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.
SB480,10,22 20(3) Upon request of a person entitled under a tangible document of title, the
21issuer of the tangible document may issue an electronic document of title as a
22substitute for the tangible document if all of the following apply:
SB480,10,2423 (a) The person entitled under the tangible document surrenders possession of
24the document to the issuer.
SB480,11,2
1(b) The electronic document when issued contains a statement that it is issued
2in substitution for the tangible document.
SB480,11,4 3(4) Upon issuance of the electronic document of title in substitution for a
4tangible document of title in accordance with sub. (3), all of the following apply:
SB480,11,55 (a) The tangible document ceases to have any effect or validity.
SB480,11,96 (b) The person that procured issuance of the electronic document warrants to
7all subsequent persons entitled under the electronic document that the warrantor
8was a person entitled under the tangible document when the warrantor surrendered
9possession of the tangible document to the issuer.
SB480,11,13 10407.106 Control of electronic document of title. (1) A person has control
11of an electronic document of title if a system employed for evidencing the transfer of
12interests in the electronic document reliably establishes that person as the person
13to which the electronic document was issued or transferred.
SB480,11,16 14(2) A system satisfies sub. (1), and a person is deemed to have control of an
15electronic document of title, if the document is created, stored, and assigned in such
16a manner that satisfies all of the following:
SB480,11,1817 (a) A single authoritative copy of the document exists which is unique,
18identifiable, and, except as otherwise provided in pars. (d), (e), and (f), unalterable.
SB480,11,2019 (b) The authoritative copy identifies the person asserting control as one of the
20following:
SB480,11,2121 1. The person to which the document was issued.
SB480,11,2322 2. If the authoritative copy indicates that the document has been transferred,
23the person to which the document was most recently transferred.
SB480,11,2524 (c) The authoritative copy is communicated to and maintained by the person
25asserting control or its designated custodian.
SB480,12,2
1(d) Copies or amendments that add or change an identified assignee of the
2authoritative copy can be made only with the consent of the person asserting control.
SB480,12,43 (e) Each copy of the authoritative copy and any copy of a copy is readily
4identifiable as a copy that is not the authoritative copy.
SB480,12,65 (f) Any amendment of the authoritative copy is readily identifiable as
6authorized or unauthorized.
SB480,12,77 Subchapter II
SB480,12,98 Warehouse receipts: special
9 provisions
SB480,12,11 10407.201 Person that may issue a warehouse receipt; storage under
11bond.
(1) A warehouse receipt may be issued by any warehouse.
SB480,12,16 12(2) If goods, including distilled spirits and agricultural commodities, are stored
13under a statute requiring a bond against withdrawal or a license for the issuance of
14receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed
15to be a warehouse receipt even if issued by a person that is the owner of the goods
16and is not a warehouse.
SB480,12,18 17407.202 Form of warehouse receipt. (1) A warehouse receipt need not be
18in any particular form.
SB480,12,20 19(2) Unless a warehouse receipt provides for each of the following, the
20warehouse is liable for damages caused to a person injured by its omission:
SB480,12,2121 (a) The location of the warehouse facility where the goods are stored.
SB480,12,2222 (b) The date of issue of the receipt.
SB480,12,2323 (c) The unique identification code of the receipt.
SB480,12,2524 (d) A statement whether the goods received will be delivered to the bearer, to
25a named person, or to a named person or its order.
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