Controllable Electronic Records
Section § 12101
This law section establishes that the division can be referred to as the 'Uniform Commercial Code—Controllable Electronic Records.'
Section § 12102
This section defines key terms used in the division relating to electronic records. A "controllable electronic record" is an electronic record that can be controlled under Section 12105, but excludes things like payment intangibles and electronic money. A "qualifying purchaser" is someone who buys a controllable electronic record for value, acting in good faith without knowing about any claim to the record. "Transferable record" has its meaning specified under federal or state law. "Value" is defined similarly to how it's used in financial instruments, but applied to controllable accounts and records. The section also mentions that further definitions from Division 9 and general principles from Division 1 apply here.
Section § 12103
This law section explains that if there is a disagreement between Division 9 and this division, Division 9 takes priority. Any transaction covered by this division must also comply with existing laws specific to consumers, including laws about loan rates, credit agreements, and consumer protection rules. Basically, consumer laws and regulations still apply to transactions under this division, even when this division has its own rules.
Section § 12104
This law explains the rules for acquiring rights in a controllable account or payment intangible, which are connected to controllable electronic records. To be a 'qualifying purchaser,' one must control the electronic record that proves the account or intangible exists. Generally, the law outside this division decides what rights a person gains when acquiring a controllable electronic record. Purchasers typically receive all transferable rights, unless they buy a limited interest, in which case they gain rights accordingly. 'Qualifying purchasers' obtain their rights free from competing property claims in the record. However, they still might face claims related to payments, performance rights, or other property interests evidenced by the electronic record, with specific exceptions. Additionally, you can't start legal action against a qualifying purchaser involving disputes over similar electronic records, and filing a financing statement doesn't signal a property claim on such electronic records.
Section § 12105
This law section explains what it means for a person to have control over a controllable electronic record, like a digital document. To have control, a person must be able to use the record's benefits and stop others from doing so, as well as transfer that control to someone else. It's also important that the person can be easily identified as having these powers, using things like a name or cryptographic key.
The law allows for exclusive control even if there are limits programmed into the electronic record or if control is shared with someone else. However, it details situations where control would not be exclusive, such as when the person needs someone else's actions to exercise control. If someone else is involved in having control, they must acknowledge it on behalf of the person with the true control.
Section § 12106
This law deals with how an account debtor, someone who owes money, can properly pay off their debt when it involves a controllable account or payment intangible, which are types of digital financial obligations backed by electronic records. The debtor can discharge their obligation by paying the person currently holding control of the electronic record or the former controller under certain conditions. However, if they receive a valid notification saying control has transferred to someone else, they must pay the new holder. This notification must identify the obligation, acknowledge the transfer, identify the new holder, and explain how to make the payment. If the debtor receives such a notice, they can no longer pay the former controller.
If the notification does not comply with agreed terms or the debtor's contract with the original seller, the notice is ineffective, and the debtor may continue paying the former controller. The law also stipulates that the debtor’s rights regarding notice and confirmation of control transfer cannot be waived. Importantly, this section is subject to other laws if the debtor’s obligation is primarily for personal or household needs.
Section § 12107
This law determines which local law applies to matters involving controllable electronic records, which are essentially digital records that are legally controllable. Typically, the law of the place specified as the record's jurisdiction applies, unless parties agree differently. It outlines methods for identifying a record's jurisdiction, giving priority to explicit designations within the record or system rules. If none of these methods apply, the default jurisdiction is the District of Columbia. Additionally, the law applies irrespective of the connection of the matter to the designated jurisdiction. It also determines that the rights acquired under specific sections are governed by the prevailing law at the time of purchase.