APPROVED CHAPTER
APRIL 22, 2024 669
BY GOVERNOR PUBLIC LAW
STATE OF MAINE
_____
IN THE YEAR OF OUR LORD
TWO THOUSAND TWENTY-FOUR
_____
H.P. 59 - L.D. 91
An Act to Adopt the National 2022 Amendments to the Uniform Commercial
Code
Be it enacted by the People of the State of Maine as follows:
PART A
Sec. A-1. 11 MRSA §1-1201, sub-§(10), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(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. Conspicuous terms include the following:
(a). A heading in capitals equal to or greater in size than the surrounding text, or in
contrasting type, font or color to the surrounding text of the same or lesser size; and
(b). Language in the body of a record or display in larger type than the surrounding
text, or in contrasting type, font or color to the surrounding text of the same size, or set
off from surrounding text of the same size by symbols or other marks that call attention
to the language.
Sec. A-2. 11 MRSA §1-1201, sub-§(15), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(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.
Sec. A-3. 11 MRSA §1-1201, sub-§(16-A) is enacted to read:
(16-A). "Electronic" means relating to technology having electrical, digital, magnetic,
wireless, optical, electromagnetic or similar capabilities.
Sec. A-4. 11 MRSA §1-1201, sub-§(21), ¶(c), as enacted by PL 2009, c. 325, Pt.
A, §2 and affected by §4, is amended to read:
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 (c). The person in control, other than pursuant to section 7-1106, of a negotiable
electronic document of title.
Sec. A-5. 11 MRSA §1-1201, sub-§(24), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(24). "Money" means a medium of exchange that is currently authorized or adopted
by a domestic or foreign government and is not in an electronic form. The term includes a
monetary unit of account established by an intergovernmental organization or by agreement
between 2 or more countries.
Sec. A-6. 11 MRSA §1-1201, sub-§(27), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(27). "Person" means an individual, corporation, business trust, estate, trust,
partnership, limited liability company, association, joint venture, government,
governmental subdivision, agency or instrumentality, public corporation or any other legal
or commercial entity. "Person" includes a protected series, however denominated, of an
entity if the protected series is established under law other than the Uniform Commercial
Code 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.
Sec. A-7. 11 MRSA §1-1201, sub-§(36), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(36). "Send," in connection with a writing, record or notice 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 and
properly addressed and, in the case of an instrument, to an address specified thereon or
otherwise agreed, or if there be none, addressed to any address reasonable under the
circumstances; or
(b). In any other way to To cause to be received any the record or notice notification
to be received within the time it would have arrived been received if properly sent
under paragraph (a).
Sec. A-8. 11 MRSA §1-1201, sub-§(37), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is repealed.
Sec. A-9. 11 MRSA §1-1201, sub-§(37-A) is enacted to read:
(37-A). "Sign" means, with present intent to authenticate or adopt a record:
(a). To execute or adopt a tangible symbol; or
(b). To attach to or logically associate with the record an electronic symbol, sound or
process.
"Signed," "signing" and "signature" have corresponding meanings.
Sec. A-10. 11 MRSA §1-1204, first ¶, as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
Except as otherwise provided in Articles 3‑A, 4 and, 5‑A and 12, a person gives value
for rights if the person acquires them:
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 Sec. A-11. 11 MRSA §1-1301, sub-§(3), as enacted by PL 2009, c. 325, Pt. A, §2
and affected by §4, is amended to read:
(3). If one of the following provisions of the Uniform Commercial Code specifies the
applicable law that provision governs and a contrary agreement is effective only to the
extent permitted by the law so specified:
(a). Section 2‑402;
(b). Sections 2‑1105 and 2‑1106;
(c). Section 4‑102;
(d). Section 4‑1507;
(e). Section 5‑1116;
(f). Section 8‑1110; and
(g). Sections 9‑1301 to 9‑1307.; and
(h). Section 12-107.
Sec. A-12. 11 MRSA §1-1306, as enacted by PL 2009, c. 325, Pt. A, §2 and affected
by §4, is amended to read:
§1-1306. Waiver or renunciation of claim or right after breach
A claim or right arising out of an alleged breach may be discharged in whole or in part
without consideration by agreement of the aggrieved party in an authenticated a signed
record.
Sec. A-13. 11 MRSA §2-102 is repealed and the following enacted in its place:
§2-102. Scope; certain security and other transactions excluded from this Article
(1). Unless the context otherwise requires, and except as provided in subsection
(3), this Article applies to transactions in goods and, in the case of a hybrid transaction,
it applies to the extent provided in subsection (2).
(2). In a hybrid transaction:
(a). If the aspects of the transaction that relate to the sale of goods do not predominate,
only the provisions of this Article that relate primarily to those aspects of the
transaction apply and the provisions that relate primarily to the transaction as a whole
do not apply.
(b). If the aspects of the transaction that relate to the sale of goods predominate, this
Article applies to the transaction but does not preclude application in appropriate
circumstances of other law to aspects of the transaction that do not relate to the sale of
goods.
(3). This Article does not:
(a). 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
(b). Impair or repeal a statute regulating sales to consumers, farmers or other specified
classes of buyers.
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 Sec. A-14. 11 MRSA §2-106 is amended by amending the section headnote to read:
§2-106. Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present
sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid
transaction"
Sec. A-15. 11 MRSA §2-106, sub-§(5) is enacted to read:
(5). Hybrid transaction. "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.
Sec. A-16. 11 MRSA §2-201, sub-§(1) is amended to read:
(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
some writing 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 his the party's
authorized agent or broker. A writing 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 such writing the record.
Sec. A-17. 11 MRSA §2-201, sub-§(2) is amended to read:
(2). Between merchants if within a reasonable time a writing 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) against such the
party unless written notice in a record of objection to its contents is given within 10 days
after it is received.
Sec. A-18. 11 MRSA §2-202, as amended by PL 2009, c. 325, Pt. B, §5 and affected
by §27, is further amended to read:
§2-202. Final written expression: parol or extrinsic evidence
Terms with respect to which the confirmatory memoranda of the parties agree or which
that are otherwise set forth in a writing record intended by the parties as a final expression
of their agreement with respect to such terms as are included therein may not be
contradicted by evidence of any prior agreement or of a contemporaneous oral agreement
but may be explained or supplemented:
(1). By course of performance, course of dealing or usage of trade (section 1‑1303);
and
(2). By evidence of consistent additional terms unless the court finds the writing
record to have been intended also as a complete and exclusive statement of the terms of the
agreement.
Sec. A-19. 11 MRSA §2-203 is amended to read:
§2-203. Seals inoperative
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 The affixing of a seal to a writing record evidencing a contract for sale or an offer to
buy or sell goods does not constitute render the writing record a sealed instrument and the
law with respect to sealed instruments does not apply to such a contract or offer.
Sec. A-20. 11 MRSA §2-205 is amended to read:
§2-205. Firm offers
An offer by a merchant to buy or sell goods in a signed writing which record that by
its terms gives assurance that it will be held open is not revocable, for lack of consideration,
during the time stated or if no time is stated for a reasonable time, but in no event may such
period of irrevocability exceed 3 months; but any such term of assurance on a form supplied
by the offeree must be separately signed by the offeror.
Sec. A-21. 11 MRSA §2-209, sub-§(2) is amended to read:
(2). A signed agreement which that excludes modification or rescission except by a
signed writing cannot or other signed record may not be otherwise modified or rescinded,
but except as between merchants such a requirement on a form supplied by the merchant
must be separately signed by the other party.
Sec. A-22. 11 MRSA §2-1102, as enacted by PL 1991, c. 805, §4, is repealed and
the following enacted in its place:
§2-1102. Scope
1. This Article applies to any transaction, regardless of form, that creates a lease and,
in the case of a hybrid lease, it applies to the extent provided in subsection (2).
2. In a hybrid lease:
(a). If the aspects of the lease that relate to the lease of goods do not predominate:
(i) Only the provisions of this Article that relate primarily to those aspects of the
transaction apply and the provisions that relate primarily to the transaction as a
whole do not apply;
(ii) Section 2-1209 applies if the lease is a finance lease; and
(iii) Section 2-1407 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
(b). If the aspects of the lease that relate to the lease of goods predominate, this Article
applies to the transaction but does not preclude application in appropriate
circumstances of other law to aspects of the lease that do not relate to the lease of goods.
Sec. A-23. 11 MRSA §2-1103, sub-§(1), ¶(h-1) is enacted to read:
(h-1). "Hybrid lease" means a single transaction involving a lease of goods and:
(i) The provision of services;
(ii) A sale of other goods; or
(iii) A sale, lease or license of property other than goods.
Sec. A-24. 11 MRSA §2-1103, sub-§(3), as amended by PL 2009, c. 325, Pt. B,
§7 and affected by §27, is further amended to read:
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 (3).
The following definitions in other Articles apply to this Article:
"Account." Section 9‑1102, subsection (2).
"Between merchants." Section 2‑104, subsection (3).
"Buyer." Section 2‑103, subsection (1), paragraph (a).
"Chattel paper." Section 9‑1102, subsection (11) (11-A).
"Consumer goods." Section 9‑1102, subsection (23).
"Document." Section 9‑1102, subsection (30).
"Entrusting." Section 2‑403, subsection (3).
"General intangible." Section 9‑1102, subsection (42).
"Instrument." Section 9‑1102, subsection (47).
"Merchant." Section 2‑104, subsection (1).
"Mortgage." Section 9‑1102, subsection (55).
"Pursuant to commitment." Section 9‑1102, subsection (60).
"Receipt." Section 2‑103, subsection (1), paragraph (c).
"Sale." Section 2‑106, subsection (1).
"Sale on approval." Section 2‑326.
"Sale or return." Section 2‑326.
"Seller." Section 2‑103, subsection (1), paragraph (d).
Sec. A-25. 11 MRSA §2-1107, as enacted by PL 1991, c. 805, §4, is amended to
read:
§2-1107. Waiver or renunciation of claim or right after default
Any claim or right arising out of an alleged default or breach of warranty may be
discharged in whole or in part without consideration by a written waiver or renunciation in
a signed and record delivered by the aggrieved party.
Sec. A-26. 11 MRSA §2-1201, sub-§(1), ¶(b), as enacted by PL 1991, c. 805, §4,
is amended to read:
(b). There is a writing record, signed by the party against whom enforcement is sought
or by that party's authorized agent, sufficient to indicate that a lease contract has been
made between the parties and to describe the goods leased and the lease term.
Sec. A-27. 11 MRSA §2-1201, sub-§(3), as enacted by PL 1991, c. 805, §4, is
amended to read:
(3). A writing record is not insufficient because it omits or incorrectly states a term
agreed upon, but the lease contract is not enforceable under subsection (1), paragraph (b)
beyond the lease term and the quantity of goods shown in the writing record.
Sec. A-28. 11 MRSA §2-1201, sub-§(5), ¶(a), as enacted by PL 1991, c. 805, §4,
is amended to read:
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 (a). If there is a writing record signed by the party against whom enforcement is sought
or by that party's authorized agent specifying the lease term, the term so specified;
Sec. A-29. 11 MRSA §2-1202, as enacted by PL 1991, c. 805, §4, is amended to
read:
§2-1202. Final written expression; parol or extrinsic evidence
Terms with respect to which the confirmatory memoranda of the parties agree or which
that are otherwise set forth in a writing record intended by the parties as a final expression
of their agreement with respect to such terms as are included therein may not be
contradicted by evidence of any prior agreement or of a contemporaneous oral agreement
but may be explained or supplemented:
(1). By course of dealing or usage of trade or by course of performance; and
(2). By evidence of consistent additional terms unless the court finds the writing
record to have been intended also as a complete and exclusive statement of the terms of
the agreement.
Sec. A-30. 11 MRSA §2-1203, as enacted by PL 1991, c. 805, §4, is amended to
read:
§2-1203. Seals inoperative
The affixing of a seal to a writing record evidencing a lease contract or an offer to enter
into a lease contract does not render the writing record a sealed instrument and the law with
respect to sealed instruments does not apply to the lease contract or offer.
Sec. A-31. 11 MRSA §2-1205, as enacted by PL 1991, c. 805, §4, is amended to
read:
§2-1205. Firm offers
An offer by a merchant to lease goods to or from another person in a signed writing
record that by its terms gives assurance it will be held open is not revocable, for lack of
consideration, during the time stated or, if no time is stated, for a reasonable time, but in
no event may the period of irrevocability exceed 3 months. Any such term of assurance on
a form supplied by the offeree must be separately signed by the offeror.
Sec. A-32. 11 MRSA §2-1208, sub-§(2), as enacted by PL 1991, c. 805, §4, is
amended to read:
(2). A signed lease agreement that excludes modification or rescission except by a
signed writing record may not be otherwise modified or rescinded, but, except as between
merchants, such a requirement on a form supplied by a merchant must be separately signed
by the other party.
Sec. A-33. 11 MRSA §3-1104, sub-§(1), ¶(c), as enacted by PL 1993, c. 293, Pt.
A, §2, is amended to read:
(c). 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;
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 (ii) An authorization or power