AB481, s. 16 7Section 16. 402.310 (3) of the statutes is amended to read:
AB481,7,138 402.310 (3) If delivery is authorized and made by way of documents of title
9otherwise than by sub. (2) then payment is due regardless of where the goods are to
10be received
at the time and place at which the buyer is to receive the documents
11regardless of where the goods are to be received; or at the time the buyer is to receive
12delivery of the electronic documents and at the seller's place of business or, if none,
13the seller's residence
; and
AB481, s. 17 14Section 17. 402.323 (2) (intro.) of the statutes is amended to read:
AB481,7,1915 402.323 (2) (intro.) Where in a case within sub. (1) a tangible bill of lading has
16been issued in a set of parts, unless otherwise agreed if the documents are not to be
17sent from abroad the buyer may demand tender of the full set; otherwise only one
18part of the bill of lading need be tendered. Even if the agreement expressly requires
19a full set:
AB481, s. 18 20Section 18. 402.401 (3) (a) of the statutes is amended to read:
AB481,7,2421 402.401 (3) (a) If the seller is to deliver a tangible document of title, title passes
22at the time when and the place where the seller delivers such documents and, if the
23seller is to deliver an electronic document of title, title passes when the seller delivers
24the document
; or
AB481, s. 19 25Section 19. 402.401 (3) (b) of the statutes is amended to read:
AB481,8,3
1402.401 (3) (b) If the goods are at the time of contracting already identified and
2no documents of title are to be delivered, title passes at the time and place of
3contracting.
AB481, s. 20 4Section 20. 402.503 (4) (b) of the statutes is amended to read:
AB481,8,135 402.503 (4) (b) Tender to the buyer of a nonnegotiable document of title or of
6a written direction to record directing the bailee to deliver is sufficient tender unless
7the buyer seasonably objects, and except as otherwise provided in ch. 409 receipt by
8the bailee of notification of the buyer's rights fixes those rights as against the bailee
9and all 3rd persons; but risk of loss of the goods and of any failure by the bailee to
10honor the nonnegotiable document of title or to obey the direction remains on the
11seller until the buyer has had a reasonable time to present the document or direction,
12and a refusal by the bailee to honor the document or to obey the direction defeats the
13tender.
AB481, s. 21 14Section 21. 402.503 (5) (b) of the statutes is amended to read:
AB481,8,1715 402.503 (5) (b) Tender through customary banking channels is sufficient and
16dishonor of a draft accompanying or associated with the documents constitutes
17nonacceptance or rejection.
AB481, s. 22 18Section 22. 402.505 (1) (b) of the statutes is amended to read:
AB481,8,2319 402.505 (1) (b) A nonnegotiable bill of lading to the seller or the seller's nominee
20reserves possession of the goods as security but except in a case of conditional
21delivery (s. 402.507 (2)) a nonnegotiable bill of lading naming the buyer as consignee
22reserves no security interest even though the seller retains possession or control of
23the bill of lading.
AB481, s. 23 24Section 23. 402.505 (2) of the statutes is amended to read:
AB481,9,5
1402.505 (2) When shipment by the seller with reservation of a security interest
2is in violation of the contract for sale it constitutes an improper contract for
3transportation within s. 402.504 but impairs neither the rights given to the buyer by
4shipment and identification of the goods to the contract nor the seller's powers as a
5holder of a negotiable document of title.
AB481, s. 24 6Section 24. 402.506 (2) of the statutes is amended to read:
AB481,9,107 402.506 (2) The right to reimbursement of a financing agency which has in good
8faith honored or purchased the draft under commitment to or authority from the
9buyer is not impaired by subsequent discovery of defects with reference to any
10relevant document which was apparently regular on its face.
AB481, s. 25 11Section 25. 402.509 (2) (a) of the statutes is amended to read:
AB481,9,1312 402.509 (2) (a) On the buyer's receipt of possession or control of a negotiable
13document of title covering the goods; or
AB481, s. 26 14Section 26. 402.509 (2) (c) of the statutes is amended to read:
AB481,9,1715 402.509 (2) (c) After the buyer's receipt of possession or control of a
16nonnegotiable document of title or other written direction to deliver in a record, as
17provided in s. 402.503 (4) (b).
AB481, s. 27 18Section 27. 402.605 (2) of the statutes is amended to read:
AB481,9,2119 402.605 (2) Payment against documents made without reservation of rights
20precludes recovery of the payment for defects apparent on the face of in the
21documents.
AB481, s. 28 22Section 28. 402.705 (2) (c) of the statutes is amended to read:
AB481,9,2423 402.705 (2) (c) Such acknowledgment to the buyer by a carrier by reshipment
24or as a warehouse keeper; or
AB481, s. 29 25Section 29. 402.705 (3) (c) of the statutes is amended to read:
AB481,10,3
1402.705 (3) (c) If a negotiable document of title has been issued for goods the
2bailee is not obliged to obey a notification to stop until surrender of possession or
3control
of the document.
AB481, s. 30 4Section 30. 404.104 (3) (fc) of the statutes is created to read:
AB481,10,55 404.104 (3) (fc) "Control" — s. 407.106.
AB481, s. 31 6Section 31. 404.210 (3) (intro.) of the statutes is amended to read:
AB481,10,127 404.210 (3) (intro.) Receipt by a collecting bank of a final settlement for an item
8is a realization on its security interest in the item, accompanying documents and
9proceeds. So long as the bank does not receive final settlement for the item or give
10up possession of the item or possession or control of the accompanying documents for
11purposes other than collection, the security interest continues to that extent and is
12subject to ch. 409, but all of the following apply:
AB481, s. 32 13Section 32. Chapter 407 of the statutes is repealed and recreated to read:
AB481,10,1414 CHAPTER 407
AB481,10,1515 Uniform commercial code
AB481,10,16 16— documents of title
AB481,10,1717 Subchapter I
AB481,10,1818 General
AB481,10,20 19407.101 Short title. (1) This chapter may be cited as uniform commercial code
20— documents of title.
AB481,10,22 21407.102 Definitions and index of definitions. (1) In this chapter, unless
22the context otherwise requires:
AB481,10,2423 (a) "Bailee" means a person that by a warehouse receipt, bill of lading, or other
24document of title acknowledges possession of goods and contracts to deliver them.
AB481,10,2525 (b) "Carrier" means a person that issues a bill of lading.
AB481,11,2
1(c) "Consignee" means a person named in a bill of lading to which or to whose
2order the bill promises delivery.
AB481,11,43 (d) "Consignor" means a person named in a bill of lading as the person from
4which the goods have been received for shipment.
AB481,11,75 (e) "Delivery order" means a record that contains an order to deliver goods
6directed to a warehouse, carrier, or other person that in the ordinary course of
7business issues warehouse receipts or bills of lading.
AB481,11,98 (f) "Good faith" means honesty in fact and the observance of reasonable
9commercial standards of fair dealing.
AB481,11,1110 (g) "Goods" means all things that are treated as movable for the purposes of a
11contract for storage or transportation.
AB481,11,1712 (h) "Issuer" means a bailee that issues a document of title or, in the case of an
13unaccepted delivery order, the person that orders the possessor of goods to deliver.
14The term includes a person for which an agent or employee purports to act in issuing
15a document if the agent or employee has real or apparent authority to issue
16documents, even if the issuer did not receive any goods, the goods were misdescribed,
17or in any other respect the agent or employee violated the issuer's instructions.
AB481,11,2118 (i) "Person entitled under the document" means the holder, in the case of a
19negotiable document of title, or the person to which delivery of the goods is to be made
20by the terms of, or pursuant to instructions in a record under, a nonnegotiable
21document of title.
AB481,11,2322 (j) "Record" means information that is inscribed on a tangible medium or that
23is stored in an electronic or other medium and is retrievable in perceivable form.
AB481,11,2524 (k) "Shipper" means a person that enters into a contract of transportation with
25a carrier.
AB481,12,2
1(L) "Sign" means, with present intent to authenticate or adopt a record, any of
2the following:
AB481,12,33 1. To execute or adopt a tangible symbol.
AB481,12,54 2. To attach to or logically associate with the record an electronic sound, symbol,
5or process.
AB481,12,76 (m) "Warehouse" means a person engaged in the business of storing goods for
7hire.
AB481,12,9 8(2) Definitions in other chapters applying to this chapter and the sections in
9which they appear are:
AB481,12,1010 (a) "Contract for sale," s. 402.106.
AB481,12,1111 (b) "Lessee in ordinary course of business," s. 411.103.
AB481,12,1212 (c) "Receipt" of goods, s. 402.103.
AB481,12,14 13(3) In addition, ch. 401 contains general definitions and principles of
14construction and interpretation applicable throughout this chapter.
AB481,12,17 15407.103 Relation of chapter to treaty or statute. (1) This chapter is
16subject to any treaty or statute of the United States or a regulatory statute of this
17state to the extent the treaty, statute, or regulatory statute is applicable.
AB481,12,22 18(2) This chapter does not repeal or modify any law prescribing the form or
19contents of a document of title or the services or facilities to be afforded by a bailee,
20or otherwise regulating a bailee's businesses in respects not specifically treated in
21this chapter. However, violation of these laws does not affect the status of a document
22of title that otherwise complies with the definition of a document of title.
AB481,13,2 23(3) This chapter modifies, limits, and supersedes the federal Electronic
24Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
25modify, limit, or supersede section 101 (c) of that act, 15 USC 7001(c), or authorize

1electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
27003
(b).
AB481,13,4 3(4) To the extent there is a conflict between subch. II of ch. 137 and this chapter,
4this chapter governs.
AB481,13,7 5407.104 Negotiable and nonnegotiable document of title. (1) A
6document of title is negotiable if by its terms the goods are to be delivered to bearer
7or to the order of a named person.
AB481,13,11 8(2) A document of title other than one described in sub. (1) is nonnegotiable.
9A bill of lading that states that the goods are consigned to a named person is not made
10negotiable by a provision that the goods are to be delivered only against an order in
11a record signed by the same or another named person.
AB481,13,13 12(3) A document of title is nonnegotiable if, at the time it is issued, the document
13has a conspicuous legend, however expressed, that it is nonnegotiable.
AB481,13,17 14407.105 Reissuance in alternative medium. (1) Upon request of a person
15entitled under an electronic document of title, the issuer of the electronic document
16may issue a tangible document of title as a substitute for the electronic document if
17all of the following apply:
AB481,13,1918 (a) The person entitled under the electronic document surrenders control of the
19document to the issuer.
AB481,13,2120 (b) The tangible document when issued contains a statement that it is issued
21in substitution for the electronic document.
AB481,13,23 22(2) Upon issuance of a tangible document of title in substitution for an
23electronic document of title in accordance with sub. (1), all of the following apply:
AB481,13,2424 (a) The electronic document ceases to have any effect or validity.
AB481,14,4
1(b) The person that procured issuance of the tangible document warrants to all
2subsequent persons entitled under the tangible document that the warrantor was a
3person entitled under the electronic document when the warrantor surrendered
4control of the electronic document to the issuer.
AB481,14,7 5(3) Upon request of a person entitled under a tangible document of title, the
6issuer of the tangible document may issue an electronic document of title as a
7substitute for the tangible document if all of the following apply:
AB481,14,98 (a) The person entitled under the tangible document surrenders possession of
9the document to the issuer.
AB481,14,1110 (b) The electronic document when issued contains a statement that it is issued
11in substitution for the tangible document.
AB481,14,13 12(4) Upon issuance of the electronic document of title in substitution for a
13tangible document of title in accordance with sub. (3), all of the following apply:
AB481,14,1414 (a) The tangible document ceases to have any effect or validity.
AB481,14,1815 (b) The person that procured issuance of the electronic document warrants to
16all subsequent persons entitled under the electronic document that the warrantor
17was a person entitled under the tangible document when the warrantor surrendered
18possession of the tangible document to the issuer.
AB481,14,22 19407.106 Control of electronic document of title. (1) A person has control
20of an electronic document of title if a system employed for evidencing the transfer of
21interests in the electronic document reliably establishes that person as the person
22to which the electronic document was issued or transferred.
AB481,14,25 23(2) A system satisfies sub. (1), and a person is deemed to have control of an
24electronic document of title, if the document is created, stored, and assigned in such
25a manner that satisfies all of the following:
AB481,15,2
1(a) A single authoritative copy of the document exists which is unique,
2identifiable, and, except as otherwise provided in pars. (d), (e), and (f), unalterable.
AB481,15,43 (b) The authoritative copy identifies the person asserting control as one of the
4following:
AB481,15,55 1. The person to which the document was issued.
AB481,15,76 2. If the authoritative copy indicates that the document has been transferred,
7the person to which the document was most recently transferred.
AB481,15,98 (c) The authoritative copy is communicated to and maintained by the person
9asserting control or its designated custodian.
AB481,15,1110 (d) Copies or amendments that add or change an identified assignee of the
11authoritative copy can be made only with the consent of the person asserting control.
AB481,15,1312 (e) Each copy of the authoritative copy and any copy of a copy is readily
13identifiable as a copy that is not the authoritative copy.
AB481,15,1514 (f) Any amendment of the authoritative copy is readily identifiable as
15authorized or unauthorized.
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