2024 New Mexico Statutes
Chapter 55 - Uniform Commercial Code
Article 12A - Transitional Provisions for Uniform Commercial Code Amendments (2022)
Part 2 - GENERAL TRANSITIONAL PROVISION
Section 55-12A-201 - Saving clause.
Except as provided in Sections 55-12A-301 through 55-12A-306 NMSA 1978, a transaction validly entered into before January 1, 2024 and the rights, duties and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by law other than the Uniform Commercial Code or, if applicable, the Uniform Commercial Code as though this 2023 act had not taken effect.
History: 1978 Comp., § 55-12A-201, enacted by Laws 2023, ch. 142, § 105.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Source. This Section is drawn from pre-2022 Section 10-102(2) (now withdrawn).
2. In general: Prospective application. This section is a savings clause that provides in general for the prospective application of the 2022 Amendments and the preservation of the validity of pre-effective-date transactions and the rights, duties, and interests flowing from those transactions. Part 3 provides important exceptions to this prospective application for Articles 9 and new Article 12.
3. Prospective application: Examples.
"Conspicuous." 2022 section 1-201(b)(10) provides a revised definition of "conspicuous" and revised Comment 10 provides extensive new commentary. The revised definition applies to a record that becomes a part of the relevant transaction after the effective date.
"Hybrid transaction" and "hybrid lease." The 2022 revisions of Sections 2-102 and 2A-102 address a sale of goods that is a part of a "hybrid transaction" and a lease of goods that is part of a "hybrid lease." See Sections 2-106(5) (defining "hybrid transaction") and 2A-103(1)(h.1) (defining "hybrid lease"). These revisions apply to transactions entered into after the effective date.
4. Revisions reflecting continuation of pre-effective-date precedents. Several revisions are intended to clarify and reaffirm understandings of pre-effective-date interpretations of the Uniform Commercial Code and are intended to modify some pre-effective-date judicial interpretations. Examples include (i) the amendment to Section 3-104, which clarifies that neither a choice-of-law nor a choice-of-forum clause prevents a promise from being a negotiable instrument, (ii) the amendments to Section 4A 201, which indicate that a security procedure may impose an obligation on both the receiving bank and the customer and may involve the use of symbols, sounds, or biometrics, (iii) the clarifying revision of Section 5-116, (iv) the new definitions of "assignee" and "assignor" in Section 9-102(a)(7A) and (7B), and (v) clarification in Section 9-204(b.1) as to the attachment of a security interest in consumer goods as proceeds or commingled goods and in a commercial tort claim as proceeds. However, this transitional rule will be important in situations in which the controlling pre-effective-date case law is not consistent with the amended provisions.
ANNOTATIONSEffective dates. — Laws 2023, ch. 142, § 112 made Laws 2023, ch. 142, § 105 effective January 1, 2024.
