ENROLLED ORIGINAL
AN ACT
_____________
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
__________________________
To amend Subtitle I of Title 28 of the District of Columbia Official Code to add a new Article
12—Controllable Electronic Records, to provide rules for transactions involving digital
assets, including cryptocurrency, non-fungible tokens, and electronic promises to pay,
and to provide for their negotiability and their perfection by control; to make conforming
and related amendments to Articles 1, 2, 2A, 4A, 5, 7, 8, and 9; and to provide transition
rules to protect the expectations of parties to existing transactions and for other purposes.
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
act may be cited as the “Uniform Commercial Code Amendment Act of 2024”.
Sec. 2. Subtitle I of Title 28 of the District of Columbia Official Code is amended as
follows:
(a) The Table of Contents is amended as follows:
(1) The section heading for section 28:2-106 is amended by striking the period at
the end and inserting the phrase “; hybrid transaction.” in its place.
(2) The section heading for section 28:2-202 is amended by striking the word
“written”.
(3) The section heading for section 28:2A-202 is amended by striking the word
“written”.
(4) The section heading for section 28:3-401 is amended to read as follows:
“28:3-401. Signature necessary for liability on instrument.”.
(5) The section heading for section 28:9-105 is amended to read as follows:
“28:9-105. Control of electronic copy of record evidencing chattel paper.”.
(6) A new section heading is added after the section heading for section 28:9-105
to read as follows:
“28:9-105A. Control of electronic money.”.
(7) New section headings are added after the section heading for section 28:9-107
to read as follows:
“28:9-107A. Control of controllable electronic record, controllable account, or controllable
payment intangible.
“28:9-107B. No Requirement to Acknowledge or Confirm; No Duties.”.
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(8) New section headings are added after the section heading for section 28:9-306
to read as follows:
“28:9-306A. Law governing perfection and priority of security interests in chattel paper.
“28:9-306B. Law governing perfection and priority of security interests in controllable accounts,
controllable electronic records, and controllable payment intangibles.”.
(9) The section heading for section 28:9-312 is amended to read as follows:
"28:9-312. Perfection of security interests in chattel paper, controllable accounts, controllable
electronic records, controllable payment intangibles, deposit accounts, negotiable documents,
goods covered by documents, instruments, investment property, letter-of-credit rights, and
money; perfection by permissive filing; temporary perfection without filing or transfer of
possession.”.
(10) A new section heading is added after the section heading for section 28:9-
314 to read as follows:
“28:9-314A. Perfection by possession and control of chattel paper.”.
(11) A new section heading is added after the section heading for section 28:9-
326 to read as follows:
“28:9-326A. Priority of security interest in controllable account, controllable electronic record,
and controllable payment intangible.”.
(12) The section heading for section 28:9-331 is amended to read as follows:
“28:9-331. Priority of rights of purchasers of controllable accounts, controllable electronic
records, controllable payment intangibles, documents, instruments, and securities under other
articles; priority of interests in financial assets and security entitlements and protection against
assertion of claim under Articles 8 and 12.”.
(13) Headings for a new Article 12 are added to read as follows:
“Article 12. Controllable Electronic Records.”
“Part I. General Provisions.
“28:12-101. Title.
“28:12-102. Definitions.
“28:12-103. Relation to Article 9 and consumer laws.
“28:12-104. Rights in controllable account, controllable electronic record, and controllable
payment intangible.
“28:12-105. Control of controllable electronic record.
“28:12-106. Discharge of account debtor on controllable account or controllable
payment intangible.
“28:12-107. Governing law.
“Part II. Transitional Provisions for Articles 9 and 12.”
“28:12-201. Definitions.
“28:12-202. Saving clause.
“28:12-203. Security interest perfected before effective date of the 2024 Act.
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“28:12-204. Security interest unperfected before effective date of the 2024 Act.
“28:12-206. Effectiveness of actions taken before effective date of the 2024 Act.
“28:12-206. Priority.
“28:12-207. Priority of claims when priority rules of Article 9 do not apply.”.
(b) Article 1 is amended as follows:
(1) Section 28:1-201(b) is amended as follows:
(A) Paragraph (10) is amended to read as follows:
“(10) “Conspicuous”, with reference to a term, means so written, displayed, or
presented that, based on the totality of the circumstances, a reasonable person against which it is
to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the
court.”.
(B) Paragraph (15) is amended to read as follows:
“(15) “Delivery”, with respect to an electronic document of title, means voluntary
transfer of control; and, with respect to an instrument, a tangible document of title, or an
authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of
possession.”.
(C) A new paragraph (16A) is added to read as follows:
“(16A) “Electronic” means relating to technology having electrical, digital,
magnetic, wireless, optical, electromagnetic, or similar capabilities.”.
(D) Paragraph (21)(C) is amended by striking the word “control” and
inserting the phrase “control, other than pursuant to § 28:7-106(g),” in its place.
(E) Paragraph (24) is amended to read as follows:
“(24) “Money” means a medium of exchange that is currently authorized or
adopted by a domestic or foreign government. The term “money” includes a monetary unit of
account established by an intergovernmental organization or pursuant to an agreement between 2
or more countries. The term “money” does not include an electronic record that is a medium of
exchange recorded and transferable in a system that existed and operated for the medium of
exchange before the medium of exchange was authorized or adopted by the government.”.
(F) Paragraph (27) is amended by to read as follows:
“(27) “Person” means an individual, estate, business or nonprofit entity,
government or governmental subdivision, agency, or instrumentality, or other legal entity. The
term “person” includes a protected series, however denominated, of an entity, if the protected
series is established under law, other than this subtitle, that limits, or limits if conditions
specified under the law are satisfied, the ability of a creditor of the entity or of any other
protected series of the entity to satisfy a claim from assets of the protected series.”.
(G) Paragraph (36) is amended by to read as follows:
“(36) “Send” in connection with a record or notification means:
“(A) To deposit in the mail, or deliver for transmission, or transmit by any
other usual means of communication, with postage or cost of transmission provided for,
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addressed to any address reasonable under the circumstances; or
“(B) To cause the record or notification to be received within the time it
would have been received if properly sent under subparagraph (A) of this paragraph.”.
(H) Paragraph (37) is amended by to read as follows:
“(37) “Sign”, “signed”, “signing”, and “signature” mean with present intent to
authenticate or adopt a record:
“(i) To execute or adopt a tangible symbol; or
“(ii) To attach to or logically associate with the record an
electronic symbol, sound, or process.”.
(2) Section 28:1-204 is amended by striking the phrase “Articles 3, 4, and 5” and
inserting the phrase “Articles 3, 4, 5, and 12” in its place.
(3) Section 28:1-301(c) is amended as follows:
(A) Paragraph (7) is amended by striking the period at the end and
inserting a semicolon in its place.
(B) A new paragraph (8) is added to read as follows:
“(8) Section 28:12-107.”
(4) Section 28:1-306 is amended by striking the phrase “an authenticated” and
inserting the phrase “a signed” in its place.
(c) Article 2 is amended as follows:
(1) Section 28:2-102 is amended to read as follows:
Ҥ 28:2-102. Scope; certain security and other transactions excluded from this article.
“(a) Unless the context otherwise requires, and except as provided in subsection (c) of
this section, this article applies to transactions in goods and, in the case of a hybrid transaction, it
applies to the extent provided in subsection (b) of this section.
“(b) In a hybrid transaction:
“(1) If the sale-of-goods aspects do not predominate, only the provisions of this
article that relate primarily to the sale-of-goods aspects of the transaction apply, and the
provisions that relate primarily to the transaction as a whole do not apply.
“(2) If the sale-of-goods aspects predominate, this article applies to the transaction
but does not preclude application in appropriate circumstances of other law to aspects of the
transaction which do not relate to the sale of goods.
“(c) This article does not:
“(1) Apply to a transaction that, even though in the form of an unconditional
contract to sell or present sale, operates only to create a security interest; or
“(2) Impair or repeal a statute regulating sales to consumers, farmers, or other
specified classes of buyers.”.
(2) Section 28:2-106 is amended as follows:
(A) The section heading is amended by striking the period at the end and
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inserting the phrase “; hybrid transaction.” in its place.
(B) A new paragraph (5) is added to read as follows:
“(5) “Hybrid transaction” means a single transaction involving a sale of goods
and:
“(A) The provision of services;
“(B) A lease of other goods; or
“(C) A sale, lease, or license of property other than goods.”.
(3) Section 28:2-201 is amended as follows:
(A) Paragraphs (1) and (2) are amended to read as follows:
“(1) Except as otherwise provided in this section a contract for the sale of goods
for the price of $500 or more is not enforceable by way of action or defense unless there is a
record sufficient to indicate that a contract for sale has been made between the parties and signed
by the party against whom enforcement is sought or by the party’s authorized agent or broker. A
record is not insufficient because it omits or incorrectly states a term agreed upon but the
contract is not enforceable under this subsection beyond the quantity of goods shown in the
record.
“(2) Between merchants if within a reasonable time a record in confirmation of
the contract and sufficient against the sender is received and the party receiving it has reason to
know its contents, it satisfies the requirements of subsection (1) of this section against the party
unless notice in a record of objection to its contents is given within 10 days after it is received.”.
(4) Section 28:2-202 is amended as follows:
(A) The section heading is amended by striking the word “written”.
(B) Subsection (b) is amended by striking the word “writing” and inserting
the word “record” in its place.
(5) Section 28:2-203 is amended by striking the word “writing” both times it
appears and inserting the word “record” in its place.
(6) Section 28:2-205 is amended by striking the word “writing” and inserting the
word “record” in its place.
(7) Section 28:209(2) is amended by striking the word “writing” and inserting the
phrase “writing or other signed record” in its place.
(d) Article 2A is amended as follows:
(1) Section 28:2A-102 is amended to read as follows:
“28:2A-102. Scope.
“(a) This article applies to any transaction, regardless of form, that creates a lease; in
the case of a hybrid lease, this article applies to the extent provided in subsection (b) of this
section.
“(b) In a hybrid lease:
“(1) If the lease-of-goods aspects do not predominate:
“(A) Only the provisions of this article which relate primarily to the
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lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the
transaction as a whole do not apply;
“(B) Section 28:2A-209 applies if the lease is a finance lease; and
“(C) Section 28:2A-407 applies to the promises of the lessee in a
finance lease to the extent the promises are consideration for the right to possession and use
of the leased goods; and
“(2) If the lease-of-goods aspects predominate, this article applies to the
transaction, but does not preclude application in appropriate circumstances of other law to
aspects of the lease which do not relate to the lease of goods.”.
(2) Section 28:2A-103(a) is amended by adding a new paragraph (8A) to read
as follows:
“(8A) “Hybrid lease” means a single transaction involving a lease of goods
and:
“(A) The provision of services;
“(B) A sale of other goods; or
“(C) A sale, lease, or license of property other than goods.”.
(3) Section 28:2A-107 is amended by striking the phrase “written waiver or
renunciation signed and” and inserting the phrase “waiver or renunciation in a signed record”
in its place.
(4) Section 28:2A-201 is amended as follows:
(A) Subsection (a)(2) is amended by striking the word “writing” and
inserting the word “record” in its place.”
(B) Subsection (c) is amended by striking the word “writing” both
times it appears and inserting the word “record” in its place.
(C) Subsection (e)(1) is amended by striking the word “writing” and
inserting the word “record” in its place.”
(5) Section 28:2A-202 is amended as follows:
(A) The section heading is amended by striking the word “written”.
(B) The lead-in sentence is amended by striking the word “writing” and
inserting the word “record” in its place.
(C) Paragraph (2) is amended by striking the word “writing” and
inserting the word “record” in its place.
(6) Section 28:2A-203 is amended by striking the word “writing” both times it
appears and inserting the word “record” in its place.
(7) Section 28:2A-205 is amended by striking the word “writing” and inserting
the word “record” in its place.
(8) Section 28:2A-208(b) is amended by striking the word “writing” and
inserting the word “record” in its place.
(e) Article 3 is amended as follows:
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(1) Section 28:3-104(a)(3) is amended to read as follows:
“(3) Does not state any other undertaking or instruction by the person
promising or ordering payment to do any act in addition to the payment of money, but the
promise or order may contain (i) an undertaking or power to give, maintain, or protect
collateral to secure payment, (ii) an authorization or power to the holder to confess judgment
or realize on or dispose of collateral, (iii) a waiver of the benefit of any law intended for the
advantage or protection of an obligor, (iv) a term that specifies the law that governs the
promise or order, or (v) an undertaking to resolve in a specified forum a dispute concerning
the promise or order.”.
(2) Section 28:3-105(a) is amended to read as follows:
“(a) “Issue” means:
“(1) The first delivery of an instrument by the maker or drawer, whether to a
holder or non-holder, for the purpose of giving rights on the instrument to any person; or
“(2) If agreed by the payee, the first transmission by the drawer to the payee of
an image of an item and information derived from the item that enables the depositary bank
to collect the item by transferring or presenting under federal law an electronic check.”.
(3) Section 28:3-401(b) is repealed.
(4) Section 28:3-604 is amended as follows:
(A) Subsection (a) is amended by adding a new sentence at the end to
read as follows: “The obligation of a party to pay a check is not discharged solely by
destruction of the check in connection with a process in which information is extracted from
the check and an image of the check is made and, subsequently, the information and image
are transmitted for payment.”.
(B) Subsection (c) is repealed.
(f) Article 4A is amended as follows:
(1) Section 28:4A-103(a)(3) is amended by striking the phrase “,
electronically, or in writing” and inserting the phrase “or in a record” in its place.
(2) Section 28:4A-201 is amended to read as follows:
““Security procedure” means a procedure established by agreement of a customer and
a receiving bank for the purpose of (i) verifying that a payment order or communication
amending or cancelling a payment order is that of the customer, or (ii) detecting er ror in the
transmission or the content of the payment order or communication. A security procedure
may impose an obligation on the receiving bank or the customer and may require the use of
algorithms or other codes, identifying words, numbers, symbols, sounds, biometrics,
encryption, callback procedures, or similar security devices. Comparison of a signature on a
payment order