AB480, s. 3 12Section 3. 126.25 (11) of the statutes is amended to read:
AB480,2,1413 126.25 (11) "Warehouse receipt" means a receipt for grain, issued by a grain
14warehouse keeper, that is also a document of title under s. 401.201 (15) (2) (i).
AB480, s. 4 15Section 4. 137.12 (2) (b) of the statutes is amended to read:
AB480,2,1716 137.12 (2) (b) Chapters 401 and 403 to 410, other than ss. 401.107 and 401.206
17s. 401.306.
AB480, s. 5 18Section 5. 137.24 (4) of the statutes is amended to read:
AB480,3,8
1137.24 (4) Except as otherwise agreed, a person having control of a transferable
2record is the holder, as defined in s. 401.201 (20) (2) (km), of the transferable record
3and has the same rights and defenses as a holder of an equivalent record or writing
4under chs. 401 to 411, including, if the applicable statutory requirements under s.
5403.302 (1), 407.501, or 409.330 are satisfied, the rights and defenses of a holder in
6due course, a holder to which a negotiable record of title has been duly negotiated,
7or a purchaser, respectively. Delivery, possession, and endorsement are not required
8to obtain or exercise any of the rights under this subsection.
AB480, s. 6 9Section 6. 340.01 (56o) of the statutes is amended to read:
AB480,3,1110 340.01 (56o) "Security interest" means a security interest as defined in s.
11401.201 (37) (2) (t).
AB480, s. 7 12Section 7. 342.03 of the statutes is amended to read:
AB480,3,18 13342.03 Motor vehicle, trailer or semitrailer leases. Notwithstanding s.
14401.201 (37) (2) (t) or ch. 409, a transaction involving a motor vehicle, trailer or
15semitrailer does not create a conditional sale or a security interest merely because
16it includes a provision that permits or requires the rental price to be adjusted under
17the agreement by reference to the amount realized upon the sale or other disposition
18of the motor vehicle, trailer or semitrailer.
AB480, s. 8 19Section 8. Chapter 401 of the statutes is repealed and recreated to read:
AB480,3,2020 CHAPTER 401
AB480,3,2121 Uniform commercial code
AB480,3,22 22— General provisions
AB480,3,2323 Subchapter I
AB480,3,2424 General provisions
AB480,4,2
1401.101 Short titles. (1) Chapters 401 to 411 may be cited as the uniform
2commercial code.
AB480,4,4 3(2) This chapter may be cited as uniform commercial code — general
4provisions.
AB480,4,6 5401.102 Scope of chapter. This chapter applies to a transaction to the extent
6that it is governed by another chapter in chs. 402 to 411.
AB480,4,10 7401.103 Construction of uniform commercial code to promote its
8purposes and policies; applicability of supplemental principles of law. (1)
9 Chapters 401 to 411 must be liberally construed and applied to promote its
10underlying purposes and policies, which are all of the following:
AB480,4,1211 (a) To simplify, clarify, and modernize the law governing commercial
12transactions.
AB480,4,1413 (b) To permit the continued expansion of commercial practices through custom,
14usage, and agreement of the parties.
AB480,4,1515 (c) To make uniform the law among the various jurisdictions.
AB480,4,20 16(2) Unless displaced by the particular provisions of chs. 401 to 411, the
17principles of law and equity, including the law merchant and the law relative to
18capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress,
19coercion, mistake, bankruptcy, or other validating or invalidating cause shall
20supplement its provisions.
AB480,4,24 21401.104 Construction against implied repeal. Chapters 401 to 411 being
22a general act intended as a unified coverage of its subject matter, no part of it shall
23be deemed to be impliedly repealed by subsequent legislation if such construction can
24reasonably be avoided.
AB480,5,2
1401.106 Use of singular and plural; gender. In chs. 401 to 411, unless the
2statutory context otherwise requires, all of the following apply:
AB480,5,4 3(1) Words in the singular number include the plural, and those in the plural
4include the singular.
AB480,5,5 5(2) Words of any gender also refer to any other gender.
AB480,5,7 6401.107 Captions. Section captions are part of chs. 401 to 411,
7notwithstanding s. 990.001 (6).
AB480,5,88 Subchapter Ii
AB480,5,109 GENERAL DEFINITIONS AND
10 PRINCIPLES OF INTERPRETATION
AB480,5,14 11401.201 General definitions. (1) Unless the context otherwise requires,
12words or phrases defined in this section, or in the additional definitions contained
13in chs. 402 to 411 that apply to particular chapters or subchapters thereof, have the
14meanings stated.
AB480,5,16 15(2) Subject to definitions contained in chs. 402 to 411 that apply to particular
16chapters or subchapters thereof, in chs. 401 to 411:
AB480,5,1917 (a) "Action," in the sense of a judicial proceeding, includes recoupment,
18counterclaim, setoff, suit in equity, and any other proceeding in which rights are
19determined.
AB480,5,2020 (am) "Aggrieved party" means a party entitled to pursue a remedy.
AB480,5,2321 (b) "Agreement" means the bargain of the parties in fact, as found in their
22language or inferred from other circumstances, including course of performance,
23course of dealing, or usage of trade as provided in s. 401.303. (Compare "Contract.")
AB480,5,2524 (c) "Bank" means a person engaged in the business of banking and includes a
25savings bank, savings and loan association, credit union, and trust company.
AB480,6,3
1(cm) "Bearer" means a person in possession of a negotiable instrument,
2document of title, or certificated security that is payable to bearer or endorsed in
3blank.
AB480,6,64 (d) "Bill of lading" means a document evidencing the receipt of goods for
5shipment issued by a person engaged in the business of transporting or forwarding
6goods.
AB480,6,77 (dm) "Branch" includes a separately incorporated foreign branch of a bank.
AB480,6,98 (e) "Burden of establishing" a fact means the burden of persuading the trier of
9fact that the existence of the fact is more probable than its nonexistence.
AB480,6,2410 (em) "Buyer in ordinary course of business" means a person that buys goods in
11good faith, without knowledge that the sale violates the rights of another person in
12the goods, and in the ordinary course from a person, other than a pawnbroker, in the
13business of selling goods of that kind. A person buys goods in the ordinary course if
14the sale to the person comports with the usual or customary practices in the kind of
15business in which the seller is engaged or with the seller's own usual or customary
16practices. A person that sells oil, gas, or other minerals at the wellhead or minehead
17is a person in the business of selling goods of that kind. A buyer in ordinary course
18of business may buy for cash, by exchange of other property, or on secured or
19unsecured credit, and may acquire goods or documents of title under a preexisting
20contract for sale. Only a buyer that takes possession of the goods or has a right to
21recover the goods from the seller under ch. 402 may be a buyer in ordinary course of
22business. A person that acquires goods in a transfer in bulk or as security for or in
23total or partial satisfaction of a money debt is not a buyer in ordinary course of
24business.
AB480,7,4
1(f) "Conspicuous," with reference to a term, means so written, displayed, or
2presented that a reasonable person against which it is to operate ought to have
3noticed it. Whether a term is "conspicuous" or not is a decision for the court.
4Conspicuous terms include any of the following:
AB480,7,65 1. A heading in capitals equal to or greater in size than the surrounding text,
6or in contrasting type, font, or color to the surrounding text of the same or lesser size.
AB480,7,107 2. Language in the body of a record or display in larger type than the
8surrounding text, or in contrasting type, font, or color to the surrounding text of the
9same size, or set off from surrounding text of the same size by symbols or other marks
10that call attention to the language.
AB480,7,1211 (fm) "Consumer" means an individual who enters into a transaction primarily
12for personal, family, or household purposes.
AB480,7,1513 (g) "Contract" means the total legal obligation that results from the parties'
14agreement as determined by chs. 401 to 411 as supplemented by any other applicable
15laws. (Compare "Agreement.")
AB480,7,1916 (gm) "Creditor" includes a general creditor, a secured creditor, a lien creditor,
17and any representative of creditors, including an assignee for the benefit of creditors,
18a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an
19insolvent debtor's or assignor's estate.
AB480,7,2120 (h) "Defendant" includes a person in the position of defendant in a counterclaim
21or 3rd party claim.
AB480,7,2322 (hm) "Delivery," with respect to an instrument, document of title, or chattel
23paper, means voluntary transfer of possession.
AB480,8,524 (i) "Document of title" includes bill of lading, dock warrant, dock receipt,
25warehouse receipt or order for the delivery of goods, and any other document which

1in the regular course of business or financing is treated as adequately evidencing
2that the person in possession of it is entitled to receive, hold, and dispose of the
3document and the goods it covers. To be a document of title, a document must purport
4to be issued by or addressed to a bailee and purport to cover goods in the bailee's
5possession which are either identified or are fungible portions of an identified mass.
AB480,8,66 (im) "Fault" means a wrongful act, omission, breach, or default.
AB480,8,77 (j) "Fungible goods" means any of the following:
AB480,8,98 1. Goods of which any unit, by nature or usage of trade, is the equivalent of any
9other like unit.
AB480,8,1010 2. Goods which by agreement are treated as equivalent.
AB480,8,1111 (jm) "Genuine" means free of forgery or counterfeiting.
AB480,8,1312 (k) "Good faith," except as otherwise provided in ch. 405, means honesty in fact
13and the observance of reasonable commercial standards of fair dealing.
AB480,8,1414 (km) "Holder" means any of the following:
AB480,8,1615 1. The person in possession of a negotiable instrument that is payable either
16to bearer or to an identified person that is the person in possession.
AB480,8,1817 2. A person in possession of a document of title if the goods are deliverable
18either to bearer or to the order of the person in possession.
AB480,8,2119 (L) "Insolvency proceeding" includes an assignment for the benefit of creditors
20or other proceeding intended to liquidate or rehabilitate the estate of the person
21involved.
AB480,8,2222 (Lm) "Insolvent" means any of the following:
AB480,8,2423 1. Having generally ceased to pay debts in the ordinary course of business other
24than as a result of bona fide dispute.
AB480,8,2525 2. Unable to pay debts as they become due.
AB480,9,1
13. Insolvent within the meaning of federal bankruptcy law.
AB480,9,52 (m) "Money" means a medium of exchange currently authorized or adopted by
3a domestic or foreign government. The term includes a monetary unit of account
4established by an intergovernmental organization or by agreement between 2 or
5more countries.
AB480,9,66 (mm) "Organization" means a person other than an individual.
AB480,9,87 (n) "Party," as distinct from a "3rd party," means a person that has engaged in
8a transaction or made an agreement subject to chs. 401 to 411.
AB480,9,129 (nm) "Person" means an individual, corporation, business trust, estate, trust,
10partnership, limited liability company, association, joint venture, government,
11governmental subdivision, agency, or instrumentality, public corporation, or any
12other legal or commercial entity.
AB480,9,1813 (p) "Present value" means the amount as of a date certain of one or more sums
14payable in the future, discounted to the date certain by use of either an interest rate
15specified by the parties if that rate is not manifestly unreasonable at the time the
16transaction is entered into or, if an interest rate is not so specified, a commercially
17reasonable rate that takes into account the facts and circumstances at the time the
18transaction is entered into.
AB480,9,2119 (pm) "Presumption" or "presumed" means that the trier of fact must find the
20existence of the fact presumed unless and until evidence is introduced which would
21support a finding of its nonexistence.
AB480,9,2422 (q) "Purchase" means taking by sale, lease, discount, negotiation, mortgage,
23pledge, lien, security interest, issue or reissue, gift, or any other voluntary
24transaction creating an interest in property.
AB480,9,2525 (qm) "Purchaser" means a person that takes by purchase.
AB480,10,2
1(r) "Record" means information that is inscribed on a tangible medium or that
2is stored in an electronic or other medium and is retrievable in perceivable form.
AB480,10,43 (rm) "Remedy" means any remedial right to which an aggrieved party is
4entitled with or without resort to a tribunal.
AB480,10,75 (s) "Representative" means any person empowered to act for another, including
6an agent, an officer of a corporation or association, and a trustee, executor, or
7administrator of an estate.
AB480,10,88 (sm) "Right" includes remedy.
AB480,10,219 (t) "Security interest" means an interest in personal property or fixtures which
10secures payment or performance of an obligation. The term also includes any
11interest of a consignor and a buyer of accounts, chattel paper, a payment intangible,
12or a promissory note in a transaction that is subject to ch. 409. The special property
13interest of a buyer of goods on identification of those goods to a contract for sale under
14s. 402.401 is not a "security interest," but a buyer may also acquire a "security
15interest" by complying with ch. 409. Except as otherwise provided in s. 402.505, the
16right of a seller or lessor of goods under ch. 402 or 411 to retain or acquire possession
17of the goods is not a "security interest," but a seller or lessor may also acquire a
18"security interest" by complying with ch. 409. The retention or reservation of title
19by a seller of goods notwithstanding shipment or delivery to the buyer (s. 402.401)
20is limited in effect to a reservation of a "security interest." Whether a transaction in
21the form of a lease creates a "security interest" is determined pursuant to s. 401.203.
AB480,10,2322 (tm) "Send" in connection with a writing, record, or notice means any of the
23following:
AB480,11,324 1. To deposit in the mail or deliver for transmission by any other usual means
25of communication with postage or cost of transmission provided for and properly

1addressed and, in the case of an instrument, to an address specified thereon or
2otherwise agreed, or if there be none to any address reasonable under the
3circumstances.
AB480,11,54 2. In any other way to cause to be received any record or notice within the time
5it would have arrived if properly sent.
AB480,11,76 (u) "Signed" includes any symbol executed or adopted with present intention
7to adopt or accept a writing.
AB480,11,108 (um) "State" means a state of the United States, the District of Columbia,
9Puerto Rico, the United States Virgin Islands, or any territory or insular possession
10subject to the jurisdiction of the United States.
AB480,11,1111 (v) "Surety" includes a guarantor or other secondary obligor.
AB480,11,1312 (vm) "Term" means a portion of an agreement that relates to a particular
13matter.
AB480,11,1514 (w) "Unauthorized signature" means a signature made without actual,
15implied, or apparent authority. The term includes a forgery.
AB480,11,1716 (wm) "Warehouse receipt" means a receipt issued by a person engaged in the
17business of storing goods for hire.
AB480,11,1918 (x) "Writing" includes printing, typewriting, or any other intentional reduction
19to tangible form. "Written" has a corresponding meaning.
AB480,11,21 20401.202 Notice; knowledge. (1) Subject to sub. (6), a person has "notice" of
21a fact if the person satisfies any of the following:
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