Change 1 Article Choose an article 34.1-1-101. Short titles. 34.1-1-102. Scope of article. 34.1-1-103. Construction of this act to promote its 34.1-1-104. Construction against implied repeal. 34.1-1-105. Severability. 34.1-1-106. Use of singular and plural; gender. 34.1-1-107. Section captions. 34.1-1-108. Relation to electronic signatures in global and national commerce act. 34.1-1-109. Repealed and Recreated by Laws 2015, ch. 124, § 1. 34.1-1-201. General definitions. 34.1-1-202. Notice; knowledge. 34.1-1-203. Lease distinguished from security interest. 34.1-1-204. Value. 34.1-1-205. Reasonable time; seasonableness. 34.1-1-206. Presumptions. 34.1-1-207. Repealed and Recreated by Laws 2015, ch. 124, § 1. 34.1-1-208. Repealed and Recreated by Laws 2015, ch. 124, § 1. 34.1-1-209. Repealed and Recreated by Laws 2015, ch. 124, § 1. 34.1-1-210. Applicability of other sections. 34.1-1-301. Territorial applicability; parties' power to choose applicable law. 34.1-1-302. Variation by agreement. 34.1-1-303. Course of performance; course of dealing; usage of trade. 34.1-1-304. Obligation of good faith. 34.1-1-305. Remedies to be liberally administered. 34.1-1-306. Waiver or renunciation of claim or right after breach. 34.1-1-307. Prima facie evidence by third-party documents. 34.1-1-308. Performance or acceptance under reservation of rights. 34.1-1-309. Option to accelerate at will. 34.1-1-310. Subordinated obligations. 34.1-2-101. Short title. 34.1-2-102. Scope; certain security and other transactions excluded from this article. 34.1-2-103. Definitions and index of definitions. 34.1-2-104. Definitions: "Merchant"; "between merchants"; "financing agency". 34.1-2-105. Definitions: Transferability; "goods"; "future" goods; "lot"; "commercial unit". 34.1-2-106. Definitions: "Contract"; "agreement"; 34.1-2-107. Goods to be severed from realty; recording. 34.1-2-201. Formal requirements; statute of frauds. 34.1-2-202. Final written expression; parol or extrinsic evidence. 34.1-2-203. Seals inoperative. 34.1-2-204. Formation in general. 34.1-2-205. Firm offers. 34.1-2-206. Offer and acceptance in formation of contract. 34.1-2-207. Additional terms in acceptance or confirmation. 34.1-2-208. Repealed by Laws 2015, ch. 124, § 3. 34.1-2-209. Modification, rescission and waiver. 34.1-2-210. Delegation of performance; assignment of rights. 34.1-2-301. General obligations of parties. 34.1-2-302. Unconscionable contract or clause. 34.1-2-303. Allocation or division of risks. 34.1-2-304. Price payable in money, goods, realty, or otherwise. 34.1-2-305. Open price term. 34.1-2-306. Output, requirements and exclusive dealings. 34.1-2-307. Delivery in single lot or several lots. 34.1-2-308. Absence of specified place for delivery. 34.1-2-309. Absence of specific time provisions; notice of termination. 34.1-2-310. Open time for payment or running of credit; authority to ship under reservation. 34.1-2-311. Options and cooperation respecting performance. 34.1-2-312. Warranty of title and against infringement; buyer's obligation against infringement. 34.1-2-313. Express warranties by affirmation, promise, description, sample. 34.1-2-314. Implied warranty; merchantability; usage of trade. 34.1-2-315. Implied warranty; fitness for particular purpose. 34.1-2-316. Exclusion or modification of warranties. 34.1-2-317. Cumulation and conflict of warranties express or implied. 34.1-2-318. Third party beneficiaries of warranties express or implied. 34.1-2-319. F.O.B. and F.A.S. terms. 34.1-2-320. C.I.F. and C. & F. terms. 34.1-2-321. C.I.F. or C. & F.; "net landed weights"; "payment on arrival"; warranty of condition on arrival. 34.1-2-322. Delivery "ex-ship". 34.1-2-323. Form of bill of lading required in overseas shipment; "overseas". 34.1-2-324. "No arrival, no sale" term. 34.1-2-325. "Letter of credit" term; "confirmed credit". 34.1-2-326. Sale on approval and sale or return; consignment sales and rights of creditors. 34.1-2-327. Special incidents of sale on approval and sale or return. 34.1-2-328. Sale by auction. 34.1-2-401. Passing of title; reservation for security; limited application of this section. 34.1-2-402. Rights of seller's creditors against sold goods. 34.1-2-403. Power to transfer; good faith purchase of goods; "entrusting". 34.1-2-501. Insurable interest in goods; manner of identification of goods. 34.1-2-502. Buyer's right to goods on seller's repudiation, failure to deliver or insolvency. 34.1-2-503. Manner of seller's tender of delivery. 34.1-2-504. Shipment by seller. 34.1-2-505. Seller's shipment under reservation. 34.1-2-506. Rights of financing agency. 34.1-2-507. Effect of seller's tender; delivery on condition. 34.1-2-508. Cure by seller of improper tender or delivery; replacement. 34.1-2-509. Risk of loss in the absence of breach. 34.1-2-510. Effect of breach on risk of loss. 34.1-2-511. Tender of payment by buyer; payment by check. 34.1-2-512. Payment by buyer before inspection. 34.1-2-513. Buyer's right to inspection of goods. 34.1-2-514. When documents deliverable on acceptance; when on payment. 34.1-2-515. Preserving evidence of goods in dispute. 34.1-2-601. Buyer's rights on improper delivery. 34.1-2-602. Manner and effect of rightful rejection. 34.1-2-603. Merchant buyer's duties as to rightfully rejected goods. 34.1-2-604. Buyer's options as to salvage of rightfully rejected goods. 34.1-2-605. Waiver of buyer's objections by failure to particularize. 34.1-2-606. What constitutes acceptance of goods. 34.1-2-607. Effect of acceptance; notice of breach; burden 34.1-2-608. Revocation of acceptance in whole or in part. 34.1-2-609. Right to adequate assurance of performance. 34.1-2-610. Anticipatory repudiation. 34.1-2-611. Retraction of anticipatory repudiation. 34.1-2-612. "Installment contract"; breach. 34.1-2-613. Casualty to identified goods. 34.1-2-614. Substituted performance. 34.1-2-615. Excuse by failure of presupposed conditions. 34.1-2-616. Procedure on notice claiming excuse. 34.1-2-701. Remedies for breach of collateral contracts not impaired. 34.1-2-702. Seller's remedies on discovery of buyer's insolvency. 34.1-2-703. Seller's remedies in general. 34.1-2-704. Seller's right to identify goods to the 34.1-2-705. Seller's stoppage of delivery in transit or otherwise. 34.1-2-706. Seller's resale including contract for resale. 34.1-2-707. "Person in the position of a seller". 34.1-2-708. Seller's damages for nonacceptance or repudiation. 34.1-2-709. Action for the price. 34.1-2-710. Seller's incidental damages. 34.1-2-711. Buyer's remedies in general; buyer's security interest in rejected goods. 34.1-2-712. "Cover"; buyer's procurement of substitute goods. 34.1-2-713. Buyer's damages for nondelivery or repudiation. 34.1-2-714. Buyer's damages for breach in regard to accepted goods. 34.1-2-715. Buyer's incidental and consequential damages. 34.1-2-716. Buyer's right to specific performance or replevin. 34.1-2-717. Deduction of damages from the price. 34.1-2-718. Liquidation or limitation of damages; deposits. 34.1-2-719. Contractual modification or limitations of remedy. 34.1-2-720. Effect of "cancellation" or "rescission" on claims for antecedent breach. 34.1-2-721. Remedies for fraud. 34.1-2-722. Who can sue third parties for injury to goods. 34.1-2-723. Proof of market price: Time and place. 34.1-2-724. Admissibility of market quotations. 34.1-2-725. Statute of limitations in contracts for sale. 34.1-2.A-101. Short title. 34.1-2.A-102. Scope. 34.1-2.A-103. Definitions and index of definitions. 34.1-2.A-104. Leases subject to other law. 34.1-2.A-105. Territorial application of article to goods covered by certificate of title. 34.1-2.A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum. 34.1-2.A-107. Waiver or renunciation of claim or right after default. 34.1-2.A-108. Unconscionability. 34.1-2.A-109. Option to accelerate at will. 34.1-2.A-201. Statute of frauds. 34.1-2.A-202. Final written expression: parol or extrinsic evidence. 34.1-2.A-203. Seals inoperative. 34.1-2.A-204. Formation in general. 34.1-2.A-205. Firm offers. 34.1-2.A-206. Offer and acceptance in formation of lease contract. 34.1-2.A-207. Repealed by Laws 2015, ch. 124, § 3. 34.1-2.A-208. Modification, rescission and waiver. 34.1-2.A-209. Lessee under finance lease as beneficiary of supply contract. 34.1-2.A-210. Express warranties. 34.1-2.A-211. Warranties against interference and against infringement; lessee's obligation against infringement. 34.1-2.A-212. Implied warranty of merchantability. 34.1-2.A-213. Implied warranty of fitness for particular purpose. 34.1-2.A-214. Exclusion or modification of warranties. 34.1-2.A-215. Cumulation and conflict of warranties express or implied. 34.1-2.A-216. Third-party beneficiaries of express and implied warranties. 34.1-2.A-217. Identification. 34.1-2.A-218. Insurance and proceeds. 34.1-2.A-219. Risk of loss. 34.1-2.A-220. Effect of default on risk of loss. 34.1-2.A-221. Casualty to identified goods. 34.1-2.A-301. Enforceability of lease contract. 34.1-2.A-302. Title to and possession of goods. 34.1-2.A-303. Alienability of party's interest under lease 34.1-2.A-304. Subsequent lease of goods by lessor. 34.1-2.A-305. Sale or sublease of goods by lessee. 34.1-2.A-306. Priority of certain liens arising by operation of law. 34.1-2.A-307. Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. 34.1-2.A-308. Special rights of creditors. 34.1-2.A-309. Lessor's and lessee's rights when goods become fixtures. 34.1-2.A-310. Lessor's and lessee's rights when goods become accessions. 34.1-2.A-311. Priority subject to subordination. 34.1-2.A-401. Insecurity: adequate assurance of performance. 34.1-2.A-402. Anticipatory repudiation. 34.1-2.A-403. Retraction of anticipatory repudiation. 34.1-2.A-404. Substituted performance. 34.1-2.A-405. Excused performance. 34.1-2.A-406. Procedure on excused performance. 34.1-2.A-407. Irrevocable promises: finance leases. 34.1-2.A-501. Default: procedure. 34.1-2.A-502. Notice after default. 34.1-2.A-503. Modification or impairment of rights and remedies. 34.1-2.A-504. Liquidation of damages. 34.1-2.A-505. Cancellation and termination and effect of 34.1-2.A-506. Statute of limitations. 34.1-2.A-507. Proof of market rent: time and place. 34.1-2.A-508. Lessee's remedies. 34.1-2.A-509. Lessee's rights on improper delivery; rightful rejection. 34.1-2.A-510. Installment lease contracts: rejection and default. 34.1-2.A-511. Merchant lessee's duties as to rightfully rejected goods. 34.1-2.A-512. Lessee's duties as to rightfully rejected goods. 34.1-2.A-513. Cure by lessor of improper tender or delivery; replacement. 34.1-2.A-514. Waiver of lessee's objections. 34.1-2.A-515. Acceptance of goods. 34.1-2.A-516. Effect of acceptance of goods; notice of 34.1-2.A-517. Revocation of acceptance of goods. 34.1-2.A-518. Cover; substitute goods. 34.1-2.A-519. Lessee's damages for non-delivery, 34.1-2.A-520. Lessee's incidental and consequential damages. 34.1-2.A-521. Lessee's right to specific performance or replevin. 34.1-2.A-522. Lessee's right to goods on lessor's insolvency. 34.1-2.A-523. Lessor's remedies. 34.1-2.A-524. Lessor's right to identify goods to lease contract. 34.1-2.A-525. Lessor's right to possession of goods. 34.1-2.A-526. Lessor's stoppage of delivery in transit or otherwise. 34.1-2.A-527. Lessor's rights to dispose of goods. 34.1-2.A-528. Lessor's damages for non-acceptance, failure to pay, repudiation, or other default. 34.1-2.A-529. Lessor's action for the rent. 34.1-2.A-530. Lessor's incidental damages. 34.1-2.A-531. Standing to sue third parties for injury to goods. 34.1-2.A-532. Lessor's rights to residual interest. 34.1-3-101. Short title. 34.1-3-102. Subject matter. 34.1-3-103. Definitions. 34.1-3-104. Negotiable instrument. 34.1-3-105. Issue of instrument. 34.1-3-106. Unconditional promise or order. 34.1-3-107. Instrument payable in foreign money. 34.1-3-108. Payable on demand or at definite time. 34.1-3-109. Payable to bearer or to order. 34.1-3-110. Identification of person to whom instrument is payable. 34.1-3-111. Place of payment. 34.1-3-112. Interest. 34.1-3-113. Date of instrument. 34.1-3-114. Contradictory terms of instrument. 34.1-3-115. Incomplete instrument. 34.1-3-116. Joint and several liability; contribution. 34.1-3-117. Other agreements affecting instrument. 34.1-3-118. Statute of limitations. 34.1-3-119. Notice of right to defend action. 34.1-3-201. Negotiation. 34.1-3-202. Negotiation subject to rescission. 34.1-3-203. Transfer of instrument; rights acquired by transfer. 34.1-3-204. Indorsement. 34.1-3-205. Special indorsement; blank indorsement; anomalous indorsement. 34.1-3-206. Restrictive indorsement. 34.1-3-207. Reacquisition. 34.1-3-301. Person entitled to enforce instrument. 34.1-3-302. Holder in due course. 34.1-3-303. Value and consideration. 34.1-3-304. Overdue instrument. 34.1-3-305. Defenses and claims in recoupment. 34.1-3-306. Claims to an instrument. 34.1-3-307. Notice of breach of fiduciary duty. 34.1-3-308. Proof of signatures and status as holder in due course. 34.1-3-309. Enforcement of lost, destroyed, or stolen instrument. 34.1-3-310. Effect of instrument on obligation for which taken. 34.1-3-311. Accord and satisfaction by use of instrument. 34.1-3-312. Lost, destroyed or stolen cashier's check, teller's check or certified check. 34.1-3-401. Signature. 34.1-3-402. Signature by representative. 34.1-3-403. Unauthorized signature. 34.1-3-404. Impostors; fictitious payees. 34.1-3-405. Employer's responsibility for fraudulent indorsement by employee. 34.1-3-406. Negligence contributing to forged signature or alteration of instrument. 34.1-3-407. Alteration. 34.1-3-408. Drawee not liable on unaccepted draft. 34.1-3-409. Acceptance of draft; certified check. 34.1-3-410. Acceptance varying draft. 34.1-3-411. Refusal to pay cashier's checks, teller's checks, and certified checks. 34.1-3-412. Obligation of issuer of note or cashier's check. 34.1-3-413. Obligation of acceptor. 34.1-3-414. Obligation of drawer. 34.1-3-415. Obligation of indorser. 34.1-3-416. Transfer warranties. 34.1-3-417. Presentment warranties. 34.1-3-418. Payment or acceptance by mistake. 34.1-3-419. Instruments signed for accommodation. 34.1-3-420. Conversion of instrument. 34.1-3-501. Presentment. 34.1-3-502. Dishonor. 34.1-3-503. Notice of dishonor. 34.1-3-504. Excused presentment and notice of dishonor. 34.1-3-505. Evidence of dishonor. 34.1-3-601. Discharge and effect of discharge. 34.1-3-602. Payment. 34.1-3-603. Tender of payment. 34.1-3-604. Discharge by cancellation or renunciation. 34.1-3-605. Discharge of indorsers and accommodation parties. 34.1-3-701. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-801. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-802. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-803. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-804. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-805. Repealed by Laws 1991, ch. 160, § 4. 34.1-3-901. Deposited instrument. 34.1-3-902. Variation of commercial paper provisions by agreement. 34.1-3-903. Transfer or pledge within a central depository system. 34.1-3-904. Presentment, dishonor, payment, or other activities within a central depository system. 34.1-3-905. Clearing corporation entitled to holder in due course status. 34.1-4-101. Short title. 34.1-4-102. Applicability. 34.1-4-103. Variation by agreement; measure of damages; action constituting ordinary care. 34.1-4-104. Definitions and index of definitions. 34.1-4-105. "Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank". 34.1-4-106. Payable through or payable at bank; collecting bank. 34.1-4-107. Separate office of bank. 34.1-4-108. Time of receipt of items. 34.1-4-109. Delays. 34.1-4-110. Electronic presentment. 34.1-4-111. Statute of limitations. 34.1-4-201. Status of collecting bank as agent and 34.1-4-202. Responsibility for collection or return; when action timely. 34.1-4-203. Effect of instructions. 34.1-4-204. Methods of sending and presenting; sending directly to payor bank. 34.1-4-205. Depositary bank holder of unindorsed item. 34.1-4-206. Transfer between banks. 34.1-4-207. Transfer warranties. 34.1-4-208. Presentment warranties. 34.1-4-209. Encoding and retention warranties. 34.1-4-210. Security interest of collecting bank in items accompanying documents and proceeds. 34.1-4-211. When bank gives value for purposes of holder in due course. 34.1-4-212. Presentment by notice of item not payable by, through, or at a bank; liability of drawer or indorser. 34.1-4-213. Medium and time of settlement by bank. 34.1-4-214. Right of charge-back or refund; liability of collecting bank; return of item. 34.1-4-215. Final payment of item by payor bank; when 34.1-4-216. Insolvency and preference. 34.1-4-301. Deferred posting; recovery of payment by 34.1-4-302. Payor bank's responsibility for late return of item. 34.1-4-303. When items subject to notice, stop-payment 34.1-4-401. When bank may charge customer's account. 34.1-4-402. Bank's liability to customer for wrongful dishonor; time of determining insufficiency of account. 34.1-4-403. Customer's right to stop payment; burden of proof of loss. 34.1-4-404. Bank not obligated to pay check more than six months old. 34.1-4-405. Death or incompetence of customer. 34.1-4-406. Customer's duty to discover and report unauthorized signature or alteration. 34.1-4-407. Payor bank's right to subrogation on improper payment. 34.1-4-501. Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor. 34.1-4-502. Presentment of "on arrival" drafts. 34.1-4-503. Responsibility of presenting bank for 34.1-4-504. Privilege of presenting bank to deal with goods; security interest for expenses. 34.1-4.A-101. Short title. 34.1-4.A-102. Subject matter. 34.1-4.A-103. Payment order-definitions. 34.1-4.A-104. Funds transfer-definitions. 34.1-4.A-105. Other definitions. 34.1-4.A-106. Time payment order is received. 34.1-4.A-107. Federal reserve regulations and operating circulars. 34.1-4.A-108. Exclusion of consumer transactions governed by federal law. 34.1-4.A-201. Security procedure. 34.1-4.A-202. Authorized and verified payment orders. 34.1-4.A-203. Unenforceability of certain verified payment orders. 34.1-4.A-204. Refund of payment and duty of customer to report with respect to unauthorized payment order. 34.1-4.A-205. Erroneous payment orders. 34.1-4.A-206. Transmission of payment order through funds-transfer or other communication system. 34.1-4.A-207. Misdescription of beneficiary. 34.1-4.A-208. Misdescription of intermediary bank or beneficiary's bank. 34.1-4.A-209. Acceptance of payment order. 34.1-4.A-210. Rejection of payment order. 34.1-4.A-211. Cancellation and amendment of payment order. 34.1-4.A-212. Liability and duty of receiving bank regarding unaccepted payment order. 34.1-4.A-301. Execution and execution date. 34.1-4.A-302. Obligations of receiving bank in execution of payment order. 34.1-4.A-303. Erroneous execution of payment order. 34.1-4.A-304. Duty of sender to report erroneously executed payment order. 34.1-4.A-305. Liability for late or improper execution or failure to execute payment order. 34.1-4.A-401. Payment date. 34.1-4.A-402. Obligation of sender to pay receiving bank. 34.1-4.A-403. Payment by sender to receiving bank. 34.1-4.A-404. Obligation of beneficiary's bank to pay and give notice to beneficiary. 34.1-4.A-405. Payment by beneficiary's bank to beneficiary. 34.1-4.A-406. Payment by originator to beneficiary; discharge of underlying obligation. 34.1-4.A-501. Variation by agreement and effect of funds-transfer system rule. 34.1-4.A-502. Creditor process served on receiving bank; setoff by beneficiary's bank. 34.1-4.A-503. Injunction or restraining order with respect to funds transfer. 34.1-4.A-504. Order in which items and payment orders may be charged to account; order of withdrawals from account. 34.1-4.A-505. Preclusion of objection to debit of customer's account. 34.1-4.A-506. Rate of interest. 34.1-4.A-507. Choice of law. 34.1-5-101. Short title. 34.1-5-102. Definitions. 34.1-5-103. Scope. 34.1-5-104. Formal requirements. 34.1-5-105. Consideration. 34.1-5-106. Issuance, amendment, cancellation, and duration. 34.1-5-107. Confirmer, nominated person, and adviser. 34.1-5-108. Issuer's rights and obligations. 34.1-5-109. Fraud and forgery. 34.1-5-110. Warranties. 34.1-5-111. Remedies. 34.1-5-112. Transfer of letter of credit. 34.1-5-113. Transfer by operation of law. 34.1-5-114. Assignment of proceeds. 34.1-5-115. Statute of limitations. 34.1-5-116. Choice of law and forum. 34.1-5-117. Subrogation of issuer, applicant, and nominated person. 34.1-5-118. Security interest of issuer or nominated person. 34.1-6-101. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-102. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-103. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-104. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-105. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-106. Reserved. 34.1-6-107. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-108. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-109. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-110. Repealed by Laws 1991, ch. 177, § 2. 34.1-6-111. Repealed by Laws 1991, ch. 177, § 2. 34.1-7-101. Short title. 34.1-7-102. Definitions and index of definitions. 34.1-7-103. Relation of article to treaty or statute. 34.1-7-104. Negotiable and nonnegotiable documents of title. 34.1-7-105. Reissuance in alternative medium. 34.1-7-106. Control of electronic document of title. 34.1-7-201. Person that may issue a warehouse receipt; storage under bond. 34.1-7-202. Form of warehouse receipt; effect of omission. 34.1-7-203. Liability for nonreceipt or misdescription. 34.1-7-204. Duty of care; contractual limitation of warehouse's liability. 34.1-7-205. Title under warehouse receipt defeated in certain cases. 34.1-7-206. Termination of storage at warehouse's option. 34.1-7-207. Goods must be kept separate; fungible goods. 34.1-7-208. Altered warehouse receipts. 34.1-7-209. Lien of warehouse. 34.1-7-210. Enforcement of warehouse's lien. 34.1-7-301. Liability for nonreceipt or misdescription; 34.1-7-302. Through bills of lading and similar documents of title. 34.1-7-303. Diversion; reconsignment; change of instructions. 34.1-7-304. Tangible bills of lading in a set. 34.1-7-305. Destination bills. 34.1-7-306. Altered bills of lading. 34.1-7-307. Lien of carrier. 34.1-7-308. Enforcement of carrier's lien. 34.1-7-309. Duty of care; contractual limitation of carrier's liability. 34.1-7-401. Irregularities in issue of receipt or bill or conduct of issuer. 34.1-7-402. Duplicate document of title; overissue. 34.1-7-403. Obligation of bailee to deliver; excuse. 34.1-7-404. No liability for good faith delivery pursuant to document of title. 34.1-7-501. Form of negotiation and requirements of due negotiation. 34.1-7-502. Rights acquired by due negotiation. 34.1-7-503. Document of title to goods defeated in certain cases. 34.1-7-504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery. 34.1-7-505. Endorser not guarantor for other parties. 34.1-7-506. Delivery without endorsement: right to compel endorsement. 34.1-7-507. Warranties on negotiation or delivery of document of title. 34.1-7-508. Warranties of collecting bank as to documents of title. 34.1-7-509. Adequate compliance with commercial contract. 34.1-7-601. Lost, stolen, or destroyed documents of title. 34.1-7-602. Judicial process against goods covered by negotiable document of title. 34.1-7-603. Conflicting claims; interpleader. 34.1-7-701. Effective date. 34.1-7-702. Repeals. 34.1-7-703. Applicability. 34.1-7-704. Savings clause. 34.1-8-101. Short title. 34.1-8-102. Definitions. 34.1-8-103. Rules for determining whether certain 34.1-8-104. Acquisition of security or financial asset or interest therein. 34.1-8-105. Notice of adverse claim. 34.1-8-106. Control. 34.1-8-107. Whether indorsement, instruction, or entitlement order is effective. 34.1-8-108. Warranties in direct holding. 34.1-8-109. Warranties in indirect holding. 34.1-8-110. Applicability; choice of law. 34.1-8-111. Clearing corporation rules. 34.1-8-112. Creditor's legal process. 34.1-8-113. Statute of frauds inapplicable. 34.1-8-114. Evidentiary rules concerning certificated securities. 34.1-8-115. Securities intermediary and others not liable to adverse claimant. 34.1-8-116. Securities intermediary as purchaser for value. 34.1-8-201. Issuer. 34.1-8-202. Issuer's responsibility and defenses; notice of defect or defense. 34.1-8-203. Staleness as notice of defect or defense. 34.1-8-204. Effect of issuer's restriction on transfer. 34.1-8-205. Effect of unauthorized signature on security certificate. 34.1-8-206. Completion or alteration of security certificate. 34.1-8-207. Rights and duties of issuer with respect to registered owners. 34.1-8-208. Effect of signature of authenticating trustee, registrar, or transfer agent. 34.1-8-209. Issuer's lien. 34.1-8-210. Overissue. 34.1-8-301. Delivery. 34.1-8-302. Rights of purchaser. 34.1-8-303. Protected purchaser. 34.1-8-304. Indorsement. 34.1-8-305. Instruction. 34.1-8-306. Effect of guaranteeing signature, indorsement, or instruction. 34.1-8-307. Purchaser's right to requisites for registration of transfer. 34.1-8-401. Duty of issuer to register transfer. 34.1-8-402. Assurance that indorsement or instruction is effective. 34.1-8-403. Demand that issuer not register transfer. 34.1-8-404. Wrongful registration. 34.1-8-405. Replacement of lost, destroyed, or wrongfully taken security certificate. 34.1-8-406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate. 34.1-8-407. Authenticating trustee, transfer agent, and registrar. 34.1-8-501. Securities account; acquisition of security entitlement from securities intermediary. 34.1-8-502. Assertion of adverse claim against entitlement holder. 34.1-8-503. Property interest of entitlement holder in financial asset held by securities intermediary. 34.1-8-504. Duty of securities intermediary to maintain financial asset. 34.1-8-505. Duty of securities intermediary with respect to payments and distributions. 34.1-8-506. Duty of securities intermediary to exercise rights as directed by entitlement holder. 34.1-8-507. Duty of securities intermediary to comply with entitlement order. 34.1-8-508. Duty of securities intermediary to change 34.1-8-509. Specification of duties of securities 34.1-8-510. Rights of purchaser of security entitlement from entitlement holder. 34.1-8-511. Priority among security interests and entitlement holders. 34.1-8-601. Effective date. 34.1-8-602. Repeals. 34.1-8-603. Savings clause. 34.1-9-101. Short title. 34.1-9-102. Definitions and index of definitions. 34.1-9-103. Purchase-money security interest; application of payments; burden of establishing. 34.1-9-104. Control of deposit account. 34.1-9-105. Control of electronic chattel paper. 34.1-9-106. Control of investment property. 34.1-9-107. Control of letter-of-credit right. 34.1-9-108. Sufficiency of description. 34.1-9-109. Scope. 34.1-9-110. Security interests arising under article 2 or 2A. 34.1-9-201. General effectiveness of security agreement. 34.1-9-202. Title to collateral immaterial. 34.1-9-203. Attachment and enforceability of security 34.1-9-204. After-acquired property; future advances. 34.1-9-205. Use or disposition of collateral permissible. 34.1-9-206. Security interest arising in purchase or delivery of financial asset. 34.1-9-207. Rights and duties of secured party having possession or control of collateral. 34.1-9-208. Additional duties of secured party having control of collateral. 34.1-9-209. Duties of secured party if account debtor has been notified of assignment. 34.1-9-210. Request for accounting; request regarding list of collateral or statement of account. 34.1-9-301. Law governing perfection and priority of security interests. 34.1-9-302. Law governing perfection and priority of agricultural liens. 34.1-9-303. Law governing perfection and priority of 34.1-9-304. Law governing perfection and priority of security interests in deposit accounts. 34.1-9-305. Law governing perfection and priority of security interests in investment property. 34.1-9-306. Law governing perfection and priority of security interests in letter-of-credit rights. 34.1-9-307. Location of debtor. 34.1-9-308. When security interest or agricultural lien is perfected; continuity of perfection. 34.1-9-309. Security interest perfected upon attachment. 34.1-9-310. When filing required to perfect security 34.1-9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties. 34.1-9-312. Perfection of security interests in chattel 34.1-9-313. When possession by or delivery to secured party perfects security interest without filing. 34.1-9-314. Perfection by control. 34.1-9-315. Secured party's rights on disposition of collateral and in proceeds. 34.1-9-316. Effect of change in governing law. 34.1-9-317. Interests that take priority over or take free of security interest or agricultural lien. 34.1-9-318. No interest retained in right to payment that 34.1-9-319. Rights and title of consignee with respect to creditors and purchasers. 34.1-9-320. Buyer of goods. 34.1-9-321. Licensee of general intangible and lessee of goods in ordinary course of business. 34.1-9-322. Priorities among conflicting security interests in and agricultural liens on same collateral. 34.1-9-323. Future advances. 34.1-9-324. Priority of purchase-money security interests. 34.1-9-325. Priority of security interests in transferred collateral. 34.1-9-326. Priority of security interests created by new debtor. 34.1-9-327. Priority of security interests in deposit account. 34.1-9-328. Priority of security interests in investment property. 34.1-9-329. Priority of security interests in letter-of-credit right. 34.1-9-330. Priority of purchaser of chattel paper or instrument. 34.1-9-331. Priority of rights of purchasers of 34.1-9-332. Transfer of money; transfer of funds from deposit account. 34.1-9-333. Priority of certain liens arising by operation of law. 34.1-9-334. Priority of security interests in fixtures and crops. 34.1-9-335. Accessions. 34.1-9-336. Commingled goods. 34.1-9-337. Priority of security interests in goods covered by certificate of title. 34.1-9-338. Priority of security interest or agricultural 34.1-9-339. Priority subject to subordination. 34.1-9-340. Effectiveness of right of recoupment or set-off against deposit account. 34.1-9-341. Bank's rights and duties with respect to deposit account. 34.1-9-342. Bank's right to refuse to enter into or disclose existence of control agreement. 34.1-9-401. Alienability of debtor's rights. 34.1-9-402. Secured party not obligated on contract of debtor or in tort. 34.1-9-403. Agreement not to assert defenses against assignee. 34.1-9-404. Rights acquired by assignee; claims and defenses against assignee. 34.1-9-405. Modification of assigned contract. 34.1-9-406. Discharge of account debtor; notification of 34.1-9-407. Restrictions on creation or enforcement of 34.1-9-408. Restrictions on assignment of promissory 34.1-9-409. Restrictions on assignment of letter-of-credit rights ineffective. 34.1-9-501. Filing office. 34.1-9-502. Contents of financing statement; record of 34.1-9-503. Name of debtor and secured party. 34.1-9-504. Indication of collateral. 34.1-9-505. Filing and compliance with other statutes and 34.1-9-506. Effect of errors or omissions. 34.1-9-507. Effect of certain events on effectiveness of financing statement. 34.1-9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement. 34.1-9-509. Persons entitled to file a record. 34.1-9-510. Effectiveness of filed record. 34.1-9-511. Secured party of record. 34.1-9-512. Amendment of financing statement. 34.1-9-513. Termination statement. 34.1-9-514. Assignment of powers of secured party of record. 34.1-9-515. Duration and effectiveness of financing statement; effect of lapsed financing statement. 34.1-9-516. What constitutes filing; effectiveness of filing. 34.1-9-517. Effect of indexing errors. 34.1-9-518. Claim concerning inaccurate or wrongfully filed record. 34.1-9-519. Numbering, maintaining, and indexing records; communicating information provided in records. 34.1-9-520. Acceptance and refusal to accept record. 34.1-9-521. Uniform form of written financing statement and amendment. 34.1-9-522. Maintenance and destruction of records. 34.1-9-523. Information from filing office; sale or license of records. 34.1-9-524. Delay by filing office. 34.1-9-525. Fees. 34.1-9-526. Filing-office rules. 34.1-9-527. Repealed By Laws 2008, Ch. 44, § 2. 34.1-9-601. Rights after default; judicial enforcement; 34.1-9-602. Waiver and variance of rights and duties. 34.1-9-603. Agreement on standards concerning rights and duties. 34.1-9-604. Procedure if security agreement covers real property or fixtures. 34.1-9-605. Unknown debtor or secondary obligor. 34.1-9-606. Time of default for agricultural lien. 34.1-9-607. Collection and enforcement by secured party. 34.1-9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus. 34.1-9-609. Secured party's right to take possession after default. 34.1-9-610. Disposition of collateral after default. 34.1-9-611. Notification before disposition of collateral. 34.1-9-612. Timeliness of notification before disposition of collateral. 34.1-9-613. Contents and form of notification before disposition of collateral: general. 34.1-9-614. Contents and form of notification before disposition of collateral: consumer-goods transaction. 34.1-9-615. Application of proceeds of disposition; liability for deficiency and right to surplus. 34.1-9-616. Explanation of calculation of surplus or deficiency. 34.1-9-617. Rights of transferee of collateral. 34.1-9-618. Rights and duties of certain secondary obligors. 34.1-9-619. Transfer of record or legal title. 34.1-9-620. Acceptance of collateral in full or partial 34.1-9-621. Notification of proposal to accept collateral. 34.1-9-622. Effect of acceptance of collateral. 34.1-9-623. Right to redeem collateral. 34.1-9-624. Waiver. 34.1-9-625. Remedies for secured party's failure to comply with article. 34.1-9-626. Action in which deficiency or surplus is in issue. 34.1-9-627. Determination of whether conduct was commercially reasonable. 34.1-9-628. Nonliability and limitation on liability of secured party; liability of secondary obligor. 34.1-9-701. Effective date. 34.1-9-702. Savings clause. 34.1-9-703. Security interest perfected before effective date. 34.1-9-704. Security interest unperfected before effective date. 34.1-9-705. Effectiveness of action taken before effective date. 34.1-9-706. When initial financing statement suffices to continue effectiveness of financing statement. 34.1-9-707. Amendment of preeffective date financing statement. 34.1-9-708. Persons entitled to file initial financing statement or continuation statement. 34.1-9-709. Priority. 34.1-9-801. Effective date of amendments. 34.1-9-802. Savings clause. 34.1-9-803. Security interest perfected before July 1, 2013. 34.1-9-804. Security interest unperfected before July 1, 2013. 34.1-9-805. Effectiveness of action taken before July 1, 2013. 34.1-9-806. When initial financing statement suffices to continue effectiveness of financing statement. 34.1-9-807. Amendment of pre-effective-date financing statement. 34.1-9-808. Person entitled to file initial financing statement or continuation statement. 34.1-9-809. Priority. 34.1-10-101. Effective date. 34.1-10-102. Provision for transition. 34.1-10-103. Reserved. 34.1-10-104. Repealed by Laws 2015, ch. 124, § 6.
What to do with it
As published
34.1-9-405. Modification of assigned contract.
(a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).
(b) Subsection (a) applies to the extent that:
(i) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or
(ii) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under section 34.1-9-406(a).
(c) This section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes.
(d) This section does not apply to an assignment of a health-care-insurance receivable.
Your wording
Your change, as a redline
34.1-9-405. Modification of assigned contract.
(a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).
(b) Subsection (a) applies to the extent that:
(i) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or
(ii) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under section 34.1-9-406(a).
(c) This section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes.
(d) This section does not apply to an assignment of a health-care-insurance receivable.
A proposal here is not law. Support on Solon is evidence that people want the change; the official route says what it takes to make it law.