Article 7 of the Uniform Commercial Code (UCC) regulates the transfer of goods
in interstate commerce, specifically dealing with the transfer of title to goods that are
moved or shipped from one location to another. Wisconsin had earlier enacted article
7 of the UCC, but in 2003 the National Conference of Commissioners on Uniform

State Laws adopted a revised version of article 7 of the UCC and recommended its
enactment in all of the states. This bill enacts the revised version of article 7 of the
UCC into Wisconsin law.
The transfer of goods in interstate commerce involves not only the shipment
and storage of tangible goods, but also the transfer of the ownership rights to those
goods. Under current law, such rights are transferred by specific documents of title.
These title documents are paper documents, consisting of originals and copies, and
may be either negotiable or nonnegotiable. The use of paper documents to transfer
title and other ownership rights has worked well in the past, but as commercial
transactions in the United States and around the world are increasingly conducted
and facilitated through electronic means the current-law requirements for paper
documents may now impede the transfer of title to goods that are moved or shipped
from one location to another. Revised article 7 of the UCC addresses this issue by
permitting electronic documents of title for the transfer of goods in interstate
commerce.
Under the bill, article 7 of the UCC is revised to provide that a lawful document
of title includes an electronic document of title, which is evidenced by a record
consisting of information stored in an electronic medium. Under the bill, for the
purpose of transferring ownership rights in tangible goods, electronic documents of
title are the legal equivalent of paper documents of title. The remaining portions of
current law relating to article 7 of the UCC are amended to facilitate the use of either
electronic documents of title or the current paper documents of title. Most
importantly, revised article 7 of the UCC, as contained in the bill, creates new
definitions of "record" and "sign." Under the bill, a record is "information that is
inscribed on a tangible medium or that is stored in an electronic or other medium and
is retrievable in perceivable form." The term "sign" is defined to mean "to execute or
adopt a tangible symbol" and "to attach or logically associate with the record an
electronic sound, symbol, or process." Wherever the term "writing" or an equivalent
was previously used in article 7 of the UCC, the term "record" is uniformly used in
revised article 7 of the UCC. When a document is required to be signed under article
7 of the UCC, electronic signing satisfies the requirement under revised article 7 of
the UCC.
Finally, the bill incorporates all technical or nonsubstantive portions of revised
article 7 of the UCC that update or clarify the earlier version of article 7 of the UCC,
as well as eliminates provisions that no longer have legal effect.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB480, s. 1 1Section 1. 99.01 (2) of the statutes is amended to read:
SB480,3,32 99.01 (2) "Property" means goods as defined in s. 407.102 (1) (f) (g). "Property"
3includes food; agricultural and commercial products, commodities or equipment;

1household furnishings; automobiles, boats, snowmobiles or other vehicles and
2conveyances; and all other items of a personal, family, household, agricultural,
3business or commercial nature which may be the subject of a contract of storage.
SB480, s. 2 4Section 2. 137.12 (6) of the statutes is created to read:
SB480,3,65 137.12 (6) To the extent there is a conflict between this subchapter and ch. 407,
6ch. 407 governs.
SB480, s. 3 7Section 3. 137.24 (1) of the statutes is amended to read:
SB480,3,108 137.24 (1) In this section, "transferable record" means an electronic record that
9would be is a note under ch. 403 or a record under ch. 407 if the electronic record were
10in writing
.
SB480, s. 4 11Section 4. 402.103 (3) (dm) of the statutes is created to read:
SB480,3,1212 402.103 (3) (dm) "Control" — s. 407.106.
SB480, s. 5 13Section 5. 402.104 (2) of the statutes is amended to read:
SB480,3,2214 402.104 (2) "Financing agency" means a bank, finance company or other person
15who in the ordinary course of business makes advances against goods or documents
16of title or who by arrangement with either the seller or the buyer intervenes in
17ordinary course to make or collect payment due or claimed under the contract for
18sale, as by purchasing or paying the seller's draft or making advances against it or
19by merely taking it for collection whether or not documents of title accompany or are
20associated with
the draft. "Financing agency" includes also a bank or other person
21who similarly intervenes between persons who are in the position of seller and buyer
22in respect to the goods (s. 402.707).
SB480, s. 6 23Section 6. 402.310 (3) of the statutes is amended to read:
SB480,4,424 402.310 (3) If delivery is authorized and made by way of documents of title
25otherwise than by sub. (2) then payment is due regardless of where the goods are to

1be received
at the time and place at which the buyer is to receive the documents
2regardless of where the goods are to be received; or at the time the buyer is to receive
3delivery of the electronic documents and at the seller's place of business or, if none,
4the seller's residence
; and
SB480, s. 7 5Section 7. 402.323 (2) (intro.) of the statutes is amended to read:
SB480,4,106 402.323 (2) (intro.) Where in a case within sub. (1) a tangible bill of lading has
7been issued in a set of parts, unless otherwise agreed if the documents are not to be
8sent from abroad the buyer may demand tender of the full set; otherwise only one
9part of the bill of lading need be tendered. Even if the agreement expressly requires
10a full set:
SB480, s. 8 11Section 8. 402.401 (3) (a) of the statutes is amended to read:
SB480,4,1512 402.401 (3) (a) If the seller is to deliver a tangible document of title, title passes
13at the time when and the place where the seller delivers such documents and, if the
14seller is to deliver an electronic document of title, title passes when the seller delivers
15the document
; or
SB480, s. 9 16Section 9. 402.401 (3) (b) of the statutes is amended to read:
SB480,4,1917 402.401 (3) (b) If the goods are at the time of contracting already identified and
18no documents of title are to be delivered, title passes at the time and place of
19contracting.
SB480, s. 10 20Section 10. 402.503 (4) (b) of the statutes is amended to read:
SB480,5,421 402.503 (4) (b) Tender to the buyer of a nonnegotiable document of title or of
22a written direction to record directing the bailee to deliver is sufficient tender unless
23the buyer seasonably objects, and except as otherwise provided in ch. 409 receipt by
24the bailee of notification of the buyer's rights fixes those rights as against the bailee
25and all 3rd persons; but risk of loss of the goods and of any failure by the bailee to

1honor the nonnegotiable document of title or to obey the direction remains on the
2seller until the buyer has had a reasonable time to present the document or direction,
3and a refusal by the bailee to honor the document or to obey the direction defeats the
4tender.
SB480, s. 11 5Section 11. 402.503 (5) (b) of the statutes is amended to read:
SB480,5,86 402.503 (5) (b) Tender through customary banking channels is sufficient and
7dishonor of a draft accompanying or associated with the documents constitutes
8nonacceptance or rejection.
SB480, s. 12 9Section 12. 402.505 (1) (b) of the statutes is amended to read:
SB480,5,1410 402.505 (1) (b) A nonnegotiable bill of lading to the seller or the seller's nominee
11reserves possession of the goods as security but except in a case of conditional
12delivery (s. 402.507 (2)) a nonnegotiable bill of lading naming the buyer as consignee
13reserves no security interest even though the seller retains possession or control of
14the bill of lading.
SB480, s. 13 15Section 13. 402.505 (2) of the statutes is amended to read:
SB480,5,2016 402.505 (2) When shipment by the seller with reservation of a security interest
17is in violation of the contract for sale it constitutes an improper contract for
18transportation within s. 402.504 but impairs neither the rights given to the buyer by
19shipment and identification of the goods to the contract nor the seller's powers as a
20holder of a negotiable document of title.
SB480, s. 14 21Section 14. 402.506 (2) of the statutes is amended to read:
SB480,5,2522 402.506 (2) The right to reimbursement of a financing agency which has in good
23faith honored or purchased the draft under commitment to or authority from the
24buyer is not impaired by subsequent discovery of defects with reference to any
25relevant document which was apparently regular on its face.
SB480, s. 15
1Section 15. 402.509 (2) (a) of the statutes is amended to read:
SB480,6,32 402.509 (2) (a) On the buyer's receipt of possession or control of a negotiable
3document of title covering the goods; or
SB480, s. 16 4Section 16. 402.509 (2) (c) of the statutes is amended to read:
SB480,6,75 402.509 (2) (c) After the buyer's receipt of possession or control of a
6nonnegotiable document of title or other written direction to deliver in a record, as
7provided in s. 402.503 (4) (b).
SB480, s. 17 8Section 17. 402.605 (2) of the statutes is amended to read:
SB480,6,119 402.605 (2) Payment against documents made without reservation of rights
10precludes recovery of the payment for defects apparent on the face of in the
11documents.
SB480, s. 18 12Section 18. 402.705 (2) (c) of the statutes is amended to read:
SB480,6,1413 402.705 (2) (c) Such acknowledgment to the buyer by a carrier by reshipment
14or as a warehouse keeper; or
SB480, s. 19 15Section 19. 402.705 (3) (c) of the statutes is amended to read:
SB480,6,1816 402.705 (3) (c) If a negotiable document of title has been issued for goods the
17bailee is not obliged to obey a notification to stop until surrender of possession or
18control
of the document.
SB480, s. 20 19Section 20. 404.104 (3) (fc) of the statutes is created to read:
SB480,6,2020 404.104 (3) (fc) "Control" — s. 407.106.
SB480, s. 21 21Section 21. 404.210 (3) (intro.) of the statutes is amended to read:
SB480,7,222 404.210 (3) (intro.) Receipt by a collecting bank of a final settlement for an item
23is a realization on its security interest in the item, accompanying documents and
24proceeds. So long as the bank does not receive final settlement for the item or give
25up possession of the item or possession or control of the accompanying documents for

1purposes other than collection, the security interest continues to that extent and is
2subject to ch. 409, but all of the following apply:
SB480, s. 22 3Section 22. Chapter 407 of the statutes is repealed and recreated to read:
SB480,7,44 CHAPTER 407
SB480,7,55 Uniform commercial code
SB480,7,6 6— documents of title
SB480,7,77 Subchapter I
SB480,7,88 General
SB480,7,10 9407.101 Short title. This chapter may be cited as uniform commercial code
10— documents of title.
SB480,7,12 11407.102 Definitions and index of definitions. (1) In this chapter, unless
12the context otherwise requires:
SB480,7,1413 (a) "Bailee" means a person that by a warehouse receipt, bill of lading, or other
14document of title acknowledges possession of goods and contracts to deliver them.
SB480,7,1515 (b) "Carrier" means a person that issues a bill of lading.
SB480,7,1716 (c) "Consignee" means a person named in a bill of lading to which or to whose
17order the bill promises delivery.
SB480,7,1918 (d) "Consignor" means a person named in a bill of lading as the person from
19which the goods have been received for shipment.
SB480,7,2220 (e) "Delivery order" means a record that contains an order to deliver goods
21directed to a warehouse, carrier, or other person that in the ordinary course of
22business issues warehouse receipts or bills of lading.
SB480,7,2423 (f) "Good faith" means honesty in fact and the observance of reasonable
24commercial standards of fair dealing.
SB480,8,2
1(g) "Goods" means all things that are treated as movable for the purposes of a
2contract for storage or transportation.
SB480,8,83 (h) "Issuer" means a bailee that issues a document of title or, in the case of an
4unaccepted delivery order, the person that orders the possessor of goods to deliver.
5The term includes a person for which an agent or employee purports to act in issuing
6a document if the agent or employee has real or apparent authority to issue
7documents, even if the issuer did not receive any goods, the goods were misdescribed,
8or in any other respect the agent or employee violated the issuer's instructions.
SB480,8,129 (i) "Person entitled under the document" means the holder, in the case of a
10negotiable document of title, or the person to which delivery of the goods is to be made
11by the terms of, or pursuant to instructions in a record under, a nonnegotiable
12document of title.
SB480,8,1413 (j) "Record" means information that is inscribed on a tangible medium or that
14is stored in an electronic or other medium and is retrievable in perceivable form.
SB480,8,1615 (k) "Shipper" means a person that enters into a contract of transportation with
16a carrier.
SB480,8,1817 (L) "Sign" means, with present intent to authenticate or adopt a record, any of
18the following:
SB480,8,1919 1. To execute or adopt a tangible symbol.
SB480,8,2120 2. To attach to or logically associate with the record an electronic sound, symbol,
21or process.
SB480,8,2322 (m) "Warehouse" means a person engaged in the business of storing goods for
23hire.
SB480,8,25 24(2) Definitions in other chapters applying to this chapter and the sections in
25which they appear are:
SB480,9,1
1(a) "Contract for sale," s. 402.106.
SB480,9,22 (b) "Lessee in ordinary course of business," s. 411.103.
SB480,9,33 (c) "Receipt" of goods, s. 402.103.
SB480,9,5 4(3) In addition, ch. 401 contains general definitions and principles of
5construction and interpretation applicable throughout this chapter.
SB480,9,8 6407.103 Relation of chapter to treaty or statute. (1) This chapter is
7subject to any treaty or statute of the United States or a regulatory statute of this
8state to the extent the treaty, statute, or regulatory statute is applicable.
SB480,9,13 9(2) This chapter does not repeal or modify any law prescribing the form or
10contents of a document of title or the services or facilities to be afforded by a bailee,
11or otherwise regulating a bailee's businesses in respects not specifically treated in
12this chapter. However, violation of such a law does not affect the status of a document
13of title that otherwise complies with the definition of a document of title.
SB480,9,18 14(3) This chapter modifies, limits, and supersedes the federal Electronic
15Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
16modify, limit, or supersede section 101 (c) of that act, 15 USC 7001(c), or authorize
17electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
187003
(b).
SB480,9,20 19(4) To the extent there is a conflict between subch. II of ch. 137 and this chapter,
20this chapter governs.
SB480,9,23 21407.104 Negotiable and nonnegotiable document of title. (1) Except as
22provided in sub. (3), a document of title is negotiable if by its terms the goods are to
23be delivered to bearer or to the order of a named person.
SB480,9,25 24(2) A document of title other than one described in sub. (1) is nonnegotiable.
25A bill of lading that states that the goods are consigned to a named person is not made

1negotiable by a provision that the goods are to be delivered only against an order in
2a record signed by the same or another named person.
SB480,10,4 3(3) A document of title is nonnegotiable if, at the time it is issued, the document
4has a conspicuous legend, however expressed, that it is nonnegotiable.
SB480,10,8 5407.105 Reissuance in alternative medium. (1) Upon request of a person
6entitled under an electronic document of title, the issuer of the electronic document
7may issue a tangible document of title as a substitute for the electronic document if
8all of the following apply:
SB480,10,109 (a) The person entitled under the electronic document surrenders control of the
10document to the issuer.
SB480,10,1211 (b) The tangible document when issued contains a statement that it is issued
12in substitution for the electronic document.
SB480,10,14 13(2) Upon issuance of a tangible document of title in substitution for an
14electronic document of title in accordance with sub. (1), all of the following apply:
SB480,10,1515 (a) The electronic document ceases to have any effect or validity.
SB480,10,1916 (b) The person that procured issuance of the tangible document warrants to all
17subsequent persons entitled under the tangible document that the warrantor was a
18person entitled under the electronic document when the warrantor surrendered
19control of the electronic document to the issuer.
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