Guam § 91116 - Transferable Records.

§ 91116. Transferable Records.

(a) In this Section, ‘transferable record’ means an electronic record

that:

(1) would be a note under Division 3 [Commercial Paper] of the

Uniform Commercial Code or a document under Division 7

[Warehouse Receipts, Bills of Lading and Other Documents of Title] of

the Uniform Commercial Code if the electronic record were in writing;

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and

(2) the issuer of the electronic record expressly has agreed is a

transferable record.

(b) A person has control of a transferable record if a system employed

for evidencing the transfer of interests in the transferable record reliably

establishes that person as the person to which the transferable record was

issued or transferred.

(c) A system satisfies Subsection (b), and a person is deemed to have

control of a transferable record, if the transferable record is created, stored,

and assigned in such a manner that:

(1) a single authoritative copy of the transferable record exists

which is unique, identifiable, and, except as otherwise provided in

Subsections (4), (5), and (6), unalterable;

(2) the authoritative copy identifies the person asserting control

as:

(A) the person to which the transferable record was issued;

or

(B) if the authoritative copy indicates that the transferable

record has been transferred, the person to which the transferable

record was most recently transferred;

(3) the authoritative copy is communicated to and maintained by

the person asserting control 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 consent of the

person asserting control;

(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

authorized or unauthorized.

(d) Except as otherwise agreed, a person having control of a

transferable record is the holder, as defined in Division 1 § 1201(20) of the

Uniform Commercial Code, of the transferable record and has the same

rights and defenses as a holder of an equivalent record or writing under the

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Uniform Commercial Code, including, if the applicable statutory

requirements under §§ 3302, 7501, or 9303 of the Uniform Commercial

Code are satisfied, the rights and defenses of a holder in due course, a holder

to which a negotiable document of title has been duly negotiated, or a

purchaser, respectively. Delivery, possession, and endorsement are not

required to obtain or exercise any of the rights under this Subsection.

(e) Except as otherwise agreed, an obligor under a transferable record

has the same rights and defenses as an equivalent obligor under equivalent

records or writings under the Uniform Commercial Code.

(f) If requested by a person against which enforcement is sought, the

person seeking to enforce the transferable record shall provide reasonable

proof that the person is in control of the transferable record. Proof may

include access to the authoritative copy of the transferable record and related

business records sufficient to review the terms of the transferable record and

to establish the identity of the person having control of the transferable

record.