(a) Governing law: general rule. — Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction governs a matter covered by this article. (b) Governing law: Section 12-106. — For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record's jurisdiction governs a matter covered by Section 12-106 unless an effective agreement determines that the local law of another jurisdiction governs. (c) Controllable electronic record's jurisdiction. — The following rules determine a controllable electronic record's jurisdiction under this section: (1) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record's jurisdiction. (2) If paragraph (1) does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record's jurisdiction. (3) If paragraphs (1) and (2) do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record's jurisdiction. (4) If paragraphs (1), (2), and (3) do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record's jurisdiction. (5) If paragraphs (1) through (4) do not apply, the controllable electronic record's jurisdiction is the District of Columbia. (d) Applicability of Article 12. — If subsection (c)(5) applies and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this article is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection, "Article 12" means Article 12 of Uniform Commercial Code Amendments (2022). (e) Relation of matter or transaction to controllable electronic record's jurisdiction not necessary. — To the extent subsections (a) and (b) provide that the local law of the controllable electronic record's jurisdiction governs a matter covered by this article, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record's jurisdiction. (f) Rights of purchasers determined at time of purchase. — The rights acquired under Section 12-104 by purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase. Subtitle I Uniform Commercial Code Article A Transitional Provisions for Uniform Commercial Code Amendments 2022 Part 1 General provisions and definitions A-101. Title. This article may be cited as "Transitional Provisions for Uniform Commercial Code Amendments (2022)." A-102. Definitions. (a) Article A Definitions. — In this article: (1) "Adjustment date" means July 1, 2025, or the date that is 1 year after August 18, 2023, whichever is later. (2) "Amending Act" means 84 Del. Laws, c. 174. (3) "Article 12" means Article 12 of the Uniform Commercial Code. (4) "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. (b) Definitions in other articles. — The following definitions in other articles of the Uniform Commercial Code apply to this article. "Controllable account". § 9-102. "Controllable electronic record". § 12-102. "Controllable payment intangible". § 9-102. "Electronic money". § 9-102. "Financing statement". § 9-102. (c) Article 1 definitions and principles. — Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article. Part 2 General transitional provision A-201. Saving clause. Except as provided in Part 3, a transaction validly entered into before August 18, 2023, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than the Uniform Commercial Code or, if applicable, the Uniform Commercial Code, as though the amending Act had not taken effect. Part 3 Transitional provisions for Articles 9 and 12 A-301. Saving clause. (a) Pre-effective-date transaction, lien, or interest. — Except as provided in this part, Article 9, as amended by the amending Act, and Article 12 apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was entered into, created, or acquired before August 18, 2023. (b) Continuing validity. — Except as provided in subsection (c) and Sections A-302 through A-306: (1) a transaction, lien, or interest in property that was validly entered into, created, or transferred before August 18, 2023, and was not governed by the Uniform Commercial Code, but would be subject to Article 9, as amended by the amending Act, or Article 12 if it had been entered into, created, or transferred on or after August 18, 2023, including the rights, duties, and interests flowing from the transaction, lien, or interest, remains valid on and after August 18, 2023; and (2) the transaction, lien, or interest may be terminated, completed, consummated, and enforced as required or permitted by the amending Act or by the law that would apply if the amending Act had not taken effect. (c) Pre-effective-date proceeding. — The amending Act does not affect an action, case, or proceeding commenced before August 18, 2023. A-302. Security interest perfected before effective date. (a) Continuing perfection: perfection requirements satisfied. — A security interest that is enforceable and perfected immediately before August 18, 2023, is a perfected security interest under the amending Act if, on August 18, 2023, the requirements for enforceability and perfection under the amending Act are satisfied without further action. (b) Continuing perfection; enforceability or perfection requirements not satisfied. — If a security interest is enforceable and perfected immediately before August 18, 2023, but the requirements for enforceability or perfection under 84 Del. Laws, c. 174 are not satisfied on August 18, 2023, the security interest: (1) is a perfected security interest until the earlier of the time perfection would have ceased under the law in effect immediately before August 18, 2023, or the adjustment date; (2) remains enforceable thereafter only if the security interest satisfies the requirements for enforceability under Section 9-203, as amended by the amending Act, before the adjustment date; and (3) remains perfected thereafter only if the requirements for perfection under the amending Act are satisfied before the time specified in paragraph (1). A-303. Security interest unperfected before effective date. A security interest that is enforceable immediately before August 18, 2023, but is unperfected at that time: (1) remains an enforceable security interest until the adjustment date; (2) remains enforceable thereafter if the security interest becomes enforceable under Section 9-203, as amended by the amending Act, on August 18, 2023, or before the adjustment date; and (3) becomes perfected: (A) without further action, on August 18, 2023, if the requirements for perfection under the amending Act are satisfied before or at that time; or (B) when the requirements for perfection are satisfied if the requirements are satisfied after that time. A-304. Effectiveness of actions taken before effective date. (a) Pre-effective-date action; attachment and perfection before adjustment date. — If action, other than the filing of a financing statement, is taken before August 18, 2023, and the action would have resulted in perfection of the security interest had the security interest become enforceable before August 18, 2023, the action is effective to perfect a security interest that attaches under the amending Act before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under the amending Act before the adjustment date. (b) Pre-effective-date filing. — The filing of a financing statement before August 18, 2023, is effective to perfect a security interest on August 18, 2023, to the extent the filing would satisfy the requirements for perfection under the amending Act. (c) Pre-effective-date enforceability action. — The taking of an action before August 18, 2023, is sufficient for the enforceability of a security interest on August 18, 2023, if the action would satisfy the requirements for enforceability under the amending Act. A-305. Priority. (a) Determination of priority. — Subject to subsections (b) and (c), the amending Act determines the priority of conflicting claims to collateral. (b) Established priorities. — Subject to subsection (c), if the priorities of claims to collateral were established before August 18, 2023, Article 9, as in effect before August 18, 2023, determines priority. (c) Determination of certain priorities on adjustment date. — On the adjustment date, to the extent the priorities determined by Article 9, as amended by the amending Act, modify the priorities established before August 18, 2023, the priorities of claims to Article 12 property and electronic money established before August 18, 2023, cease to apply. A-306. Priority of claims when priority rules of Article 9 do not apply. (a) Determination of priority. — Subject to subsections (b) and (c), Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of Article 9, as amended by the amending Act, do not apply. (b) Established priorities. — Subject to subsection (c), when the priority rules of Article 9, as amended by the amending Act, do not apply and the priorities of claims to Article 12 property were established before August 18, 2023, law other than Article 12 determines priority. (c) Determination of certain priorities on adjustment date. — When the priority rules of Article 9, as amended by the amending Act, do not apply, to the extent the priorities determined by the amending Act modify the priorities established before August 18, 2023, the priorities of claims to Article 12 property established before August 18, 2023, cease to apply on the adjustment date. Subtitle II Other Laws Relating to Commerce and Trade Delaware False Claims and Reporting Act
‹ Prev All Delaware sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.