In secured transactions: Further providing for definitions and index of definitions, for control of deposit account and for control of electronic chattel paper. Providing for control of controllable electronic record, controllable account or controllable payment intangible. Further providing for attachment and enforceability of security interest, proceeds, supporting obligations and formal requisites, for after-acquired property and future advances, for rights and duties of secured party having possession or control of collateral, for additional duties of secured party having control of collateral, for duties of secured party if account debtor has been notified of assignment, for request for accounting and request regarding list of collateral or statement of account, for law governing perfection and priority of security interests, for law governing perfection and priority of security interests in deposit accounts and for law governing perfection and priority of security interests in investment property. Providing for law governing perfection and priority of security interests in chattel paper and for law governing perfection and priority of security interests in controllable accounts, controllable electronic records and controllable payment intangibles. Further providing for when filing required to perfect security interest or agricultural lien and security interests and agricultural liens to which filing provisions do not apply, for 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 and temporary perfection without filing or transfer of possession, for when possession by or delivery to secured party perfects security interest without filing and for perfection by control. Providing for perfection by possession and control of chattel paper. Further providing for effect of change in governing law, for interests which take priority over or take free of security interest or agricultural lien, for priorities among conflicting security interests in and agricultural liens on same collateral, for future advances and for priority of purchase-money security interests. Providing for priority of security interest in controllable account, controllable electronic record and controllable payment intangible. Further providing for priority of purchaser of chattel paper or instrument, for priority of rights of purchasers of instruments, documents and securities under other divisions, priority of interests in financial assets and security entitlements under Division 8, for transfer of money and transfer of funds from deposit account, for priority of security interests in fixtures and crops, for bank's rights and duties with respect to deposit account, for rights acquired by assignee and claims and defenses against assignee, for discharge of account debtor, notification of assignment, identification and proof of assignment, restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective, for restrictions on assignment of promissory notes, health-care-insurance receivables and certain general intangibles ineffective, for persons entitled to file a record, for termination statement, for rights after default, judicial enforcement and consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes, for unknown debtor or secondary obligor, for application of proceeds of collection or enforcement and liability for deficiency and right to surplus, for notification before disposition of collateral, for contents and form of notification before disposition of collateral, general, for contents and form of notification before disposition of collateral, consumer-goods transaction, for application of proceeds of disposition and liability for deficiency and right to surplus, for explanation of calculation of surplus or deficiency, for transfer of record or legal title, for acceptance of collateral in full or partial satisfaction of obligation and compulsory disposition of collateral, for notification of proposal to accept collateral, for waiver and for nonliability and limitation on liability of secured party and liability of secondary obligor. In controllable electronic records: Providing for short title of division, for definitions, for relation to Division 9 and consumer laws, for rights in controllable account, controllable electronic record and controllable payment intangible, for control of controllable electronic record, for discharge of account debtor on controllable account or controllable payment intangible and for governing law. Providing for transition. In decedents, estates and fiduciaries, in powers of attorney: Further providing for authority that requires specific and general grant of authority. Making editorial changes.