Florida Senate - 2022                              CS for SB 336
       
       
        
       By the Committee on Judiciary; and Senator Berman
       
       
       
       
       
       590-01912-22                                           2022336c1
    1                        A bill to be entitled                      
    2         An act relating to the Uniform Commercial Code;
    3         amending ss. 679.4061 and 679.4081, F.S.; providing
    4         that certain restrictions on the effectiveness of
    5         terms in specified agreements and the effectiveness of
    6         certain rules of law, statutes, or regulations related
    7         to the discharge of account debtors and certain
    8         restrictions on the assignment of promissory notes,
    9         health-care-insurance receivables, and certain general
   10         intangibles, respectively, do not apply to a security
   11         interest in an ownership interest in a general
   12         partnership, a limited partnership, or a limited
   13         liability company; conforming provisions to changes
   14         made by the act; providing an effective date.
   15          
   16  Be It Enacted by the Legislature of the State of Florida:
   17  
   18         Section 1. Subsections (4) and (6) of section 679.4061,
   19  Florida Statutes, are amended, and subsection (12) is added to
   20  that section, to read:
   21         679.4061 Discharge of account debtor; notification of
   22  assignment; identification and proof of assignment; restrictions
   23  on assignment of accounts, chattel paper, payment intangibles,
   24  and promissory notes ineffective.—
   25         (4) Except as otherwise provided in subsections (5) and
   26  (12) subsection (5) and ss. 680.303 and 679.4071, and subject to
   27  subsection (8), a term in an agreement between an account debtor
   28  and an assignor or in a promissory note is ineffective to the
   29  extent that it:
   30         (a) Prohibits, restricts, or requires the consent of the
   31  account debtor or person obligated on the promissory note to the
   32  assignment or transfer of, or the creation, attachment,
   33  perfection, or enforcement of a security interest in, the
   34  account, chattel paper, payment intangible, or promissory note;
   35  or
   36         (b) Provides that the assignment or transfer or the
   37  creation, attachment, perfection, or enforcement of the security
   38  interest may give rise to a default, breach, right of
   39  recoupment, claim, defense, termination, right of termination,
   40  or remedy under the account, chattel paper, payment intangible,
   41  or promissory note.
   42         (6) Except as otherwise provided in subsection (12) and ss.
   43  680.303 and 679.4071, and subject to subsections (8) and (9), a
   44  rule of law, statute, or regulation that prohibits, restricts,
   45  or requires the consent of a government, governmental body or
   46  official, or account debtor to the assignment or transfer of, or
   47  creation of a security interest in, an account or chattel paper
   48  is ineffective to the extent that the rule of law, statute, or
   49  regulation:
   50         (a) Prohibits, restricts, or requires the consent of the
   51  government, governmental body or official, or account debtor to
   52  the assignment or transfer of, or the creation, attachment,
   53  perfection, or enforcement of a security interest in the account
   54  or chattel paper; or
   55         (b) Provides that the assignment or transfer or the
   56  creation, attachment, perfection, or enforcement of the security
   57  interest may give rise to a default, breach, right of
   58  recoupment, claim, defense, termination, right of termination,
   59  or remedy under the account or chattel paper.
   60         (12)Subsections (4), (6), and (11) do not apply to a
   61  security interest in an ownership interest in a general
   62  partnership, a limited partnership, or a limited liability
   63  company.
   64         Section 2. Subsections (1) and (3) of section 679.4081,
   65  Florida Statutes, are amended, and subsection (8) is added to
   66  that section, to read:
   67         679.4081 Restrictions on assignment of promissory notes,
   68  health-care-insurance receivables, and certain general
   69  intangibles ineffective.—
   70         (1) Except as otherwise provided in subsections (2) and (8)
   71  subsection (2), a term in a promissory note or in an agreement
   72  between an account debtor and a debtor which relates to a
   73  health-care-insurance receivable or a general intangible,
   74  including a contract, permit, license, or franchise, and which
   75  term prohibits, restricts, or requires the consent of the person
   76  obligated on the promissory note or the account debtor to, the
   77  assignment or transfer of, or creation, attachment, or
   78  perfection of a security interest in, the promissory note,
   79  health-care-insurance receivable, or general intangible, is
   80  ineffective to the extent that the term:
   81         (a) Would impair the creation, attachment, or perfection of
   82  a security interest; or
   83         (b) Provides that the assignment or transfer or the
   84  creation, attachment, or perfection of the security interest may
   85  give rise to a default, breach, right of recoupment, claim,
   86  defense, termination, right of termination, or remedy under the
   87  promissory note, health-care-insurance receivable, or general
   88  intangible.
   89         (3) Except as otherwise provided in subsection (8), a rule
   90  of law, statute, or regulation that prohibits, restricts, or
   91  requires the consent of a government, governmental body or
   92  official, person obligated on a promissory note, or account
   93  debtor to the assignment or transfer of, or creation of a
   94  security interest in, a promissory note, health-care-insurance
   95  receivable, or general intangible, including a contract, permit,
   96  license, or franchise between an account debtor and a debtor, is
   97  ineffective to the extent that the rule of law, statute, or
   98  regulation:
   99         (a) Would impair the creation, attachment, or perfection of
  100  a security interest; or
  101         (b) Provides that the assignment or transfer or the
  102  creation, attachment, or perfection of the security interest may
  103  give rise to a default, breach, right of recoupment, claim,
  104  defense, termination, right of termination, or remedy under the
  105  promissory note, health-care-insurance receivable, or general
  106  intangible.
  107         (8)This section does not apply to a security interest in
  108  an ownership interest in a general partnership, a limited
  109  partnership, or a limited liability company.
  110         Section 3. This act shall take effect January 1, 2023.