CHAPTER 281
HB 1503-FN - FINAL VERSION
15Mar2022... 0828h
04/28/2022 1661s
05/05/2022 1939s
05/05/2022 1974s
26May2022... 2077CofC
26May2022... 2125EBA
2022 SESSION
22-2784
08/04
HOUSE BILL 1503-FN
AN ACT adopting the Uniform Commercial Code relative to controllable electronic records,
relative to exempting the developer, seller, or facilitator of the exchange of an open
blockchain token from certain securities laws and establishing state procurement
policies intended to promote the use of American materials.
SPONSORS: Rep. Ammon, Hills. 40; Rep. Alexander Jr., Hills. 6; Rep. Osborne, Rock. 4; Rep.
Warden, Hills. 15; Rep. Edwards, Rock. 4; Rep. Berezhny, Graf. 9; Rep. Baxter, Rock.
20; Rep. White, Merr. 20; Sen. Avard, Dist 12
COMMITTEE: Commerce and Consumer Affairs
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AMENDED ANALYSIS
This bill exempts the developer, seller, or facilitator of the exchange of an open blockchain token from
certain securities laws. This bill also adopts the Uniform Commercial Code on controllable electronic
records. This bill also establishes the requirements and fraud processes, for the use of American made
steel products in state public works projects.
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Explanation: Matter added to current law appears in bold italics.
Matter removed from current law appears [in brackets and struckthrough.]
Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.
 CHAPTER 281
HB 1503-FN - FINAL VERSION
15Mar2022... 0828h
04/28/2022 1661s
05/05/2022 1939s
05/05/2022 1974s
26May2022... 2077CofC
26May2022... 2125EBA 22-2784
08/04
STATE OF NEW HAMPSHIRE
In the Year of Our Lord Two Thousand Twenty Two
AN ACT adopting the Uniform Commercial Code relative to controllable electronic records,
relative to exempting the developer, seller, or facilitator of the exchange of an open
blockchain token from certain securities laws and establishing state procurement
policies intended to promote the use of American materials.
Be it Enacted by the Senate and House of Representatives in General Court convened:
1 281:1 Statement of Intent.
2 I. The Joint Committee on the Uniform Commercial Code and Emerging Technologies of the
3 Uniform Law Commission has developed draft Uniform Commercial Code provisions governing certain
4 digital assets, specifically those that fall within the definition of "controllable electronic records." The
5 current draft has been extensively vetted by those who understand and participate in digital transactions.
6 II. Adoption of the Uniform Law Commission's draft by the New Hampshire general court will
7 create a considerable advantage for New Hampshire to lead in emerging industries utilizing blockchain,
8 digital ledger technology, virtual currencies, and other digital assets and would provide a sensible
9 framework and legal certainty for transactions of controllable electronic records. In subsequent sessions,
10 if necessary, the New Hampshire general court will review and adopt conforming amendments to the
11 provisions of the Uniform Commercial Code on controllable electronic records to remain consistent with
12 the language and intent of the final proposal of the Joint Committee on the Uniform Commercial Code and
13 Emerging Technologies of the Uniform Law Commission.
14 281:2 Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b)(10) to read as follows:
15 (10) "Conspicuous," with reference to a term, means so written, displayed, or presented
16 that a reasonable person against which it is to operate ought to have noticed it. Whether a term is
17 "conspicuous" or not is a decision for the court. [Conspicuous terms include the following:
18 (A) a heading in capitals equal to or greater in size than the surrounding text, or in
19 contrasting type, font, or color to the surrounding text of the same or lesser size; and
20 (B) language in the body of a record or display in larger type than the surrounding
21 text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from
22 surrounding text of the same size by symbols or other marks that call attention to the language.]
23 281:3 New Paragraph; Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b) by
24 inserting after paragraph (16) the following new paragraph:
25 (16A) “Electronic” means relating to technology having electrical, digital, magnetic,
26 wireless, optical, electromagnetic, or similar capabilities.
27 281:4 Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b)(21) to read as follows:
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1 (21) “Holder” means:
2 (A) the person in possession of a negotiable instrument that is payable either to
3 bearer or to an identified person that is the person in possession; or
4 (B) the person in possession of a negotiable tangible document of title if the goods
5 are deliverable either to bearer or to the order of the person in possession; or
6 (C) the person in control, other than pursuant to Section 7-106(d), of a negotiable
7 electronic document of title.
8 281:5 Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b)(24) to read as follows:
9 (24) "Money" means a medium of exchange that is currently authorized or adopted by a
10 domestic or foreign government. [The term includes a monetary unit of account established by an
11 intergovernmental organization or by agreement between two or more countries.] The term does not
12 include an electronic record that is a medium of exchange recorded and transferable in a system that
13 existed and operated for the medium of exchange before the medium of exchange was authorized or
14 adopted by a government, or organization or pursuant to such an agreement.
15 281:6 Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b)(27) to read as follows:
16 (27) "Person" means an individual, corporation, business trust, estate, trust, partnership,
17 limited liability company, association, joint venture, government, governmental subdivision, agency, or
18 instrumentality, public corporation, or any other legal or commercial entity. The term includes a protected
19 series, however denominated, of an entity if the protected series is established under law other than this
20 chapter that limits, or limits if conditions specified under the law are satisfied, the ability of a creditor of the
21 entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.
22 281:7 Uniform Commercial Code; Definitions. Amend RSA 382-A:1-201(b)(37) to read as follows:
23 (37) “Signed” includes using any symbol executed or adopted with present intention to
24 adopt or accept a writing and, with respect to a record that is not a writing, includes the attachment to or
25 logical association with the record of an electronic symbol, sound, or process with the present intent to
26 adopt or accept the record. “Sign” and “Signature” have corresponding meanings.
27 281:8 Uniform Commercial Code; Definitions. Amend the introductory paragraph of RSA 382-A:1-
28 204 to read as follows:
29 Except as otherwise provided in Articles 3, 4,[ and] 5, 6, and 12, a person gives value for rights if the
30 person acquires them:
31 281:9 Uniform Commercial Code; Sales; Scope. RSA 382-A:2-102 is repealed and reenacted to
32 read as follows:
33 (1) Unless the context otherwise requires and except as provided in subsections (3) and
34 (4), this Article applies to transactions in goods.
35 (2) If the goods aspects of a hybrid transaction predominate, this Article applies to the
36 transaction.
37 (3) If the goods aspects of a hybrid transaction do not predominate, the provisions of this
38 Article which relate primarily to the goods aspects of the transaction and not to the transaction as a whole
39 apply.
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1 (4) This article does not apply to any transaction which although in the form of an
2 unconditional contract to sell or present sale is intended to operate only as a security transaction nor does
3 this Article impair or repeal any statute regulating sales to consumers, farmers, or other specified classes
4 of buyers.
5 (5) This Section does not preclude in appropriate circumstances the application of other
6 law to the aspects of a hybrid transaction which do not relate to the goods even if the goods aspects of the
7 transaction predominate.
8 281:10 Uniform Commercial Code; Sales; Definitions. RSA 382-A:2-106 is repealed and reenacted
9 to read as follows:
10 382-A:2-106 Definitions: "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale";
11 "Conforming" to Contract; "Termination"; "Cancellation".
12 (1) In this Article unless the context otherwise requires “contract” and “agreement” are
13 limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present
14 sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the
15 seller to the buyer for a price (Section 2–401). A “present sale” means a sale which is accomplished by
16 the making of the contract.
17 (2) Goods or conduct including any part of a performance are “conforming” or conform to
18 the contract when they are in accordance with the obligations under the contract.
19 (3) “Termination” occurs when either party pursuant to a power created by agreement or
20 law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are
21 still executory on both sides are discharged but any right based on prior breach or performance survives.
22 (4) “Cancellation” occurs when either party puts an end to the contract for breach by the
23 other and its effect is the same as that of “termination” except that the cancelling party also retains any
24 remedy for breach of the whole contract or any unperformed balance.
25 (5) “Hybrid transaction” means a single transaction involving a sale of goods and a sale,
26 lease, or license of other property or the provision of services.
27 281:11 Uniform Commercial Code; Sales; Statute of Frauds. RSA 382-A:2-201 is repealed and
28 reenacted to read as follows:
29 382-A:2-201 Formal Requirements; Statute of Frauds.
30 (1) Except as otherwise provided in this section a contract for the sale of goods for the
31 price of $500 or more is not enforceable by way of action or defense unless there is some record sufficient
32 to indicate that a contract for sale has been made between the parties and signed by the party against
33 whom enforcement is sought or by his authorized agent or broker. A record is not insufficient because it
34 omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph
35 beyond the quantity of goods shown in such record.
36 (2) Between merchants if within a reasonable time a record in confirmation of the
37 contract and sufficient against the sender is received and the party receiving it has reason to know its
38 contents, it satisfies the requirements of subsection (1) against such party unless a record containing a
39 notice of objection to its contents is given with 10 days after it is received.
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1 281:12 Uniform Commercial Code; Sales; Final Written Expression. Amend RSA 382-A:2-202 to
2 read as follows:
3 382-A:2-202 Final Written Expression; Parol or Extrinsic Evidence. Terms with respect to which the
4 confirmatory memoranda of the parties agree or which are otherwise set forth in a [writing] record
5 intended by the parties as a final expression of their agreement with respect to such terms as are included
6 therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral
7 agreement but may be explained or supplemented
8 (a) by course of performance, course of dealing, or usage of trade (Section 1-303); and
9 (b) by evidence of consistent additional terms unless the court finds the [writing] record to
10 have been intended also as a complete and exclusive statement of the terms of the agreement.
11 281:13 Uniform Commercial Code; Sales; Seals Inoperative. Amend RSA 382-A:2-203 to read as
12 follows:
13 382-A:2-203 Seals Inoperative. The affixing of a seal to a [writing] record evidencing a contract for
14 sale or an offer to buy or sell goods does not constitute the [writing] record a sealed instrument and the
15 law with respect to sealed instruments does not apply to such a contract or offer.
16 281:14 Uniform Commercial Code; Sales; Firm Offers. Amend RSA 382-A:2-205 to read as follows:
17 382-A:2-205 Firm Offers. An offer by a merchant to buy or sell goods in a signed [writing] writing
18 which by its terms gives assurance that it will be held open is not revocable, for lack of consideration,
19 during the time stated or if no time is stated for a reasonable time, but in no event may such period of
20 irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree
21 must be separately signed by the offeror.
22 281:15 Uniform Commercial Code; Sales; Modification, Recission, and Waiver. Amend RSA 382-
23 A:2-209(2) to read as follows:
24 (2) A signed agreement which excludes modification or rescission except by a signed
25 [writing] record cannot be otherwise modified or rescinded, but except as between merchants such a
26 requirement on a form supplied by the merchant must be separately signed by the other party.
27 281:16 Uniform Commercial Code; Leases; Scope. RSA 382-A:2A-102 is repealed and reenacted to
28 read as follows:
29 382-A:2A-102 Scope.
30 (1) Except as provided in subsection (3), this article applies to any transaction,
31 regardless of form, that creates a lease.
32 (2) If the lease-of-goods aspects of a hybrid lease predominate, this article applies to the
33 transaction.
34 (3) If the lease-of-goods aspects of a hybrid lease do not predominate:
35 (A) only the provisions of this article which relate primarily to the lease-of-goods
36 aspects of the transaction and not to the transaction as a whole apply;
37 (B) RSA 382-A:2A-209 applies if the lease is a finance lease; and
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1 (C) RSA 382-A:2A-407 applies to the promises of a person that is the lessee in a
2 finance lease to the extent the promises are consideration for the right to possession and use of the
3 leased goods.
4 (4) This Section does not preclude the application in appropriate circumstances of other
5 law to the aspects of a hybrid lease which do not relate to the lease of goods even if the lease-of-goods
6 aspects of the transaction predominate.
7 281:17 New Subparagraph; Definitions; Uniform Commercial Code; Leases; Definitions. Amend
8 RSA 382-A:2A-103 by inserting after subparagraph (1)(h) the following new subparagraph:
9 (hh) “Hybrid lease” means a single transaction involving a lease of goods and:
10 (i) the provision of services;
11 (ii) a sale of other goods; or
12 (iii) a sale, lease, or license of property other than goods.
13 281:18 Uniform Commercial Code; Leases; Statute of Frauds. Amend RSA 382-A:2A-201 to read as
14 follows:
15 382-A:2A-201 Statute of Frauds.
16 (1) A lease contract is not enforceable by way of action or defense unless:
17 (a) the total payments to be made under the lease contract, excluding payments for options
18 to renew or buy, are less than $1,000; or
19 (b) there is a [writin