N.Y. Uniform Commercial Code Law § 12-107: Governing Law

Section 12--107. Governing Law.

(a) Governing law: general rule. Except as provided in subsection (b),

the local law of a controllable electronic record's jurisdiction governs

a matter covered by this article.

(b) Governing law: Section 12--106. For a controllable electronic

record that evidences a controllable account or controllable payment

intangible, the local law of the controllable electronic record's

jurisdiction governs a matter covered by Section 12--106 unless an

effective agreement determines that the local law of another

jurisdiction governs.

(c) Controllable electronic record's jurisdiction. The following rules

determine a controllable electronic record's jurisdiction under this

section:

(1) If the controllable electronic record, or a record attached to or

logically associated with the controllable electronic record and readily

available for review, expressly provides that a particular jurisdiction

is the controllable electronic record's jurisdiction for purposes of

this article, that jurisdiction is the controllable electronic record's

jurisdiction.

(2) If paragraph (1) does not apply and the rules of the system in

which the controllable electronic record is recorded are readily

available for review and expressly provide that a particular

jurisdiction is the controllable electronic record's jurisdiction for

purposes of this article, that jurisdiction is the controllable

electronic record's jurisdiction.

(3) If paragraphs (1) and (2) do not apply and the controllable

electronic record, or a record attached to or logically associated with

the controllable electronic record and readily available for review,

expressly provides that the controllable electronic record is governed

by the law of a particular jurisdiction, that jurisdiction is the

controllable electronic record's jurisdiction.

(4) If paragraphs (1), (2), and (3) do not apply and the rules of the

system in which the controllable electronic record is recorded are

readily available for review and expressly provide that the controllable

electronic record or the system is governed by the law of a particular

jurisdiction, that jurisdiction is the controllable electronic record's

jurisdiction.

(5) If paragraphs (1) through (4) do not apply, the controllable

electronic record's jurisdiction is the District of Columbia.

(d) Applicability of Article 12. If subsection (c)(5) applies and

Article 12 is not in effect in the District of Columbia without material

modification, the governing law for a matter covered by this article is

the law of the District of Columbia as though Article 12 were in effect

in the District of Columbia without material modification. In this

subsection, "Article 12" means Article 12 of Uniform Commercial Code

Amendments (2022).

(e) Relation of matter or transaction to controllable electronic

record's jurisdiction not necessary. To the extent subsections (a) and

(b) provide that the local law of the controllable electronic record's

jurisdiction governs a matter covered by this article, that law governs

even if the matter or a transaction to which the matter relates does not

bear any relation to the controllable electronic record's jurisdiction.

(f) Rights of purchasers determined at time of purchase. The rights

acquired under Section 12--104 by a purchaser or qualifying purchaser

are governed by the law applicable under this section at the time of

purchase.