LRBs0242/1
MDK&RAC:wlj:pg
2007 - 2008 LEGISLATURE
ASSEMBLY SUBSTITUTE AMENDMENT 1,
TO 2007 ASSEMBLY BILL 480
February 4, 2008 - Offered by Representative Cullen.
AB480-ASA1,1,6
1An Act to amend 59.43 (1) (L), 59.43 (1) (n), 126.25 (11), 137.12 (2) (b), 137.24
2(4), 340.01 (56o), 342.03, 402.202 (1), 402.208 (2), 403.103 (1) (j), 407.102 (1) (e),
3407.103 (2), 410.106 (1), 410.204 (2), 411.501 (4), 706.08 (4) (c) and 893.36 (1g)
4(a); and
to repeal and recreate chapter 401 of the statutes;
relating to:
5adopting revised article 1 of the Uniform Commercial Code concerning general
6provisions.
Analysis by the Legislative Reference Bureau
This substitute amendment repeals and recreates the general provisions
chapter of the Uniform Commercial Code (UCC). The UCC governs certain
transactions relating to sales, negotiable instruments, bank deposits and collections,
letters of credit, bulk transfers, documents of title, investment securities, secured
transactions, fund transfers, and leases. The substitute amendment revises and
updates the general provisions chapter to better reflect and accommodate changing
business practices. The substitute amendment also makes many changes of a
technical or nonsubstantive nature, such as reordering and renumbering sections.
In terms of substantive changes to the general provisions chapter of the UCC, the
substitute amendment does all of the following:
1. Clarifies that the general provisions chapter applies only to transactions
governed by the UCC and not other law.
2. Clarifies when other principles of law may be used to supplement UCC
provisions of law.
3. Specifically provides that evidence of "course of performance" may be used
to interpret a contract along with course of dealing and usage of trade.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB480-ASA1,2,62
59.43
(1) (L) File all documents pertaining to security interests, as defined in
3s. 401.201
(37) (a) (2) (t), that are required or authorized by law to be filed with the
4register. Except as otherwise prescribed by the department of financial institutions
5under subch. V of ch. 409, these documents shall be executed in a manner that
6satisfies the requirements set forth in sub. (2m) (b) 1. to 5.
AB480-ASA1,2,118
59.43
(1) (n) Upon the filing of a financing statement or other document
9evidencing the creation of a security interest, as defined in s. 401.201
(37) (a) (2) (t),
10required to be filed or recorded with the register under s. 409.501 (1) (a), index the
11statement or document in the real estate records index under sub. (9).
AB480-ASA1,2,1413
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-ASA1, s. 4
15Section
4. 137.12 (2) (b) of the statutes is amended to read:
AB480-ASA1,2,1716
137.12
(2) (b) Chapters 401 and 403 to 410, other than
ss. 401.107 and 401.206 17s. 401.306.
AB480-ASA1,3,619
137.24
(4) Except as otherwise agreed, a person having control of a transferable
20record is the holder, as defined in s. 401.201
(20)
(2) (km), of the transferable record
1and has the same rights and defenses as a holder of an equivalent record or writing
2under chs. 401 to 411, including, if the applicable statutory requirements under s.
3403.302 (1), 407.501, or 409.330 are satisfied, the rights and defenses of a holder in
4due course, a holder to which a negotiable record of title has been duly negotiated,
5or a purchaser, respectively. Delivery, possession, and endorsement are not required
6to obtain or exercise any of the rights under this subsection.
AB480-ASA1,3,98
340.01
(56o) "Security interest" means a security interest as defined in s.
9401.201
(37) (2) (t).
AB480-ASA1,3,16
11342.03 Motor vehicle, trailer or semitrailer leases. Notwithstanding s.
12401.201
(37) (2) (t) or ch. 409, a transaction involving a motor vehicle, trailer or
13semitrailer does not create a conditional sale or a security interest merely because
14it includes a provision that permits or requires the rental price to be adjusted under
15the agreement by reference to the amount realized upon the sale or other disposition
16of the motor vehicle, trailer or semitrailer.
AB480-ASA1, s. 8
17Section
8. Chapter 401 of the statutes is repealed and recreated to read:
AB480-ASA1,3,1919
Uniform commercial code
AB480-ASA1,3,20
20— General provisions
AB480-ASA1,3,2121
Subchapter I
AB480-ASA1,3,2222
General provisions
AB480-ASA1,3,24
23401.101 Short titles. (1) Chapters 401 to 411 may be cited as the uniform
24commercial code.
AB480-ASA1,4,2
1(2) This chapter may be cited as uniform commercial code — general
2provisions.
AB480-ASA1,4,4
3401.102 Scope of chapter. This chapter applies to a transaction to the extent
4that it is governed by another chapter in chs. 402 to 411.
AB480-ASA1,4,8
5401.103 Construction of uniform commercial code to promote its
6purposes and policies; applicability of supplemental principles of law. (1)
7 Chapters 401 to 411 must be liberally construed and applied to promote its
8underlying purposes and policies, which are all of the following:
AB480-ASA1,4,109
(a) To simplify, clarify, and modernize the law governing commercial
10transactions.
AB480-ASA1,4,1211
(b) To permit the continued expansion of commercial practices through custom,
12usage, and agreement of the parties.
AB480-ASA1,4,1313
(c) To make uniform the law among the various jurisdictions.
AB480-ASA1,4,18
14(2) Unless displaced by the particular provisions of chs. 401 to 411, the
15principles of law and equity, including the law merchant and the law relative to
16capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress,
17coercion, mistake, bankruptcy, or other validating or invalidating cause shall
18supplement its provisions.
AB480-ASA1,4,22
19401.104 Construction against implied repeal. Chapters 401 to 411 being
20a general act intended as a unified coverage of its subject matter, no part of it shall
21be deemed to be impliedly repealed by subsequent legislation if such construction can
22reasonably be avoided.
AB480-ASA1,4,24
23401.106 Use of singular and plural; gender. In chs. 401 to 411, unless the
24statutory context otherwise requires, all of the following apply:
AB480-ASA1,5,2
1(1) Words in the singular number include the plural, and those in the plural
2include the singular.
AB480-ASA1,5,3
3(2) Words of any gender also refer to any other gender.
AB480-ASA1,5,5
4401.107 Captions. Section captions are part of chs. 401 to 411,
5notwithstanding s. 990.001 (6).
AB480-ASA1,5,66
Subchapter Ii
AB480-ASA1,5,87
GENERAL DEFINITIONS AND
8
PRINCIPLES OF INTERPRETATION
AB480-ASA1,5,12
9401.201 General definitions. (1) Unless the context otherwise requires,
10words or phrases defined in this section, or in the additional definitions contained
11in chs. 402 to 411 that apply to particular chapters or subchapters thereof, have the
12meanings stated.
AB480-ASA1,5,14
13(2) Subject to definitions contained in chs. 402 to 411 that apply to particular
14chapters or subchapters thereof, in chs. 401 to 411:
AB480-ASA1,5,1715
(a) "Action," in the sense of a judicial proceeding, includes recoupment,
16counterclaim, setoff, suit in equity, and any other proceeding in which rights are
17determined.