Connecticut uniform commercial code

Connecticut uniform commercial code DEFAULT

State of Connecticut

Metadata Updated:8 Október, 2021

This dataset contains liens filed with the Business Services Division of the Office of the Secretary of the State. Most liens are filed under the Uniform Commercial Code, but the dataset also contains vessel and aircraft liens, and liens filed by the Internal Revenue Service, the Connecticut Department of Labor, and municipalities.

The dataset only contains liens that are active (e.g., not lapsed) or that are less than one year past their natural lapse date.

Note that liens showing a lapse date of December 31, 9999 have no lapse date and are effective until released/terminated. These liens will remain on the data set for one year following termination/release.

The source data for this data set is as of 7.2021.

Access & Use Information

Public: This dataset is intended for public access and use.Non-Federal: This dataset is covered by different Terms of Use than License: No license information was provided.

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Metadata Created Date12 November, 2020
Metadata Updated Date8 Október, 2021

Metadata Source

Harvested from Connecticut Data.json

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Resource TypeDataset
Metadata Created Date12 November, 2020
Metadata Updated Date8 Október, 2021
Unique IdentifierUnknown

Herbert Wagner

Data First Published 2020-03-13
Data Last Modified 2021-10-08
Category Business
Public Access Level public
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Chapter 11.  General Provisions


§ 1101.  Short titles.

§ 1102.  Scope of division.

§ 1103.  Construction of title to promote its purposes and policies; applicability of supplemental principles of law.

§ 1104.  Construction against implied repeal.

§ 1105.  (Reserved).

§ 1106.  Use of singular and plural; gender (Reserved).

§ 1107.  Section captions.

§ 1108.  Relation to Electronic Signatures in Global and National Commerce Act.

§ 1109.  Construction.


Chapter 12.  General Definitions and Principles of Interpretation


§ 1201.  General definitions.

§ 1202.  Notice; knowledge.

§ 1203.  Lease distinguished from security interest.

§ 1204.  Value.

§ 1205.  Reasonable time; seasonableness.

§ 1206.  Presumptions.


Chapter 13.  Territorial Applicability and General Rules


§ 1301.  Territorial applicability; parties' power to choose

applicable law.

§ 1302.  Variation by agreement.

§ 1303.  Course of performance, course of dealing and usage of trade.

§ 1304.  Obligation of good faith.

§ 1305.  Remedies to be liberally administered.

§ 1306.  Waiver or renunciation of claim or right after breach.

§ 1307.  Prima facie evidence by third-party documents.

§ 1308.  Performance or acceptance under reservation of rights.

§ 1309.  Option to accelerate at will.

§ 1310.  Subordinated obligations.




Chapter 21.  Short Title, General Construction and Subject Matter


§ 2101.  Short title of division.

§ 2102.  Scope; certain security and other transactions excluded from division.

§ 2103.  Definitions and index of definitions.

§ 2104.  Definitions: "merchant"; "between merchants"; "financing agency."

§ 2105.  Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit."

§ 2106.  Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation."

§ 2107.  Goods to be severed from realty: recording.


Chapter 22.  Form, Formation and Readjustment of Contract


§ 2201.  Formal requirements; statute of frauds.

§ 2202.  Final written expression: parol or extrinsic evidence.

§ 2203.  Seals inoperative.

§ 2204.  Formation in general.

§ 2205.  Firm offers.

§ 2206.  Offer and acceptance in formation of contract.

§ 2207.  Additional terms in acceptance or confirmation.

§ 2208.  Course of performance or practical construction (Deleted by amendment).

§ 2209.  Modification, rescission and waiver.

§ 2210.  Delegation of performance; assignment of rights.


Chapter 23.  General Obligation and Construction of Contract


§ 2301.  General obligations of parties.

§ 2302.  Unconscionable contract or clause.

§ 2303.  Allocation or division of risks.

§ 2304.  Price payable in money, goods, realty or otherwise.

§ 2305.  Open price term.

§ 2306.  Output, requirements and exclusive dealings.

§ 2307.  Delivery in single lot or several lots.

§ 2308.  Absence of specified place for delivery.

§ 2309.  Absence of specific time provisions; notice of termination.

§ 2310.  Open time for payment or running of credit; authority to ship under reservation.

§ 2311.  Options and cooperation respecting performance.

§ 2312.  Warranty of title and against infringement; obligation of buyer against infringement.

§ 2313.  Express warranties by affirmation, promise, description or sample.

§ 2314.  Implied warranty: merchantability; usage of trade.

§ 2315.  Implied warranty: fitness for particular purpose.

§ 2316.  Exclusion or modification of warranties.

§ 2317.  Cumulation and conflict of warranties express or implied.

§ 2318.  Third party beneficiaries of warranties express or implied.

§ 2319.  F.O.B. and F.A.S. terms.

§ 2320.  C.I.F. and C. & F. terms.

§ 2321.  C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival.

§ 2322.  Delivery "ex-ship."

§ 2323.  Form of bill of lading required in overseas shipment; "overseas."

§ 2324.  "No arrival, no sale" term.

§ 2325.  "Letter of credit" term; "confirmed credit."

§ 2326.  Sale on approval and sale or return; rights of creditors.

§ 2327.  Special incidents of sale on approval and sale or return.

§ 2328.  Sale by auction.


Chapter 24.  Title, Creditors and Good Faith Purchasers


§ 2401.  Passing of title; reservation for security; limited application of section.

§ 2402.  Rights of creditors of seller against sold goods.

§ 2403.  Power to transfer; good faith purchase of goods; "entrusting."


Chapter 25.  Performance


§ 2501.  Insurable interest in goods; manner of identification of goods.

§ 2502.  Right of buyer to goods on repudiation, failure to deliver or insolvency of seller.

§ 2503.  Manner of tender of delivery by seller.

§ 2504.  Shipment by seller.

§ 2505.  Shipment by seller under reservation.

§ 2506.  Rights of financing agency.

§ 2507.  Effect of tender by seller; delivery on condition.

§ 2508.  Cure by seller of improper tender or delivery; replacement.

§ 2509.  Risk of loss in absence of breach.

§ 2510.  Effect of breach on risk of loss.

§ 2511.  Tender of payment by buyer; payment by check.

§ 2512.  Payment by buyer before inspection.

§ 2513.  Right of buyer to inspection of goods.

§ 2514.  When documents deliverable on acceptance; when on payment.

§ 2515.  Preserving evidence of goods in dispute.


Chapter 26.  Breach, Repudiation and Excuse


§ 2601.  Rights of buyer on improper delivery.

§ 2602.  Manner and effect of rightful rejection.

§ 2603.  Duties of merchant buyer as to rightfully rejected goods.

§ 2604.  Options of buyer as to salvage of rightfully rejected goods.

§ 2605.  Waiver of objections of buyer by failure to particularize.

§ 2606.  What constitutes acceptance of goods.

§ 2607.  Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

§ 2608.  Revocation of acceptance in whole or in part.

§ 2609.  Right to adequate assurance of performance.

§ 2610.  Anticipatory repudiation.

§ 2611.  Retraction of anticipatory repudiation.

§ 2612.  "Installment contract"; breach.

§ 2613.  Casualty to identified goods.

§ 2614.  Substituted performance.

§ 2615.  Excuse by failure of presupposed conditions.

§ 2616.  Procedure on notice claiming excuse.


Chapter 27.  Remedies


§ 2701.  Remedies for breach of collateral contracts not impaired.

§ 2702.  Remedies of seller on discovery of insolvency of buyer.

§ 2703.  Remedies of seller in general.

§ 2704.  Right of seller to identify goods to contract notwithstanding breach or to salvage unfinished goods.

§ 2705.  Stoppage by seller of delivery in transit or otherwise.

§ 2706.  Resale by seller including contract for resale.

§ 2707.  "Person in the position of a seller."

§ 2708.  Damages of seller for nonacceptance or repudiation.

§ 2709.  Action for the price.

§ 2710.  Incidental damages of seller.

§ 2711.  Remedies of buyer in general; security interest of buyer in rejected goods.

§ 2712.  "Cover"; procurement by buyer of substitute goods.

§ 2713.  Damages of buyer for nondelivery or repudiation.

§ 2714.  Damages of buyer for breach in regard to accepted goods.

§ 2715.  Incidental and consequential damages of buyer.

§ 2716.  Right of buyer to specific performance or replevin.

§ 2717.  Deduction of damages from price.

§ 2718.  Liquidation or limitation of damages; deposits.

§ 2719.  Contractual modification or limitation of remedy.

§ 2720.  Effect of "cancellation" or "rescission" on claims for antecedent breach.

§ 2721.  Remedies for fraud.

§ 2722.  Who can sue third parties for injury to goods.

§ 2723.  Proof of market price: time and place.

§ 2724.  Admissibility of market quotations.

§ 2725.  Statute of limitations in contracts for sale.




Chapter 2A1.  General Provisions


§ 2A101.  Short title of division.

§ 2A102.  Scope.

§ 2A103.  Definitions and index of definitions.

§ 2A104.  Leases subject to other law.

§ 2A105.  Territorial application of division to goods covered by certificate of title.

§ 2A106.  Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

§ 2A107.  Waiver or renunciation of claim or right after default.

§ 2A108.  Unconscionability.

§ 2A109.  Option to accelerate at will.


Chapter 2A2.  Formation and Construction of Lease Contract


§ 2A201.  Statute of frauds.

§ 2A202.  Final written expression: parol or extrinsic evidence.

§ 2A203.  Seals inoperative.

§ 2A204.  Formation in general.

§ 2A205.  Firm offers.

§ 2A206.  Offer and acceptance in formation of lease contract.

§ 2A207.  Course of performance or practical construction (Deleted by amendment).

§ 2A208.  Modification, rescission and waiver.

§ 2A209.  Lessee under finance lease as beneficiary of supply contract.

§ 2A210.  Express warranties.

§ 2A211.  Warranties against interference and against infringement; lessee's obligation against infringement.

§ 2A212.  Implied warranty of merchantability.

§ 2A213.  Implied warranty of fitness for particular purpose.

§ 2A214.  Exclusion or modification of warranties.

§ 2A215.  Cumulation and conflict of warranties express or implied.

§ 2A216.  Third party beneficiaries of express and implied warranties.

§ 2A217.  Identification.

§ 2A218.  Insurance and proceeds.

§ 2A219.  Risk of loss.

§ 2A220.  Effect of default on risk of loss.

§ 2A221.  Casualty to identified goods.


Chapter 2A3.  Effect of Lease Contract


§ 2A301.  Enforceability of lease contract.

§ 2A302.  Title to and possession of goods.

§ 2A303.  Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.

§ 2A304.  Subsequent lease of goods by lessor.

§ 2A305.  Sale or sublease of goods by lessee.

§ 2A306.  Priority of certain liens arising by operation of law.

§ 2A307.  Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.

§ 2A308.  Special rights of creditors.

§ 2A309.  Lessor's and lessee's rights when goods become fixtures.

§ 2A310.  Lessor's and lessee's rights when goods become accessions.

§ 2A311.  Priority subject to subordination.


Chapter 2A4.  Performance of Lease Contract: Repudiated, Substituted and Excused


§ 2A401.  Insecurity: adequate assurance of performance.

§ 2A402.  Anticipatory repudiation.

§ 2A403.  Retraction of anticipatory repudiation.

§ 2A404.  Substituted performance.

§ 2A405.  Excused performance.

§ 2A406.  Procedure on excused performance.

§ 2A407.  Irrevocable promises: finance leases.


Chapter 2A5.  Default


Subchapter A.  In General


§ 2A501.  Default: procedure.

§ 2A502.  Notice after default.

§ 2A503.  Modification or impairment of rights and remedies.

§ 2A504.  Liquidation of damages.

§ 2A505.  Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies.

§ 2A506.  Statute of limitations.

§ 2A507.  Proof of market rent: time and place.


Subchapter B.  Default by Lessor


§ 2A508.  Lessee's remedies.

§ 2A509.  Lessee's rights on improper delivery; rightful rejection.

§ 2A510.  Installment lease contracts: rejection and default.

§ 2A511.  Merchant lessee's duties as to rightfully rejected goods.

§ 2A512.  Lessee's duties as to rightfully rejected goods.

§ 2A513.  Cure by lessor of improper tender or delivery; replacement.

§ 2A514.  Waiver of lessee's objections.

§ 2A515.  Acceptance of goods.

§ 2A516.  Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.

§ 2A517.  Revocation of acceptance of goods.

§ 2A518.  Cover; substitute goods.

§ 2A519.  Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods.

§ 2A520.  Lessee's incidental and consequential damages.

§ 2A521.  Lessee's right to specific performance or replevin.

§ 2A522.  Lessee's right to goods on lessor's insolvency.


Subchapter C.  Default by Lessee


§ 2A523.  Lessor's remedies.

§ 2A524.  Lessor's right to identify goods to lease contract.

§ 2A525.  Lessor's right to possession of goods.

§ 2A526.  Lessor's stoppage of delivery in transit or otherwise.

§ 2A527.  Lessor's rights to dispose of goods.

§ 2A528.  Lessor's damages for nonacceptance, failure to pay, repudiation or other default.

§ 2A529.  Lessor's action for the rent.

§ 2A530.  Lessor's incidental damages.

§ 2A531.  Standing to sue third parties for injury to goods.

§ 2A532.  Lessor's rights to residual interest.




Chapter 31.  General Provisions and Definitions


§ 3101.  Short title of division.

§ 3102.  Subject matter.

§ 3103.  Definitions and index of definitions.

§ 3104.  Negotiable instrument.

§ 3105.  Issue of instrument.

§ 3106.  Unconditional promise or order.

§ 3107.  Instrument payable in foreign money.

§ 3108.  Payable on demand or at definite time.

§ 3109.  Payable to bearer or to order.

§ 3110.  Identification of person to whom instrument is payable.

§ 3111.  Place of payment.

§ 3112.  Interest.

§ 3113.  Date of instrument.

§ 3114.  Contradictory terms of instrument.

§ 3115.  Incomplete instrument.

§ 3116.  Joint and several liability; contribution.

§ 3117.  Other agreements affecting instrument.

§ 3118.  Statute of limitations.

§ 3119.  Notice of right to defend action.


Chapter 32.  Negotiation, Transfer and Indorsement


§ 3201.  Negotiation.

§ 3202.  Negotiation subject to rescission.

§ 3203.  Transfer of instrument; rights acquired by transfer.

§ 3204.  Indorsement.

§ 3205.  Special indorsement; blank endorsement; anomalous endorsement.

§ 3206.  Restrictive indorsement.

§ 3207.  Reacquisition.


Chapter 33.  Enforcement of Instruments


§ 3301.  Person entitled to enforce instrument.

§ 3302.  Holder in due course.

§ 3303.  Value and consideration.

§ 3304.  Overdue instrument.

§ 3305.  Defenses and claims in recoupment.

§ 3306.  Claims to an instrument.

§ 3307.  Notice of breach of fiduciary duty.

§ 3308.  Proof of signatures and status as holder in due course.

§ 3309.  Enforcement of lost, destroyed or stolen instrument.

§ 3310.  Effect of instrument on obligation for which taken.

§ 3311.  Accord and satisfaction by use of instrument.

§ 3312.  Lost, destroyed or stolen cashier's check, teller's check or certified check.


Chapter 34.  Liability of Parties


§ 3401.  Signature.

§ 3402.  Signature by representative.

§ 3403.  Unauthorized signature.

§ 3404.  Impostors; fictitious payees.

§ 3405.  Employer's responsibility for fraudulent indorsement by employee.

§ 3406.  Negligence contributing to forged signature or alteration of instrument.

§ 3407.  Alteration.

§ 3408.  Drawee not liable on unaccepted draft.

§ 3409.  Acceptance of draft; certified check.

§ 3410.  Acceptance varying draft.

§ 3411.  Refusal to pay cashier's checks, teller's checks and certified checks.

§ 3412.  Obligation of issuer of note or cashier's check.

§ 3413.  Obligation of acceptor.

§ 3414.  Obligation of drawer.

§ 3415.  Obligation of indorser.

§ 3416.  Transfer warranties.

§ 3417.  Presentment warranties.

§ 3418.  Payment or acceptance by mistake.

§ 3419.  Instruments signed for accommodation.

§ 3420.  Conversion of instrument.


Chapter 35.  Dishonor


§ 3501.  Presentment.

§ 3502.  Dishonor.

§ 3503.  Notice of dishonor.

§ 3504.  Excused presentment and notice of dishonor.

§ 3505.  Evidence of dishonor.


Chapter 36.  Discharge and Payment


§ 3601.  Discharge and effect of discharge.

§ 3602.  Payment.

§ 3603.  Tender of payment.

§ 3604.  Discharge by cancellation or renunciation.

§ 3605.  Discharge of indorsers and accommodation parties.




Chapter 41.  General Provisions and Definitions


§ 4101.  Short title of division.

§ 4102.  Applicability.

§ 4103.  Variation by agreement; measure of damages; action constituting ordinary care.

§ 4104.  Definitions and index of definitions.

§ 4105.  "Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank."

§ 4106.  Payable through or payable at bank; collecting bank.

§ 4107.  Separate office of a bank.

§ 4108.  Time of receipt of items.

§ 4109.  Delays.

§ 4110.  Electronic presentment.

§ 4111.  Statute of limitations.


Chapter 42.  Collection of Items: Depositary and Collecting Banks


§ 4201.  Status of collecting bank as agent and provisional status of credits; applicability of division; item indorsed "pay any bank."

§ 4202.  Responsibility for collection or return; when action timely.

§ 4203.  Effect of instructions.

§ 4204.  Methods of sending and presenting; sending directly to payor bank.

§ 4205.  Depositary bank holder of unindorsed item.

§ 4206.  Transfer between banks.

§ 4207.  Transfer warranties.

§ 4208.  Presentment warranties.

§ 4209.  Encoding and retention warranties.

§ 4210.  Security interest of collecting bank in items, accompanying documents and proceeds.

§ 4211.  When bank gives value for purposes of holder in due course.

§ 4212.  Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser.

§ 4213.  Medium and time of settlement by bank.

§ 4214.  Right of charge-back or refund; liability of collecting bank; return of item.

§ 4215.  Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.

§ 4216.  Insolvency and preference.


Chapter 43.  Collection of Items: Payor Banks


§ 4301.  Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.

§ 4302.  Responsibility of payor bank for late return of item.

§ 4303.  When items subject to notice, stop-payment order, legal process or set-off; order in which items may be charged or certified.


Chapter 44.  Relationship Between Payor Bank and Its Customer


§ 4401.  When bank may charge account of customer.

§ 4402.  Liability of bank to customer for wrongful dishonor; time of determining insufficiency of account.

§ 4403.  Right of customer to stop payment; burden of proof of loss.

§ 4404.  Bank not obligated to pay check more than six months old.

§ 4405.  Death or incapacity of customer.

§ 4406.  Duty of customer to discover and report unauthorized signature or alteration.

§ 4407.  Right of payor bank to subrogation on improper payment.


Chapter 45.  Collection of Documentary Drafts


§ 4501.  Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.

§ 4502.  Presentment of "on arrival" drafts.

§ 4503.  Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.

§ 4504.  Privilege of presenting bank to deal with goods; security interest for expenses.




Chapter 4A1.  Subject Matter and Definitions


§ 4A101.  Short title of division.

§ 4A102.  Subject matter.

§ 4A103.  Payment order; definitions.

§ 4A104.  Funds transfer; definitions.

§ 4A105.  Other definitions.

§ 4A106.  Time payment order is received.

§ 4A107.  Federal Reserve regulations and operating circulars.

§ 4A108.  Relationship to Electronic Fund Transfer Act.


Chapter 4A2.  Issue and Acceptance of Payment Order


§ 4A201.  Security procedure.

§ 4A202.  Authorized and verified payment orders.

§ 4A203.  Unenforceability of certain verified payment orders.

§ 4A204.  Refund of payment and duty of customer to report with respect to unauthorized payment order.

§ 4A205.  Erroneous payment orders.

§ 4A206.  Transmission of payment order through funds-transfer or other communication system.

§ 4A207.  Misdescription of beneficiary.

§ 4A208.  Misdescription of intermediary bank or beneficiary's bank.

§ 4A209.  Acceptance of payment order.

§ 4A210.  Rejection of payment order.

§ 4A211.  Cancellation and amendment of payment order.

§ 4A212.  Liability and duty of receiving bank regarding unaccepted payment order.


Chapter 4A3.  Execution of Sender's Payment Order by Receiving Bank


§ 4A301.  Execution and execution date.

§ 4A302.  Obligations of receiving bank in execution of payment order.

§ 4A303.  Erroneous execution of payment order.

§ 4A304.  Duty of sender to report erroneously executed payment order.

§ 4A305.  Liability for late or improper execution or failure to execute payment order.


Chapter 4A4.  Payment


§ 4A401.  Payment date.

§ 4A402.  Obligation of sender to pay receiving bank.

§ 4A403.  Payment by sender to receiving bank.

§ 4A404.  Obligation of beneficiary's bank to pay and give notice to beneficiary.

§ 4A405.  Payment by beneficiary's bank to beneficiary.

§ 4A406.  Payment by originator to beneficiary; discharge of underlying obligation.


Chapter 4A5.  Miscellaneous Provisions


§ 4A501.  Variation by agreement and effect of funds-transfer system rule.

§ 4A502.  Creditor process served on receiving bank; setoff by beneficiary's bank.

§ 4A503.  Injunction or restraining order with respect to funds transfer.

§ 4A504.  Order in which items and payment orders may be charged to account; order of withdrawals from account.

§ 4A505.  Preclusion of objection to debit of customer's account.

§ 4A506.  Rate of interest.

§ 4A507.  Choice of law.




Chapter 51.  Letters of Credit


§ 5101.  Short title of division.

§ 5102.  Definitions.

§ 5103.  Scope.

§ 5104.  Formal requirements.

§ 5105.  Consideration.

§ 5106.  Issuance, amendment, cancellation and duration.

§ 5107.  Confirmer, nominated person and advisor.

§ 5108.  Issuer's rights and obligations.

§ 5109.  Fraud and forgery.

§ 5110.  Warranties.

§ 5111.  Remedies.

§ 5112.  Transfer of letter of credit.

§ 5113.  Transfer by operation of law.

§ 5114.  Assignment of proceeds.

§ 5115.  Statute of limitations.

§ 5116.  Choice of law and forum.

§ 5117.  Subrogation of issuer, applicant and nominated person.

§ 5118.  Security interest of issuer or nominated person.




Chapter 61.  Bulk Transfers (Repealed)


§ 6101 - § 6111 (Repealed).





Chapter 71.  General


§ 7101.  Short title of division.

§ 7102.  Definitions and index of definitions.

§ 7103.  Relation of division to treaty or statute.

§ 7104.  Negotiable and nonnegotiable document of title.

§ 7105.  Reissuance in alternative medium.

§ 7106.  Control of electronic document of title.


Chapter 72.  Warehouse Receipts: Special Provisions


§ 7201.  Person that may issue a warehouse receipt; storage under bond.

§ 7202.  Form of warehouse receipt; effect of omission.

§ 7203.  Liability for nonreceipt or misdescription.

§ 7204.  Duty of care; contractual limitation of warehouse's liability.

§ 7205.  Title under warehouse receipt defeated in certain cases.

§ 7206.  Termination of storage at warehouse's option.

§ 7207.  Goods must be kept separate; fungible goods.

§ 7208.  Altered warehouse receipts.

§ 7209.  Lien of warehouse.

§ 7210.  Enforcement of warehouse's lien.


Chapter 73.  Bills of Lading: Special Provisions


§ 7301.  Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load and count"; improper handling.

§ 7302.  Through bills of lading and similar documents of title.

§ 7303.  Diversion; reconsignment; change of instructions.

§ 7304.  Tangible bills of lading in a set.

§ 7305.  Destination bills.

§ 7306.  Altered bills of lading.

§ 7307.  Lien of carrier.

§ 7308.  Enforcement of carrier's lien.

§ 7309.  Duty of care; contractual limitation of carrier's liability.


Chapter 74.  Warehouse Receipts and Bills of Lading: General Obligations


§ 7401.  Irregularities in issue of receipt or bill or conduct of issuer.

§ 7402.  Duplicate document of title; overissue.

§ 7403.  Obligation of bailee to deliver; excuse.

§ 7404.  No liability for good faith delivery pursuant to document of title.


Chapter 75.  Warehouse Receipts and Bills of Lading: Negotiation and Transfer


§ 7501.  Form of negotiation and requirements of due negotiation.

§ 7502.  Rights acquired by due negotiation.

§ 7503.  Document of title to goods defeated in certain cases.

§ 7504.  Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

§ 7505.  Indorser not guarantor for other parties.

§ 7506.  Delivery without indorsement; right to compel indorsement.

§ 7507.  Warranties on negotiation or delivery of document of title.

§ 7508.  Warranties of collecting bank as to documents of title.

§ 7509.  Adequate compliance with commercial contract.


Chapter 76.  Warehouse Receipts and Bills of Lading: Miscellaneous Provisions


§ 7601.  Lost, stolen or destroyed documents of title.

§ 7602.  Judicial process against goods covered by negotiable document of title.

§ 7603.  Conflicting claims; interpleader.




Chapter 81.  Short Title and General Matters


§ 8101.  Short title of division.

§ 8102.  Definitions.

§ 8103.  Rules for determining whether certain obligations and interests are securities or financial assets.

§ 8104.  Acquisition of security or financial asset or interest therein.

§ 8105.  Notice of adverse claim.

§ 8106.  Control.

§ 8107.  Whether indorsement, instruction or entitlement order is effective.

§ 8108.  Warranties in direct holding.

§ 8109.  Warranties in indirect holding.

§ 8110.  Applicability; choice of law.

§ 8111.  Clearing corporation rules.

§ 8112.  Creditor's legal process.

§ 8113.  Statute of frauds inapplicable.

§ 8114.  Evidentiary rules concerning certificated securities.

§ 8115.  Securities intermediary and others not liable to adverse claimant.

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Electronic Signatures: The New Normal Amidst Remote Work

With government-mandated stay-at-home orders and many people still working remotely, original wet-ink signatures on legal documents have become inconvenient and difficult to obtain. Electronic signatures are not a new phenomenon but with more people working remotely, the demand for electronic signatures used in commerce is more important than ever in order to conduct business and document transactions in a timely and reliable manner. The question many people have is whether electronic signatures are legally enforceable, and if so, what legal documents can be electronically signed, and how? This article explores the landscape of electronic signatures going forward.

Governing Law

Federal and state laws permit electronic signatures. The United States generally has two sources of law that govern the validity of electronic signatures: the state Uniform Electronic Transactions Act (“UETA”) and the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN”). The guiding principle of both laws is that when the parties to a contract have agreed to use an electronic signature, an electronic signature “may not be denied legal effect . . . solely because it is in electronic form.” [1] UETA was adopted in an effort to “remove obstacles to electronic transactions by setting an expansive view of what constitutes electronic records or signatures.”[2] Many states have adopted the UETA and it is the law for most jurisdictions. E-SIGN preempts a state’s law on electronic transactions unless the state has adopted UETA or rules consistent with E-SIGN. In states that have adopted UETA, such as Connecticut, E-SIGN governs only to the extent a state’s version is inconsistent with E-SIGN.

What is an E-Signature?

The Connecticut Uniform Electronic Transactions Act (“CUETA”) defines an electronic signature as “an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.”[3] This definition allows the signatory numerous ways to consent to the terms of the document. An electronic signature can come from a person typing their name in a program such as Adobe PDF, clicking “I Agree” or similarly styled digital icons, using Docusign or AdobeSign signatures, using PINs or passwords, or physically signing an agreement and sending a scan or image of that document as a signature page via PDF.[4] However, both federal and state laws require methods to be in place to confirm and verify the identity of the electronic signatory. For example, CUETA requires security procedures to detect changes or errors.[5]

Validity of Electronic Signatures

Under the provisions of CUETA, an electronic signature cannot be denied legal effect or enforceability solely because the record or signature is in electronic form. [6] Furthermore, CUETA specifies that if a law requires a signature, an electronic signature satisfies the law.[7] CUETA gives legal effect to electronic signatures because the actual use of electronic signatures manifests the parties’ agreement to use them in the first place. Whether CUETA is applicable to a specific transaction depends on whether the parties to the transaction have agreed to conduct the transaction by electronic means, which is determined by examining the context and circumstances of the transaction, as well as the parties’ conduct.[8] In practice, consent could occur by simply asking the other party to a transaction whether they would like to receive their documents via email rather than by mail. Alternatively, lenders, for example, can obtain consent from borrowers or customers, which is typically the case when suggesting an electronic signature platform.[9]


It is important to note, however, that certain types of transactions are categorially excluded from E-SIGN and CUETA. For example, both E-SIGN and CUETA specifically exclude transactions involving probate documents, divorce documents, real estate foreclosure proceedings, and transactions governed by Articles 3-9 of the Uniform Commercial Code (UCC). CUETA therefore expressly excludes wills, codicils, and testamentary trusts from the operation of the state electronic transactions laws.[10]  While the absence of inter vivos trusts in the language of CUETA may imply inter vivos trusts can have an electronic signature rather than an original wet ink signature, the legislative history of the UETA enunciated by the National Commissioners on Uniform State Laws (“NCCUSL”) provides helpful insight as to why wills, codicils, and testamentary trusts were excluded from CUETA.  The NCCUSL’s comments on the UETA final draft state that the exclusion of these documents is largely salutary given the unilateral content in which the records are created and the unlikely use of such records in “transactions” as defined by the UETA.[11] The comments provide that an electronic transaction is an interaction between two or more persons, while a document such as a will, trust, or health care power of attorney evidences a unilateral act that is not covered by the UETA. [12] Therefore, because inter vivos trusts are more like regular “transactions” as defined by the UETA, it is possible they may contain electronic signatures, unless the grantor and trustee are the same person. However, this area of law remains unclear, and proceeding with an original wet-ink signature is still advised.

While the UETA does not apply to transactions governed by the UCC other than Articles 2 and 2A (Sales & Lease Agreements), the UCC has its own provisions for electronic authentication. Starting with UCC Article 3 (Negotiable Instruments), nothing in the UETA prohibits the use of an electronic signature on a promissory note. However, because paper promissory notes are “negotiable instruments” under the UCC, having “possession” of the “original” signed note is legally significant.[13] Therefore, the UETA sets forth special rules as it relates to electronic promissory notes. Specifically, the promissory note must be considered a “transferable record” in order to be considered a negotiable instrument. If the promissory note is a “transferable record,” the person identified as in “control” of the record becomes the equivalent of a “holder” under the UCC.[14] In order to be considered a “transferable record” the promissory note must meet certain criteria, which in part requires “a single authoritative copy of the transferable record” and that each copy of the authoritative copy and any copy of a copy be readily identifiable as a copy. [15] Therefore, electronic signatures cannot be used for instruments of title unless an electronic version of such record is created, stored, or transferred in a manner that allows for the existence of only one unique, identifiable, and unalterable version that cannot be copied except in a form that is readily identifiable as a copy.

Under UCC Article 8, securities (other than certificated securities) may be transferred electronically and contracts for their sale or purchase do not have to be in a physical writing. [16]According to the UCC Comments, “the statute of frauds does not apply to contracts for the sale of securities, reversing prior law . . . [w]ith the increasing use of electronic means of communication, the statute of frauds is unsuited to the realities of the securities business.”[17]

Similarly, e-signatures and records can be utilized to authenticate a security interest in personal property under UCC Article 9 (Secured Transactions).[18] Provisions of the UCC expressly provide for the use of electronic signatures and transactions. The definition of “authenticate” does not explicitly include electronic signatures, but it does allow the debtor “[w]ith present intent to adopt or accept a record, to attach to or logically associate with the record an electronic sound, symbol, or process.”[19] Therefore, a debtor can sign a tangible record (e.g., a security agreement typed on paper) or accept or adopt an electronic record (e.g., a security agreement that is electronically stored) to authenticate a security agreement.


Many legal documents have been signed by e-signatures long before the COVID-19 pandemic. The “new normal” has enhanced demand for the use of e-signatures on legal documents. Utilizing E-signatures can cut down costs, processing times, document errors, and increase productivity. E-signatures are not only more convenient for all parties involved, they are also an effective way to ensure that business continues without unnecessary delays.

[1] 15 U.S.C. § 7001(a)(1).

[2] Steven O. Wise, Electronic Signatures Becoming the Norm during COVID-19 Outbreak (Apr. 24, 2020),

[3] Conn. Gen. Stat. Ann. § 1-270.

[4] Wise, supra note 2.

[5] C.G.S.A. § 1-275.

[6] C.G.S.A. § 1-272(a).

[7]Id. at 1-272(d). 

[8] C.G.S.A. § 1-270(b). 

[9] Lauren Captitini, Remote Lending In The Time of COVID-19, (Mar. 20, 2020),

[10] Conn. Gen. Stat. § 1-268.

[11] Uniform Electronics Transactions Act with Prefatory Note & Comments, page 13 (1999) (final draft), UETA with Note & Comments.


[13] Captitini, supra note 9.

[14] C.G.S.A. §  1-281.


[16] C.G.S.A. § 42a-8-113.


[18] C.G.S.A. §  42a-9-102(7)(B).


[20] C.G.S.A. § 1-268(c)(2)(B).

[21] Captitini, supra note 9.



[24] See eClosing and eSigning Real Estate Transactions, First Am. Title, (last visited March 14, 2021).

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