§9416. Transferable records
1. Definition.
In this section, "transferable record" means an electronic record that:
A. Would be a note under Title 11, Article 3-A or a document under Title 11, Article 7-A if the electronic record were in writing; and [2009, c. 324, Pt. B, §1 (AMD); 2009, c. 324, Pt. B, §48 (AFF).]
B. The issuer of the electronic record expressly has agreed is a transferable record. [1999, c. 762, §2 (NEW).]
[
2009, c. 324, Pt. B, §1 (AMD);
2009, c. 324, Pt. B, §48 (AFF)
.]
2. Control.
A person has control of a transferable record if an information processing system
employed for evidencing the transfer of interests in the transferable record reliably
establishes that person as the person to which the transferable record was issued
or transferred.
[
1999, c. 762, §2 (NEW)
.]
3. Compliance.
An information processing system satisfies subsection 2, and a person is deemed
to have control of a transferable record, if the transferable record is created, stored
and assigned in such a manner that:
A. A single authoritative copy of the transferable record exists that is unique, identifiable
and, except as otherwise provided in paragraphs D, E and F, unalterable; [1999, c. 762, §2 (NEW).]
B. The authoritative copy identifies the person asserting control as:
(1) The person to which the transferable record was issued; or
(2) If the authoritative copy indicates that the transferable record has been transferred,
the person to which the transferable record was most recently transferred; [1999, c. 762, §2 (NEW).]
C. The authoritative copy is communicated to and maintained by the person asserting control
or its designated custodian; [1999, c. 762, §2 (NEW).]
D. Copies or revisions that add or change an identified assignee of the authoritative
copy can be made only with the consent of the person asserting control; [1999, c. 762, §2 (NEW).]
E. Each copy of the authoritative copy and any copy of a copy is readily identifiable
as a copy that is not the authoritative copy; and [1999, c. 762, §2 (NEW).]
F. Any revision of the authoritative copy is readily identifiable as authorized or unauthorized. [1999, c. 762, §2 (NEW).]
[
1999, c. 762, §2 (NEW)
.]
4. Holders.
Except as otherwise agreed, a person having control of a transferable record is
the holder, as defined in Title 11, section 1-1201, subsection (21), of the transferable
record and has the same rights and defenses as a holder of an equivalent record or
writing under the Uniform Commercial Code, including, if the applicable statutory
requirements under Title 11, section 3-1302, subsection (1); Title 11, section 7-1501;
or Title 11, section 9-308 are satisfied, the rights and defenses of a holder in due
course, a holder to which a negotiable document of title has been duly negotiated
or a purchaser, respectively. Delivery, possession and indorsement are not required
to obtain or exercise any of the rights under this subsection.
[
2009, c. 652, Pt. A, §8 (AFF);
2009, c. 652, Pt. A, §7 (RPR)
.]
5. Obligors.
Except as otherwise agreed, an obligor under a transferable record has the same
rights and defenses as an equivalent obligor under equivalent records or writings
under the Uniform Commercial Code.
[
1999, c. 762, §2 (NEW)
.]
6. Proof.
If requested by a person against which enforcement is sought, the person seeking
to enforce the transferable record shall provide reasonable proof that the person
seeking to enforce the transferable record is in control of the transferable record.
Proof includes access to the authoritative copy of the transferable record and related
business records sufficient to review the terms of the transferable record and to
establish the identity of the person having control of the transferable record.
[
1999, c. 762, §2 (NEW)
.]
SECTION HISTORY
1999, c. 762, §2 (NEW).
2009, c. 324, Pt. B, §§1, 2 (AMD).
2009, c. 324, Pt. B, §48 (AFF).
2009, c. 325, Pt. B, §3 (AMD).
2009, c. 325, Pt. B, §27 (AFF).
2009, c. 652, Pt. A, §7 (AMD).
2009, c. 652, Pt. A, §8 (AFF).
