UNIFORM COMMERCIAL CODE

M.G.L. pt. Part I, tit. Title XV, ch. c. 106

in effect

M.G.L. c. 106, § Article 1 GENERAL PROVISIONS

c. 106, § Article 1. GENERAL PROVISIONS Section 1-101 Short Titles Section 1-102 Scope of Article Section 1-103 Construction Of This Chapter To Promote Its Purposes And Policies; Applicability Of Supplemental Principles Of Law Section 1-104 to 1-106 Repealed, 2013, 30, Sec. 2 Section 1-107 Section Captions and Subsection Headings Section 1-108 Relation To Electronic Signatures In Global And National Commerce Act Section 1-109 Repealed, 2013, 30, Sec. 2 Section 1-201 General Definitions Section 1-202 Notice; Knowledge Section 1-203 Lease Distinguished From Security Interest Section 1-204 Value Section 1-205 Reasonable Time; Seasonableness Section 1-206 Presumptions Section 1-207 to 1-209 Repealed, 2013, 30, Sec. 2 Section 1-301 Territorial Applicability; Parties' Power To Choose Applicable Law Section 1-302 Variation By Agreement Section 1-303 Course Of Performance, Course Of Dealing, And Usage Of Trade Section 1-304 Obligation Of Good Faith Section 1-305 Remedies To Be Liberally Administered Section 1-306 Waiver Or Renunciation Of Claim Or Right After Breach Section 1-307 Prima Facie Evidence By Third–Party Documents Section 1-308 Performance Or Acceptance Under Reservation Of Rights Section 1-309 Option To Accelerate At Will Section 1-310 Subordinated Obligations

M.G.L. c. 106, § Article 2 SALES

c. 106, § Article 2. SALES Section 2-101 Short title Section 2-102 Scope; Certain Security and other Transactions Excluded from this Article Section 2-103 Definitions and Index of Definitions Section 2-104 Definitions: ''Merchant''; ''Between Merchants''; ''Financing Agency'' Section 2-105 Definitions; Transferability; ''Goods''; ''Future'' Goods; ''Lot''; ''Commercial Unit'' Section 2-106 Definitions: ''Contract''; ''Agreement''; ''Contract for Sale''; ''Sale''; ''Present Sale''; ''Conforming'' to Contract; ''Termination''; ''Cancellation'' Section 2-107 Goods to be Severed from Realty; Recording Section 2-201 Formal Requirements: Statute of Frauds Section 2-202 Final Written Expression: Parol or Extrinsic Evidence Section 2-203 Seals Inoperative Section 2-204 Formation in General Section 2-205 Firm Offers Section 2-206 Offer and Acceptance in Formation of Contract Section 2-207 Additional Terms in Acceptance or Confirmation Section 2-208 Repealed, 2013, 30, Sec. 7 Section 2-209 Modification, Rescission and Waiver Section 2-210 Delegation of Performance; Assignment of Rights Section 2-301 General Obligations of Parties Section 2-302 Unconscionable Contract or Clause Section 2-303 Allocation or Division of Risks Section 2-304 Price Payable in Money, Goods, Realty, or Otherwise Section 2-305 Open Price Term Section 2-306 Output, Requirements and Exclusive Dealings Section 2-307 Delivery in Single Lot or Several Lots Section 2-308 Absence of Specified Place for Delivery Section 2-309 Absence of Specific Time Provisions; Notice of Termination Section 2-310 Open Time for Payment or Running of Credit; Authority to Ship under Reservation Section 2-311 Options and Co-operation Respecting Performance Section 2-312 Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement Section 2-313 Express Warranties by Affirmation, Promise, Description, Sample Section 2-314 Implied Warranty: Merchantability; Usage of Trade Section 2-315 Implied Warranty; Fitness for Particular Purpose Section 2-316 Exclusion or Modification of Warranties Section 2-316A Limitation on Exclusion or Modification of Warranties Section 2-317 Cumulation and Conflict of Warranties Express or Implied Section 2-318 Lack of Privity in Actions Against a Manufacturer, Seller, Lessor or Supplier of Goods Section 2-319 F.O.B. and F.A.S. Terms Section 2-320 C.I.F. and C. & F. Terms Section 2-321 C.I.F. or C. & F.: ''Net Landed Weights''; ''Payment on Arrival''; Warranty of Condition on Arrival Section 2-322 Delivery ''Ex–Ship'' Section 2-323 Form of Bill of Lading required in Overseas Shipment; ''Overseas'' Section 2-324 ''No Arrival, No Sale'' Term Section 2-325 ''Letter of Credit'' Term; ''Confirmed Credit'' Section 2-326 Sale on Approval and Sale or Return; Rights of Creditors Section 2-327 Special Incidents of Sale on Approval and Sale or Return Section 2-328 Sale by Auction Section 2-401 Passing of Title; Reservation for Security; Limited Application of this Section Section 2-402 Rights of Seller's Creditors against Sold Goods Section 2-403 Power to Transfer; Good Faith Purchase of Goods; ''Entrusting'' Section 2-501 Insurable Interest in Goods; Manner of Identification of Goods Section 2-502 Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency Section 2-503 Manner of Seller's Tender of Delivery Section 2-504 Shipment by Seller Section 2-505 Seller's Shipment under Reservation Section 2-506 Rights of Financing Agency Section 2-507 Effect of Seller's Tender; Delivery on Condition Section 2-508 Cure by Seller of Improper Tender or Delivery; Replacement Section 2-509 Risk of Loss in the Absence of Breach Section 2-510 Effect of Breach on Risk of Loss Section 2-511 Tender of Payment by Buyer; Payment by Check Section 2-512 Payment by Buyer before Inspection Section 2-513 Buyer's Right to Inspection of Goods Section 2-514 When Documents Deliverable on Acceptance; When on Payment Section 2-515 Preserving Evidence of Goods in Dispute Section 2-601 Buyer's Rights on Improper Delivery Section 2-602 Manner and Effect of Rightful Rejection Section 2-603 Merchant Buyer's Duties as to Rightfully Rejected Goods Section 2-604 Buyer's Options as to Salvage of Rightfully Rejected Goods Section 2-605 Waiver of Buyer's Objections by Failure to Particularize Section 2-606 What Constitutes Acceptance of Goods Section 2-607 Effect of Acceptance; Notice of Breach; Burden of Establishing Breach after Acceptance; Notice of Claim or Litigation to Person Answerable Over Section 2-608 Revocation of Acceptance in Whole or in Part Section 2-609 Right to Adequate Assurance of Performance Section 2-610 Anticipatory Repudiation Section 2-611 Retraction of Anticipatory Repudiation Section 2-612 ''Installment Contract''; Breach Section 2-613 Casualty to Identified Goods Section 2-614 Substituted Performance Section 2-615 Excuse by Failure of Presupposed Conditions Section 2-616 Procedure on Notice Claiming Excuse Section 2-701 Remedies for Breach of Collateral Contracts Not Impaired Section 2-702 Seller's Remedies on Discovery of Buyer's Insolvency Section 2-703 Seller's Remedies in General Section 2-704 Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods Section 2-705 Seller's Stoppage of Delivery in Transit or Otherwise Section 2-706 Seller's Resale Including Contract for Resale Section 2-707 ''Person in the Position of a Seller'' Section 2-708 Seller's Damages for Non-acceptance or Repudiation Section 2-709 Action for the Price Section 2-710 Seller's Incidental Damages Section 2-711 Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods Section 2-712 ''Cover''; Buyer's Procurement of Substitute Goods Section 2-713 Buyer's Damages for Non-Delivery or Repudiation Section 2-714 Buyer's Damages for Breach in Regard to Accepted Goods Section 2-715 Buyer's Incidental and Consequential Damages Section 2-716 Buyer's Right to Specific Performance or Replevin Section 2-717 Deduction of Damages from Price Section 2-718 Liquidation or Limitation of Damages; Deposits Section 2-719 Contractual Modification or Limitation of Remedy Section 2-720 Effect of ''Cancellation'' or ''Rescission'' on Claims for Antecedent Breach Section 2-721 Remedies for Fraud Section 2-722 Who Can Sue Third Parties for Injury to Goods Section 2-723 Proof of Market Price: Time and Place Section 2-724 Admissibility of Market Quotations Section 2-725 Statute of Limitations in Contracts For Sale

M.G.L. c. 106, § Article 2A LEASES

c. 106, § Article 2A. LEASES Section 2A-101 Short Title Section 2A-102 Scope Section 2A-103 Definitions and Index of Definitions Section 2A-104 Leases Subject to Other Law Section 2A-105 Territorial Application of Article to Goods Covered by Certificate of Title Section 2A-106 Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum Section 2A-107 Waiver or Renunciation of Claim or Right After Default Section 2A-108 Unconscionability Section 2A-109 Option to Accelerate at Will Section 2A-201 Statute of Frauds Section 2A-202 Final Written Expression: Parol or Extrinsic Evidence Section 2A-203 Seals Inoperative Section 2A-204 Formation In General Section 2A-205 Firm Offers Section 2A-206 Offer and Acceptance in Formation of Lease Contract Section 2A-207 Repealed, 2013, 30, Sec. 27 Section 2A-208 Modification, Rescission and Waiver Section 2A-209 Lessee Under Finance Lease as Beneficiary of Supply Contract Section 2A-210 Express Warranties Section 2A-211 Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement Section 2A-212 Implied Warranty of Merchantability Section 2A-213 Implied Warranty of Fitness for Particular Purpose Section 2A-214 Exclusion or Modification of Warranties Section 2A-214A Limitation on Exclusion or Modification of Warranties Section 2A-215 Cumulation and Conflict of Warranties Express or Implied Section 2A-216 Lack of Privity in Actions Against a Manufacturer, Supplier or Lessor of Goods Section 2A-217 Identification Section 2A-218 Insurance and Proceeds Section 2A-219 Risk of Loss Section 2A-220 Effect of Default on Risk of Loss Section 2A-221 Casualty to Identified Goods Section 2A-301 Enforceability of Lease Contract Section 2A-302 Title To and Possession of Goods Section 2A-303 Alienability of Party's Interest Under Lease Contract or of Lessor's Residual Interest in Goods; Delegation of Performance; Transfer of Rights Section 2A-304 Subsequent Lease of Goods by Lessor Section 2A-305 Sale or Sublease of Goods by Lessee Section 2A-306 Priority of Certain Liens Arising by Operation of Law Section 2A-307 Priority of Liens Arising by Attachment or Levy On, Security Interests In, and Other Claims to Goods Section 2A-308 Special Rights of Creditors Section 2A-309 Lessor's and Lessee's Rights When Goods Become Fixtures Section 2A-310 Lessor's and Lessee's Rights When Goods Become Accessions. Section 2A-311 Priority Subject to Subordination Section 2A-401 Insecurity: Adequate Assurance of Performance Section 2A-402 Anticipatory Repudiation Section 2A-403 Retraction of Anticipatory Repudiation Section 2A-404 Substituted Performance Section 2A-405 Excused Performance Section 2A-406 Procedure on Excused Performance Section 2A-407 Irrevocable Promises: Finance Leases Section 2A-501 Default: Procedure Section 2A-502 Notice After Default Section 2A-503 Modification or Impairment of Rights and Remedies Section 2A-504 Liquidation of Damages Section 2A-505 Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies Section 2A-506 Statute of Limitations Section 2A-507 Proof of Market Rent: Time and Place Section 2A-508 Lessee's Remedies Section 2A-509 Lessee's Rights on Improper Delivery; Rightful Rejection Section 2A-510 Installment Lease Contracts: Rejection and Default Section 2A-511 Merchant Lessee's Duties as to Rightfully Rejected Goods Section 2A-512 Lessee's Duties as to Rightfully Rejected Goods Section 2A-513 Cure by Lessor of Improper Tender or Delivery; Replacement Section 2A-514 Waiver of Lessee's Objections Section 2A-515 Acceptance of Goods Section 2A-516 Effect of Acceptance of Goods; Notice of Default; Burden of Establishing Default After Acceptance; Notice of Claim or Litigation to Person Answerable Over Section 2A-517 Revocation of Acceptance of Goods Section 2A-518 Cover; Substitute Goods Section 2A-519 Lessee's Damages for Non–Delivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods Section 2A-520 Lessee's Incidental and Consequential Damages Section 2A-521 Lessee's Right to Specific Performance or Replevin Section 2A-522 Lessee's Right to Goods on Lessor's Insolvency Section 2A-523 Lessor's Remedies Section 2A-524 Lessor's Right to Identify Goods to Lease Contract Section 2A-525 Lessor's Right to Possession of Goods Section 2A-526 Lessor's Stoppage of Delivery in Transit or Otherwise Section 2A-527 Lessor's Rights to Dispose of Goods Section 2A-528 Lessor's Damages for Nonacceptance, Failure to Pay, Repudiation, or Other Default Section 2A-529 Lessor's Action for the Rent Section 2A-530 Lessor's Incidental Damages Section 2A-531 Standing to Sue Third Parties for Injury to Goods Section 2A-532 Lessor's Rights to Residual Interest

M.G.L. c. 106, § Article 3 NEGOTIABLE INSTRUMENTS

c. 106, § Article 3. NEGOTIABLE INSTRUMENTS Section 3-101 Short title Section 3-102 Subject Matter Section 3-103 Definitions Section 3-104 Negotiable Instrument Section 3-105 Issue of Instrument Section 3-106 Unconditional Promise or Order Section 3-107 Instrument Payable in Foreign Money Section 3-108 Payable on Demand or at Definite Time Section 3-109 Payable to Bearer or to Order Section 3-110 Identification of Person to Whom Instrument is Payable Section 3-111 Place of Payment Section 3-112 Interest Section 3-113 Date of Instrument Section 3-114 Contradictory Terms of Instrument Section 3-115 Incomplete Instrument Section 3-116 Joint and Several Liability; Contribution Section 3-117 Other Agreements Affecting Instrument Section 3-118 Statute of Limitations Section 3-119 Notice of Right to Defend Action Section 3-201 Negotiation Section 3-202 Negotiation Subject to Rescission Section 3-203 Transfer of Instrument; Rights Acquired by Transfer Section 3-204 Indorsement Section 3-205 Special Indorsement; Blank Indorsement; Anomalous Indorsement Section 3-206 Restrictive Indorsement Section 3-207 Reacquisition Section 3-301 Person Entitled to Enforce Instrument Section 3-302 Holder in Due Course Section 3-303 Value and Consideration Section 3-304 Overdue Instrument Section 3-305 Defenses and Claims in Recoupment Section 3-306 Claims to an Instrument Section 3-307 Notice of Breach of Fiduciary Duty Section 3-308 Proof of Signatures and Status as Holder in Due Course Section 3-309 Enforcement of Lost, Destroyed, or Stolen Instrument Section 3-310 Effect of Instrument on Obligation for which Taken Section 3-311 Accord and Satisfaction by Use of Instrument Section 3-312 Lost, Destroyed, or Stolen Cashier's Check, Teller's Check, or Certified Check Section 3-401 Signature Section 3-402 Signature by Representative Section 3-403 Unauthorized Signature Section 3-404 Impostors; Fictitious Payees Section 3-405 Employer's Responsibility for Fraudulent Indorsement by Employee Section 3-406 Negligence Contributing to Forged Signature or Alteration of Instrument Section 3-407 Alteration Section 3-408 Drawee not Liable on Unaccepted Draft Section 3-409 Acceptance of Draft; Certified Check Section 3-410 Acceptance Varying Draft Section 3-411 Refusal to Pay Cashier's Checks, Teller's Checks, and Certified Checks Section 3-412 Obligation of Issuer of Note or Cashier's Check Section 3-413 Obligation of Acceptor Section 3-414 Obligation of Drawer Section 3-415 Obligation of Indorser Section 3-416 Transfer Warranties Section 3-417 Presentment Warranties Section 3-418 Payment or Acceptance by Mistake Section 3-419 Instruments Signed for Accommodation Section 3-420 Conversion of Instrument Section 3-501 Presentment Section 3-502 Dishonor Section 3-503 Notice of Dishonor Section 3-504 Excused Presentment and Notice of Dishonor Section 3-505 Evidence of Dishonor Section 3-601 Discharge and Effect of Discharge Section 3-602 Payment Section 3-603 Tender of Payment Section 3-604 Discharge by Cancellation or Renunciation Section 3-605 Discharge of Indorsers and Accommodation Parties

M.G.L. c. 106, § Article 4 BANK DEPOSITS AND COLLECTIONS

c. 106, § Article 4. BANK DEPOSITS AND COLLECTIONS Section 4-101 Short Title Section 4-102 Applicability Section 4-103 Variation by Agreement; Measure of Damages; Action Constituting Ordinary Care Section 4-104 Definitions and Index of Definitions Section 4-105 Bank; Depositary Bank; Payor Bank; Intermediary Bank; Collecting Bank; Presenting Bank Section 4-106 Payable Through or Payable at Bank; Collecting Bank Section 4-107 Separate Office of Bank Section 4-108 Time of Receipt of Items Section 4-109 Delays Section 4-110 Electronic Presentment Section 4-111 Statute of Limitations Section 4-201 Status of Collecting Bank as Agent and Provisional Status of Credits; Applicability of Article; Item Indorsed Pay Any Bank Section 4-202 Responsibility for Collection or Return; When Action Timely Section 4-203 Effect of Instructions Section 4-204 Methods of Sending and Presenting; Sending Direct to Payor Bank Section 4-205 Depositary Bank Holder of Unindorsed Item Section 4-206 Transfer Between Banks Section 4-207 Transfer Warranties Section 4-208 Presentment Warranties Section 4-209 Encoding and Retention Warranties Section 4-210 Security Interest of Collecting Bank in Items, Accompanying Documents and Proceeds Section 4-211 When Bank Gives Value for Purposes of Holder in Due Course Section 4-212 Presentment by Notice of Item not Payable by, through, or at Bank; Liability of Drawer or Indorser Section 4-213 Medium and Time of Settlement by Bank Section 4-214 Right of Charge–Back or Refund; Liability of Collecting Bank; Return of Item Section 4-215 Final Payment of Item by Payor Bank; When Provisional Debits and Credits Become Final; When Certain Credits Become Available for Withdrawal Section 4-216 Insolvency and Preference Section 4-301 Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor; Return of Items by Payor Bank Section 4-302 Payor Bank's Responsibility for Late Return of Item Section 4-303 When Items Subject to Notice, Stop-Payment Order, Legal Process, or Setoff; Order in Which Items may be Charged or Certified Section 4-401 When Bank May Charge Customer's Account Section 4-402 Bank's Liability to Customer for Wrongful Dishonor; Time of Determining Insufficiency of Account Section 4-403 Customer's Right to Stop Payment; Burden of Proof of Loss Section 4-404 Bank Not Obliged to Pay Check More Than Six Months Old Section 4-405 Death or Incompetence of Customer Section 4-406 Customer's Duty to Discover and Report Unauthorized Signature or Alteration Section 4-407 Payor Bank's Right to Subrogation on Improper Payment Section 4-501 Handling of Documentary Drafts; Duty to Send for Presentment and to Notify Customer of Dishonor Section 4-502 Presentment of ''On Arrival'' Drafts Section 4-503 Responsibility of Presenting Bank for Documents and Goods; Report of Reasons for Dishonor; Referee in Case of Need Section 4-504 Privilege of Presenting Bank to Deal with Goods; Security Interest for Expenses

M.G.L. c. 106, § Article 4A FUNDS TRANSFERS

c. 106, § Article 4A. FUNDS TRANSFERS Section 4A-101 Short Title Section 4A-102 Subject Matter Section 4A-103 Payment Order — Definitions Section 4A-104 Funds Transfer — Definitions Section 4A-105 Other Definitions Section 4A-106 Time Payment Order Is Received Section 4A-107 Federal Reserve Regulations and Operating Circulars Section 4A-108 Relationship to Electronic Fund Transfer Act Section 4A-201 Security Procedure Section 4A-202 Authorized and Verified Payment Orders Section 4A-203 Unenforceability of Certain Verified Payment Orders Section 4A-204 Refund of Payment and Duty of Customer to Report with Respect to Unauthorized Payment Order Section 4A-205 Erroneous Payment Orders Section 4A-206 Transmission of Payment Order Through Funds Transfer or Other Communication System Section 4A-207 Misdescription of Beneficiary Section 4A-208 Misdescription of Intermediary Bank or Beneficiary's Bank Section 4A-209 Acceptance of Payment Order Section 4A-210 Rejection of Payment Order Section 4A-211 Cancellation and Amendment of Payment Order Section 4A-212 Liability and Duty of Receiving Bank Regarding Unaccepted Payment Order Section 4A-301 Execution and Execution Date Section 4A-302 Obligations of Receiving Bank in Execution of Payment Order Section 4A-303 Erroneous Execution of Payment Order Section 4A-304 Duty of Sender to Report Erroneously Executed Payment Order Section 4A-305 Liability for Late or Improper Execution or Failure to Execute Payment Order Section 4A-401 Payment Date Section 4A-402 Obligation of Sender to Pay Receiving Bank Section 4A-403 Payment by Sender to Receiving Bank Section 4A-404 Obligation of Beneficiary's Bank to Pay and Give Notice to Beneficiary Section 4A-405 Payment by Beneficiary's Bank to Beneficiary Section 4A-406 Payment by Originator to Beneficiary; Discharge of Underlying Obligation Section 4A-501 Variation by Agreement and Effect of Funds Transfer System Rule Section 4A-502 Creditor Process Served on Receiving Bank; Setoff by Beneficiary's Bank Section 4A-503 Injunction or Restraining Order with Respect to Funds Transfer Section 4A-504 Order in Which Items and Payment Orders May Be Charged to Account; Order or Withdrawals from Account Section 4A-505 Preclusion of Objection to Debit of Customer's Account Section 4A-506 Rate of Interest Section 4A-507 Choice of Law

M.G.L. c. 106, § Article 5 LETTERS OF CREDIT

c. 106, § Article 5. LETTERS OF CREDIT Section 5-101 Short Title Section 5-102 Definitions Section 5-103 Scope Section 5-104 Formal Requirements Section 5-105 Consideration Section 5-106 Issuance, Amendment, Cancellation, and Duration Section 5-107 Confirmer, Nominated Person, and Adviser Section 5-108 Issuer's Rights and Obligations Section 5-109 Fraud and Forgery Section 5-110 Warranties Section 5-111 Remedies Section 5-112 Transfer of Letter of Credit Section 5-113 Transfer by Operation of Law Section 5-114 Assignment of Proceeds Section 5-115 Statute of Limitations Section 5-116 Choice of Law and Forum Section 5-117 Subrogation of Issuer, Applicant, and Nominated Person Section 5-118 Security Interest of Issuer or Nominated Person

M.G.L. c. 106, § Article 7 DOCUMENTS OF TITLE

c. 106, § Article 7. DOCUMENTS OF TITLE Section 7-101 Short Title Section 7-102 Definitions and Index of Definitions Section 7-103 Relation of Article to Treaty or Statute Section 7-104 Negotiable and Nonnegotiable Document of Title Section 7-105 Reissuance In Alternative Medium Section 7-106 Control Of Electronic Document Of Title Section 7-201 Person That May Issue A Warehouse Receipt; Storage Under Bond Section 7-202 Form Of Warehouse Receipt; Effect Of Omission Section 7-203 Liability For Nonreceipt Or Misdescription Section 7-204 Duty Of Care; Contractual Limitation Of Warehouse's Liability Section 7-205 Title Under Warehouse Receipt Defeated In Certain Cases Section 7-206 Termination Of Storage At Warehouse Option Section 7-207 Goods Must Be Kept Separate; Fungible Goods Section 7-208 Altered Warehouse Receipts Section 7-209 Lien of Warehouse Section 7-210 Enforcement Of Warehouse's Lien Section 7-301 Liability For Nonreceipt Or Misdescription; ''Said To Contain''; ''Shipper's Weight, Load And Count''; Improper Handling Section 7-302 Through Bills Of Lading And Similar Documents Of Title Section 7-303 Diversion; Reconsignment; Change Of Instructions Section 7-304 Tangible Bills Of Lading In A Set Section 7-305 Destination Bills Section 7-306 Altered Bills Of Lading Section 7-307 Lien Of Carrier Section 7-308 Enforcement Of Carrier's Lien Section 7-309 Duty Of Care; Contractual Limitation Of Carrier's Liability Section 7-401 Irregularities In Issue Of Receipt Or Bill Or Conduct Of Issuer Section 7-402 Duplicate Document Of Title; Overissue Section 7-403 Obligation Of Bailee To Deliver; Excuse Section 7-404 No Liability For Good–Faith Delivery Pursuant To Document Of Title Section 7-501 Form Of Negotiation And Requirements Of Due Negotiation Section 7-502 Rights Acquired By Due Negotiation Section 7-503 Document Of Title To Goods Defeated In Certain Cases Section 7-504 Rights Acquired In Absence Of Due Negotiation; Effect Of Diversion; Stoppage Of Delivery Section 7-505 Indorser Not Guarantor For Other Parties Section 7-506 Delivery Without Indorsement: Right To Compel Indorsement Section 7-507 Warranties On Negotiations Or Delivery Of Document Of Title Section 7-508 Warranties Of Collecting Bank As To Documents Of Title Section 7-509 Adequate Compliance With Commercial Contract Section 7-601 Lost, Stolen, Or Destroyed Documents Of Title Section 7-602 Judicial Process Against Goods Covered By Negotiable Document Of Title Section 7-603 Conflicting Claims; Interpleader

M.G.L. c. 106, § Article 8 INVESTMENT SECURITIES

c. 106, § Article 8. INVESTMENT SECURITIES Section 8-101 Short Title Section 8-102 Definitions Section 8-103 Rules for Determining Whether Certain Obligations and Interests are Securities or Financial Assets Section 8-104 Acquisition of Security or Financial Asset or Interest Therein Section 8-105 Notice of Adverse Claim Section 8-106 Control Section 8-107 Whether Indorsement, Instruction, or Entitlement Order is Effective Section 8-108 Warranties in Direct Holding Section 8-109 Warranties in Indirect Holding Section 8-110 Applicability; Choice of Law Section 8-111 Clearing Corporation Rules Section 8-112 Creditor's Legal Process Section 8-113 Statute of Frauds Inapplicable Section 8-114 Evidentiary Rules Concerning Certificated Securities Section 8-115 Securities Intermediary and Others Not Liable to Adverse Claimant Section 8-116 Securities Intermediary as Purchaser for Value Section 8-201 Issuer Section 8-202 Issuer's Responsibility and Defenses; Notice of Defect or Defense Section 8-203 Staleness as Notice of Defect or Defense Section 8-204 Effect of Issuer's Restriction on Transfer Section 8-205 Effect of Unauthorized Signature on Security Certificate Section 8-206 Completion or Alteration of Security Certificate Section 8-207 Rights and Duties of Issuer with Respect to Registered Owners Section 8-208 Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent Section 8-209 Issuer's Lien Section 8-210 Overissue Section 8-301 Delivery Section 8-302 Rights of Purchaser Section 8-303 Protected Purchaser Section 8-304 Indorsement Section 8-305 Instruction Section 8-306 Effect of Guaranteeing Signature, Indorsement, or Instruction Section 8-307 Purchaser's Right to Requisites for Registration of Transfer Section 8-401 Duty of Issuer to Register Transfer Section 8-402 Assurance that Indorsement or Instruction is Effective Section 8-403 Demand that Issuer Not Register Transfer Section 8-404 Wrongful Registration Section 8-405 Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate Section 8-406 Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate Section 8-407 Authenticating Trustee, Transfer Agent, and Registrar Section 8-501 Securities Account; Acquisition of Security Entitlement from Securities Intermediary Section 8-502 Assertion of Adverse Claim Against Entitlement Holder Section 8-503 Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary Section 8-504 Duty of Securities Intermediary to Maintain Financial Asset Section 8-505 Duty of Securities Intermediary with Respect to Payments and Distributions Section 8-506 Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder Section 8-507 Duty of Securities Intermediary to Comply with Entitlement Order Section 8-508 Duty of Securities Intermediary to Change Entitlement Holder's Position to Other Form of Security Holding Section 8-509 Specification of Duties of Securities Intermediary by Other Statute or Regulation; Manner of Performance of Duties of Securities Intermediary and Exercise of Rights of Entitlement Holder Section 8-510 Rights of Purchaser of Security Entitlement from Entitlement Holder Section 8-511 Priority Among Security Interests and Entitlement Holders

M.G.L. c. 106, § Article 9 SECURED TRANSACTIONS

c. 106, § Article 9. SECURED TRANSACTIONS Section 9-101 Short Title Section 9-102 Definitions and Index of Definitions Section 9-103 Purchase-money Security Interest; Application of Payments; Burden of Establishing Section 9-104 Control of Deposit Account Section 9-105 Control of Electronic Chattel Paper Section 9-106 Control of Investment Property Section 9-107 Control of Letter-of-Credit Right Section 9-108 Sufficiency of Description Section 9-109 Scope Section 9-110 Security Interests Arising Under Article 2 or 2A Section 9-201 General Effectiveness of Security Agreement Section 9-202 Title to Collateral Immaterial Section 9-203 Attachment and Enforceability of Security Interest; Proceeds; Supporting Obligations; Formal Requisites Section 9-204 After–Acquired Property; Future Advances Section 9-205 Use or Disposition of Collateral Permissible Section 9-206 Security Interest Arising in Purchase or Delivery of Financial Asset Section 9-207 Rights and Duties of Secured Party Having Possession or Control of Collateral Section 9-208 Additional Duties of Secured Party Having Control of Collateral Section 9-209 Duties of Secured Party if Account Debtor has been Notified of Assignment Section 9-210 Request for Accounting; Request Regarding List of Collateral or Statement of Account Section 9-301 Law Governing Perfection and Priority of Security Interests Section 9-302 Law Governing Perfection and Priority of Agricultural Liens Section 9-303 Law Governing Perfection and Priority of Security Interests in Goods Covered by a Certificate of Title Section 9-304 Law Governing Perfection and Priority of Security Interests in Deposit Accounts Section 9-305 Law Governing Perfection and Priority of Security Interests in Investment Property Section 9-306 Law Governing Perfection and Priority of Security Interests in Letter-of-Credit Rights Section 9-307 Location of Debtor Section 9-308 When Security Interest or Agricultural Lien is Perfected; Continuity of Perfection Section 9-309 Security Interest Perfected Upon Attachment Section 9-310 When Filing Required to Perfect Security Interest or Agricultural Lien; Security Interests and Agricultural Liens to Which Filing Provisions Do Not Apply Section 9-311 Perfection of Security Interests in Property Subject to Certain Statutes, Regulations, and Treaties Section 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 Section 9-313 When Possession by or Delivery to Secured Party Perfects Security Interest Without Filing Section 9-314 Perfection by Control Section 9-315 Secured Party's Rights on Disposition of Collateral and in Proceeds Section 9-316 Continued Perfection of Security Interest Following Change in Governing Law Section 9-317 Interests That Take Priority Over or Take Free of Security Interest or Agricultural Lien Section 9-318 No Interest Retained in Right to Payment That is Sold; Rights and Title of Seller of Account or Chattel Paper With Respect to Creditors and Purchasers Section 9-319 Rights and Title of Consignee with Respect to Creditors and Purchasers Section 9-320 Buyer of Goods Section 9-321 License of General Intangible and Lessee of Goods in Ordinary Course of Business Section 9-322 Priorities Among Conflicting Security Interests in and Agricultural Liens on Same Collateral Section 9-323 Future Advances Section 9-324 Priority of Purchase-money Security Interests Section 9-325 Priority of Security Interests in Transferred Collateral Section 9-326 Priority of Security Interests Created by New Debtor Section 9-327 Priority of Security Interests in Deposit Account Section 9-328 Priority of Security Interests in Investment Property Section 9-329 Priority of Security Interests in Letter-of-credit Right Section 9-330 Priority of Purchaser of Chattel Paper or Instrument Section 9-331 Priority of Rights of Purchasers of Instruments, Documents, and Securities Under Other Articles; Priority of Interests in Financial Assets and Security Entitlements Under Article 8 Section 9-332 Transfer of Money; Transfer of Funds from Deposit Account Section 9-333 Priority of Certain Liens Arising by Operation of Law Section 9-334 Priority of Security Interests in Fixtures and Crops Section 9-335 Accessions Section 9-336 Commingled Goods Section 9-337 Priority of Security Interests in Goods Covered by Certificate of Title Section 9-338 Priority of Security Interest or Agricultural Lien Perfected by Filed Financing Statement Providing Certain Incorrect Information Section 9-339 Priority Subject to Subordination Section 9-340 Effectiveness of Right of Recoupment or Set-off Against Deposit Account Section 9-341 Bank's Rights and Duties with Respect to Deposit Account Section 9-342 Bank's right to refuse to enter into or disclose existence of control agreement Section 9-401 Alienability of Debtor's Rights Section 9-402 Secured Party Not Obligated On Contract Of Debtor Or In Tort Section 9-403 Agreement Not to Assert Defenses Against Assignee Section 9-404 Rights Acquired by Assignee; Claims and Defenses Against Assignee Section 9-405 Modification of Assigned Contract Section 9-406 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 Section 9-407 Restrictions on Creation or Enforcement of Security Interest in Leasehold Interest or in Lessor's Residual Interest Section 9-408 Restrictions on Assignment of Promissory Notes, Health–Care–Insurance Receivables, and Certain General Intangibles Ineffective Section 9-409 Restrictions on Assignment of Letter–of–Credit Rights Ineffective Section 9-501 Filing Office Section 9-502 Contents of Financing Statement; Record of Mortgage as Financing Statement; Time of Filing Financing Statement Section 9-503 Name of Debtor and Secured Party Section 9-504 Indication of Collateral Section 9-505 Filing and Compliance With Other Statutes and Treaties for Consignments, Leases, Other Bailments, and Other Transactions Section 9-506 Effect of Errors or Omissions Section 9-507 Effect of Certain Events on Effectiveness of Financing Statement Section 9-508 Effectiveness of Financing Statement if New Debtor Becomes Bound by Security Agreement Section 9-509 Persons Entitled to File a Record Section 9-510 Effectiveness of Filed Record Section 9-511 Secured Party of Record Section 9-512 Amendment of Financing Statement Section 9-513 Termination Statement Section 9-514 Assignment of Powers of Secured Party of Record Section 9-515 Duration and Effectiveness of Financing Statement; Effect of Lapsed Financing Statement Section 9-516 What Constitutes Filing; Effectiveness of Filing Section 9-516A Expired. See 2001, 26, Sec. 39 Section 9-517 Effect of Indexing Errors Section 9-518 Claim Concerning Inaccurate or Wrongfully Filed Record Section 9-519 Numbering, Maintaining, and Indexing Records; Communicating Information Provided in Records Section 9-520 Acceptance and Refusal to Accept Record Section 9-520A Expired. See 2001, 26, Sec. 39 Section 9-521 Uniform Form of Written Financing Statement and Amendment Section 9-522 Maintenance and Destruction of Records Section 9-523 Information from Filing Office; Sale or License of Records Section 9-524 Delay by Filing Office Section 9-525 Fees Section 9-526 Filing–Office Rules Section 9-601 Rights After Default; Judicial Enforcement; Consignor or Buyer of Accounts, Chattel Paper, Payment Intangibles, or Promissory Notes Section 9-602 Waiver and Variance of Rights and Duties Section 9-603 Agreement on Standards Concerning Rights and Duties Section 9-604 Procedure if Security Agreement Covers Real Property or Fixtures Section 9-605 Unknown Debtor or Secondary Obligor Section 9-606 Time of Default for Agricultural Lien Section 9-607 Collection and Enforcement by Secured Party Section 9-608 Application of Proceeds of Collection or Enforcement; Liability for Deficiency and Right to Surplus Section 9-609 Secured Party's Right to Take Possession After Default Section 9-610 Disposition of Collateral After Default Section 9-611 Notification Before Disposition of Collateral Section 9-612 Timeliness of Notification Before Disposition of Collateral Section 9-613 Contents and Form of Notification Before Disposition of Collateral: General Section 9-614 Contents and Form of Notification Before Disposition of Collateral: Consumer–Goods Transaction Section 9-615 Application of Proceeds of Disposition; Liability for Deficiency and Right to Surplus Section 9-616 Explanation of Calculation of Surplus or Deficiency Section 9-617 Rights of Transferee of Collateral Section 9-618 Rights and Duties of Certain Secondary Obligors Section 9-619 Transfer of Record or Legal Title Section 9-620 Acceptance of Collateral in Full or Partial Satisfaction of Obligation; Compulsory Disposition of Collateral Section 9-621 Notification of Proposal to Accept Collateral Section 9-622 Effect of Acceptance of Collateral Section 9-623 Right to Redeem Collateral Section 9-624 Waiver Section 9-625 Remedies for Secured Party's Failure to Comply with Article Section 9-626 Action in Which Deficiency or Surplus is in Issue Section 9-627 Determination of Whether Conduct was Commercially Reasonable Section 9-628 Nonliability and Limitation on Liability of Secured Party; Liability of Secondary Obligor Section 9-701 Effective Date Section 9-702 Savings Clause Section 9-703 Security Interest Perfected Before Effective Date Section 9-704 Security Interest Unperfected Before Effective Date Section 9-705 Effectiveness of Action Taken Before Effective Date Section 9-706 When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement Section 9-707 Amendment of Pre-effective-date Financing Statement Section 9-708 Persons Entitled to File Initial Financing Statement or Continuation Statement Section 9-709 Priority Section 9-801 Effective Date Section 9-802 Savings Clause Section 9-803 Security Interest Perfected Before Effective Date Section 9-804 Security Interest Unperfected Before Effective Date Section 9-805 Effectiveness Of Action Taken Before Effective Date Section 9-806 When Initial Financing Statement Suffices To Continue Effectiveness Of Financing Statement Section 9-807 Amendment Of Pre–Effective Date Financing Statement Section 9-808 Person Entitled To File Initial Financing Statement Or Continuation Statement Section 9-809 Priority

Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter106Fetched: 10/20/2026