NEZ PERCE TRIBE REVISED CODES (2024)
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NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
TITLE 12 • BUSINESS CODE
Ch. 12.30 NEZ PERCE TRIBE UNIFORM COMMERCIAL CODE
TABLE OF CONTENTS
ARTICLE 1.
UNIFORM COMMERCIAL CODE – GENERAL PROVISIONS ................................... 1
PART 1.
GENERAL PROVISIONS.................................................................................................. 1
Section 12.30.1.101.
Section 12.30.1.102.
Section 12.30.1.103.
Section 12.30.1.104.
Section 12.30.1.105.
Section 12.30.1.106.
Section 12.30.1.107.
Section 12.30.1.108.
Section 12.30.1.109.
Section 12.30.1.110.
PART 2.
GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION .................... 3
Section 12.30.1.201.
Section 12.30.1.202.
Section 12.30.1.203.
Section 12.30.1.204.
Section 12.30.1.205.
Section 12.30.1.206.
PART 3.
Short Titles...................................................................................................... 1
Scope of Article ............................................................................................... 1
Construction of UCC to Promote its Purposes and Policies;
Applicability of Supplemental Principles of Law ......................................... 1
Construction Against Implied Repeal ........................................................... 2
Severability ..................................................................................................... 2
Use of Singular and Plural; Gender .............................................................. 2
Section Captions ............................................................................................. 2
No Waiver of Sovereign Immunity ................................................................ 2
Art Dealers and Artists .................................................................................. 2
No Application to Property Not Alienable .................................................... 2
General Definitions ........................................................................................ 3
Notice; Knowledge .......................................................................................... 7
Lease Distinguished From Security Interest................................................ 8
Value ................................................................................................................ 9
Reasonable Time; Seasonableness .............................................................. 10
Presumptions ................................................................................................ 10
TERRITORIAL APPLICABILITY AND GENERAL RULES ....................................... 10
Section 12.30.1.301.
Section 12.30.1.302.
Section 12.30.1.303.
Section 12.30.1.304.
Section 12.30.1.305.
Section 12.30.1.306.
Section 12.30.1.307.
Section 12.30.1.308.
Section 12.30.1.309.
Section 12.30.1.310.
Choice of Law ................................................................................................ 10
Variation by Agreement ............................................................................... 11
Course of Performance, Course of Dealing, and Usage of Trade............... 11
Obligation of Good Faith .............................................................................. 12
Remedies to be Liberally Administered ...................................................... 12
Waiver or Renunciation of Claim or Right After Breach ........................... 12
Prima Facie Evidence by Third-Party Documents ..................................... 12
Performance or Acceptance Under Reservation of Rights ......................... 13
Option to Accelerate at Will ......................................................................... 13
Subordinated Obligations ............................................................................ 13
ARTICLE 2.
[RESERVED] .................................................................................................................... 13
ARTICLE 3.
[RESERVED] .................................................................................................................... 13
ARTICLE 4.
[RESERVED] .................................................................................................................... 13
ARTICLE 5.
[RESERVED] .................................................................................................................... 13
ARTICLE 6.
[RESERVED] .................................................................................................................... 13
ARTICLE 7.
[RESERVED] .................................................................................................................... 13
ARTICLE 8.
[RESERVED] .................................................................................................................... 13
ARTICLE 9.
NEZ PERCE TRIBE SECURED TRANSACTIONS ACT ............................................. 13
PART 1.
GENERAL PROVISIONS................................................................................................ 13
TITLE 12
CH. 12.30 UNIFORM COMMERCIAL CODE
TOC - i
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
Section 12.30.9.101.
Section 12.30.9.102.
Section 12.30.9.103.
Section 12.30.9.104.
Section 12.30.9.105.
Section 12.30.9.106.
Section 12.30.9.107.
Section 12.30.9.108.
Section 12.30.9.109.
Section 12.30.9.110.
Section 12.30.9.111.
Section 12.30.9.112.
PART 2.
Short Title ..................................................................................................... 13
General Definitions ...................................................................................... 14
General Scope ............................................................................................... 28
Excluded Transactions ................................................................................. 28
Administration of STA; Authority to Promulgate Regulations ................. 30
Purchase-Money Security Interest; Application of Payments;
Burden of Establishing................................................................................. 30
Control of Deposit Account........................................................................... 31
Control of Electronic Chattel Paper ............................................................ 32
Control of Investment Property ................................................................... 32
Control of Letter-of-Credit Right ................................................................. 33
Sufficiency of Description in Security Agreement ...................................... 33
Parties’ Power to Choose Applicable Law ................................................... 34
EFFECTIVENESS, ATTACHMENT, AND RIGHTS OF PARTIES ............................ 34
Section 12.30.9.201.
Section 12.30.9.202.
Section 12.30.9.203.
Section 12.30.9.204.
Section 12.30.9.205.
Section 12.30.9.206.
Section 12.30.9.207.
General Effectiveness of Security Agreement ............................................ 34
Attachment and Enforceability of Security Interest; Proceeds;
Formal Requisites ......................................................................................... 35
After-Acquired Collateral; Future Advances .............................................. 37
Rights and Duties When Collateral is in Secured Party’s
Possession or Control ................................................................................... 37
Additional Duties of Certain Secured Parties ............................................ 38
[Reserved] ...................................................................................................... 40
Request for Accounting; Request Regarding List of Collateral or
Statement of Account ................................................................................... 40
PART 3.
PERFECTION AND PRIORITY ..................................................................................... 41
SUBPART 1.
LAW GOVERNING PERFECTION AND PRIORITY ................................................... 41
Section 12.30.9.301.
Section 12.30.9.302.
Section 12.30.9.303.
Section 12.30.9.304.
Section 12.30.9.305.
Section 12.30.9.306.
Section 12.30.9.307.
SUBPART 2.
PERFECTION .................................................................................................................. 47
Section 12.30.9.308.
Section 12.30.9.309.
Section 12.30.9.310.
Section 12.30.9.311.
Section 12.30.9.312.
Section 12.30.9.313.
TITLE 12
Law Governing Perfection and Priority of Security Interests ................... 41
Law Governing Perfection and Priority of Agricultural Liens .................. 42
Law Governing Perfection and Priority of Security Interests in
Goods Covered by a Certificate of Title ....................................................... 42
Law Governing Perfection and Priority of Security Interests in
Deposit Accounts........................................................................................... 43
Law Governing Perfection and Priority of Security Interests in
Investment Property..................................................................................... 44
Law Governing Perfection and Priority of Security Interests in
Letter-of-Credit Rights ................................................................................. 45
Location of Debtor; Location of Collateral .................................................. 45
When Security Interest is Perfected; Continuity of Perfection ................. 47
Security Interest Perfected Upon Attachment ........................................... 48
When Filing Required to Perfect Security Interest; Security
Interests to Which Filing Provisions Do Not Apply ................................... 48
Perfection of Security Interests in Property Subject to Certain
Statutes, Regulations, and Treaties ............................................................ 49
Perfection of Security Interests in Chattel Paper, Documents,
Goods Covered by Documents, Instruments, and Money;
Perfection by Permissive Filing; Temporary Perfection Without
Filing or Transfer of Possession .................................................................. 50
When Possession by Secured Party Perfects Security Interest
Without Filing ............................................................................................... 51
CH. 12.30 UNIFORM COMMERCIAL CODE
TOC - ii
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
Section 12.30.9.314.
Section 12.30.9.315.
Section 12.30.9.316.
SUBPART 3.
PRIORITY ......................................................................................................................... 56
Section 12.30.9.317.
Section 12.30.9.318.
Section 12.30.9.319.
Section 12.30.9.320.
Section 12.30.9.321.
Section 12.30.9.322.
Section 12.30.9.323.
Section 12.30.9.324.
Section 12.30.9.325.
Section 12.30.9.326.
Section 12.30.9.327.
Section 12.30.9.328.
Section 12.30.9.329.
Section 12.30.9.330.
Section 12.30.9.331.
Section 12.30.9.332.
Section 12.30.9.333.
Section 12.30.9.334.
Section 12.30.9.335.
Section 12.30.9.336.
Section 12.30.9.337.
Section 12.30.9.338.
Section 12.30.9.339.
Section 12.30.9.340.
Section 12.30.9.341.
Section 12.30.9.342.
PART 4.
Interests That Take Priority Over Security Interest ................................. 56
No Interest Retained in Right to Payment That is Sold; Rights
and Title of Seller of Account or Chattel Paper With Respect to
Creditors and Purchasers ............................................................................ 58
Rights and Title of Consignee With Respect to Creditors and
Purchasers..................................................................................................... 58
Buyer of Goods .............................................................................................. 58
Licensee of General Intangible and Lessee of Goods in Ordinary
Course of Business........................................................................................ 59
Priorities Among Conflicting Security Interests in and
Agricultural Liens on Same Collateral ....................................................... 59
Future Advances ........................................................................................... 61
Priority of Purchase-Money Security Interests .......................................... 62
Priority of Security Interests in Transferred Collateral ............................ 64
Priority of Security Interests Created by New Debtor............................... 65
Priority of Security Interests in Deposit Account ...................................... 65
Priority of Security Interests in Investment Property ............................... 65
Priority of Security Interests in Letter-of-Credit Right ............................. 66
Priority of Purchaser of Chattel Paper or Instrument ............................... 67
Priority of Rights of Purchasers of Instruments, Documents, and
Securities Under Other Articles; Priority of Interests in Financial
Assets and Security Entitlements Under Article 8 .................................... 68
Transfer of Money; Transfer of Funds From Deposit Account .................. 68
Priority of Certain Liens Arising by Operation of Law.............................. 68
Priority of Security Interests in Fixtures and Crops ................................. 69
Accessions...................................................................................................... 71
Commingled Goods ....................................................................................... 71
Priority of Security Interests in Goods Covered by Certificate of
Title................................................................................................................ 72
Priority Subject to Subordination ................................................................ 72
Priority of Security Interest or Agricultural Lien Perfected by
Filed Financing Statement Providing Certain Incorrect
Information ................................................................................................... 72
Effectiveness of Right of Recoupment or Setoff Against Deposit
Account .......................................................................................................... 73
Bank’s Rights and Duties With Respect to Deposit Account ..................... 73
Bank’s Right to Refuse to Enter Into or Disclose Existence of
Control Agreement ....................................................................................... 73
RIGHTS OF THIRD PARTIES ....................................................................................... 74
Section 12.30.9.401.
Section 12.30.9.402.
Section 12.30.9.403.
Section 12.30.9.404.
Section 12.30.9.405.
TITLE 12
Perfection by Control .................................................................................... 52
Secured Party’s Rights on Disposition of Collateral and in
Proceeds......................................................................................................... 53
Continued Perfection of Security Interest Following Change in
Governing Law .............................................................................................. 54
Alienability of Debtor’s Rights ..................................................................... 74
Secured Party Not Obligated on Contract of Debtor or in Tort ................ 74
Agreement Not to Assert Defenses Against Assignee ................................ 74
Rights Acquired by Assignee; Claims and Defenses Against
Assignee......................................................................................................... 75
Modification of Assigned Contract .............................................................. 76
CH. 12.30 UNIFORM COMMERCIAL CODE
TOC - iii
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
Section 12.30.9.406.
Section 12.30.9.407.
Section 12.30.9.408.
Section 12.30.9.409.
PART 5.
Discharge of Account Debtor; Notification of Assignment;
Identification and Proof of Assignment; Restrictions on
Assignment of Accounts, Chattel Paper, Payment Intangibles,
and Promissory Notes Ineffective ................................................................ 76
Restrictions on Creation or Enforcement of Security Interest in
Leasehold Interest or in Lessor’s Residual Interest .................................. 78
Restrictions on Assignment of Promissory Notes, Health CareInsurance Receivables, and Certain General Intangibles
Ineffective ...................................................................................................... 79
Restrictions on Assignment of Letter-of-Credit Rights Ineffective ........... 81
FILING.............................................................................................................................. 82
Section 12.30.9.501.
Section 12.30.9.502.
Section 12.30.9.503.
Section 12.30.9.504.
Section 12.30.9.505.
Section 12.30.9.506.
Section 12.30.9.507.
Section 12.30.9.508.
Section 12.30.9.509.
Section 12.30.9.510.
Section 12.30.9.511.
Section 12.30.9.512.
Section 12.30.9.513.
Section 12.30.9.514.
Section 12.30.9.515.
Section 12.30.9.516.
Section 12.30.9.517.
Section 12.30.9.518.
Section 12.30.9.519.
Section 12.30.9.520.
Filing; Acceptance, Refusal, and Effectiveness of Financing
Statements; Administration ........................................................................ 82
Contents of Financing Statement; Record of Mortgage as
Financing Statement; Time of Filing Financing Statement...................... 82
Name of Debtor and Secured Party ............................................................. 83
Indication of Collateral................................................................................. 85
Filing and Compliance With Other Statutes and Treaties for
Consignments, Leases, Other Bailments, and Other Transactions .......... 85
Effect of Errors or Omissions ....................................................................... 85
Effect of Certain Events on Effectiveness of Financing Statement .......... 86
Effectiveness of Financing Statement If New Debtor Becomes
Bound by Security Agreement ..................................................................... 86
Persons Entitled to File a Record ................................................................ 87
Effectiveness of Filed Record ....................................................................... 88
Secured Party of Record ............................................................................... 88
Amendment of Financing Statement .......................................................... 88
Termination Statement ................................................................................ 89
Assignment of Powers of Secured Party of Record ..................................... 90
Duration and Effectiveness of Financing Statement; Effect of
Lapsed Financing Statement ....................................................................... 91
What Constitutes Filing; Effectiveness of Filing ....................................... 92
Effect of Indexing Errors .............................................................................. 92
Claim Concerning Inaccurate or Wrongfully Filed Record........................ 92
[Reserved] ...................................................................................................... 93
Acceptance and Refusal to Accept Record................................................... 93
PART 6.
DEFAULT ......................................................................................................................... 93
SUBPART 1.
DEFAULT AND ENFORCEMENT OF SECURITY INTERESTS ............................... 93
Section 12.30.9.601.
Section 12.30.9.602.
Section 12.30.9.603.
Section 12.30.9.604.
Section 12.30.9.605.
Section 12.30.9.606.
Section 12.30.9.607.
Section 12.30.9.608.
Section 12.30.9.609.
TITLE 12
Rights After Default; Judicial Enforcement; Consignor or Buyer
of Accounts, Chattel Paper, Payment Intangibles, or Promissory
Notes .............................................................................................................. 93
Waiver and Variance of Rights and Duties ................................................ 94
Agreement on Standards Concerning Rights and Duties .......................... 95
Procedure If Security Agreement Covers Real Property or
Fixtures ......................................................................................................... 95
Unknown Debtor or Secondary Obligor ...................................................... 96
Time for Default for Agricultural Lien........................................................ 96
Collection and Enforcement by Secured Party ........................................... 96
Application of Proceeds of Collection or Enforcement; Liability for
Deficiency and Right to Surplus .................................................................. 97
Secured Party’s Right to Take Possession After Default ........................... 98
CH. 12.30 UNIFORM COMMERCIAL CODE
TOC - iv
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
Section 12.30.9.610.
Section 12.30.9.611.
Section 12.30.9.612.
Section 12.30.9.613.
Section 12.30.9.614.
Section 12.30.9.615.
Section 12.30.9.616.
Section 12.30.9.617.
Section 12.30.9.618.
Section 12.30.9.619.
Section 12.30.9.620.
Section 12.30.9.621.
Section 12.30.9.622.
Section 12.30.9.623.
Section 12.30.9.624.
SUBPART 2.
NONCOMPLIANCE WITH ACT ..................................................................................113
Section 12.30.9.625.
Section 12.30.9.626.
Section 12.30.9.627.
Section 12.30.9.628.
PART 7.
Remedies for Secured Party’s Failure to Comply With STA ...................113
Action in Which Deficiency or Surplus is in Issue ...................................114
Determination of Whether Conduct Was Commercially
Reasonable ..................................................................................................115
Nonliability and Limitation on Liability of Secured Party;
Liability of Secondary Obligor ...................................................................116
MISCELLANEOUS PROVISIONS ...............................................................................117
Section 12.30.9.701.
TITLE 12
Disposition of Collateral After Default ....................................................... 98
Notification Before Disposition of Collateral .............................................. 99
Timeliness of Notification Before Disposition of Collateral ....................101
Contents and Form of Notification Before Disposition of
Collateral .....................................................................................................101
Contents and Form of Notification Before Disposition of
Collateral; Consumer Goods Transaction .................................................102
Application of Proceeds of Disposition; Liability for Deficiency and
Right to Surplus ..........................................................................................104
Explanation of Calculation of Surplus or Deficiency ...............................106
Rights of Transferee of Collateral .............................................................107
Rights and Duties of Certain Secondary Obligors ...................................108
Transfer of Record or Legal Title...............................................................108
Acceptance of Collateral in Full or Partial Satisfaction of
Obligation; Notification of Proposal; Effect of Acceptance;
Compulsory Disposition of Collateral........................................................109
Notification of Proposal to Accept Collateral ............................................111
Effect of Acceptance of Collateral ..............................................................111
Right to Redeem Collateral ........................................................................112
Waiver .........................................................................................................112
Severability .................................................................................................117
CH. 12.30 UNIFORM COMMERCIAL CODE
TOC - v
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
TITLE 12 • BUSINESS CODE
CHAPTER 12.30 NEZ PERCE TRIBE UNIFORM COMMERCIAL CODE
ARTICLE 1. UNIFORM COMMERCIAL CODE – GENERAL PROVISIONS
PART 1.
GENERAL PROVISIONS
Section 12.30.1.101. Short Titles
(a)
This chapter may be cited as the Nez Perce Tribe Uniform Commercial Code
(“UCC”).
(b)
Article 1 may be cited as the UCC’s General Provisions.
Section 12.30.1.102. Scope of Article
This chapter applies to a transaction to the extent that it is governed by another
article of the UCC.
Section 12.30.1.103. Construction of UCC to Promote its Purposes and
Policies; Applicability of Supplemental Principles of
Law
(a)
Since time immemorial, the Nez Perce Tribe has had the power to control the
land and resources of the Nez Perce Reservation, the power to govern those
upon the Nez Perce Reservation, and the power to establish the institutions
of government and sovereign immunity. Such power and authority shall not
be abridged by the adoption of the UCC.
(b)
Subject to subsection (a), the UCC must be liberally construed and applied to
promote its underlying purposes and policies, which are:
(1)
to simplify, clarify, and modernize the law governing commercial
transactions;
(2)
to permit the continued expansion of commercial practices through
custom, usage, and agreement of the parties;
(3)
to make uniform the law among the various jurisdictions; and
(4)
to promote economic growth of the Nez Perce Tribe and its members,
on and off the Nez Perce Reservation.
(c)
Judicial interpretations of a Uniform Commercial Code as enacted in any
jurisdiction are persuasive to the extent they interpret identical or
substantially similar language as contained in this UCC and do not conflict
with applicable Nez Perce Tribal law.
(d)
Subject to subsection (a) and (b), unless displaced by the particular provisions
of this UCC, the principles of law and equity, including the law merchant and
the law relative to capacity to contract, principal and agent, estoppel, fraud,
TITLE 12
CH. 12.30 UNIFORM COMMERCIAL CODE
Page 1 of 117
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
misrepresentation, duress, coercion, mistake, bankruptcy, and other
validating or invalidating causes supplement its provisions.
Section 12.30.1.104. Construction Against Implied Repeal
The UCC being a general act intended as a unified coverage of its subject matter, no
part of it shall be deemed to be impliedly repealed by subsequent legislation if such
construction can reasonably be avoided.
Section 12.30.1.105. Severability
If any provision or clause of the UCC or its application to any person or
circumstance is held invalid, the invalidity does not affect other provisions or
applications of the UCC which can be given effect without the invalid provision or
application, and to this end the provisions of the UCC are severable.
Section 12.30.1.106. Use of Singular and Plural; Gender
In the UCC, unless the statutory context otherwise requires:
(1)
words in the singular number include the plural, and those in the
plural include the singular; and
(2)
words of any gender also refer to any other gender.
Section 12.30.1.107. Section Captions
Section captions are part of the UCC.
Section 12.30.1.108. No Waiver of Sovereign Immunity
No part of this UCC, and no provision or action related to any transaction subject to
this UCC, shall be interpreted as any waiver (in whole or in part) of the sovereign
immunity of the Nez Perce Tribe and its related agencies and instrumentalities and
all other Tribal entities possessing sovereign immunity.
Section 12.30.1.109. Art Dealers and Artists
Title 28, Chapter 11 of the Idaho Code shall control over any conflicting provision of
this UCC.
Section 12.30.1.110. No Application to Property Not Alienable
This UCC does not apply to any property interest that is subject to federal
restrictions regarding sale, transfer, or encumbrance, including but not limited to
real property interests related to 25 U.S.C. § 483a, lease-related property interests
subject to federal approval, and per capita payments to Nez Perce Tribal members.
TITLE 12
CH. 12.30 UNIFORM COMMERCIAL CODE
Page 2 of 117
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
PART 2.
GENERAL DEFINITIONS AND PRINCIPLES OF
INTERPRETATION
Section 12.30.1.201. General Definitions
(a)
Unless the context otherwise requires, words or phrases defined in this
section, or in the additional definitions contained in other articles of this UCC
that apply to particular articles or parts thereof, have the meanings stated.
(b)
Subject to definitions contained in other articles of the Nez Perce Tribal Code
that apply to particular articles or parts thereof:
(1)
“Action,” in the sense of a judicial proceeding, includes recoupment,
counterclaim, setoff, suit in equity, and any other proceeding in which
rights are determined.
(2)
“Aggrieved party” means a party entitled to pursue a remedy.
(3)
“Agreement,” as distinguished from “contract,” means the bargain of
the parties in fact, as found in their language or inferred from other
circumstances, including course of performance, course of dealing, or
usage of trade as provided in Section 12.30.1.303.
(4)
“Bank” means a person engaged in the business of banking and
includes a savings bank, savings and loan association, credit union,
and trust company, but does not include the Nimiipuu Community
Development Fund or the Fund’s successor in interest.
(5)
“Bearer” means a person in possession of a negotiable instrument,
document of title, or certificated security that is payable to bearer or
indorsed in blank.
(6)
“Bill of lading” means a document evidencing the receipt of goods for
shipment issued by a person engaged in the business of transporting or
forwarding goods.
(7)
“Branch” includes a separately incorporated foreign branch of a bank.
(8)
“Burden of establishing” a fact means the burden of persuading the
trier of fact that the existence of the fact is more probable than its
nonexistence.
(9)
“Buyer in ordinary course of business” means a person that buys goods
in good faith, without knowledge that the sale violates the rights of
another person in the goods, and in the ordinary course from a person,
other than a pawnbroker, in the business of selling goods of that kind.
A person buys goods in the ordinary course if the sale to the person
comports with the usual or customary practices in the kind of business
in which the seller is engaged or with the seller’s own usual or
customary practices. A person that sells oil, gas, or other minerals at
the wellhead or minehead is a person in the business of selling goods of
TITLE 12
CH. 12.30 UNIFORM COMMERCIAL CODE
Page 3 of 117
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
that kind. A buyer in ordinary course of business may buy for cash, by
exchange of other property, or on secured or unsecured credit, and may
acquire goods or documents of title under a preexisting contract for
sale. Only a buyer that takes possession of the goods or has a right to
recover the goods from the seller under other applicable law may be a
buyer in ordinary course of business. “Buyer in ordinary course of
business” does not include a person that acquires goods in a transfer in
bulk or as security for or in total or partial satisfaction of a money
debt.
(10)
“Conspicuous,” with reference to a term, means so written, displayed,
or presented that 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.
(11)
“Consumer” means an individual who enters into a transaction
primarily for personal, family, or household purposes.
(12)
“Contract,” as distinguished from “agreement,” means the total legal
obligation that results from the parties’ agreement as determined by
this UCC as supplemented by any other applicable laws.
(13)
“Creditor” includes a general creditor, a secured creditor, a lien
creditor, and any representative of creditors, including an assignee for
the benefit of creditors, a trustee in bankruptcy, a receiver in equity,
and an executor or administrator of an insolvent debtor’s or assignor’s
estate.
(14)
“Defendant” includes a person in the position of defendant in a
counterclaim, cross-claim, or third-party claim.
(15)
“Delivery,” with respect to an instrument, document of title, or chattel
paper, means voluntary transfer of possession.
(16)
“Document of title” includes bill of lading, dock warrant, dock receipt,
warehouse receipt or order for the delivery of goods, and also any other
document which in the regular course of business or financing is
treated as adequately evidencing that the person in possession of it is
entitled to receive, hold, and dispose of the document and the goods it
covers. To be a document of title, a document must purport to be issued
TITLE 12
CH. 12.30 UNIFORM COMMERCIAL CODE
Page 4 of 117
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
by or addressed to a bailee and purport to cover goods in the bailee’s
possession which are either identified or are fungible portions of an
identified mass.
(17)
“Fault” means a default, breach, or wrongful act or omission.
(18)
“Fungible goods” means:
(A)
goods of which any unit, by nature or usage of trade, is the
equivalent of any other like unit; or
(B)
goods that by agreement are treated as equivalent.
(19)
“Genuine” means free of forgery or counterfeiting.
(20)
“Good faith” means honesty in fact and the observance of reasonable
commercial standards of fair dealing.
(21)
“Holder” means:
(A)
the person in possession of a negotiable instrument that is
payable either to bearer or to an identified person that is the
person in possession; or
(B)
the person in possession of a document of title if the goods are
deliverable either to bearer or to the order of the person in
possession.
(22)
“Insolvency proceeding” includes an assignment for the benefit of
creditors or other proceeding intended to liquidate or rehabilitate the
estate of the person involved.
(23)
“Insolvent” means:
(A)
having generally ceased to pay debts in the ordinary course of
business other than as a result of a bona fide dispute;
(B)
being unable to pay debts as they become due; or
(C)
being insolvent within the meaning of federal bankruptcy law.
(24)
“Money” means a medium of exchange currently authorized or adopted
by a domestic or foreign government. The term includes a monetary
unit of account established by an intergovernmental organization or by
agreement between two or more countries.
(25)
“Organization” means a person other than an individual.
(26)
“Party,” as distinguished from “third party,” means a person that has
engaged in a transaction or made an agreement subject to this UCC.
(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.
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(28)
“Present value” means the amount as of a date certain of one or more
sums payable in the future, discounted to the date certain by use of
either an interest rate specified by the parties if that rate is not
manifestly unreasonable at the time the transaction is entered into or,
if an interest rate is not so specified, a commercially reasonable rate
that takes into account the facts and circumstances at the time the
transaction is entered into.
(29)
“Purchase” means taking by sale, lease, discount, negotiation,
mortgage, pledge, lien, security interest, issue or reissue, gift, or any
other voluntary transaction creating an interest in property.
(30)
“Purchaser” means a person that takes by purchase.
(31)
“Record” means information that is inscribed on a tangible medium or
that is stored in an electronic or other medium and is retrievable in
perceivable form.
(32)
“Remedy” means any remedial right to which an aggrieved party is
entitled with or without resort to a tribunal.
(33)
“Representative” means a person empowered to act for another,
including an agent, an officer of a corporation or association, and a
trustee, executor, or administrator of an estate.
(34)
“Right” includes remedy.
(35)
“Security interest” means an interest in personal property or fixtures
which secures payment or performance of an obligation, except for
lease-purchase agreements under the Idaho Code. “Security interest”
includes any interest of a consignor and a buyer of accounts, chattel
paper, a payment intangible, or a promissory note in a transaction that
is subject to this UCC. “Security interest” does not include the special
property interest of a buyer of goods on identification of those goods to
a contract for sale under Article 2-401 of a Uniform Commercial Code
or a comparable statute of a tribal or state jurisdiction, but a buyer
may also acquire a “security interest” by complying with Article 9 of
this UCC. Except as otherwise provided in Article 2-505 of a Uniform
Commercial Code or a comparable statute of a tribal or state
jurisdiction, the right of a seller or lessor of goods under Article 2 or 2A
of a Uniform Commercial Code or a comparable statute of an
applicable jurisdiction to retain or acquire possession of the goods is
not a “security interest,” but a seller or lessor may also acquire a
“security interest” by complying with Article 9 of this UCC. The
retention or reservation of title by a seller of goods notwithstanding
shipment or delivery to the buyer under Article 2-401 of a Uniform
Commercial Code or a comparable statute of an applicable jurisdiction
is limited in effect to a reservation of a “security interest.” Whether a
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transaction in the form of a lease creates a “security interest” is
determined pursuant to the provisions of this UCC and Section
12.30.1.203.
(36)
“Send” in connection with a writing, record, or notice means:
(A)
to deposit in the mail or deliver for transmission 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, to any address reasonable
under the circumstances; or
(B)
in any other way to cause to be received any record or notice
within the time it would have arrived if properly sent.
(37)
“Signed” includes using any symbol executed or adopted with present
intention to adopt or accept a writing, including to attach or logically
associate an electronic symbol, sound, or process to or with a record.
(38)
“State” means a state of the United States, the District of Columbia,
Puerto Rico, the United States Virgin Islands, or any territory or
insular possession subject to the jurisdiction of the United States.
(39)
“Surety” includes a guarantor or other secondary obligor.
(40)
“Term” means a portion of an agreement that relates to a particular
matter.
(41)
“Unauthorized signature” means a signature made without actual,
implied, or apparent authority. The term includes a forgery.
(42)
“Warehouse receipt” means a receipt issued by a person engaged in the
business of storing goods for hire.
(43)
“Writing” includes printing, typewriting, or any other intentional
reduction to tangible form. “Written” has a corresponding meaning.
Section 12.30.1.202. Notice; Knowledge
(a)
Subject to subsection (f), a person has “notice” of a fact if the person:
(1)
has actual knowledge of it;
(2)
has received a notice or notification of it; or
(3)
from all the facts and circumstances known to the person at the time in
question, has reason to know that it exists.
(b)
“Knowledge” means actual knowledge. “Knows” has a corresponding
meaning.
(c)
“Discover,” “learn,” or words of similar import refer to knowledge rather than
to reason to know.
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(d)
A person “notifies” or “gives” a notice or notification to another person by
taking such steps as may be reasonably required to inform the other person
in ordinary course, whether or not the other person actually comes to know of
it.
(e)
Subject to subsection (f), a person “receives” a notice or notification when:
(f)
(1)
it comes to that person’s attention; or
(2)
it is duly delivered in a form reasonable under the circumstances at
the place of business through which the contract was made or at
another location held out by that person as the place for receipt of such
communications.
Notice, knowledge, or a notice or notification received by an organization is
effective for a particular transaction from the time it is brought to the
attention of the individual conducting that transaction and, in any event,
from the time it would have been brought to the individual’s attention if the
organization had exercised due diligence. An organization exercises due
diligence if it maintains reasonable routines for communicating significant
information to the person conducting the transaction and there is reasonable
compliance with the routines. Due diligence does not require an individual
acting for the organization to communicate information unless the
communication is part of the individual’s regular duties or the individual has
reason to know of the transaction and that the transaction would be
materially affected by the information.
Section 12.30.1.203. Lease Distinguished From Security Interest
(a)
Whether a transaction in the form of a lease creates a lease or security
interest is determined by the facts of each case.
(b)
A transaction in the form of a lease creates a security interest if the
consideration that the lessee is to pay the lessor for the right to possession
and use of the goods is an obligation for the term of the lease and is not
subject to termination by the lessee, and:
(1)
the original term of the lease is equal to or greater than the remaining
economic life of the goods;
(2)
the lessee is bound to renew the lease for the remaining economic life
of the goods or is bound to become the owner of the goods;
(3)
the lessee has an option to renew the lease for the remaining economic
life of the goods for no additional consideration or for nominal
additional consideration upon compliance with the lease agreement; or
(4)
the lessee has an option to become the owner of the goods for no
additional consideration or for nominal additional consideration upon
compliance with the lease agreement.
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(c)
(d)
(e)
A transaction in the form of a lease does not create a security interest merely
because:
(1)
the present value of the consideration the lessee is obligated to pay the
lessor for the right to possession and use of the goods is substantially
equal to or is greater than the fair market value of the goods at the
time the lease is entered into;
(2)
the lessee assumes risk of loss of the goods;
(3)
the lessee agrees to pay, with respect to the goods, taxes, insurance,
filing, recording, or registration fees, or service or maintenance costs;
(4)
the lessee has an option to renew the lease or to become the owner of
the goods;
(5)
the lessee has an option to renew the lease for a fixed rent that is equal
to or greater than the reasonably predictable fair market rent for the
use of the goods for the term of the renewal at the time the option is to
be performed; or
(6)
the lessee has an option to become the owner of the goods for a fixed
price that is equal to or greater than the reasonably predictable fair
market value of the goods at the time the option is to be performed.
Additional consideration is nominal if it is less than the lessee’s reasonably
predictable cost of performing under the lease agreement if the option is not
exercised. Additional consideration is not nominal if:
(1)
when the option to renew the lease is granted to the lessee, the rent is
stated to be the fair market rent for the use of the goods for the term of
the renewal determined at the time the option is to be performed; or
(2)
when the option to become the owner of the goods is granted to the
lessee, the price is stated to be the fair market value of the goods
determined at the time the option is to be performed.
The “remaining economic life of the goods” and “reasonably predictable” fair
market rent, fair market value, or cost of performing under the lease
agreement must be determined with reference to the facts and circumstances
at the time the transaction is entered into.
Section 12.30.1.204. Value
In this UCC, and except as otherwise provided under applicable laws dealing with
negotiable instruments, bank deposits, letters of credit, and bulk transfers and sale,
a person gives value for rights if the person acquires them:
(1)
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in return for a binding commitment to extend credit or for the
extension of immediately available credit, whether or not drawn upon
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and whether or not a charge-back is provided for in the event of
difficulties in collection;
(2)
as security for, or in total or partial satisfaction of, a preexisting claim;
(3)
by accepting delivery under a preexisting contract for purchase; or
(4)
in return for any consideration sufficient to support a simple contract.
Section 12.30.1.205. Reasonable Time; Seasonableness
(a)
Whether a time for taking an action required by the UCC is reasonable
depends on the nature, purpose, and circumstances of the action.
(b)
An action is taken seasonably if it is taken at or within the time agreed or, if
no time is agreed, at or within a reasonable time.
Section 12.30.1.206. Presumptions
Whenever the UCC creates a “presumption” with respect to a fact, or provides that
a fact is “presumed,” the trier of fact must find the existence of the fact unless and
until evidence is introduced that supports a finding of its nonexistence.
PART 3.
TERRITORIAL APPLICABILITY AND GENERAL RULES
Section 12.30.1.301. Choice of Law
(a)
This section represents a fundamental policy of the Nez Perce Tribe.
(b)
Except as provided hereafter in this section, this UCC shall apply to all
transactions bearing a reasonable relationship to the Nez Perce Tribe or to
any of its members.
(c)
To the extent this UCC governs a transaction, if any provision of Section
12.30.9.301 through Section 12.30.9.307 specifies the applicable law, that
provision governs and any contrary agreement is ineffective.
(d)
Notwithstanding any agreement to the contrary and except as otherwise
provided in Section 12.30.9.301 through Section 12.30.9.307, this UCC shall
apply in any:
(e)
(1)
consumer transaction in which the debtor is a member of the Nez
Perce Tribe; or
(2)
consumer transaction in which the collateral is located on the Nez
Perce Reservation.
The fact that the law of another tribe, state, or country is applicable to this
UCC shall not by itself affect the jurisdiction, venue, and sovereign immunity
of the Nez Perce Tribe and all of its related Tribal actors, officers, agencies,
and instrumentalities.
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Section 12.30.1.302. Variation by Agreement
(a)
Except as otherwise provided in Section 12.30.1.301, subsection (b) below, or
elsewhere in the UCC, the effect of provisions of the UCC may be varied by
agreement.
(b)
The obligations of good faith, diligence, reasonableness, and care prescribed
by the UCC may not be disclaimed by agreement. The parties, by agreement,
may determine the standards by which the performance of those obligations
is to be measured if those standards are not manifestly unreasonable.
Whenever the UCC requires an action to be taken within a reasonable time, a
time that is not manifestly unreasonable may be fixed by agreement.
(c)
The presence in certain provisions of the UCC of the phrase “unless otherwise
agreed,” or words of similar import, does not imply that the effect of other
provisions may not be varied by agreement under this section.
Section 12.30.1.303. Course of Performance, Course of Dealing, and Usage
of Trade
(a)
A “course of performance” is a sequence of conduct between the parties to a
particular transaction that exists if:
(1)
the agreement of the parties with respect to the transaction involves
repeated occasions for performance by a party; and
(2)
the other party, with knowledge of the nature of the performance and
opportunity for objection to it, accepts the performance or acquiesces in
it without objection.
(b)
A “course of dealing” is a sequence of conduct concerning previous
transactions between the parties to a particular transaction that is fairly to
be regarded as establishing a common basis of understanding for interpreting
their expressions and other conduct.
(c)
A “usage of trade” is any practice or method of dealing, including a commonly
known Native custom or tradition of the Nez Perce Tribe having such
regularity of observance in a place, vocation, or trade as to justify an
expectation that it will be observed with respect to the transaction in
question. The existence and scope of such a usage must be proved as facts. If
it is established that such a usage is embodied in a trade code or similar
record, the interpretation of the record is a question of law.
(d)
A course of performance or course of dealing between the parties or usage of
trade in the vocation or trade in which they are engaged or of which they are
or should be aware is relevant in ascertaining the meaning of the parties’
agreement, may give particular meaning to specific terms of the agreement,
and may supplement or qualify the terms of the agreement. A usage of trade
applicable in the place in which part of the performance under the agreement
is to occur may be so utilized as to that part of the performance.
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(e)
Except as otherwise provided in subsection (f), the express terms of an
agreement and any applicable course of performance, course of dealing, or
usage of trade must be construed whenever reasonable as consistent with
each other. If such a construction is unreasonable:
(1)
express terms prevail over course of performance, course of dealing,
and usage of trade;
(2)
course of performance prevails over course of dealing and usage of
trade; and
(3)
course of dealing prevails over usage of trade.
(f)
A course of performance is relevant to show a waiver or modification of any
term inconsistent with the course of performance.
(g)
Evidence of a relevant usage of trade offered by one party is not admissible
unless that party has given the other party notice that the court finds
sufficient to prevent unfair surprise to the other party.
Section 12.30.1.304. Obligation of Good Faith
Every contract or duty within the UCC imposes an obligation of good faith in its
performance and enforcement, further defined as an obligation that each party be
honest and act in a manner consistent with reasonable commercial standards of fair
dealing.
Section 12.30.1.305. Remedies to be Liberally Administered
(a)
The remedies provided by the UCC must be liberally administered to the end
that the aggrieved party may be put in as good a position as if the other party
had fully performed but neither consequential or special damages nor penal
damages may be had except as specifically provided in the UCC or by other
rule of law.
(b)
Any right or obligation declared by the UCC is enforceable by action unless
the provision declaring it specifies a different and limited effect.
Section 12.30.1.306. 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
record.
Section 12.30.1.307. Prima Facie Evidence by Third-Party Documents
A document in due form purporting to be a bill of lading, policy or certificate of
insurance, official weigher’s or inspector’s certificate, consular invoice, or any other
document authorized or required by the contract to be issued by a third party is
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prima facie evidence of its own authenticity and genuineness and of the facts stated
in the document by the third party.
Section 12.30.1.308. Performance or Acceptance Under Reservation of
Rights
(a)
A party that with explicit reservation of rights performs or promises
performance or assents to performance in a manner demanded or offered by
the other party does not thereby prejudice the rights reserved. Such words as
“without prejudice,” “under protest,” or the like are sufficient.
(b)
Subsection (a) does not apply to an accord and satisfaction.
Section 12.30.1.309. Option to Accelerate at Will
A term providing that one party or that party’s successor in interest may accelerate
payment or performance or require collateral or additional collateral “at will” or
when the party “deems itself insecure,” or words of similar import, means that the
party has power to do so only if that party in good faith believes that the prospect of
payment or performance is impaired. The burden of establishing lack of good faith
is on the party against which the power has been exercised.
Section 12.30.1.310. Subordinated Obligations
An obligation may be issued as subordinated to performance of another obligation of
the person obligated, or a creditor may subordinate its right to performance of an
obligation by agreement with either the person obligated, or another creditor of the
person obligated. Subordination does not create a security interest as against either
the common debtor or a subordinated creditor.
ARTICLE 2. [RESERVED]
ARTICLE 3. [RESERVED]
ARTICLE 4. [RESERVED]
ARTICLE 5. [RESERVED]
ARTICLE 6. [RESERVED]
ARTICLE 7. [RESERVED]
ARTICLE 8. [RESERVED]
ARTICLE 9. NEZ PERCE TRIBE SECURED TRANSACTIONS ACT
PART 1.
GENERAL PROVISIONS
Section 12.30.9.101. Short Title
(a)
Article 9 may be cited as the Nez Perce Tribe Secured Transaction Act
(“STA”).
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(b)
This Part 1 may be cited as the STA’s General Provisions.
Section 12.30.9.102. General Definitions
(a)
In the STA:
(1)
“Accession” means goods that are physically united with other goods in
such a manner that the identity of the original goods is not lost.
(2)
“Account,” (except as used in “account for”):
(A)
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means a right to payment of a monetary obligation, whether or
not earned by performance:
(i)
for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of;
(ii)
for services rendered or to be rendered;
(iii)
for a policy of insurance issued or to be issued;
(iv)
for a secondary obligation incurred or to be incurred;
(v)
for energy provided or to be provided;
(vi)
for the use or hire of a vessel under a charter or other
contract;
(vii)
arising out of the use of a credit or charge card or
information contained on or for use with the card; or
(viii)
as winnings in a lottery or other game of chance operated
or sponsored by a tribe, governmental unit of a tribe, a
person licensed or authorized by a tribe or governmental
unit of a tribe to operate the game, a state, governmental
unit of a state, or person licensed or authorized to operate
the game by a state or governmental unit of a state.
(B)
includes health care-insurance receivables; and
(C)
does not include:
(i)
rights to payment evidenced by chattel paper or an
instrument;
(ii)
commercial tort claims;
(iii)
deposit accounts;
(iv)
securities or investment accounts, including assets held in
investment accounts;
(v)
letter-of-credit rights or letters of credit; or
(vi)
rights to payment for money or funds advanced or sold,
other than rights arising out of the use of a credit or
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charge card or information contained on or for use with
the card.
(3)
“Account debtor” means a person obligated on an account, chattel
paper, or general intangible. The term does not include a person
obligated to pay a negotiable instrument, even if the instrument
constitutes part of chattel paper.
(4)
“Accounting” (except as used in “accounting for”) means a record:
(5)
(A)
authenticated by a secured party;
(B)
indicating the aggregate unpaid secured obligation as of a date
not more than 35 days earlier or 35 days later than the date of
the record; and
(C)
identifying the components of the obligations in reasonable
detail.
“Agricultural lien” means an interest, other than a security interest, in
farm products:
(A)
(B)
(C)
(6)
(i)
goods or services furnished in connection with a debtor’s
farming operation; or
(ii)
rent on real property leased by a debtor in connection
with its farming operation;
which is created by statute in favor of a person that:
(i)
in the ordinary course of its business, furnished goods or
services to a debtor in connection with a debtor’s farming
operation; or
(ii)
leased real property to a debtor in connection with the
debtor’s farming operation; and
whose effectiveness does not depend on the person’s possession
of the personal property.
“As-extracted collateral” means:
(A)
(B)
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which secures payment or performance of an obligation for:
oil, gas, or other minerals that are subject to a security interest
that:
(i)
is created by a debtor having an interest in the minerals
before extraction; and
(ii)
attaches to the minerals as extracted; or
accounts arising out of the sale at the wellhead or minehead of
oil, gas, or other minerals in which the debtor had an interest
before extraction.
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(7)
“Authenticate” means:
(A)
to sign; or
(B)
to execute or otherwise adopt a symbol or encrypt or similarly
process a record in whole or in part, with the present intent of
the authenticating person to identify the person and adopt or
accept a record in whole or in part, with the present intent of the
authenticating person to identify the person and adopt or accept
a record.
(8)
“Cash proceeds” means money, checks, deposit accounts, or the like.
(9)
“Certificated security” means a security that is represented by a
certificate.
(10)
“Certificate of title” means a certificate of title with respect to which a
statute provides for the security interest in question to be indicated on
the certificate as a condition or result of the security interests
obtaining priority over the rights of a lien creditor with respect to the
collateral.
(11)
“Chattel paper” means a record or records that evidence both a
monetary obligation and a security interest in specific goods, a security
interest in specific goods and software used in the goods, a security
interest in specific goods and license of software used in the goods, a
lease of specific goods, or a lease of specific goods and license of
software used in the goods. A monetary obligation means an obligation
secured by the goods or owed under a lease of the goods and includes
such an obligation with respect to software used in the goods. The term
does not include:
(12)
(13)
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(A)
charters or contracts involving the use or hire of a vessel or
(B)
records that evidence a right to payment arising out of the use of
a credit or charge card, or information contained on or for use
with the card. If a transaction is evidenced by records that
include an instrument or series of instruments, the group of
records taken together constitutes chattel paper.
“Collateral” means the property subject to a security interest. The term
includes:
(A)
proceeds to which a security interest attaches;
(B)
accounts, chattel paper, payment intangibles, and promissory
notes that have been sold; and
(C)
goods that are the subject of a consignment.
“Commercial tort claim” means a claim arising in tort with respect to
which:
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(A)
the claimant is an organization; or
(B)
the claimant is an individual and the claim:
(i)
arose in the course of the claimant’s business or
profession; and
(ii)
does not include damages arising out of personal injury to
or the death of an individual; and
(iii)
does not include a claim for liability for damages to person
or property that contains an issue of Nez Perce Tribal
culture as a material and substantial element of the claim
or damages.
(14)
“Commodity account” means an account maintained by a commodity
intermediary in which a commodity contract is carried for a commodity
customer.
(15)
“Commodity contract” means a commodity futures contract, an option
on a commodity futures contract, a commodity option, or another
contract if the contract or option is:
(A)
traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract
pursuant to federal commodities laws; or
(B)
traded on a foreign commodity board of trade, exchange, or
market, and is carried on the books of a commodity intermediary
for a commodity customer.
(16)
“Commodity customer” means a person for which a commodity
intermediary carries a commodity contract on its books.
(17)
“Commodity intermediary” means a person that:
(18)
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(A)
is registered as a futures commission merchant under federal
commodities law; or
(B)
in the ordinary course of its business, provides clearance or
settlement services for a board of trade that has been designated
as a contract market pursuant to federal commodities law.
“Communicate” means:
(A)
to send a written or other tangible record;
(B)
to transmit a record by any means agreed upon by the persons
sending and receiving the record; or
(C)
in the case of transmission of a record to or by a filing office, to
transmit a record by any means prescribed by filing-office rule.
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(19)
“Consignee” means a merchant to which goods are delivered in a
consignment.
(20)
“Consignment” means a transaction, regardless of its form, in which a
person delivers goods to a merchant for the purpose of sale and:
(A)
the merchant:
(i)
deals in goods of that kind under a name other than the
name of the person making delivery;
(ii)
is not an auctioneer; and
(iii)
is not generally known by its creditors to be substantially
engaged in selling the goods of others;
(B)
with respect to each delivery, the aggregate value of the goods is
$3,000 or more at the time of delivery;
(C)
the goods are not consumer goods immediately before delivery;
and
(D)
the transaction does not create a security interest that secures
an obligation.
(21)
“Consignor” means a person that delivers goods to a consignee in a
consignment.
(22)
“Consumer debtor” means a debtor in a consumer transaction.
(23)
“Consumer goods” means goods that are used or bought for use
primarily for personal, family, or household purposes.
(24)
“Consumer transaction” means a transaction in which
(25)
(A)
an individual incurs an obligation primarily for personal, family,
or household purposes; and
(B)
a security interest secures the obligation.
“Continuation statement” means an amendment of a financing
statement which:
(A)
identifies, by its file number, the initial financing statement to
which it relates; and
(B)
indicates that it is a continuation statement for, or that it is filed
to continue the effectiveness of, the identified financing
statement.
(26A) “Control,” with respect to a certificated security in registered form,
means that the certificate is delivered to the purchaser and
(A)
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indorsed to the secured party or in blank by an effective
indorsement; or
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(B)
registered in the name of the secured party, upon original issue
or registration of transfer by the issuer.
(26B) “Control,” with respect to an investment account, means that
(A)
the secured party has become the holder of the investment
account;
(B)
the investment intermediary has agreed that it will comply with
orders relating to the investment account originated by the
secured party without further consent by the holder of the
investment account;
(C)
another person has control of the investment account on behalf
of the secured party or, having previously acquired control of the
investment account, acknowledges that it has control on behalf
of the secured party; or
(D)
a security interest has been granted by the holder of the
investment account to the holder’s own investment
intermediary.
(26C) “Control,” with respect to mutual fund shares that are not in an
investment account, means that
(27)
(A)
the mutual fund shares have been delivered to the secured party
under applicable law; or
(B)
the issuer of the mutual fund shares has agreed that it will
comply with instructions originated by the secured party
without further consent by the debtor.
“Debtor” means:
(A)
a person having an interest, other than a security interest or
other lien, in the collateral, whether or not the person is an
obligor on the debt secured;
(B)
a seller of accounts, chattel paper, payment intangibles, or
promissory notes: or
(C)
a consignee.
(28)
“Deposit account” means a demand, time, savings, passbook, or similar
account maintained with a bank. The term does not include
investment property or accounts evidenced by an instrument.
(29)
“Document” means a record
(A)
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that in the regular course of business or financing is treated as
adequately evidencing that the person in possession or control of
the record is entitled to receive, control, hold, and dispose of the
record and the goods the record covers; and
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(B)
that purports to be issued by or addressed to a bailee and to
cover goods in the bailee’s possession which are either identified
or are fungible portions of an identified mass. The term includes
a bill of lading, transport document, dock warrant, dock receipt,
warehouse receipt, and order for delivery of goods.
(30)
“Electronic chattel paper” means chattel paper evidenced by a record
or records consisting of information stored in an electronic medium.
(31)
“Encumbrance” means a right, other than an ownership interest, in
real property. The term includes mortgages and other liens on real
property.
(32)
“Equipment” means goods other than inventory, farm products, or
consumer goods.
(33)
“Farm products” means goods, other than standing timber, with
respect to which the debtor is engaged in a farming operation and
which are:
(A)
crops grown, growing, or to be grown, including:
(i)
crops produced on trees, vines, and bushes; and
(ii)
aquatic goods produced in aquacultural operations;
(B)
livestock, born or unborn, including wild game or aquatic goods
produced in aquacultural operations;
(C)
supplies used or produced in a farming operation; or
(D)
products of crops or livestock in their unmanufactured states.
(34)
“Farming operation” means raising, cultivating, propagating,
fattening, grazing, or any other farming, livestock, wild game, or
aquacultural operation.
(35)
“File number” means the number assigned to an initial financing
statement pursuant to the required filing system adopted by this STA.
(36)
“Filing office” means an office designated pursuant to the required
filing system adopted by this STA.
(37)
“Filing-office rule” means a rule adopted pursuant to the required
filing system adopted by this STA.
(38)
“Financing statement” means a record or records composed of an initial
financing statement and any filed record relating to the initial
financing statement.
(39)
“Fixture filing” means the filing of a financing statement covering
goods that are, or are to become, fixtures and satisfying the
requirements of this STA relating to contents of financing statements.
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The term includes the filing of a financing statement covering goods of
a transmitting utility which are or are to become fixtures.
(40)
“Fixtures” means goods that have become so related to particular real
property that an interest in them arises under real property law.
(41)
“General intangible” means any personal property, including things in
action, other than accounts, chattel paper, commercial tort claims,
deposit accounts, documents, goods, instruments, securities,
investment accounts, letter-of-credit rights, letters of credit, and oil,
gas, or other minerals before extraction. The term includes payment
intangibles and software.
(42)
“Goods” means all things that are movable when a security interest
attaches.
(A)
(B)
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The term includes:
(i)
fixtures;
(ii)
standing timber that is to be cut and removed under a
conveyance or contract for sale;
(iii)
the unborn young of animals;
(iv)
crops grown, growing, or to be grown, even if the crops are
produced on trees, vines, or bushes;
(v)
manufactured homes; and
(vi)
a computer program embedded in goods and any
supporting information provided in connection with a
transaction relating to the program if:
(I)
the program is associated with the goods in such a
manner that it customarily is considered part of the
goods; or
(II)
by becoming the owner of the goods, a person
acquires a right to use the program in connection
with the goods.
The term does not include:
(i)
a computer program embedded in goods that consist
solely of the medium in which the program is embedded;
(ii)
accounts, chattel paper, commercial tort claims, deposit
accounts, documents, general intangibles, instruments,
securities, investment accounts, letter-of-credit rights,
letters of credit, money, or oil, gas, or other minerals
before extraction; or
(iii)
a manufactured home converted to real property.
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(43)
“Governmental unit” means to the extent not further defined by this
STA and the Nez Perce Tribal law, a subdivision, agency, department,
county, parish, municipality, or other unit of the government of the
United States, a state, tribe, or a foreign country. The term includes an
organization having a separate corporate existence if the organization
is eligible to issue debt on which interest is exempt from income
taxation under the laws of the United States.
(44)
“Health care-insurance receivable” means an interest in or claim under
a policy of insurance which is a right to payment of a monetary
obligation for health care goods or services provided or to be provided.
(45)
“Instrument” means a negotiable instrument or any other writing that
evidences a right to the payment of a monetary obligation, is not itself
a security agreement or lease, and is of a type that in ordinary course
of business is transferred by delivery with any necessary indorsement
or assignment. The term does not include:
(46)
(A)
a security or an investment account;
(B)
a letter of credit;
(C)
a writing that evidences a right to payment arising out of the
use of a credit or charge card or information contained on or for
use with the card;
(D)
a writing that does not contain a promise or order to pay; or
(E)
a writing that is expressly nontransferable or nonassignable.
“Inventory” means goods, other than farm products, which:
(A)
are leased by a person as lessor;
(B)
are held by a person for sale or lease or to be furnished under a
contract of service;
(C)
are furnished by a person under a contract of service; or
(D)
consist of raw materials, work in process, or materials used or
consumed in a business.
(47)
“Investment account” means a financial account maintained by an
investment intermediary to which securities or commodity contracts
are or may be credited by agreement.
(48)
“Investment property” means a security, whether certificated or
uncertificated, security entitlement, securities account, commodity
contract, or commodity account.
(49)
“Investment intermediary” means a securities intermediary under
applicable law or a commodity intermediary under applicable law.
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(50)
“Jurisdiction of organization,” with respect to a registered organization,
means the jurisdiction under whose law the organization is organized,
provided that for any tribal corporation chartered under 25 U.S.C. §
477, the relevant jurisdiction shall be the jurisdiction of the tribe, or if
multiple tribes involved as owners any of the member owner tribes,
that received the relevant federal charter.
(51)
“Letter-of-credit right” means a right to payment or performance under
a letter of credit, whether or not the beneficiary has demanded or is at
the time entitled to demand payment or performance. The term does
not include the right of a beneficiary to demand payment or
performance under a letter of credit.
(52)
“Lien creditor” means:
(A)
a creditor that has acquired a lien on the property involved by
attachment, levy, or the like;
(B)
an assignee for benefit of creditors from the time of assignment;
(C)
a trustee in bankruptcy from the date of the filing of the
petition; or
(D)
a receiver in equity from the time of appointment.
(53)
“Manufactured home” means any structure meeting the definitional
requirements found under 42 U.S.C § 5402(6) (2004), as the same may
be amended from time to time.
(54)
“Manufactured-home transaction” means a secured transaction:
(A)
that creates a purchase-money security interest in a
manufactured home, other than a manufactured home held as
inventory; or
(B)
in which a manufactured home, other than a manufactured
home held as inventory, is the primary collateral.
(55)
“Mortgage” means a consensual interest in real property, including
fixtures, which secures payment or performance of an obligation.
(56)
“New debtor” means a person that becomes bound as debtor under this
STA by a security agreement previously entered into by another
person.
(57)
“New value” means:
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(A)
money;
(B)
money’s worth in property, services, or new credit; or
(C)
release by a transferee of an interest in property previously
transferred to the transferee. The term does not include an
obligation substituted for another obligation.
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(58)
“Noncash proceeds” means proceeds other than cash proceeds.
(59)
“Obligor” means a person that, with respect to an obligation secured by
a security interest in or an agricultural lien on the collateral,
(A)
owes payment or other performance of the obligation,
(B)
has provided property other than the collateral to secure
payment of other performance of the obligation, or
(C)
is otherwise accountable in whole or in part for payment or other
performance of the obligation. The term does not include issuers
or nominated persons under a letter of credit.
(60)
“Original debtor” means a person that as a debtor entered into a
security agreement to which a new debtor has become bound under
Section 12.30.9.202.
(61)
“Payment intangible” means a general intangible under which the
account debtor’s principal obligation is a monetary obligation.
(62)
“Person related to,” with respect to an individual, means
(63)
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(A)
the spouse of the individual;
(B)
a brother, brother-in-law, sister, or sister-in-law of the
individual;
(C)
a grandparent, grandchild, parent, daughter, or son of the
individual or individual’s spouse; or
(D)
any other relative, by blood or marriage, of the individual or the
individual’s spouse who shares the same home as the individual
or individual’s spouse and treats that home as a primary
residence.
“Person related to,” with respect to an organization, means:
(A)
a person directly or indirectly controlling, controlled by, or under
common control with the organization;
(B)
an officer or director of, or a person performing similar functions
with respect to, the organization;
(C)
an officer or director of, or a person performing similar functions
with respect to, a person described in subparagraph (A) of this
paragraph;
(D)
the spouse of an individual described in subparagraph (A), (B),
or (C) of this paragraph; or
(E)
an individual who is related by blood or marriage to an
individual described in subparagraph (A), (B), (C), or (D) of this
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paragraph and shares the same home as his/her primary
residence with the individual.
(64)
“Proceeds,” means the following property:
(A)
whatever is acquired upon the sale, lease, license, exchange, or
other disposition of collateral;
(B)
whatever is collected on, or distributed on account of, collateral;
(C)
rights arising out of collateral;
(D)
to the extent of the value of collateral, claims arising out of the
loss, nonconformity, or interference with the use of, defects or
infringement of rights in, or damage to, the collateral; or
(E)
to the extent of the value of collateral and to the extent payable
to the debtor or the secured party, insurance payable by reason
of the loss or nonconformity of, defects or infringement of rights
in, or damage to, the collateral.
(65)
“Promissory note” means an instrument that evidences a promise to
pay a monetary obligation, does not evidence an order to pay, and does
not contain an acknowledgment by a bank that the bank has received
for deposit a sum of money or funds.
(66)
“Proposal” means a record authenticated by a secured party, which
includes the terms on which the secured party is willing to accept
collateral in full or partial satisfaction of the obligation it secures
pursuant to Sections 12.30.9.620, 12.30.9.621, and 12.30.9.622 herein.
(67)
“Public-finance transaction” means a secured transaction in connection
with which
(A)
debt securities are issued;
(B)
all or a portion of the securities issued have an initial stated
maturity of at least 20 years; and
(C)
the debtor, obligor, secured party, account debtor or other person
obligated on collateral, assignor or assignee of a secured
obligation, or assignor or assignee of a security interest is, or is a
governmental unit of, the Nez Perce Tribe or a state.
(68)
“Pursuant to commitment,” with respect to an advance made or other
value given by a secured party, means pursuant to the secured party’s
obligation, whether or not a subsequent event of default or other event
not within the secured party’s control has relieved or may relieve the
secured party from its obligation.
(69)
“Registered organization” means an organization organized solely
under the laws of a single state, tribe, or the United States and as to
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which the relevant state, tribe, or the United States must maintain a
publicly accessible record showing the organization to have been
organized.
(70)
(71)
“Secondary obligor” means an obligor to the extent that:
(A)
the obligor’s obligation is secondary; or
(B)
the obligor has a right of recourse with respect to an obligation
secured by collateral against the debtor, another obligor, or
property of either.
“Secured party” means:
(A)
a person in whose favor a security interest is created or provided
for under a security agreement, whether or not any obligation to
be secured is outstanding;
(B)
a consignor;
(C)
a person to which accounts, chattel paper, payment intangibles,
or promissory notes have been sold;
(D)
a trustee, indenture trustee, agent, collateral agent, or other
representative in whose favor a security interest is created or
provided for; or
(E)
a person that holds a security interest arising under other
applicable law.
(72)
“Security agreement” means an agreement that creates or provides for
a security interest.
(73)
“Sign” means, with the present intent to authenticate any record:
(A)
to execute or adopt a tangible symbol; or
(B)
to attach or logically associate an electronic symbol, sound, or
process to or with a record.
(74)
“Software” means a computer program and any supporting information
provided in connection with a transaction relating to the program. The
term does not include a computer program that is included in the
definition of goods.
(75)
“State” means a state of the United States, the District of Columbia,
Puerto Rico, the United States Virgin Islands, or any territory or
insular possession subject to the jurisdiction of the United States,
including any political subdivision or any department, agency, or
instrumentality thereof.
(76)
“Supporting obligation” means a letter-of-credit right or secondary
obligation that supports the payment or performance of an account,
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chattel paper, a document, a general intangible, an instrument, or
investment property.
(77)
“Tangible chattel paper” means chattel paper evidenced by a record or
records consisting of information that is inscribed on a tangible
medium.
(78)
“Termination statement” means an amendment of a financing
statement which:
(79)
(A)
identifies, by its file number, the initial financing statement to
which it relates; and
(B)
indicates either that it is a termination statement or that the
identified financing statement is no longer effective.
“Transmitting utility” means a person primarily engaged in the
business of:
(A)
operating a railroad, subway, street railway, or trolley bus;
(B)
transmitting communications electrically, electromagnetically,
or by light;
(C)
transmitting goods by pipeline or sewer; or
(D)
transmitting or producing and transmitting electricity, steam,
gas, or water.
(80)
“Tribal business day” means a day on which the offices of the
government of the Nez Perce Tribe are open for conduct of their
ordinary business.
(81)
“Tribal land” means all the land within the exterior boundaries of the
Nez Perce Reservation and all land held in trust for the Nez Perce
Tribe or a member of the Nez Perce Tribe outside the exterior
boundaries of the Nez Perce Reservation.
(b)
To the extent any additional terms are necessarily implicated by this STA,
the definition of these terms under the relevant Uniform Commercial Code
statutes of the state of Idaho will apply, but only to the extent not in conflict
with Nez Perce Tribal law. Provided further, and subject to the provisions of
this STA dealing with course of performance, course of dealing, and usage of
trade (Section 12.30.1.303), the meaning of a term not defined by this STA is
to be derived from the context involved, with due consideration for
consistency in meaning with uniform principles of commercial and contract
law operative in the United States.
(c)
Article 1 of this UCC contains additional general definitions, and principles
of construction and interpretation, applicable through this Article 9.
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Section 12.30.9.103. General Scope
(a)
General Scope of Article. Except as otherwise provided in the section on
excluded transactions (Section 12.30.9.104), this STA applies to all
transactions under Section 12.30.1.301 of the UCC and also the following, if
within the jurisdiction of the Nez Perce Tribe:
(1)
any transaction, regardless of its form, that creates a security interest
in personal property or fixtures by contract;
(2)
an agricultural lien;
(3)
a sale of accounts, chattel paper, payment intangibles, or promissory
notes;
(4)
a consignment; and
(5)
any other commercial activities, including sales of goods, leases of
goods, other transactions in goods, negotiable instruments, bank
deposits and collections, funds transfers, letters of credit, documents of
title, and investment securities, to the extent those commercial
activities are implicated in clauses (1), (2), (3) or (4) of this subsection
(a).
(b)
Subject to the provisions of this STA dealing with course of performance,
course of dealing, and usage of trade (Section 12.30.1.303), the application of
this STA to a type of transaction enumerated in subsection (a)(5) is to be
derived from the context involved, with due consideration for consistency in
application with uniform principles of commercial and contract law operative
in the United States.
(c)
The application of this STA to a security interest in a secured obligation is
not affected by the fact that the obligation is itself secured by a transaction or
interest to which this STA does not apply.
Section 12.30.9.104. Excluded Transactions
This STA does not apply to:
(a)
a landlord’s lien, other than an agricultural lien;
(b)
a lien, other than an agricultural lien, given by statute or other rule of law for
services or materials, but Section 12.30.9.333 applies with respect to priority
of the lien;
(c)
property subject to Section 12.30.1.110 of this UCC;
(d)
an assignment of a claim for wages, salary, or other compensation of an
employee;
(e)
a sale of accounts, chattel paper, payment intangibles, or promissory notes as
part of a sale of the business out of which they arose;
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(f)
an assignment of accounts, chattel paper, payment intangibles, or promissory
notes which is for the purpose of collection only;
(g)
an assignment of a right to payment under a contract to an assignee that is
also obligated to perform under the contract;
(h)
an assignment of a single account, payment intangible, or promissory note to
an assignee in full or partial satisfaction of a preexisting indebtedness;
(i)
a transfer of an interest in or an assignment of a claim under a policy of
insurance, other than an assignment by or to a health care provider of a
health care-insurance receivable and any subsequent assignment of the right
to payment, but Sections 12.30.9.315 and 12.30.9.317 apply with respect to
proceeds and priorities in proceeds;
(j)
an assignment of a right represented by a judgment, other than a judgment
taken on a right to payment that was collateral;
(k)
a right of recoupment or setoff, but the section on agreements not to assert
defenses against assignees (Section 12.30.9.403) applies with respect to
defenses or claims of an account debtor;
(l)
the creation or transfer of an interest in or lien on real property, including a
lease or rents thereunder, except to the extent that provision is made for:
(1)
a fixture filing; and
(2)
security agreements covering personal and real property in Section
12.30.9.604;
(m)
an assignment of a claim arising in tort, other than a commercial tort claim,
except as provided with respect to proceeds and priorities in proceeds;
(n)
an assignment of a deposit account in a consumer transaction of a deposit
account on which checks can be drawn, except as provided with respect to
proceeds and priorities in proceeds;
(o)
a transfer by the Nez Perce Tribe or a governmental unit of the Tribe;
(p)
an applicable statute, regulation, or treaty of the United States preempts this
article;
(q)
the rights of a transferee beneficiary or nominated person under a letter of
credit are independent or superior under applicable law; or
(r)
a statute of a state, a foreign country, or a governmental unit of a state or a
foreign country, other than a statute generally applicable to security
interests, expressly governs creation, perfection, priority, or enforcement of a
security interest created by the state, country, or governmental unit.
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Section 12.30.9.105. Administration of STA; Authority to Promulgate
Regulations
The Nez Perce Tribal Executive Committee is charged with the administration of
this STA. The Nez Perce Tribal Executive Committee may promulgate regulations
necessary for the effective implementation and enforcement of this STA.
Section 12.30.9.106. Purchase-Money Security Interest; Application of
Payments; Burden of Establishing
(a)
(b)
(c)
(d)
Definitions. In this section:
(1)
“Purchase-money collateral” means goods or software that secures a
purchase-money obligation incurred with respect to that collateral.
(2)
“Purchase-money obligation” means an obligation of an obligor
incurred as all or part of the price of the collateral or for value given to
enable the debtor to acquire rights in or the use of the collateral if the
value is in fact so used.
Purchase money security interest in goods. A security interest in goods
is a purchase-money security interest:
(1)
to the extent that the goods are purchase-money collateral with respect
to that security interest;
(2)
if the security interest is in inventory that is or was purchase-money
collateral, also to the extent that the security interest secures a
purchase-money obligation incurred with respect to other inventory in
which the secured party holds or held a purchase-money security
interest; and
(3)
also, to the extent that the security interest secures a purchase-money
obligation incurred with respect to software in which the secured party
holds or held a purchase-money security interest.
Purchase money security interest in software. A security interest in
software is a purchase-money security interest to the extent that the security
interest also secures a purchase-money obligation incurred with respect to
goods in which the secured party holds or held a purchase-money security
interest if:
(1)
the debtor acquired its interest in the software in an integrated
transaction in which it acquired an interest in the goods; and
(2)
the debtor acquired its interest in the software for the principal
purpose of using the software in the goods.
Consignor’s inventory purchase-money security interest. The security
interest of a consignor in goods that are the subject of a consignment is a
purchase-money security interest in inventory.
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(e)
(f)
Application of payment in non-consumer transaction. In a transaction
other than a consumer transaction, if the extent to which a security interest
is a purchase-money security interest depends on the application of a
payment to a particular obligation, the payment must be applied:
(1)
in accordance with any reasonable method of application to which the
parties agree;
(2)
if paragraph (1) does not apply, in accordance with the intention of the
obligor manifested at or before the time of payment; or
(3)
if neither paragraph (1) nor paragraph (2) applies, in the following
order:
(A)
to obligations that are not secured; and
(B)
if more than one obligation is secured, to obligations secured by
purchase-money security interests in the order in which those
obligations were incurred.
No loss of status of purchase-money security interest in nonconsumer goods transaction. In a transaction other than a consumer
transaction, a purchase-money security interest does not lose its status as
such, even if:
(1)
the purchase-money collateral also secures an obligation that is not a
purchase-money obligation;
(2)
collateral that is not purchase-money collateral also secures the
purchase-money obligation; or
(3)
the purchase-money obligation has been renewed, refinanced,
consolidated, or restructured.
(g)
Burden of proof in non-consumer goods transaction. In a transaction
other than a consumer-goods transaction, a secured party claiming a
purchase-money security interest has the burden of establishing the extent to
which the security interest is a purchase-money security interest.
(h)
Non-consumer-goods transactions; no inference. The limitation of the
rules in subsections (e), (f), and (g) of this section to transactions other than
consumer-goods transactions is intended to leave to the court the
determination of the proper rules in consumer-goods transactions. The court
may not infer from that limitation the nature of the proper rule in consumergoods transactions and may continue to apply established approaches.
Section 12.30.9.107. Control of Deposit Account
(a)
Requirements for control. A secured party has control of a deposit account
if:
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(b)
(1)
the secured party is the bank with which the deposit account is
maintained;
(2)
the debtor, secured party, and bank have agreed in an authenticated
record that the bank will comply with instructions originated by the
secured party directing disposition of the funds in the deposit account
without further consent by the debtor; or
(3)
the secured party becomes the bank’s customer with respect to the
deposit account.
Debtor’s right to direct disposition. A secured party that has satisfied
subsection (a) of this section has control, even if the debtor retains the right
to direct the disposition of funds from the deposit account.
Section 12.30.9.108. Control of Electronic Chattel Paper
A secured party has control of electronic chattel paper if the record or records
comprising the chattel paper are created, stored, and assigned in such a manner
that:
(1)
a single authoritative copy of the record or records exists which is
unique, identifiable and, except as otherwise provided in subsections
(4), (5), and (6) of this section, unalterable;
(2)
the authoritative copy identifies the secured party as the assignee of
the record or records;
(3)
the authoritative copy is communicated to and maintained by the
secured party or its designated custodian;
(4)
copies or revisions that add or change an identified assignee of the
authoritative copy can be made only with the participation of the
secured party;
(5)
each copy of the authoritative copy and any copy of a copy is readily
identifiable as a copy that is not the authoritative copy; and
(6)
any revision of the authoritative copy is readily identifiable as an
authorized or unauthorized revision.
Section 12.30.9.109. Control of Investment Property
(a)
Control under Idaho Code § 28, Chapter 8. A person has control of a
certificated security, uncertificated security, or security entitlement as
provided in Idaho Code § 28-8-106.
(b)
Control of commodity contract. A secured party has control of a
commodity contract if:
(1)
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the secured party is the commodity intermediary with which the
commodity contract is carried; or
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(2)
(c)
the commodity customer, secured party, and commodity intermediary
have agreed that the commodity intermediary will apply any value
distributed on account of the commodity contract as directed by the
secured party without further consent by the commodity customer.
Effect of control of securities account or commodity account. A
secured party having control of all security entitlements or commodity
contracts carried in a securities account or commodity account has control
over the securities account or commodity account.
Section 12.30.9.110. Control of Letter-of-Credit Right
A secured party has control of a letter-of-credit right to the extent of any right to
payment or performance by the issuer or any nominated person if the issuer or
nominated person has consented to an assignment of proceeds of the letter of credit
under Idaho Code § 28-5-114 or otherwise applicable law or practice.
Section 12.30.9.111. Sufficiency of Description in Security Agreement
(a)
Sufficiency of description. Except as otherwise provided in subsections (c),
(d), and (e) of this section, a description of personal or real property is
sufficient, whether or not it is specific, if it reasonably identifies what is
described.
(b)
Examples of reasonable identification. Except as otherwise provided in
subsection (d) of this section, a description of collateral reasonably identifies
the collateral if it identifies the collateral by:
(1)
specific listing;
(2)
category;
(3)
except as otherwise provided in subsection (e) of this section, a type of
collateral defined in the UCC;
(4)
quantity;
(5)
computational or allocational formula or procedure; or
(6)
except as otherwise provided in subsection (c) of this section, any other
method, if the identity of the collateral is objectively determinable.
(c)
Supergeneric description not sufficient. A description of collateral as
“all the debtor’s assets” or “all the debtor’s personal property” or using words
of similar import does not reasonably identify the collateral. However, as
provided in Section 12.30.9.504, such a description is sufficient in a financing
statement.
(d)
Investment property. Except as otherwise provided in subsection (e) of this
section, a description of a security entitlement, securities account, or
commodity account is sufficient if it describes:
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(e)
(1)
the collateral by those terms or as investment property; or
(2)
the underlying financial asset or commodity contract.
When description by type is insufficient. A description only by type of
collateral defined in this STA is an insufficient description of:
(1)
a commercial tort claim; or
(2)
in a consumer transaction, any collateral.
Section 12.30.9.112. Parties’ Power to Choose Applicable Law
(a)
Effective applicable law choices. Except as provided in subsection (b) and
unless preempted by federal law, if a transaction bears a reasonable relation
to the Nez Perce Tribe and also to another Indian tribe or nation, state, or
country, the parties may agree that the law either of the Nez Perce Tribe or
of such other tribe or nation, state, or country governs their rights and duties.
In the absence of an effective agreement, this STA applies to all transactions
bearing an appropriate relation to the Nez Perce Tribe. The fact that the law
of another Indian tribe or nation, state, or country is applicable as provided
in this section does not affect the jurisdiction or venue of the Nez Perce Tribe,
nor does it waive the sovereign immunity of the Nez Perce Tribe or of any
agency or instrumentality thereof.
(b)
Ineffective applicable law choices. An agreement otherwise effective
under subsection (a) is ineffective in any of the following cases:
(1)
in a consumer transaction;
(2)
to the extent the agreement purports to vary the provisions of Subpart
1 of Part 3 of this STA, concerning the law governing perfection and
priority; or
(3)
to the extent that application of the law of the Indian tribe or nation,
state, or country designated in the agreement would be contrary to a
fundamental policy of the Nez Perce Tribe.
PART 2.
EFFECTIVENESS, ATTACHMENT, AND RIGHTS OF PARTIES
Section 12.30.9.201. General Effectiveness of Security Agreement
(a)
General effectiveness of security agreement. Except as otherwise
provided in this STA or other applicable law, a security agreement is effective
according to its terms between the parties, against purchasers of the
collateral, and against creditors.
(b)
Applicable consumer laws and other law. A transaction subject to this
STA is subject to any applicable rule of law which establishes a different rule
for consumers and
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(1)
any other applicable tribal, federal or state statute or regulation that
regulates the rates, charges, agreements, and practices for loans, credit
sales, or other extensions of credit; and
(2)
any consumer-protection statute or regulation.
(c)
Other applicable law controls. In case of conflict between this STA and a
rule of law, statute, or regulation described in subsection (b) of this section,
the rule of law, statute, or regulation prevails. Failure to comply with a
statute or regulation described in subsection (b) of this section has only the
effect the statute or regulation specifies.
(d)
Further deference to other applicable law. This article does not
(e)
(1)
validate any rate, charge, agreement, or practice that violates a rule of
law, statute, or regulation described in subsection (b) of this section; or
(2)
extend the application of the rule of law, statute, or regulation to a
transaction not otherwise subject to it.
Title to collateral immaterial. Except as otherwise provided with respect
to consignments or sales of accounts, chattel paper, payment intangibles, or
promissory notes, the provisions of this article with regard to rights and
obligations apply whether title to collateral is in the secured party or the
debtor.
Section 12.30.9.202. Attachment and Enforceability of Security Interest;
Proceeds; Formal Requisites
(a)
Attachment. A security interest attaches to collateral when it becomes
enforceable against the debtor with respect to the collateral unless an
agreement expressly postpones the time of attachment.
(b)
Enforceability. Except as otherwise provided in subsections (c) through (g),
a security interest is enforceable against the debtor and third parties with
respect to the collateral only if:
(1)
value has been given;
(2)
the debtor has rights in the collateral or the power to transfer rights in
the collateral to a secured party; and
(3)
one of the following conditions is met:
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(A)
the debtor has authenticated a security agreement that provides
a description of the collateral and, if the security interest covers
timber to be cut, a description of the land concerned;
(B)
the collateral is not a certified security and is in the possession
of the secured party pursuant to the debtor’s security agreement
and this STA;
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(C)
the collateral is a certified security in registered form and the
secured party has control (including delivery of the security
certificate to the secured party) pursuant to the debtor’s security
agreement; or
(D)
the collateral is deposit accounts, electronic chattel paper,
investment property, or letter-of-credit rights, and the secured
party has control under Section 12.30.9.107, 12.30.9.108,
12.30.9.109, or 12.30.9.110 pursuant to the debtor’s security
agreement.
(c)
Other applicable law. Subsection (b) is subject to a collecting bank’s
interest in items under applicable law or agreement, any recognized security
interest of a letter-of-credit issuer or nominated person under applicable law
or agreement. A security interest arising under recognized sales and leases
law, and a security interest in a security or in an investment account arising
due to the purchase or delivery of the financial asset.
(d)
Proceeds. The attachment of a security interest in collateral gives the
secured party the rights to proceeds provided by this STA and is also
attachment of a security interest in a supporting obligation for the collateral.
(e)
Lien securing right to payment. The attachment of a security interest in a
right to payment or performance secured by a security interest, mortgage, or
other lien on personal or real property is also attachment of a security
interest in the security interest, mortgage, or other lien.
(f)
Certain items credited to investment account. The attachment of a
security interest in an investment account is also attachment of a security
interest in any securities or commodity contracts credited to the investment
account.
(g)
When person becomes bound by another person’s security
agreement. A person becomes bound as debtor by a security agreement
entered into by another person if, by operation of law other than this article
or by contract:
(h)
(1)
the security agreement becomes effective to create a security interest
in the person’s property; or
(2)
the person becomes generally obligated for the obligations of the other
person, including the obligation secured under the security agreement,
and acquires or succeeds to all or substantially all of the assets of the
other person.
Effect of new debtor becoming bound. If a new debtor becomes bound as
debtor by a security agreement entered into by another person:
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(1)
the agreement satisfies subsection (b)(3) of this section with respect to
existing or after-acquired property of the new debtor to the extent the
property is described in the agreement; and
(2)
another agreement is not necessary to make a security interest in the
property enforceable.
Section 12.30.9.203. After-Acquired Collateral; Future Advances
(a)
After-acquired collateral. Except as otherwise provided in subsection (b), a
security agreement may create or provide for a security interest in afteracquired collateral.
(b)
After-acquired property clause not effective. A security interest does
not attach under a term constituting an after-acquired property clause to:
(c)
(1)
consumer goods, other than an accession when given as additional
security, unless the debtor acquires rights in them within ten days
after the secured party gives value; or
(2)
a commercial tort claim.
Future advances. A security agreement may provide that collateral secures
or that accounts, chattel paper, or payment intangibles are sold in connection
with future advances or other value, whether or not the advances or value are
given pursuant to commitment.
Section 12.30.9.204. Rights and Duties When Collateral is in Secured
Party’s Possession or Control
(a)
Duty of care when secured party in possession. Except as otherwise
provided in subsection (c) of this section, a secured party shall use reasonable
care in the custody and preservation of collateral in the secured party’s
possession. In the case of chattel paper or an instrument, reasonable care
includes taking necessary steps to preserve rights against prior parties
unless otherwise agreed.
(b)
Right of repledge. A secured party having possession or control of securities
or control of an investment account may create a security interest in the
collateral.
(c)
Buyer of certain rights to payment. If the secured party is a buyer of
accounts, chattel paper, payment intangibles, or promissory notes or a
consignor:
(1)
subsection (a) does not apply unless the secured party is entitled under
an agreement:
(A)
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to charge back uncollected collateral; or
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(B)
(2)
(d)
(e)
otherwise to full or limited recourse against the debtor or a
secondary obligor based on the nonpayment or other default of
an account debtor or other obligor on the collateral; and
subsections (d) and (e) of this section do not apply.
Expenses, risks, duties, and rights when secured party in possession.
Except as otherwise provided in subsection (c) of this section, if a secured
party has possession of collateral:
(1)
reasonable expenses, including the cost of insurance and payment of
taxes or other charges, incurred in the custody, preservation, use, or
operation of the collateral are chargeable to the debtor and are secured
by the collateral;
(2)
the risk of accidental loss or damage is on the debtor to the extent of a
deficiency in any effective insurance coverage;
(3)
the secured party shall keep the collateral identifiable, but fungible
collateral may be commingled; and
(4)
the secured party may use or operate the collateral:
(A)
for the purpose of preserving the collateral or its value;
(B)
as permitted by an order of a court having competent
jurisdiction; or
(C)
except in the case of consumer goods, in the manner and to the
extent agreed by the debtor.
Duties and rights when secured party in possession or control. Except
as otherwise provided in subsection (c) of this section, a secured party having
possession of collateral or control of collateral under Section 12.30.9.107,
12.30.9.108, 12.30.9.109, or 12.30.9.110:
(1)
may hold as additional security any proceeds, except money or funds,
received from the collateral;
(2)
shall apply money or funds received from the collateral to reduce the
secured obligation, unless remitted to the debtor; and
(3)
may create a security interest in the collateral.
Section 12.30.9.205. Additional Duties of Certain Secured Parties
(a)
Applicability of Section. This section applies to cases in which there is no
outstanding secured obligation, and the secured party is not committed to
make advances, incur obligations, or otherwise give value.
(b)
Duty of secured party in control of investment account. Within ten
tribal business days after receiving a signed demand by the debtor, a secured
party having control of an investment account shall send to the investment
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intermediary with which the investment account is maintained an
authenticated statement that releases the investment intermediary from any
further obligation to comply with instructions originated by the secured
party.
(c)
(d)
Duty of a secured party having control of a deposit account under
Section 12.30.9.107 shall:
(1)
pay the debtor the balance on deposit in the deposit account; or
(2)
transfer the balance on deposit into a deposit account in the debtor’s
name.
Duty of a secured party, other than a buyer, having control of
electronic chattel paper under Section 12.30.9.108 shall:
(1)
communicate the authoritative copy of the electronic chattel paper to
the debtor or its designated custodian;
(2)
if the debtor designates a custodian that is the designated custodian
with which the authoritative copy of the electronic chattel paper is
maintained for the secured party, communicate to the custodian an
authenticated record releasing the designated custodian from any
further obligation to comply with instructions originated by the
secured party and instructing the custodian to comply with
instructions originated by the debtor; and
(3)
take appropriate action to enable the debtor or its designated
custodian to make copies of or revisions to the authoritative copy which
add or change an identified assignee of the authoritative copy without
the consent of the secured party.
(e)
Duty of a secured party having control of investment property under
Section 12.30.9.109 shall send to the securities intermediary or commodity
intermediary with which the security entitlement or commodity contract is
maintained an authenticated record that releases the securities intermediary
or commodity intermediary from any further obligation to comply with
entitlement orders or directions originated by the secured party.
(f)
Duty of a secured party having control of a letter-of-credit right
under Section 12.30.9.110 shall send to each person having an unfulfilled
obligation to pay or deliver proceeds of the letter of credit to the secured party
an authenticated release from any further obligation to pay or deliver
proceeds of the letter of credit to the secured party.
(g)
Duty of secured party if account debtor has been notified of
assignment. This subsection categorically does not apply to an assignment
constituting the sale of an account, chattel paper, or payment intangible. In
all other settings, this subsection applies if (i) there is no outstanding secured
obligation; and (ii) the secured party is not committed to make advances,
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incur obligations, or otherwise give value. Upon application of this
subsection, within ten tribal business days after receiving a signed demand
by the debtor, a secured party shall send to an account debtor that has
received notification of an assignment to the secured party as assignee under
the provisions of this STA dealing with discharge of an account debtor and
notification of an assignment, an authenticated record that releases the
account debtor from any further obligation to the secured party.
Section 12.30.9.206. [Reserved]
Section 12.30.9.207. Request for Accounting; Request Regarding List of
Collateral or Statement of Account
(a)
(b)
Definitions. In this section:
(1)
“Request” means a record of a type described in paragraph (2), (3), or
(4) of this subsection.
(2)
“Request for an accounting” means a record authenticated by a debtor
requesting that the recipient provide an accounting of the unpaid
obligations secured by collateral and reasonably identifying the
transaction or relationship that is the subject of the request, and also
containing what the debtor believes to be the aggregate amount of
unpaid indebtedness as of a specified date.
(3)
“Request regarding a list of collateral” means a record authenticated
by a debtor requesting that the recipient approve or correct a list of
what the debtor believes to be the collateral securing an obligation and
reasonably identifying the transaction or relationship that is the
subject of the request.
(4)
“Request regarding a statement of account” means a record
authenticated by a debtor requesting that the recipient approve or
correct a statement indicating what the debtor believes to be the
aggregate amount of unpaid obligations secured by collateral as of a
specified date and reasonably identifying the transaction or
relationship that is the subject of the request.
Duty to respond to requests. Subject to subsections (c), (d), (e), and (f) of
this section, a secured party, other than a buyer of accounts, chattel paper,
payment intangibles, or promissory notes or a consignor, shall comply with a
request within 14 days after receipt:
(1)
in the case of a request for an accounting, by authenticating and
sending to the debtor an accounting; and
(2)
in the case of a request regarding a list of collateral or a request
regarding a statement of account, by authenticating and sending to the
debtor an approval or correction.
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(c)
Request regarding list of collateral; statement concerning type of
collateral. A secured party that claims a security interest in all of a
particular type of collateral owned by the debtor may comply with a request
regarding a list of collateral by sending to the debtor an authenticated record
including a statement to that effect within 14 days after receipt.
(d)
Request regarding list of collateral; no interest claimed. A person that
receives a request regarding a list of collateral, and claims no interest in the
collateral when it receives the request, but claimed an interest in the
collateral at an earlier time shall comply with the request within 14 days
after receipt by sending to the debtor an authenticated record:
(e)
(f)
(1)
disclaiming any interest in the collateral; and
(2)
if known to the recipient, providing the name and mailing address of
any assignee of, or successor to, the recipient’s interest in the
collateral.
Request for accounting or regarding statement of account; no
interest in obligation claimed. A person that receives a request for an
accounting or a request regarding a statement of account, and claims no
interest in the obligations when it receives the request, but claimed an
interest in the obligations at an earlier time shall comply with the request
within 14 days after receipt by sending to the debtor an authenticated record:
(1)
disclaiming any interest in the obligations; and
(2)
if known to the recipient, providing the name and mailing address of
any assignee of, or successor to, the recipient’s interest in the
obligations.
Charges for responses. A debtor is entitled without charge to one response
to a request under this section during any six-month period. The secured
party may require payment of a charge not exceeding $25 for each additional
response.
PART 3.
PERFECTION AND PRIORITY
SUBPART 1.
LAW GOVERNING PERFECTION AND PRIORITY
Section 12.30.9.301. Law Governing Perfection and Priority of Security
Interests
Except as otherwise provided with respect to goods covered by a certificate of title
(Section 12.30.9.303), the following rules determine the law governing perfection,
the effect of perfection or non-perfection, and the priority of a security interest in
collateral:
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(1)
(2)
Except as otherwise provided in this section, the local law of the Nez
Perce Tribe governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral
(A)
if the security interest is created pursuant to this STA;
(B)
from the time that the debtor becomes subject to the jurisdiction
of the Nez Perce Tribe and the STA (Section 12.30.9.316(d) and
(e));
(C)
from the time that the collateral is transferred to a person that
thereby becomes a debtor and is subject to the jurisdiction of the
Nez Perce Tribe; and
(D)
as outlined in Section 12.30.1.301 of the UCC.
Except as provided in paragraph (3), while goods are located in a
jurisdiction, the local law of that jurisdiction governs:
(A)
perfection of a security interest in the goods by filing a fixture
filing;
(B)
perfection of a security interest in timber to be cut; and
(C)
the effect of perfection or non-perfection and the priority of the
nonpossessory security interest in the collateral.
(3)
The local law of the jurisdiction in which the wellhead or minehead is
located governs perfection, the effect of perfection or non-perfection,
and the priority of a security interest in as-extracted collateral.
(4)
This section does not determine the law governing matters not
expressly referred to herein, including attachment, validity,
characterization, and enforcement.
Section 12.30.9.302. Law Governing Perfection and Priority of Agricultural
Liens
While farm products are located in a jurisdiction, the local law of that jurisdiction
governs perfection, the effect of perfection or non-perfection, and the priority of an
agricultural lien on the farm products.
Section 12.30.9.303. Law Governing Perfection and Priority of Security
Interests in Goods Covered by a Certificate of Title
(a)
Applicability of Section. This section applies to goods covered by a
certificate of title, even if there is no other relationship between the
jurisdiction under whose certificate of title the goods are covered and the
goods of the debtor.
(b)
When goods covered by certificate of title. Goods become covered by a
certificate of title when a valid application for the certificate of title and the
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applicable fee are delivered to the appropriate authority. Goods cease to be
covered by a certificate of title at the earlier of the time the certificate of title
ceases to be effective under the law of the issuing jurisdiction or the time the
goods become covered subsequently by a certificate of title issued by another
jurisdiction.
(c)
Applicable law. The local law of the jurisdiction under whose certificate of
title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a
certificate of title from the time the goods become covered by the certificate of
title until the goods cease to be covered by the certificate of title.
Section 12.30.9.304. Law Governing Perfection and Priority of Security
Interests in Deposit Accounts
(a)
Law of bank’s jurisdiction governs. The local law of a bank’s jurisdiction
governs perfection, the effect of perfection or non-perfection, and the priority
of a security interest in a deposit account maintained with that bank.
(b)
Bank’s jurisdiction. The following rules determine a bank’s jurisdiction for
purposes of this part:
(1)
If an agreement between the bank and the debtor governing the
deposit account expressly provides that a particular jurisdiction is the
bank’s jurisdiction for purposes of this part, this article, or the Uniform
Commercial Code, that jurisdiction is the bank’s jurisdiction.
(2)
If paragraph (1) of this subsection does not apply and an agreement
between the bank and its customer governing the deposit account
expressly provides that the agreement is governed by the law of a
particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(3)
If neither paragraph (1) nor paragraph (2) of this subsection applies
and an agreement between the bank and its customer governing the
deposit account expressly provides that the deposit account is
maintained at an office in a particular jurisdiction, that jurisdiction is
the bank’s jurisdiction.
(4)
If paragraphs (1) through (3) of this subsection do not apply, the bank’s
jurisdiction is the jurisdiction in which the office identified in an
account statement as the office serving the customer’s account is
located.
(5)
If paragraphs (1) through (4) of this subsection do not apply, the bank’s
jurisdiction is the jurisdiction in which the chief executive office of the
bank is located.
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Section 12.30.9.305. Law Governing Perfection and Priority of Security
Interests in Investment Property
(a)
(b)
Governing law: General rules. Except as otherwise provided in subsection
(c) of this section, the following rules apply:
(1)
While a security certificate is located in a jurisdiction, the local law of
that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated
security represented thereby.
(2)
The local law of the issuer’s jurisdiction as specified in Idaho Code
Title 28, Chapter 8 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated
security.
(3)
The local law of the securities intermediary’s jurisdiction as specified
in Idaho Code Title 28, Chapter 8 governs perfection, the effect of
perfection or non-perfection, and the priority of a security interest in a
security entitlement or securities account.
(4)
The local law of the commodity intermediary’s jurisdiction governs
perfection, the effect of perfection or non-perfection, and the priority of
a security interest in a commodity contract or commodity account.
Commodity intermediary’s jurisdiction. The following rules determine a
commodity intermediary’s jurisdiction for purposes of this part:
(1)
If an agreement between the commodity intermediary and commodity
customer governing the commodity account expressly provides that a
particular jurisdiction is the commodity intermediary’s jurisdiction for
purposes of this part, this article, or the Uniform Commercial Code,
that jurisdiction is the commodity intermediary’s jurisdiction.
(2)
If paragraph (1) of this subsection does not apply and an agreement
between the commodity intermediary and commodity customer
governing the commodity account expressly provides that the
agreement is governed by the law of a particular jurisdiction, that
jurisdiction is the commodity intermediary’s jurisdiction.
(3)
If neither paragraph (1) nor paragraph (2) of this subsection applies
and an agreement between the commodity intermediary and
commodity customer governing the commodity account expressly
provides that the commodity account is maintained at an office in a
particular jurisdiction, that jurisdiction is the commodity
intermediary’s jurisdiction.
(4)
If paragraphs (1) through (3) of this subsection do not apply, the
commodity intermediary’s jurisdiction is the jurisdiction in which the
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office identified in an account statement as the office serving the
commodity customer’s account is located.
(5)
(c)
If paragraphs (1) through (4) of this subsection do not apply, the
commodity intermediary’s jurisdiction is the jurisdiction in which the
chief executive office of the commodity intermediary is located.
When perfection governed by law of jurisdiction where debtor
located. The local law of the jurisdiction in which the debtor is located
governs:
(1)
perfection of a security interest in investment property by filing;
(2)
automatic perfection of a security interest in investment property
created by a broker or securities intermediary; and
(3)
automatic perfection of a security interest in a commodity contract or
commodity account created by a commodity intermediary.
Section 12.30.9.306. Law Governing Perfection and Priority of Security
Interests in Letter-of-Credit Rights
This section does not apply to a security interest that is perfected only under
Section 12.30.9.308(d). In all other situations:
(a)
Governing law: Issuer’s or nominated person’s jurisdiction. The local
law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs
perfection, the effect of perfection or non-perfection, and the priority of a
security interest in a letter-of-credit right if the issuer’s jurisdiction or
nominated person’s jurisdiction is a state.
(b)
Issuer’s or nominated person’s jurisdiction. For purposes of this part, an
issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction
whose law governs the liability of the issuer or nominated person with
respect to the letter-of-credit right as provided in Idaho Code Title 28,
Chapter 5.
Section 12.30.9.307. Location of Debtor; Location of Collateral
For purposes of location of debtor only, the following rules apply:
(a)
Place of business. In this section, “place of business” means a place where a
debtor conducts its affairs.
(b)
Debtor’s location: General rules. Except as otherwise provided in this
section, the following rules determine a debtor’s location:
(1)
A debtor who is an individual is located at the individual’s principal
residence.
(2)
A debtor that is an organization and has only one place of business is
located at its place of business.
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(3)
A debtor that is an organization and has more than one place of
business is located at its chief executive office.
(c)
Limitation of applicability of subsection (b). Subsection (b) of this
section applies only if a debtor’s residence, place of business, or chief
executive office, as applicable, is located in a jurisdiction whose law generally
requires information concerning the existence of a nonpossessory security
interest to be made generally available in a filing, recording, or registration
system as a condition or result of the security interest’s obtaining priority
over the rights of a lien creditor with respect to the collateral. If subsection
(b) of this section does not apply, the debtor is located in the District of
Columbia, United States.
(d)
Continuation of location: Cessation of existence, etc. A person that
ceases to exist, have a residence, or have a place of business continues to be
located in the jurisdiction specified by subsections (b) and (c) of this section.
(e)
Location of registered organization organized under state or tribal
law.
(f)
(g)
(1)
A registered organization that is organized under the law of a state is
located in that state.
(2)
A registered organization that is organized under the law of a Native
American tribe is located in the state in which the tribe is located.
Location of registered organization organized under federal law;
bank branches and agencies. Except as otherwise provided in subsection
(i) of this section, a registered organization that is organized under the law of
the United States and a branch or agency of a bank that is not organized
under the law of the United States or a state is located:
(1)
in the state that the law of the United States designates, if the law
designates a state of location;
(2)
in the state that the registered organization, branch, or agency
designates, if the law of the United States authorizes the registered
organization, branch, or agency to designate its state of location; or
(3)
in the District of Columbia, United States if neither (1) nor (2) of this
subsection applies.
Continuation of location: change in status of registered organization.
A registered organization continues to be located in the jurisdiction specified
by subsection (e) or (f) of this section notwithstanding:
(1)
the suspension, revocation, forfeiture, or lapse of the registered
organization’s status as such in its jurisdiction of organization; or
(2)
the dissolution, winding up, or cancellation of the existence of the
registered organization.
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(h)
Location of United States. The United States is located in the District of
Columbia.
(i)
Location of foreign bank branch or agency if licensed in only one
state. A branch or agency of a bank that is not organized under the law of
the United States or a state is located in the state in which the branch or
agency is licensed, if all branches and agencies of the bank are licensed in
only one state.
(j)
Location of foreign air carrier. A foreign air carrier under the Federal
Aviation Act of 1958, as amended, is located at the designated office of the
agent upon which service of process may be made on behalf of the carrier.
(k)
Special rules for Nez Perce Tribe and entities located on Tribal
lands.
(l)
(1)
The Nez Perce Tribe is located in the state of Idaho.
(2)
An individual who resides on Tribal land is located in the state in
which such land is situated.
(3)
A place of business or chief executive office located on Tribal land is
located in the state in which such land is situated.
Collateral on Tribal land. For the purposes of location of collateral on
Tribal land, collateral on Tribal land is located in the state and county in
which such collateral would be located if the Tribal land were not Native
sovereign territory.
SUBPART 2.
PERFECTION
Section 12.30.9.308. When Security Interest is Perfected; Continuity of
Perfection
(a)
Timing of perfection of security interest. Except as otherwise provided
in this section and the next section dealing with security interests perfected
upon attachment, a security interest is perfected if it has attached and all of
the applicable requirements for perfection set forth in this STA have been
satisfied. A security interest is perfected when it attaches if the applicable
requirements are satisfied before the security interest attaches.
(b)
Continuous perfection; perfection by different methods. A security
interest is perfected continuously if it is originally perfected by one method
under this STA and is later perfected by another method under this STA,
without an intermediate period when it was unperfected.
(c)
Lien securing right to payment. Perfection of a security interest in a right
to payment or performance also perfects a security interest in a security
interest, mortgage, or other lien on personal or real property securing the
right.
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(d)
Certain items credited to investment account. Perfection of a security
interest in an investment account also perfects a security interest in any
securities or commodity contracts credited to the investment account.
(e)
Supporting obligation. Perfection of a security interest in collateral also
perfects a security interest in a supporting obligation for the collateral.
Section 12.30.9.309. Security Interest Perfected Upon Attachment
The following security interests are perfected when they attach:
(1)
a purchase-money security interest in consumer goods, except as
otherwise provided in Section 12.30.9.311(b) regarding goods subject to
certain statutes, regulations or treaties;
(2)
a security interest created by an assignment of accounts which does
not by itself or in conjunction with other assignments to the same
assignee transfer a significant part of the assignor’s outstanding
accounts;
(3)
a sale of a payment intangible or a promissory note;
(4)
a security interest created by an assignment of a health care-insurance
receivable to the provider of the health care goods or services;
(5)
a security interest created by an assignment of a beneficial interest in
a decedent’s estate; and
(6)
a security interest created by an assignment by an individual of an
account that is a right to payment of winnings in a lottery or other
game of chance.
Section 12.30.9.310. When Filing Required to Perfect Security Interest;
Security Interests to Which Filing Provisions Do Not
Apply
(a)
General rule: perfection by filing. Except as otherwise provided in
subsection (b) and the section of this STA dealing with perfection of a security
interest in money, a financing statement must be filed to perfect all security
interests.
(b)
Exceptions: filing not necessary. The filing of a financing statement is not
necessary to perfect a security interest:
(1)
that is perfected under Section 12.30.9.308(c), dealing with liens
securing rights to payment;
(2)
that is perfected when it attaches under Section 12.30.9.309;
(3)
in property subject to a statute, regulation, or treaty described in
Section 12.30.9.311(a);
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(c)
(4)
in goods in possession of a bailee which is perfected under Section
12.30.9.312(d)(1) or (2);
(5)
in certificated securities, negotiable documents, goods, or instruments
which is perfected without filing or possession under Section
12.30.9.312(e), (f), or (g);
(6)
in collateral in the secured party’s possession under Section
12.30.9.313;
(7)
in a security or an investment account perfected by control under
Section 12.30.9.314;
(8)
in proceeds which is perfected under Section 12.30.9.315; or
(9)
that is perfected under Section 12.30.9.316 relating to continued
perfection of security interests perfected under the law of another
jurisdiction.
Assignment of perfected security interest. If a secured party assigns a
perfected security interest, a filing under this STA is not required to continue
the perfected status of the security interest against creditors of and
transferees from the original debtor.
Section 12.30.9.311. Perfection of Security Interests in Property Subject to
Certain Statutes, Regulations, and Treaties
(a)
(b)
Security interest subject to other law. Except as otherwise provided in
subsection (d), the filing of a financing statement is not necessary or effective
to perfect a security interest in property subject to:
(1)
any law of the United States whose requirements for a security
interest obtaining priority over the rights of a lien creditor with respect
to the property preempt the provisions of this STA requiring that
security interests be perfected by filing;
(2)
any statutes adopted by the Nez Perce Tribe regarding certificate-oftitle related to automobiles, trailers, mobile homes, boats, farm
tractors, or the like, which provides for a security interest to be
indicated on the certificate as a condition or result of perfection, and
any central filing statute other than the one provided by this STA; or
(3)
a certificate-of-title statute of another jurisdiction which provides for a
security interest to be indicated on the certificate as a condition or
result of the security interest obtaining priority over the rights of a lien
creditor with respect to the property.
Compliance with other law. Compliance with the requirements of a
statute, regulation, or treaty described in subsection (a) for obtaining priority
over the rights of a lien creditor is equivalent to the filing of a financing
statement under this STA. Except as otherwise provided in subsection (d)
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and the provisions of this STA providing for perfection by possession when
goods covered by a certificate of title issued by one jurisdiction become
covered by a certificate of title issued by another jurisdiction, a security
interest in property subject to a statute, regulation, or treaty described in
subsection (a) may be perfected only by compliance with those requirements,
and a security interest so perfected remains perfected notwithstanding a
change in the use or transfer of possession of the collateral.
(c)
Duration and renewal of perfection. Except as otherwise provided in
subsection (d) and the provisions of this STA providing for continued
perfection when goods covered by a certificate of title issued by one
jurisdiction become covered by a certificate of title issued by another
jurisdiction, duration and renewal of perfection of a security interest
perfected by compliance with the requirements prescribed by a statute,
regulation, or treaty described in subsection (a) are governed by the statute,
regulation, or treaty. In other respects, the security interest is subject to this
STA.
(d)
Inapplicability to certain inventory. During any period in which
collateral subject to a statute specified in subsection (a)(2) is inventory held
for sale or lease by a person or leased by that person as lessor and that
person is in the business of selling goods of that kind, this section does not
apply to a security interest in that collateral created by that person.
Section 12.30.9.312. Perfection of Security Interests in Chattel Paper,
Documents, Goods Covered by Documents,
Instruments, and Money; Perfection by Permissive
Filing; Temporary Perfection Without Filing or
Transfer of Possession
(a)
Perfection by filing permitted. A security interest in chattel paper,
negotiable documents, instruments, securities, or investment accounts may
be perfected by filing.
(b)
Possession of money. Except as otherwise provided in the provisions of this
STA dealing with perfection with respect to proceeds, a security interest in
money may be perfected only by the secured party taking possession under
the provisions of this STA dealing with perfection by possession.
(c)
Goods covered by negotiable document. While goods are in the
possession of a bailee that has issued a negotiable document covering the
goods:
(1)
a security interest in the goods may be perfected by perfecting a
security interest in the document; and
(2)
a security interest perfected in the document has priority over any
security interest in the goods that becomes perfected by another
method during that time.
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(d)
Goods covered by nonnegotiable document. While goods are in the
possession of a bailee that has issued a nonnegotiable document covering the
goods, a security interest in the goods may be perfected by:
(1)
issuance of a document in the name of the secured party;
(2)
the bailee’s receipt of notification of the secured party’s interest; or
(3)
filing as to the goods.
(e)
Temporary perfection: new value. A security interest in certificated
securities, negotiable documents, or instruments is perfected without filing or
the taking of possession for a period of 20 days from the time it attaches to
the extent that it arises for new value given under a signed security
agreement.
(f)
Temporary perfection: goods or documents made available to debtor.
A perfected security interest in a negotiable document or goods in possession
of a bailee, other than one that has issued a negotiable document for the
goods, remains perfected for 20 days without filing if the secured party makes
available to the debtor the goods or documents representing the goods for the
purpose of:
(g)
(h)
(1)
ultimate sale or exchange; or
(2)
loading, unloading, storing, shipping, transshipping, manufacturing,
processing, or otherwise dealing with them in a manner preliminary to
their sale or exchange.
Temporary perfection: delivery of security certificate or instrument
to debtor. A perfected security interest in a certificated security or
instrument remains perfected for 20 days without filing if the secured party
delivers the security certificate or instrument to the debtor for the purpose of:
(1)
ultimate sale or exchange; or
(2)
presentation, collection, enforcement, renewal, or registration of
transfer.
Expiration of temporary perfection. After the 20-day period specified in
subsection (e), (f), or (g) expires, perfection depends upon compliance with
this STA.
Section 12.30.9.313. When Possession by Secured Party Perfects Security
Interest Without Filing
(a)
Perfection by possession. Except as otherwise provided in subsection (b), a
secured party may perfect a security interest in certificated securities,
negotiable documents, goods, instruments, money, or chattel paper by taking
possession of the collateral.
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(b)
Goods covered by certificate of title. With respect to goods covered by a
certificate of title issued by the Nez Perce Tribe or a state, a secured party
may perfect a security interest in the goods by taking possession of the goods
only in the circumstances described in Section 12.30.9.316(c), relating to
continued perfection of goods covered by a certificate of title.
(c)
Collateral in possession of person other than debtor. With respect to
collateral other than certificated securities and goods covered by a document,
a secured party takes possession of collateral in the possession of a person
other than the debtor, the secured party, or a lessee of the collateral from the
debtor in the ordinary course of the debtor’s business, when:
(1)
the person in possession signs a record acknowledging that it holds
possession of the collateral for the secured party’s benefit; or
(2)
the person takes possession of the collateral after having signed a
record acknowledging that it will hold possession of collateral for the
secured party’s benefit.
(d)
Time of perfection by possession; continuation of perfection. If
perfection of a security interest depends upon possession of the collateral by a
secured party, perfection occurs no earlier than the time the secured party
takes possession and continues only while the secured party retains
possession.
(e)
Acknowledgment not required. A person in possession of collateral is not
required to acknowledge that it holds possession for a secured party’s benefit.
(f)
Effectiveness of acknowledgment; no duties or confirmation. If a
person acknowledges that it holds possession for the secured party’s benefit:
(1)
the acknowledgment is effective under subsection (c), even if the
acknowledgment violates the rights of a debtor; and
(2)
unless the person otherwise agrees or law other than this STA
otherwise provides, the person does not owe any duty to the secured
party and is not required to confirm the acknowledgment to another
person.
Section 12.30.9.314. Perfection by Control
(a)
Perfection by control. A security interest in investment property, deposit
accounts, letter-of-credit rights, or electronic chattel paper may be perfected
by control of the collateral as each of the aforementioned types of collateral
can be controlled as discussed in this STA.
(b)
Specified collateral: Time of perfection by control; continuation of
perfection. A security interest in deposit accounts, electronic chattel paper,
or letter-of-credit rights is perfected by control when the secured party
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obtains control and remains perfected by control only while the secured party
retains control.
(c)
Investment property: Time of perfection by control; continuation of
perfection. A security interest in investment property is perfected by control
as this type of collateral can be controlled as discussed in the STA from the
time the secured party obtains control and remains perfected by control until:
(1)
the secured party does not have control; and
(2)
one of the following occurs:
(A)
if the collateral is a certificated security, the debtor has or
acquires possession of the security certificate;
(B)
if the collateral is an uncertificated security, the issuer has
registered or registers the debtor as the registered owner; or
(C)
if the collateral is a security entitlement, the debtor is or
becomes the entitlement holder.
Section 12.30.9.315. Secured Party’s Rights on Disposition of Collateral
and in Proceeds
(a)
(b)
Disposition of collateral: continuation of security interest; proceeds.
Except as otherwise provided in this STA and in any applicable law dealing
with entrustment of goods:
(1)
a security interest continues in collateral notwithstanding sale, lease,
license, exchange, or other disposition thereof unless the secured party
authorized the disposition free of the security interest; and
(2)
a security interest attaches to any identifiable proceeds of collateral.
When commingled proceeds identifiable. Proceeds that are commingled
with other property are identifiable proceeds:
(1)
if the proceeds are goods, to the extent provided by the provisions of
this STA dealing with commingled goods; and
(2)
if the proceeds are not goods, to the extent that the secured party
identifies the proceeds by a method of tracing, including application of
equitable principles, that is permitted under law other than this STA
with respect to commingled property of the type involved.
(c)
Perfection of security interest in proceeds. A security interest in
proceeds is a perfected security interest if the security interest in the original
collateral was perfected.
(d)
Continuation of perfection. A perfected security interest in proceeds
becomes unperfected on the 21st day after the security interest attaches to
the proceeds unless:
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(1)
(e)
the following conditions are satisfied:
(A)
a filed financing statement covers the original collateral;
(B)
the proceeds are collateral in which a security interest may be
perfected by filing in the office in which the financing statement
has been filed; and
(C)
the proceeds are not acquired with cash proceeds;
(2)
the proceeds are identifiable cash proceeds; or
(3)
the security interest in the proceeds is perfected other than under
subsection (c) when the security interest attaches to the proceeds or
within 20 days thereafter.
When perfected security interest in proceeds becomes unperfected. If
a filed financing statement covers the original collateral, a security interest
in proceeds which remains perfected under subsection (d)(1) becomes
unperfected at the later of:
(1)
when the effectiveness of the filed financing statement lapses or is
terminated under the provisions of this STA dealing with lapse or
termination; or
(2)
the 21st day after the security interest attaches to the proceeds.
Section 12.30.9.316. Continued Perfection of Security Interest Following
Change in Governing Law
(a)
(b)
General rule: effect on perfection of change in governing law. A
security interest to which this STA becomes applicable that is perfected
pursuant to the law of another jurisdiction remains perfected until the
earliest of:
(1)
the time perfection would have ceased under the law of that
jurisdiction;
(2)
the expiration of four months after the debtor becomes subject to the
jurisdiction of the Nez Perce Tribe (subsections (d) and (e)); or
(3)
the expiration of one year after a transfer of collateral to a person that
thereby becomes a debtor and is subject to the jurisdiction of the Nez
Perce Tribe.
Security interest perfected or unperfected under law of the Nez
Perce Tribe. If a security interest described in subsection (a) becomes
perfected under the law of the Nez Perce Tribe before the end of the
applicable period described in that subsection, it remains perfected thereafter
until perfection lapses in accordance with this STA. Otherwise, it becomes
unperfected and is deemed never to have been perfected as against a
purchaser of the collateral for value.
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(c)
(d)
(e)
Goods covered by certificate of title from the Nez Perce Tribe. A
security interest to which this STA becomes applicable which is perfected by
any method under the law of another jurisdiction when the goods become
covered by a certificate of title from the Nez Perce Tribe remains perfected
until the security interest would have become unperfected under the law of
the other jurisdiction had the goods not become so covered. However, the
security interest becomes unperfected as against a purchaser of the goods for
value and is deemed never to have been perfected as against a purchaser of
the goods for value, if the applicable requirements for perfection under
Section 12.30.9.311(b) or 12.30.9.313, dealing with perfection by compliance
with other law or by possession, are not satisfied before the earlier of:
(1)
the time the security interest would have become unperfected under
the law of the other jurisdiction had the goods not become covered by a
certificate of title from the Nez Perce Tribe; or
(2)
the expiration of four months after the goods had become so covered.
When debtor subject to jurisdiction of the Nez Perce Tribe for
purposes of this section. For purposes of this section only, a debtor
becomes subject to the jurisdiction of the Nez Perce Tribe if:
(1)
the debtor is an individual whose principal residence comes to be
within this jurisdiction or who becomes a member of the Nez Perce
Tribe;
(2)
the debtor is an organization, other than a registered organization, and
its sole place of business (with place of business defined as a place
where a debtor conducts its affairs) or, if it has more than one place of
business, its chief executive office, comes to be within this jurisdiction;
or
(3)
the debtor comes to be
(A)
a registered organization that is organized solely under the law
of the Nez Perce Tribe; or
(B)
incorporated under a charter issued to a tribe by the United
States Secretary of the Interior pursuant to 25 U.S.C. § 477, as
the same may be amended from time to time.
Continuation of jurisdiction: cessation of existence, etc. For purposes
of subsection (d):
(1)
a person other than a registered organization continues to be subject to
the jurisdiction of the Nez Perce Tribe notwithstanding the fact that it
ceases to exist, have a residence, or have a place of business; and
(2)
a registered organization continues to be subject to the jurisdiction of
the Nez Perce Tribe notwithstanding
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(f)
(g)
(h)
(A)
the suspension, revocation, forfeiture, or lapse of the registered
organization’s status as such; or
(B)
the dissolution, winding up, or cancellation of the existence of
the registered organization.
Possessory security interest in collateral moved to new jurisdiction.
A possessory security interest in collateral, other than goods covered by a
certificate of title and as-extracted collateral consisting of goods, remains
continuously perfected if:
(1)
the collateral is located in one jurisdiction and subject to a security
interest perfected under the law of that jurisdiction;
(2)
thereafter the collateral is brought into another jurisdiction; and
(3)
upon entry into the other jurisdiction, the security interest is perfected
under the law of the other jurisdiction.
Change in jurisdiction of bank, issuer, nominated person, securities
intermediary, or commodity intermediary. A security interest in deposit
accounts, letter-of-credit rights, or investment property which is perfected
under the law of the bank’s jurisdiction, the issuer’s jurisdiction, a nominated
person’s jurisdiction, the securities intermediary’s jurisdiction, or the
commodity intermediary’s jurisdiction, as applicable, remains perfected until
the earlier of:
(1)
the time the security interest would have become unperfected under
the law of that jurisdiction; or
(2)
the expiration of four months after a change of the applicable
jurisdiction to another jurisdiction.
Subsection (g) of this section security interest perfected or
unperfected under law of new jurisdiction. If a security interest
described in subsection (g) of this section becomes perfected under the law of
the other jurisdiction before the earlier of the time or the end of the period
described in subsection (g) of this section, it remains perfected thereafter. If
the security interest does not become perfected under the law of the other
jurisdiction before the earlier of that time or the end of that period, it
becomes unperfected and is deemed never to have been perfected as against a
purchaser of the collateral for value.
SUBPART 3.
PRIORITY
Section 12.30.9.317. Interests That Take Priority Over Security Interest
(a)
Conflicting security interests and rights of lien creditors. A security
interest or agricultural lien is subordinate to the rights of:
(1)
TITLE 12
a person entitled to priority under Section 12.30.9.322; and
CH. 12.30 UNIFORM COMMERCIAL CODE
Page 56 of 117
NEZ PERCE TRIBE REVISED CODES
As Amended through Resolution NP 24-439 (Aug. 27, 2024)
(2)
except as otherwise provided in subsection (e) of this section, a person
that becomes a lien creditor before the earlier of the time:
(A)
the security interest or agricultural lien is perfected; or
(B)
one of the conditions specified in Section 12.30.9.202(b)(3) is met
and a financing statement covering the collateral is filed.
(b)
Buyers that receive delivery. Except as otherwise provided in subsection
(e) of this section, a buyer, other than a secured party, of tangible chattel
paper, documents, goods, instruments, or a security certificate takes free of a
security interest or agricultural lien if the buyer gives value and receives
delivery of the collateral without knowledge of the security interest or
agricultural lien and before it is perfected.
(c)
Lessees that receive delivery. Except as otherwise provided in subsection
(e) of this section, a lessee of goods takes free of a security interest or
agricultural lien if the lessee gives value and receives delivery of the
collateral without knowledge of the security interest or agricultural lien and
before it is perfected.
(d)
Licensees and buyers of certain collateral. A licensee of a general
intangible or a buyer, other than a secured party, of accounts, electronic
chattel paper, general intangibles, or investment property other than a
certificated security takes free of a security interest if the licensee or buyer
gives value without knowledge of the securi
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