2004 Florida Statutes
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS
Note.--Pursuant to s. 69, ch. 69-353, the editors altered the numbers of all sections making up this chapter at that time by deleting the digit and hyphen immediately following the decimal point. The purpose was to conform the numbering of the Code sections with the decimal numbering system used in other chapters of the Florida Statutes. The visual relationship between Florida Statutes section numbers and Code section number was not destroyed by this alteration; the digit preceding the decimal point coincides with the Code article number, and the digits following the decimal point coincide with the Code section numbers.
SHORT TITLE, CONSTRUCTION, APPLICATION, AND SUBJECT
MATTER (ss. 671.101-671.109)
GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
EFFECTIVE DATE AND REPEALER (ss. 671.301-671.311)
SHORT TITLE, CONSTRUCTION,
APPLICATION, AND SUBJECT MATTER
671.101 Short title.
671.102 Purposes; rules of construction; variation by agreement.
671.103 Supplementary general principles of law applicable.
671.104 Construction against implicit repeal.
671.105 Territorial application of the code; parties' power to choose applicable law.
671.106 Remedies to be liberally administered.
671.107 Waiver or renunciation of claim or right after breach.
671.109 Section captions.
671.101 Short title.--Chapters 670-680 may be cited as the "Uniform Commercial Code."
History.--s. 1, ch. 65-254; s. 2, ch. 90-278; s. 2, ch. 91-70.
Note.--s. 1-101, U.C.C.
671.102 Purposes; rules of construction; variation by agreement.--
(1) This code shall be liberally construed and applied to promote its underlying purposes and policies.
(2) Underlying purposes and policies of this code are:
(a) To simplify, clarify and modernize the law governing commercial transactions;
(b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties;
(c) To make uniform the law among the various jurisdictions.
(3) The effect of provisions of this code may be varied by agreement, except as otherwise provided in this code and except that the obligations of good faith, diligence, reasonableness and care prescribed by this code may not be disclaimed by agreement but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.
(4) The presence in certain provisions of this code of the words "unless otherwise agreed" or words of similar import does not imply that the effect of other provisions may not be varied by agreement under subsection (3).
(5) In this code unless the context otherwise requires:
(a) Words in the singular number include the plural, and in the plural include the singular;
(b) Gender-specific language includes the other gender and neuter, and when the sense so indicates words of the neuter gender may refer to any gender.
History.--s. 1, ch. 65-254; s. 551, ch. 97-102.
Note.--s. 1-102, U.C.C.; supersedes ss. 678.53, 614.31.
671.103 Supplementary general principles of law applicable.--Unless displaced by the particular provisions of this code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions.
History.--s. 1, ch. 65-254.
Note.--s. 1-103, U.C.C.; supersedes ss. 678.52, 673.17, 614.20.
671.104 Construction against implicit repeal.--This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
History.--s. 1, ch. 65-254.
Note.--s. 1-104, U.C.C.
671.105 Territorial application of the code; parties' power to choose applicable law.--
(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation will govern their rights and duties. Failing such agreement, this code applies to transactions bearing an appropriate relation to this state.
(2) When one of the following provisions of this code specifies the applicable law, that provision governs; and a contrary agreement is effective only to the extent permitted by the law (including the conflict-of-laws rules) so specified:
(a) Governing law in the chapter on funds transfers. (s. 670.507)
(b) Rights of sellers' creditors against sold goods. (s. 672.402)
(c) Applicability of the chapter on bank deposits and collections. (s. 674.102)
(d) Applicability of the chapter on letters of credit. (s. 675.116)
(e) Applicability of the chapter on investment securities. (s. 678.1101)
(f) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. (ss. 679.3011-679.3071)
(g) Applicability of the chapter on leases. (ss. 680.1051 and 680.1061)
History.--s. 1, ch. 65-254; s. 1, ch. 79-398; s. 3, ch. 90-278; s. 3, ch. 91-70; s. 1, ch. 93-77; s. 20, ch. 98-11; s. 65, ch. 99-3; s. 2, ch. 99-137; s. 9, ch. 2001-198.
Note.--s. 1-105, U.C.C.
671.106 Remedies to be liberally administered.--
(1) The remedies provided by this code shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special nor penal damages may be had except as specifically provided in this code or by other rule of law.
(2) Any right or obligation declared by this code is enforceable by action unless the provision declaring it specifies a different and limited effect.
History.--s. 1, ch. 65-254.
Note.--s. 1-106, U.C.C.
671.107 Waiver or renunciation of claim or right after breach.--Any claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
History.--s. 1, ch. 65-254.
Note.--s. 1-107, U.C.C.; supersedes ss. 675.28, 675.30.
671.108 Severability.--If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the code which can be given effect without the invalid provision or application, and to this end the provisions of this code are declared to be severable.
History.--s. 1, ch. 65-254.
Note.--s. 1-108, U.C.C.
671.109 Section captions.--Section captions are parts of this code.
History.--s. 1, ch. 65-254.
Note.--s. 1-109, U.C.C.
GENERAL DEFINITIONS AND
PRINCIPLES OF INTERPRETATION
671.201 General definitions.
671.202 Prima facie evidence by third-party documents.
671.203 Obligation of good faith.
671.204 Time; reasonable time; "seasonably."
671.205 Course of dealing and usage of trade.
671.206 Statute of frauds for kinds of personal property not otherwise covered.
671.207 Performance or acceptance under reservation of rights.
671.208 Option to accelerate at will.
671.201 General definitions.--Subject to additional definitions contained in the subsequent chapters of this code which are applicable to specific chapters or parts thereof, and unless the context otherwise requires, in this code:
(1) "Action" in the sense of a judicial proceeding includes recoupment, counterclaim, setoff, suit in equity and any other proceedings in which rights are determined.
(2) "Aggrieved party" means a party entitled to resort to a remedy.
(3) "Agreement" means the bargain of the parties in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this code (ss. 671.205 and 672.208). Whether an agreement has legal consequences is determined by the provisions of this code, if applicable; otherwise by the law of contracts (s. 671.103). (Compare "contract.")
(4) "Bank" means any person engaged in the business of banking.
(5) "Bearer" means the person in possession of an instrument, document of title, or certificated security payable to bearer or indorsed in blank.
(6) "Bill of lading" means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods, and includes an airbill. "Airbill" means a document serving for air transportation as a bill of lading does for marine or rail transportation, and includes an air consignment note or air waybill.
(7) "Branch" includes a separately incorporated foreign branch of a bank.
(8) "Burden of establishing" a fact means the burden of persuading the triers of fact that the existence of the fact is more probable than its nonexistence.
(9) "Buyer in ordinary course of business" means a person who buys goods in good faith without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller's own usual or customary practices. A person who sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in the ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer who takes possession of the goods or has a right to recover the goods from the seller under chapter 672 may be a buyer in the ordinary course of business. A person who acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt is not a buyer in the ordinary course of business.
(10) A term or clause is "conspicuous" when it is so written that a reasonable person against whom it is to operate ought to have noticed it. A printed heading in capitals (as: NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the body of a form is conspicuous if it is in larger or other contrasting type or color. But in a telegram any stated term is conspicuous. Whether a term or clause is conspicuous or not is for decision by the court.
(11) "Contract" means the total legal obligation which results from the parties' agreement as affected by this code and any other applicable rules of law. (Compare "agreement.")
(12) "Creditor" includes a general creditor, a secured creditor, a lien creditor and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity and an executor or administrator of an insolvent debtor's or assignor's estate.
(13) "Defendant" includes a person in the position of defendant in a cross-action or counterclaim.
(14) "Delivery" with respect to instruments, documents of title, chattel paper, or certificated securities means voluntary transfer of possession.
(15) "Document of title" includes bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers. To be a document of title a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee's possession which are either identified or are fungible portions of an identified mass.
(16) "Fault" means wrongful act, omission or breach.
(17) "Fungible" with respect to goods or securities means goods or securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit. Goods which are not fungible shall be deemed fungible for the purposes of this code to the extent that under a particular agreement or document unlike units are treated as equivalents.
(18) "Genuine" means free of forgery or counterfeiting.
(19) "Good faith" means honesty in fact in the conduct or transaction concerned.
(20) "Holder," with respect to a negotiable instrument, means the person in possession if the instrument is payable to bearer or, in the case of an instrument payable to an identified person, if the identified person is in possession. "Holder," with respect to a document of title, means the person in possession if the goods are deliverable to bearer or to the order of the person in possession.
(21) To "honor" is to pay or to accept and pay, or where a credit so engages to purchase or discount a draft complying with the terms of the credit.
(22) "Insolvency proceedings" includes any assignment for the benefit of creditors or other proceedings intended to liquidate or rehabilitate the estate of the person involved.
(23) A person is "insolvent" who either has ceased to pay his or her debts in the ordinary course of business or cannot pay his or her debts as they become due or is insolvent within the meaning of the Federal Bankruptcy Law.
(24) "Money" means a medium of exchange authorized or adopted by a domestic or foreign government and includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more nations.
(25) A person has "notice" of a fact when
(a) He or she has actual knowledge of it; or
(b) He or she has received a notice or notification of it; or
(c) From all the facts and circumstances known to the person at the time in question he or she has reason to know that it exists.
A person "knows" or has "knowledge" of a fact when he or she has actual knowledge of it. "Discover" or "learn" or a word or phrase of similar import refers to knowledge rather than to reason to know. The time and circumstances under which a notice or notification may cease to be effective are not determined by this code.
(26) A person "notifies" or "gives" a notice or notification to another by taking such steps as may be reasonably required to inform the other in ordinary course whether or not such other actually comes to know of it. A person "receives" a notice or notification when
(a) It comes to his or her attention; or
(b) It is duly delivered at the place of business through which the contract was made or at any other place held out by the person as the place for receipt of such communications.
(27) Notice, knowledge or a notice or notification received by an organization is effective for a particular transaction from the time when it is brought to the attention of the individual conducting that transaction, and in any event from the time when it would have been brought to his or her attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless such communication is part of his or her regular duties or unless the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(28) "Organization" includes a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity.
(29) "Party," as distinct from "third party," means a person who has engaged in a transaction or made an agreement within this code.
(30) "Person" includes an individual or an organization (see s. 671.102).
(31) "Presumption" or "presumed" means that the trier of fact must find the existence of the fact presumed unless and until evidence is introduced which would support a finding of its nonexistence.
(32) "Purchase" includes taking by sale, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift or any other voluntary transaction creating an interest in property.
(33) "Purchaser" means a person who takes by purchase.
(34) "Remedy" means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.
(35) "Representative" includes an agent, an officer of a corporation or association, and a trustee, executor or administrator of an estate, or any other person empowered to act for another.
(36) "Rights" includes remedies.
(37) "Security interest" means an interest in personal property or fixtures which secures payment or performance of an obligation. The term also includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction which is subject to chapter 679. The special property interest of a buyer of goods on identification of those goods to a contract for sale under s. 672.401 is not a security interest, but a buyer may also acquire a security interest by complying with chapter 679. Except as otherwise provided in s. 672.505, the right of a seller or lessor of goods under chapter 672 or chapter 680 to retain or acquire possession of the goods is not a security interest, but a seller or lessor may also acquire a security interest by complying with chapter 679. The retention or reservation of title by a seller of goods, notwithstanding shipment or delivery to the buyer (s. 672.401), is limited in effect to a reservation of a security interest. Whether a transaction creates a lease or security interest is determined by the facts of each case; however:
(a) A transaction creates a security interest if the consideration the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease not subject to termination by the lessee, and;
1. The original term of the lease is equal to or greater than the remaining economic life of the goods;
2. The lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;
3. The lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or nominal additional consideration upon compliance with the lease agreement; or
4. The lessee has an option to become the owner of the goods for no additional consideration or nominal additional consideration upon compliance with the lease agreement.
(b) A transaction does not create a security interest merely because it provides that:
1. The present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;
2. The lessee assumes the risk of loss of the goods or agrees to pay taxes; insurance; filing, recording, or registration fees; or service or maintenance costs with respect to the goods;
3. The lessee has an option to renew the lease or to become the owner of the goods;
4. The lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or
5. The lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.
(c) For purposes of this subsection:
1. Additional consideration is not nominal if, when the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed or if, when the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed. Additional consideration is nominal if it is less than the lessee's reasonably predictable cost of performing under the lease agreement if the option is not exercised.
2. "Reasonably predictable" and "remaining economic life of the goods" are to be determined with reference to the facts and circumstances at the time the transaction is entered into.
3. "Present value" means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate is not manifestly unreasonable at the time the transaction is entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.
(38) "Send" in connection with any writing or notice means to deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and in the case of an instrument to an address specified thereon or otherwise agreed, or if there be none to any address reasonable under the circumstances. The receipt of any writing or notice within the time at which it would have arrived if properly sent has the effect of a proper sending.
(39) "Signed" includes any symbol executed or adopted by a party with present intention to authenticate a writing.
(40) "Surety" includes guarantor.
(41) "Telegram" includes a message transmitted by radio, teletype, cable, any mechanical method of transmission, or the like.
(42) "Term" means that portion of an agreement which relates to a particular matter.
(43) "Unauthorized" signature means one made without actual, implied, or apparent authority and includes a forgery.
(44) "Value." Except as otherwise provided with respect to negotiable instruments and bank collections (ss. 673.3031, 674.2101, and 674.2111), a person gives value for rights if he or she acquires them:
(a) In return for a binding commitment to extend credit or for the extension of immediately available credit whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(b) As security for or in total or partial satisfaction of a preexisting claim;
(c) By accepting delivery pursuant to a preexisting contract for purchase; or
(d) Generally, in return for any consideration sufficient to support a simple contract.
(45) "Warehouse receipt" means a written receipt or an electronic notification of receipt issued by a person engaged in the business of storing goods for hire.
(46) "Written" or "writing" includes printing, typewriting or any other intentional reduction to tangible form.
History.--s. 1, ch. 65-254; s. 1, ch. 78-222; s. 2, ch. 79-398; s. 2, ch. 87-275; s. 4, ch. 90-278; s. 3, ch. 92-82; s. 552, ch. 97-102; s. 1, ch. 2000-112; s. 10, ch. 2001-198.
Note.--s. 1-201, U.C.C.; supersedes ss. 614.02, 673.01, 674.01, 674.07, 674.28, 674.29, 674.30, 678.54.
671.202 Prima facie evidence by third-party documents.--A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party shall be prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
History.--s. 1, ch. 65-254.
Note.--s. 1-202, U.C.C.
671.203 Obligation of good faith.--Every contract or duty within this code imposes an obligation of good faith in its performance or enforcement.
History.--s. 1, ch. 65-254.
Note.--s. 1-203, U.C.C.; supersedes ss. 678.54, 614.02(11).
671.204 Time; reasonable time; "seasonably."--
(1) Whenever this code requires any action to be taken within a reasonable time, any time which is not manifestly unreasonable may be fixed by agreement.
(2) What is a reasonable time for taking any action depends on the nature, purpose and circumstances of such action.
(3) An action is taken "seasonably" when it is taken at or within the time agreed or if no time is agreed at or within a reasonable time.
History.--s. 1, ch. 65-254.
Note.--s. 1-204, U.C.C.; supersedes s. 674.01.
671.205 Course of dealing and usage of trade.--
(1) A "course of dealing" is a sequence of previous conduct between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(2) A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar writing the interpretation of the writing is for the court.
(3) A course of dealing between parties and any usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware give particular meaning to and supplement or qualify terms of an agreement.
(4) The express terms of an agreement and an applicable course of dealing or usage of trade shall be construed wherever reasonable as consistent with each other; but when such construction is unreasonable express terms control both course of dealing and usage of trade and course of dealing controls usage of trade.
(5) An applicable usage of trade in the place where any part of performance is to occur shall be used in interpreting the agreement as to that part of the performance.
(6) Evidence of a relevant usage of trade offered by one party is not admissible unless and until he or she has given the other party such notice as the court finds sufficient to prevent unfair surprise to the latter.
History.--s. 1, ch. 65-254; s. 553, ch. 97-102.
Note.--s. 1-205, U.C.C.; supersedes s. 674.01.
671.206 Statute of frauds for kinds of personal property not otherwise covered.--
(1) Except in the cases described in subsection (2) of this section a contract for the sale of personal property is not enforceable by way of action or defense beyond $5,000 in amount or value of remedy unless there is some writing which indicates that a contract for sale has been made between the parties at a defined or stated price, reasonably identifies the subject matter, and is signed by the party against whom enforcement is sought or by her or his authorized agent.
(2) Subsection (1) of this section does not apply to contracts for the sale of goods (s. 672.201) nor of securities (s. 678.1131) nor to security agreements (1s. 679.203).
History.--s. 1, ch. 65-254; s. 554, ch. 97-102; s. 21, ch. 98-11.
1Note.--Repealed by s. 2, ch. 2001-198.
Note.--s. 1-206, U.C.C.; supersedes s. 725.02.
671.207 Performance or acceptance under reservation of rights.--
(1) A party who, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice," "under protest," or the like are sufficient.
(2) Subsection (1) does not apply to an accord and satisfaction.
History.--s. 1, ch. 65-254; s. 4, ch. 92-82.
Note.--s. 1-207, U.C.C.
671.208 Option to accelerate at will.--A term providing that one party or the party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when she or he deems herself or himself insecure" or in words of similar import shall be construed to mean that she or he shall have power to do so only if she or he in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against whom the power has been exercised.
History.--s. 1, ch. 65-254; s. 555, ch. 97-102.
Note.--s. 1-208, U.C.C.; supersedes s. 674.03(3).
EFFECTIVE DATE AND REPEALER
671.301 Effective date; provision for transition; preservation of old transition provision.
671.304 Laws not repealed; precedence where code provisions in conflict with other laws; certain statutory remedies retained.
671.308 Transition provisions on place of filing.
671.309 Required refilings.
671.31 Transition provisions as to priorities.
671.311 Presumption that rule of law continues unchanged.
671.301 Effective date; provision for transition; preservation of old transition provision.--
(1) This act shall take effect at 12:01 a.m. on January 1, 1980.
(2) Transactions validly entered into after January 1, 1967, and before the effective date of this act, and which were subject to the provisions of chapter 65-254, Laws of Florida, as amended, and which would be subject to this act as amended if they had been entered into after the effective date of this act and the rights, duties, and interests flowing from such transactions remain valid after the latter date and may be terminated, completed, consummated, or enforced as required or permitted by this act. Security interests arising out of such transactions which are perfected when this act becomes effective shall remain perfected until they lapse as provided in this act and may be continued as permitted by this act, except as stated in s. 680.108, Florida Statutes 1979.
(3) The provisions of s. 680.101, Florida Statutes 1977, shall continue to apply to this act and for this purpose the two statutes shall be considered one continuous statute.
History.--s. 1, ch. 65-254; s. 1, ch. 69-218; s. 36, ch. 79-398; s. 6, ch. 90-278.
Note.--Former s. 680.101.
671.304 Laws not repealed; precedence where code provisions in conflict with other laws; certain statutory remedies retained.--
(1) The article on documents of title (Art. 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees' businesses in respects not specifically dealt with herein; but the fact that such laws are violated does not affect the status of a document of title which otherwise complies with the definition of a "document of title" (s. 671.201).
(2) The following laws and parts of laws are specifically not repealed and shall take precedence over any provisions of this code which may be inconsistent or in conflict therewith:
(a) Chapter 517--Sale of securities.
(b) Chapter 687--Interest and usury; lending practices.
(c) Chapter 516--Florida Consumer Finance Act.
(d) Chapter 520--Retail installment sales (Part I, Motor Vehicle Sales Finance Act; Part II, Retail Installment Sales Act; Part III, Installment Sales Finance Act).
(e) Chapter 665--Florida Savings Association Act.
(f) Chapter 657--Credit unions.
(g) Chapters 319 and 328--Title certificates (motor vehicle; vessel).
(h) Chapter 538--Secondhand Dealers and Secondary Metals Recyclers.
(i) Chapters 658, 660, and 663.
(3) The following laws or parts of laws, although not repealed, shall yield to and be superseded by any provisions of the code which may be inconsistent or in conflict therewith:
(a) Chapter 697--Instruments deemed mortgages and the nature of a mortgage.
(b) Chapter 701--Assignment and cancellation of mortgages.
(c) Chapter 702--Foreclosure of mortgages.
(d) Chapter 727--General assignments.
(4) Notwithstanding any provisions to the contrary in any of the following Florida Statutes, the remedies provided by such statutes shall not restrict the remedies otherwise available to a secured party under this code, but all such remedies shall be cumulatively available in accordance with their respective terms to a secured party under this code: Chapter 76--Attachment.
(5) The effectiveness of any financing statement or continuation statement filed prior to January 1, 1980, or any continuation statement filed on or after October 1, 1984, which states that the debtor is a transmitting utility as provided in 1s. 679.403(6) shall continue until a termination statement is filed, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.
History.--s. 1, ch. 65-254; s. 174, ch. 79-164; s. 3, ch. 80-273; s. 5, ch. 81-276; s. 1, ch. 84-167; s. 3, ch. 89-533; s. 6, ch. 90-278; s. 205, ch. 92-303; s. 25, ch. 98-11; s. 6, ch. 2000-155.
1Note.--Repealed by s. 4, ch. 2001-198.
Note.--Former s. 680.104.
671.308 Transition provisions on place of filing.--
(1) A financing statement or continuation statement filed prior to the effective date of this act which shall not have lapsed prior to the effective date of this act shall remain effective for the period provided in chapter 65-254, Laws of Florida, as amended, but not less than 5 years after the filing.
(2) With respect to any collateral acquired by the debtor subsequent to the effective date of this act, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office or offices that would be appropriate to perfect the security interests in the new collateral under this act.
(3) The effectiveness of any financing statement or continuation statement filed prior to the effective date of this act may be continued by a continuation statement as permitted by this act, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.
History.--s. 37, ch. 79-398; s. 6, ch. 90-278.
Note.--Former s. 680.108.
671.309 Required refilings.--
(1) If a security interest is perfected or has priority when this act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under this act, the perfection and priority rights of the security interest continue until 3 years after the effective date of this act. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.
(2) If a security interest is perfected when this act takes effect under a law other than the Uniform Commercial Code which requires no further filing, refiling, or recording to continue its perfection, perfection continues until and will lapse 3 years after this act takes effect, unless:
(a) A financing statement is filed as provided in subsection (4);
(b) The security interest is perfected otherwise than by filing; or
(c) Under 1s. 679.302(3) the other law continues to govern filing.
(3) If a security interest is perfected by a filing, refiling, or recording under a law repealed by this act which required further filing, refiling, or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed for such further filing, refiling, or recording unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.
(4) A financing statement may be filed within 6 months before the perfection of a security interest would otherwise lapse. Any such financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement, or notice (however denominated in any statute or other law repealed or modified by this act), state the office where and the date when the last filing, refiling, or recording, if any, was made with respect thereto and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement, or notice, however denominated, in another filing office under the Uniform Commercial Code or under any statute or other law repealed or modified by this act is still effective. Sections 2679.103 and 3679.401 determine the proper place to file such a financing statement. Except as specified in this subsection, the provisions of 3s. 679.403(3) for continuation statements apply to such a financing statement.
History.--s. 38, ch. 79-398; s. 6, ch. 90-278.
1Note.--Repealed by s. 3, ch. 2001-198.
2Note.--Repealed by s. 1, ch. 2001-198.
3Note.--Repealed by s. 4, ch. 2001-198.
Note.--Former s. 680.109.
671.31 Transition provisions as to priorities.--Except as otherwise provided in this part, chapter 65-254, Laws of Florida, as amended, shall apply to any questions of priority if the positions of the parties were fixed prior to the effective date of chapter 79-398, Laws of Florida.
History.--s. 39, ch. 79-398; s. 6, ch. 90-278.
Note.--Former s. 680.11.
671.311 Presumption that rule of law continues unchanged.--Unless a change in law has clearly been made, the provisions of chapter 79-398, Laws of Florida, shall be deemed declaratory of the meaning of chapter 65-254, Laws of Florida, as amended.
History.--s. 40, ch. 79-398; s. 6, ch. 90-278.
Note.--Former s. 680.111.