The bill amends various sections of the Vermont Statutes Annotated (V.S.A.) to modernize the legal framework governing commercial transactions, particularly focusing on definitions and provisions related to terms such as "conspicuous," "delivery," "document of title," and "money." Key changes include a revised definition of "conspicuous" based on the totality of circumstances, an expanded definition of "delivery" to clarify the transfer of control for electronic documents, and a refined definition of "money" that excludes certain pre-authorized electronic records. The bill also introduces concepts like "hybrid transactions" and "hybrid leases," which involve a combination of goods and services, and outlines their legal treatment. Additionally, it updates the language around enforceability of contracts by replacing "writing" with "record," thereby accommodating electronic documentation and clarifying that modifications to contracts do not require consideration to be binding.

Further amendments focus on the handling of electronic money, security interests, and the rights and duties of secured parties. The bill specifies that a transferee of electronic money can take it free of a security interest if they obtain control without collusion, and it replaces "authenticated" with "signed" in various contexts to streamline legal language. It also introduces new provisions regarding the notification process for the disposition of collateral, ensuring transparency and protecting debtor rights. The proposed Article 12 addresses "Controllable Electronic Records," establishing definitions and guidelines for their handling, while also clarifying the governing law for transactions involving these records. Overall, the bill aims to enhance clarity, efficiency, and modernity in the legal framework surrounding commercial transactions and secured interests in Vermont.

Statutes affected:
As Introduced: 9A-2A, 9A-4A
As Passed By the House -- Official: 9A-2A, 9A-4A
As Passed By the House -- Unofficial: 9A-2A, 9A-4A
As Passed by Both House and Senate -- Official: 9A-2A, 9A-4A
As Passed by Both House and Senate -- Unofficial: 9A-2A, 9A-4A
As Enacted: 9A-2A, 9A-4A