Uniform Commercial Code Modifications
What changed between versions
New Section 70A-1a-301 (Territorial applicability -- Parties' power to choose applicable law) was added. It allows parties to agree that the law of their chosen state or nation governs their transaction, provided the transaction bears a reasonable relation to that jurisdiction. It also lists specific UCC provisions where the specified governing law overrides any contrary party agreement.
New Section 70A-8-109 (Applicability -- Choice of law for investment securities) was added. It establishes that the issuer's jurisdiction governs matters like security validity and registration of transfer, while the securities intermediary's jurisdiction governs security entitlements. It provides a detailed hierarchy for determining which jurisdiction applies when parties have not agreed.
The definition of 'Conspicuous' in Section 70A-1a-201 was modified to add 'based on the totality of the circumstances' before the reasonable person standard. This makes the test for whether a term is conspicuous more flexible and context-dependent rather than purely mechanical.
Senate Sponsor Kirk A. Cullimore was added to the bill's sponsorship information.
