Navigating the Uniform Commercial Code Florida: A Business Owner’s Guide

• Tropical Jewelers v. Nationsbank, 781 So. 2d 392 (Fla. Dist. Ct. App. 2000)

  This case is relevant to the research request because it discusses the application of the Uniform Commercial Code in Florida, specifically Article 9, and cites relevant statutes. However, the case is from 2000, so it is possible that the law has changed since then.

  “Under Article 9, a debtor is entitled to insist that the disposition of collateral after a default be made in a commercially reasonable manner, and this UCC protection cannot be waived by a debtor.”

  “Under Article 9 of the UCC, upon a debtor’s default, a secured creditor is obligated to dispose of the collateral securing the debt in a commercially reasonable manner.”

  “Indeed, the right to commercially reasonable disposition of repossessed property cannot be waived by the debtor.”

  “See §§ 679.501 (3)(b), 679.504 (3), Fla. Stat. (1995). The question is whether a guarantor is a “debtor” for Article 9 purposes. The answer is yes.”

• State v. Family Bank of Hallandale, 623 So. 2d 474 (Fla. 1993)

  This case discusses the application of the Uniform Commercial Code in Florida, specifically addressing whether state warrants are negotiable instruments under the Code. However, the case is from 1993, so it may not reflect the most current state of the law.

  “The State maintained that state warrants are not negotiable instruments under the Uniform Commercial Code (UCC or Code), and, thus, the bank was not entitled to repayment of these funds by the people of the State of Florida.”

  “Town of Bithlo; Marshall.”

  “Chs. 674-676, Fla. Stat. (1965).”

  “However, the Family Bank argues that it is a holder in due course because the warrant comes within the definition of a “negotiable instrument” under chapter 673, Florida Statutes (1985), Florida’s version of article 3 of the Uniform Commercial Code. The district court agreed with the bank and based its decision on the notion that when the Legislature enacted chapter 65-254, Laws of Florida, it brought state warrants into the class of commercial paper.”

• Mason v. Avdoyan, 299 So. 2d 603 (Fla. Dist. Ct. App. 1974)

  This case is relevant to the research request because it discusses the applicability of two sections of the Florida Uniform Commercial Code, and whether they supersede a conflicting state statute. However, the case is from 1974, so it is possible that subsequent developments have affected its relevance.

  “The resolution of Point 1 requires a determination of the applicability to personal property of Sec. 697.04, Fla. Stat., between January 1, 1967 when the Florida Uniform Commercial Code became effective, and July 1, 1970 when Sec. 697.04 was amended to eliminate its reference to personalty. Two sections of the Florida Uniform Commercial Code (hereafter called Code) are directly involved: (1) Sec. 679.204, Fla. Stat., provides, in part: “When security interest attaches; after-acquired property; future advances * * * * * * (5) Obligations covered by a security agreement may include future advances or other value whether or not the advances or value are given pursuant to commitment.” (2) Sec. 680.104(3), Fla. Stat., provides: “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: Chapter 697 — Instruments deemed mortgages and the nature of a mortgage.””

  “In summary, Sec. 679.204(5) of the Code is broad and permits security agreements to include future advances with or without commitment to make the advances. Sec. 697.04 likewise permits this, but goes on to affirmatively require that the instrument state the maximum principal amount of unpaid future advances that may be secured at any one time.”

  “The Uniform Commercial Code was a substantial revision of the law governing commercial transactions in Florida.”

  “We hold that the future advance requirements of Sec. 697.04, Fla. Stat., as they relate to personal property, are inconsistent with the legislative intent embodied in the provisions of the Florida Uniform Commercial Code, and were superseded by Code Sec. 679.204, Fla. Stat.”

• Fotomat Corp. of Fla. v. Chanda, 464 So. 2d 626 (Fla. Dist. Ct. App. 1985)

  This case is relevant to the research request because it discusses the application of the Uniform Commercial Code in Florida, specifically section 672.2-302, and provides an analysis of the concept of unconscionability.

  “Florida has adopted the Uniform Commercial Code in dealing with commercial transactions. Section 672.2-302 of the Florida Statutes (1979) states: (1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. (2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. The code does not attempt to define “unconscionability.””

  “In Steinhardt v. Rudolph, 422 So.2d 884, 890 (Fla. 3d DCA 1982), review denied, 434 So.2d 889 (Fla. 1983), the court points out that the Restatement “does not even attempt to define unconscionability in a black letter rule of law, whether in procedural-substantive terms or otherwise, because the legal concept involved here is so flexible and chameleon-like.””

• Shanks v. Bergerman, 334 So. 3d 681 (Fla. Dist. Ct. App. 2022)

  This case is relevant to the research request because it discusses the application of chapter 673 of the Florida Uniform Commercial Code to a promissory note. However, the case does not address the UCC more broadly, and it is not clear whether it remains good law.

  “Finally, a promissory note executed in connection with a mortgage “is a negotiable instrument governed by chapter 673, Florida’s Uniform Commercial Code.” Hagstrom , 203 So. 3d at 921 ; see also Perry v. Fairbanks Cap. Corp., 888 So. 2d 725, 727 (Fla. 5th DCA 2004) (“A promissory note is clearly a negotiable instrument within the definition of section 673.1041(1)…. A mortgage is the security for the payment of the negotiable promissory note, ‘and is a mere incident of and ancillary to such note.’ ” (quoting Scott v. Taylor , 63 Fla. 612, 58 So. 30, 32 (1912) )). Accordingly, the statute of limitations applicable to the enforcement of a promissory note is governed by section 673.1181, Florida Statutes (2012), which defers to chapter 95: “Chapter 95 governs when an action to enforce an obligation, duty, or right arising under this chapter must be commenced.” As the Shanks correctly argue, section 95.11(2)(b), Florida Statutes (2005) provides that the statute of limitations on a written contract is five years, but section 95.051(1)(f) provides that the limitation period is tolled for five years from [t]he payment of any part of the principal or interest of any obligation or liability founded on a written instrument.””

• 1944 Beach Boulevard, LLC v. Live Oak Banking Co., 346 So. 3d 587 (Fla. 2022)

  This case is relevant to the research request because it discusses the meaning of “standard search logic” as used in Article 9 of the Uniform Commercial Code, which Florida has adopted. The case also cites two other cases and an article that may be relevant.

  “However, the meaning of “standard search logic” as used in Article 9 of the Uniform Commercial Code, which governs secured transactions and which Florida has adopted, see In re NRP Lease Holdings, 20 F.4th at 752 (citing ch. 679, Fla. Stat; In re Summit Staffing, 305 B.R. at 350), is well understood within the industry. See Hancock Advertising, Inc. v. Dep’t of Transp. , 549 So. 2d 1086, 1089 (Fla. 3d DCA 1989) (concluding that the court was “entitled to consider” the “practical construction which has in fact been adopted by the industry” to resolve “the statutory interpretation problem before [it]”). Within the industry, “standard search logic” is reasonably accepted to mean a procedure that “identif[ies] the set (which might be empty) of financing statements on file that constitute hits for the search,” or stated differently, that produces an “[u]nambiguous identification of hits.” Kenneth C. Kettering, Standard Search Logic under Article 9 and the Florida Debacle , 66 U. Miami L. Rev. 907, 913 (2012). This is because “[t]he whole point of the ‘standard search logic rule’ is to establish an objective procedure for determining whether a given financing statement is sufficient. A procedure that does not identify which financing statements are hits and which are not is alien to the purpose of the rule.” Id.”

• Transamerica Ins. v. Barnett Bank, 540 So. 2d 113 (Fla. 1989)

  “The bank’s security interest was filed under the Uniform Commercial Code (U.C.C.) prior to the filing of petitioner’s security interest. All statutory references are to Florida Statutes (1983).”

  “The district court held that the surety’s assignment was a security interest under the U.C.C. We disagree for two reasons. First, the U.C.C. itself suggests that a surety’s assignment from a contractor, should be excluded from the U.C.C. Section 679.104(6) excludes a transfer of a right to payment under a contract to an assignee who is also to do the performance under the contract.”

  “A security interest and equitable subrogation are not incompatible, indeed the surety contract here contained a provision that the assignments therein of a security agreement did not abrogate the surety’s right to protect itself under other theories.”

• Sun First Nat. Bk., Orlando v. Miller, 397 So. 2d 943 (Fla. Dist. Ct. App. 1981)

  “Sun Bank’s security interest in the two motor vehicles is governed by the provisions of Florida’s Uniform Commercial Code (UCC), Chapter 679, Florida Statutes. Sec. 679.102, Fla. Stat. (1977). Claing’s security agreement with Sun Bank gave the bank an unperfected security interest in the two vehicles which was superior to the rights of future purchasers or judgment creditors.”

  “Sec. 679.301(1)(b), Fla. Stat. (1977).”

  “Although the UCC contains provisions concerning the rights of lien creditors, section 679.102(2) says that Chapter 679 (Uniform Commercial Code — Secured Transactions) “does not apply to statutory liens except as provided in s. 679.310.””

  “Sec. 679.301, Fla. Stat. (1977).”

• Warren Finance v. Barnett Bank, 552 So. 2d 194 (Fla. 1989)

  “In order to preserve the cash-like attributes of cashier’s checks, courts which adopt the cash equivalent approach rely upon section 4-303 of the Uniform Commercial Code (UCC) which states, in effect, that, if the bank has already accepted the check, any stop payment order comes too late to terminate the bank’s duty to pay.”

  “Therefore, a bank may not refuse to honor its cashier’s check when presented for payment based either on its own defenses or the defenses of another party to the check.”

  “U.C.C. § 4-303 (1987) provides in part: When Items Subject to Notice, Stop-Order, Legal Process or Setoff; Order in Which Items May Be Charged or Certified. (1) Any knowledge, notice or stop order received by, legal process served upon or setoff exercised by a payor bank, whether or not effective under other rules of law to terminate, suspend or modify the bank’s right or duty to pay an item or to charge its customer’s account for the item, comes too late to so terminate, suspend or modify such right or duty if the knowledge, notice, stop-order or legal process is received or served and a reasonable time for the bank to act thereon expires or the setoff is exercised after the bank has done any of the following: (a) accepted or certified the item; Florida has adopted the provisions of the Uniform Commercial Code by statute in chapters 671-680, Florida Statutes (1987). We will refer to the UCC provisions, however, for clarity and convenience due to the different jurisdictions cited in this opinion.”

  “This is in accord with the purpose of a cashier’s check, that is, to avoid the litigation costs entailed in obtaining payment.”

• Howard & Assocs. Attorneys at Law, P.A. v. BWCI Pension Trs. Ltd., 298 So. 3d 684 (Fla. Dist. Ct. App. 2020)

  “Entitled “Remedies,” Paragraph 5 of the parties’ agreement states that BWCI has “all the rights and remedies of a secured party under the Code;” that paragraph does not explicitly describe the type of relief granted in the order on appeal. The agreement defines “Code” as “the Uniform Commercial Code as from time to time in effect in the State of Florida.””

  “After default, a secured party has the rights provided in this part and, except as provided in section 679.602, those provided by agreement of the parties. A secured party: (a) May reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure; and (b) If the collateral is documents, may proceed either as to the documents or as to the goods they cover.”

  “BWCI has called our attention to no provision of Chapter 679 which would authorize the circuit court’s order.”

• Technical Packaging v. Hanchett, Case No. 2D06-3851 (Fla. Dist. Ct. App. May. 9, 2008)

  “The issue can be summarized as follows: In the underlying lawsuit, Technical alleged and argued that although each of its purchase orders for cellophane was placed orally to UCB, the eventual exchange of documents (a purchase order and an invoice for each transaction) by the parties constituted written contracts.”

  “This view is consistent with Florida law, in particular its adoption of the Uniform Commercial Code. See generally § 672.201, Fla. Stat. (2002); 45 Fla. Jur. 2d Sales and Exchanges of Goods § 31 (2007).”

• Tech. Packaging v. Hanchett, 992 So. 2d 309 (Fla. Dist. Ct. App. 2008)

  “This view is consistent with Florida law, in particular its adoption of the Uniform Commercial Code. See generally § 672.201, Fla. Stat. (2002); 45 Fla. Jur.2d Sales and Exchanges of Goods § 31 (2007).”

  “Haist v. Scarp, 366 So.2d 402, 404 (Fla. 1978) (emphasis added).”

• Palma v. S. Fla. Pulmonary & Critical Care, LLC, 307 So. 3d 860 (Fla. Dist. Ct. App. 2020)

  “The Uniform Commercial Code abrogates “common law rules without requiring unequivocal, explicit reference to the common law in each statutory section that effects a modification.” Burtman v. Tech. Chems. & Prods., Inc., 724 So. 2d 672, 676 (Fla. 4th DCA 1999). Thus, “[c]ourts should be hesitant to improvise new remedies outside the already intricate scheme of Articles 3 and 4.””

  “In that spirit, “[w]hile principles of common law and equity may supplement provisions of the Uniform Commercial Code, they may not be used to supplant its provisions.” 15A Am Jur. 2d Commercial Code § 18 (2020) ; see also § 671.103, Fla. Stat. (“Unless displaced by the particular provisions of this code, the principles of law and equity … shall supplement its provisions.”).”

  “Bank, N.A. v. Bradfords Sec.”

  “Here, the Code, codifying common law surety principles, affirmatively bars SFPCC from obtaining relief from the physicians.”

• Allen v. Coates, 661 So. 2d 879 (Fla. Dist. Ct. App. 1995)

  “The use of corporate stock as collateral is governed by a combination of Article 8 and Article 9 of the Code; codified in Florida Statutes as Chapters 678 and 679, respectively. The first issue to be resolved is whether the Uniform Commercial Code applies to the capital stock of a closely-held corporation, such as AEC.”

  “Section 678.321, Florida Statutes, governs the creation, perfection and termination of security interests in securities. Subsection 678.321(3), in turn, provides that, subject to two exceptions not applicable here, “[a] security interest in a security is subject to the provisions of Chapter 679. . . .” This cross reference is consistent with the purpose of Chapter 679, which is to apply to “any transaction (regardless of its form) which is intended to create a security interest in personal property or fixtures including goods, documents, instruments, general intangibles, chattel paper, or accounts; . . . [and] to security interests created by contract. . . .” § 679.102(1)(a) and (2), Fla. Stat. (1993).”

• Suntogs of Miami, Inc. v. Burroughs, 433 So. 2d 581 (Fla. Dist. Ct. App. 1983)

  “The sale of a computer is a transaction in goods and thus is governed by the Uniform Commercial Code. § 672.102, Fla. Stat. (1975). The Code provides: “[W]hen 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 shall govern their rights and duties.” § 671.105(1), Fla. Stat. (1975). This section is a codification of the choice-of-law principle known as “party autonomy.” E. Scoles and P. Hay, Conflict of Laws §§ 18.1-.12 (1982). Florida’s non-Uniform-Commercial-Code case law is in accord with this principle as well as the “reasonable relation” test used to determine its applicability.”

• S.E.C. v. Elliott, 620 So. 2d 159 (Fla. 1993)

  “The Eleventh Circuit certified the question: Does a Florida tax certificate represent an interest in land for purposes of the Florida Uniform Commercial Code, so that Article 9 does not govern the creation of a security interest therein by virtue of § 679.104(10)[, Florida Statutes (1991)?] Id. at 1560. We answer the question in the affirmative.”

  “Three statutes lead us to the conclusion that the legislature intended to exclude tax certificates from the operation of article 9 of Florida’s Uniform Commercial Code (UCC).”

  “Because section 197.102(3) clearly defines a tax certificate as a first lien on real property, the plain language of sections 679.104(10) and 679.102(2) expressly excludes tax certificates (a lien on real property and a statutory lien) from the chapter governing secured transactions.”

  “Appellee’s attempt to bring tax certificates under the purview of Florida’s article 9 of the UCC, thereby requiring filing to perfect one’s interest, must fail.”

• McCormick Machinery v. Johnson Sons, 523 So. 2d 651 (Fla. Dist. Ct. App. 1988)

  “McCormick’s argument on appeal focuses upon its contentions that the transaction was a “no-warranty” sale and, in addition, that the evidence was insufficient to establish that the bulldozer was in such defective condition when purchased as to justify Johnson’s revocation of acceptance under the Uniform Commercial Code, section 672.608, Florida Statutes. In its final judgment, the trial court specifically found that the sale was a “no-warranty” transaction, but nevertheless found that the evidence concerning the defective condition of the bulldozer was sufficient to authorize revocation.”

  “We conclude that Johnson is correct on the issue raised by its cross-appeal, and we determine that the disclaimer of warranties relied upon by McCormick and the trial court was insufficient to disclaim the implied warranty of “merchantability,” under the Uniform Commercial Code, section 672.314, Florida Statutes (1985).”

  “While we agree with the trial court’s ruling that the disclaimer was “conspicuous” and part of the bargain between the parties, we disagree with the finding that it was effective under provisions of the Code. In addition to the express terms of a contract for the sale of goods by a merchant, the law imposes a contractual term promising quality; i.e., the goods must be merchantable. § 672.314(1), Fla. Stat. (1985).”

• Favors v. Firestone Tire Rubber Co., 309 So. 2d 69 (Fla. Dist. Ct. App. 1975)

  “Appellee Ford contends that Florida cases on implied warranty prior to adoption of the omnibus Uniform Commercial Code which became effective January 1, 1967, are no longer relevant since the Uniform Commercial Code pre-empted this area where applicable. We disagree with this contention and approve the view expressed in the case of Ford Motor Co. v. Pittman, 227 So.2d 246 (Fla.App. 1969), that the implied warranty doctrine developed in Florida prior to adoption of the Uniform Commercial Code is still viable.”

  “Count three against Sunrise claims damages for violation of the Uniform Commercial Code warranty section (§ 672.2-314, Florida Statutes 1967).”

  “The delivery of the 1968 Ford truck to plaintiffs’ employer for the purpose of having the tires changed was not a sale but a bailment for mutual benefit.”

  “The warranty sought to be invoked in count five is a contractual warranty of merchantability of goods which in the language of the statute is implied in a contract for their sale.”

• Paul Gottlieb & Co. v. ALPS South Corp., 985 So. 2d 1 (Fla. Dist. Ct. App. 2008)

  “The transactions of this type involved here are governed by section 2-207 of the U.C.C., codified in section 672.207, Florida Statutes (2000). Here, Gottlieb first contends that the trial court erred by failing to enforce the limitation of liabilities clause found on the back of its finished goods contract.”

  “While such an acceptance ordinarily would not meet the strict requirements of the common law mirror image rule, the U.C.C. provides a more flexible approach.”

  “Between merchants, the terms become part of the contract unless they fall into an exception. § 672.207(2). Within the context of section 672.207(2), the parties do not dispute that they are merchants, that Gottlieb’s offer did not expressly limit acceptance to its terms, and that Alps did not object to the additional terms within a reasonable amount of time.”

• General Matters v. Paramount Canning, 382 So. 2d 1262 (Fla. Dist. Ct. App. 1980)

  “Paramount cross-appeals and argues that because neither Country Club nor York gave notice of the alleged breach until after destruction of the goods, York is barred from any remedy under Section 672.607(3)(a), Florida Statutes (1979) (U.C.C. § 2-607[3][a] [1972 version]).”

  “Section 672.607(3)(a), Florida Statutes (1979), provides that “[t]he buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy.””

  “Eastern Airlines, Inc. v. McDonnell Douglas Corp., 532 F.2d 957 (5th Cir. 1976); see Dunham-Bush, Inc. v. Thermo-Air Service, Inc., 351 So.2d 351 (Fla. 4th DCA 1977); Redman Industries v. Binkey, 49 Ala.”

  “Section 672.515, Florida Statutes (1979) (U.C.C. § 2-515 [1972 version]), which codifies the inspection rationale, provides that either party may inspect, test and sample the goods including those in the possession or control of the other for the purpose of ascertaining the facts and preserving the evidence.”

  “We find York’s argument unpersuasive.”

• Rodriguez v. Wells Fargo Bank, N.A., 178 So. 3d 62 (Fla. Dist. Ct. App. 2015)

  “As discussed in more detail shortly, the core elements, established by Florida’s Uniform Commercial Code (the Florida UCC), are (1) to whom is the note payable and (2) who has possession of the note on the date suit is filed.”

  “The person or entity entitled to enforce the note is the person or entity to whom payment on the note is due. § 673.6021(1), Fla. Stat. (2010) (“[A]n instrument is paid to the extent payment is made by or on behalf of a party obliged to pay the instrument and to a person entitled to enforce the instrument.”). Under the Florida UCC, the person or entity entitled to enforce the note (that is, receive payment on the note) must be either: (1) the holder of the note; (2) a nonholder in possession of the note who has the rights of a holder; or (3) a person or entity who is not in possession of the note because the note has been lost or was mistakenly surrendered or canceled as paid, but who has the status of a holder. § 673.3011, Fla. Stat. (2010). As can be seen from the statutory requirements, the person or entity entitled to enforce the note must have the rights of a holder.”

  “The Florida UCC defines a “holder” to be “[t]he person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession.” § 671.201(21)(a), Fla. Stat. (2010) (emphasis added).”

• Corfan Banco Asuncion v. Ocean Bank, 715 So. 2d 967 (Fla. Dist. Ct. App. 1998)

  “Corfan Bank proceeded on two claims, one based on the section 670.207, Florida Statutes (1995), which codifies as Florida law section 4A-207 of the Uniform Commercial Code (UCC), and one based on common law negligence.”

  “We begin with a review of the exact language of section 670.207(1), Florida Statutes: (1) Subject to subsection (2), if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur. Corfan Bank argues that this language is clear and unambiguous, where a name or bank account number, or other identification refers either to a nonexistent or unidentified person or a nonexistent account, the order cannot be accepted.”

  “St. Petersburg Bank Trust Co. v. Hamm, 414 So.2d 1071, 1073 (Fla. 1982).”

  “Under the clear and unambiguous terms of the statute, acceptance of the order could not have occurred.”

• Sepe v. City of Safety Harbor, 761 So. 2d 1182 (Fla. Dist. Ct. App. 2000)

  “For example, this obligation exists in any agreement governed by the Uniform Commercial Code and cannot be disclaimed in such an agreement. See § 671.203, Fla. Stat. (1999).”

  “Section 671.102(3), Florida Statutes (1999) (Uniform Commercial Code: General Provisions), provides: 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.”

  “As a result, the force of this obligation varies with the context in which it arises. The UCC, for example, while prohibiting a disclaimer of the obligation, permits the parties by agreement to “determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.” § 671.102(3).”

• Sun Bank, N.A. v. Parkland Design, 466 So. 2d 1089 (Fla. Dist. Ct. App. 1985)

  “Ruling that the earned real estate commissions were not “accounts” controlled by Article 9 of Florida’s Uniform Commercial Code (UCC), Chapter 679, Florida Statutes (1983), the trial court resolved this conflict on the basis of the common law rule found in Oper v. Air Control Products, Inc. of Miami, 174 So.2d 561 (Fla. 3rd DCA 1965), that “first in time as to notice to the debtor should prevail.” We reverse because we think the UCC applies to this transaction, and its application produces the opposite result. Notice to the account debtor (Sutton) is relevant under Article 9 of the Uniform Commercial Code (UCC), Chapter 679, Florida Statutes (1983), if the question is whether the debtor can safely pay the assignor, or whether he must pay the assignee.”

  “The nature of the intangible in controversy in this case meets the UCC’s definition of an “account” in all respects. “Account” means any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper whether or not it has been earned by performance.” § 679.106, Fla. Stat. (1983).”

• Element Fin. Corp. v. Marcinkoski Gradall, Inc., 215 So. 3d 1252 (Fla. Dist. Ct. App. 2017)

  “The court first concluded that a guarantor is a debtor pursuant to section 679.3161(1)(b), Florida Statutes (2014), and therefore, that Element was required to perfect its lien in Florida within four months of the guarantor moving to this state. Next, the court concluded that the appellees were buyers in the ordinary course of business and, pursuant to the Uniform Commercial Code, section 679.320(1), Florida Statutes (2014), entitled to title free of the pre-existing security interest.”

  “First, a guarantor is not a debtor within section 679.3161(1)(b).”

  “See § 679.3161(1)(c), Fla. Stat. (2014). Second, section 679.320(1) allows a buyer to take goods purchased in the ordinary course of business free of a security interest “created by the buyer’s seller .” § 679.320(1), Fla. Stat. (2014) (emphasis added).”

• Littman v. Commercial Bank Trust, 425 So. 2d 636 (Fla. Dist. Ct. App. 1983)

  “Commercial Bank held a security interest on the fork lift under the Uniform Commercial Code (UCC) pursuant to an agreement with the debtor.”

  “The first issue appellants raise is that the court below erred in entering summary judgment predicated on alleged violations of Chapter 818, Florida Statutes (1979), as section 818.01, which declares it a misdemeanor to dispose of property subject to a lien without consent of the vendor, directly conflicts with and has been impliedly repealed by section 679.311, Florida Statutes (1979) of the Uniform Commercial Code, which allows for transfer of a debtor’s rights in collateral notwithstanding a prohibition in the security agreement.”

  “Turning then, to the issues raised, we find that a resolution of appellants’ first contention involves construction and application of provisions of the UCC and other Florida Statutes.”

  “Earthmovers, Inc. v. Clarence L. Boyd Co., Inc., 554 P.2d 877 (Okla.Ct.App. 1976); see First National Commerce and Finance Co. v. Indiana National Bank, 360 So.2d 791 (Fla.3d DCA 1978); Altec Lansing v. Friedman Sound, Inc., 204 So.2d 740 (Fla.3d DCA 1967); accord American Heritage Bank Trust Co. v. O. E., Inc., 40 Colo. App. 306, 576 P.2d 566 (Colo.Ct.App. 1978); Filker v. Honda Motor Co., Ltd., 87 Ill.”

  “Additionally, both section 818.01 and 818.03 were amended following adoption of the UCC and after the unpublished Attorney General Opinion upon which appellants rely, demonstrating that the legislature found no conflict between the provisions.”

• Wells Fargo Bank, N.A. v. Morcom, Case No. 5D11-4089 (Fla. Dist. Ct. App. Oct. 11, 2013)

  “Because the Florida Uniform Commercial Code (“Florida UCC”) and our previous decision in Deutsche Bank National Trust Co. v. Lippi, 78 So. 3d 81 (Fla. 5th DCA 2012), require a party seeking foreclosure to be the holder of the note, we reverse.”

  “The Florida UCC and recent cases from this court stand for the proposition that a plaintiff has standing to bring a foreclosure action if the plaintiff is the holder of a promissory note, endorsed in blank, secured by a mortgage.”

  “The holder of the instrument;(2)”

  “A person not in possession of the instrument who is entitled to enforce the instrument pursuant to s. 673.3091 or 673.4181(4).A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument. § 673.3011, Fla. Stat. (2010).”

  “The Lippi court held, where the note was endorsed in blank, meaning it was “payable to the bearer and could be transferred simply by possession,” Deutsche Bank’s standing was established because it was the note holder, regardless of any recorded assignments.”

• Rose v. ADT Security Services, Inc., 989 So. 2d 1244 (Fla. Dist. Ct. App. 2008)

  “Accordingly, we apply the Florida Uniform Commercial Code (“UCC”). It is clear under Florida law that “[t]he [UCC] contemplates that a seller may disclaim warranties as long as the buyer reasonably understands this is being done.” Knipp v. Weinbaum, 351 So.2d 1081, 1084-85 (Fla. 3d DCA 1977). Section 672.316(2), Florida Statutes (1999), instructs that, “to exclude or modify the implied warranty of merchantability or any part of it, the language must mention merchantability and in case of a writing must be conspicuous; and to exclude or modify any implied warranty of fitness, the exclusion must be by a writing and conspicuous.” The disclaimer in the agreement before us fully complies with the law governing warranty disclaimers.”

• Matter of Standard Jury Instr, 435 So. 2d 782 (Fla. 1983)

  “There are many open questions concerning the meaning and application in Florida personal injury litigation of certain U.C.C. provisions. Compare Schuessler v. Coca-Cola Bottling Company of Miami, 279 So.2d 901 (Fla. 4th DCA 1973), with Ford Motor Co. v. Pittman, 227 So.2d 246 (Fla. 1st DCA 1969), cert. denied, 237 So.2d 177 (Fla. 1970). Accordingly, the committee has not undertaken to express U.C.C. concepts, as such, in these jury charges. A U.C.C. provision which is held to be applicable may be read or appropriately paraphrased for the jury. In order to avoid undue emphasis, the committee recommends that the provision read or paraphrased not be identified as a statute. 5. Contributory negligence.”

• Weimar v. Yacht Club Point Estates, 223 So. 2d 100 (Fla. Dist. Ct. App. 1969)

  “The Florida Legislature has seen fit to adopt the Uniform Commercial Code.”

Statutes:

• Section 671.102 – Purposes; rules of construction; variation by agreement, Fla. Stat. § 671.102

  This statute is directly relevant to the research request, as it sets forth the purposes and rules of construction for the Uniform Commercial Code in Florida. It also discusses how the code can be varied by agreement between the parties. However, the search result does not provide any case law interpreting this statute, which would have been helpful for assessing its application in practice.

  “(1) This code shall be liberally construed and applied to promote its underlying purposes and policies, which 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. (2) (a) Except as otherwise provided in this code, the effect of provisions of this code may be varied by agreement. (b) 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. Whenever this code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement. (c)”

  “In this code, unless the context otherwise requires: (a) Words in the singular include the plural, and words in the plural include the singular. (b) Words of either gender also refer to the other gender.”

• Section 671.101 – Short title; scope of chapter, Fla. Stat. § 671.101

  This statute is relevant to the research request because it defines the scope of the Uniform Commercial Code in Florida, specifically noting that Chapters 670-680 may be cited as the “Uniform Commercial Code” and that Chapter 671 applies to transactions governed by other chapters of the code.

  “(1) Chapters 670-680 may be cited as the “Uniform Commercial Code.” (2) This chapter applies to a transaction to the extent that it is governed by another chapter of this code and may be cited as the “Uniform Commercial Code-General Provisions.””

• Section 671.201 – General definitions, Fla. Stat. § 671.201

  “(33) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property. (34) “Purchaser” means a person who takes by purchase. (35) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (36) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal. (37) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate. (38) “Right” includes “remedy.” (39) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to chapter 679. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under s. 672.401, 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 under s. 672.401, is limited in effect to a reservation of a security interest.”

• Section 328.14 – Rights of purchaser other than secured party, Fla. Stat. § 328.14

  “(1) A buyer in ordinary course of business has the protections afforded by ss. 672.403(2) and 679.320(1) even if an existing certificate of title was not signed and delivered to the buyer or a new certificate listing the buyer as owner of record was not created. (2) Except as otherwise provided in ss. 328.145 and 328.22, the rights of a purchaser of a vessel who is not a buyer in ordinary course of business or a lien creditor are governed by the Uniform Commercial Code. Fla. Stat. § 328.14 Added by 2019 Fla. Laws, ch. 76, s 17, eff. 7/1/2023.”

Analyses:

• Florida Supreme Court: No Safe Harbor for UCC Errors

  This analysis discusses a recent Florida Supreme Court case that interprets two sections of the Florida Uniform Commercial Code, specifically addressing the consequences of errors in a debtor’s name on a financing statement. However, the analysis is not a legal authority and only has persuasive value.

  “On August 25, 2022, the Florida Supreme Court issued an opinion in 1944 Beach Boulevard, LLC v. Live Oak Banking Company, No. SC21-1717 holding that Article 9 of the Florida Uniform Commercial Code (the UCC) is unforgiving with respect to any error in the debtor’s name contained in a UCC-1 financing statement filed with the Florida Secured Transaction Registry (the Registry). In Florida, perfection of a security interest in personal property occurs when a sufficient UCC-1 financing statement (a UCC-1) is filed with the Registry.”

  “To be deemed sufficient to perfect a security interest in personal property, a UCC-1 must contain the name of the debtor, the name of the secured party, and description of the collateral. (Fla. Stat. § 679.5021(1)). It can be effective “even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.” (Fla. Stat. § 679.5061(1)).”

  “Specifically, if a search using a debtor’s correct name in a UCC filing office using that office’s “standard search logic, if any,” would disclose the existence of the financing statement containing the error, the error in the name does not make that financing statement seriously misleading. (Fla. Stat. § 679.5061).”

• A Rose by Any Other Name Might Get Your Lien Stripped Under Florida Law

  This analysis is relevant to the research request because it discusses a recent Eleventh Circuit case that interprets the application of the Uniform Commercial Code in Florida, specifically Article 9. It also references several relevant Florida statutes. However, as an analysis written by another lawyer, it is not a legal authority and only has persuasive value.

  “Florida’s UCC statute, like the model version of Article 9, requires just three elements for a typical non-fixture financing statement. A financing statement is sufficient only if it: (a) provides the name of the debtor; (b) provides the name of the secured party or a representative of the secured party; and (c) indicates the collateral covered by the financing statement. Fla. Stat. § 679.5021(1).”

  “Fla. State. § 679.5031(1)(a).”

  “Fla. Stat. § 679.5061. Misleading? Seriously?”