432.275. Transferable records. - Missouri Statutes

Transferable records.

432.275. 1. As used in this section, "transferable record" means anelectronic record that:

(1) Would be a note under sections 400.3-101 to 400.3-605, RSMo, or adocument under sections 400.7-101 to 400.7-604, RSMo, if the electronic recordwere in writing; and

(2) The issuer of the electronic record expressly has agreed is atransferable record.

2. A person has control of a transferable record if a system employedfor evidencing the transfer of interests in the transferable record reliablyestablishes that person as the person to which the transferable record wasissued or transferred.

3. A system satisfies subsection 2 of this section and a person isdeemed to have control of a transferable record if the transferable record iscreated, stored, and assigned in such a manner that:

(1) A single authoritative copy of the transferable record exists whichis unique, identifiable, and, except as otherwise provided in subdivisions(4), (5), and (6) of this subsection, unalterable;

(2) The authoritative copy identifies the person asserting control as:

(a) The person to which the transferable record was issued; or

(b) If the authoritative copy indicates that the transferable record hasbeen transferred, the person to which the transferable record was mostrecently transferred;

(3) The authoritative copy is communicated to and maintained by theperson asserting control or its designated custodian;

(4) Copies or revisions that add or change an identified assignee of theauthoritative copy can be made only with the consent of the person assertingcontrol;

(5) Each copy of the authoritative copy and any copy of a copy isreadily identifiable as a copy that is not the authoritative copy; and

(6) Any revision of the authoritative copy is readily identifiable asauthorized or unauthorized.

4. Except as otherwise agreed, a person having control of a transferablerecord is the holder, as defined in subdivision (20) of section 400.1-201,RSMo, of the uniform commercial code, of the transferable record and has thesame rights and defenses as a holder of an equivalent record or writing underthe uniform commercial code, including, if the applicable statutoryrequirements under section 400.3-302(a), 400.7-501, or 400.9-308, RSMo, of theuniform commercial code are satisfied, the rights and defenses of a holder indue course, a holder to which a negotiable document of title has been dulynegotiated, or a purchaser, respectively. Delivery, possession, andendorsement are not required to obtain or exercise any of the rights underthis subsection.

5. Except as otherwise agreed, an obligor under a transferable recordhas the same rights and defenses as an equivalent obligor under equivalentrecords or writings under the uniform commercial code.

6. If requested by a person against which enforcement is sought, theperson seeking to enforce the transferable record shall provide reasonableproof that the person is in control of the transferable record. Proof mayinclude access to the authoritative copy of the transferable record andrelated business records sufficient to review the terms of the transferablerecord and to establish the identity of the person having control of thetransferable record.

(L. 2003 H.B. 254)