                                 CODE OF VIRGINIA

GOVERNING LAW (§ 8.12-107)

a. Governing law: general rule. Except as provided in subsection (b), the local
law of a controllable electronic record&#8217;s jurisdiction governs a matter
covered by this article.

b. Governing law: Section 8.12-106. For a controllable electronic record that
evidences a controllable account or controllable payment intangible, the local
law of the controllable electronic record&#8217;s jurisdiction governs a matter
covered by Section 8.12-106 unless an effective agreement determines that the
local law of another jurisdiction governs.

c. Controllable electronic record&#8217;s jurisdiction. The following rules
determine a controllable electronic record&#8217;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&#8217;s jurisdiction for purposes of this article or the
   Uniform Commercial Code, that jurisdiction is the controllable electronic
   record&#8217;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&#8217;s jurisdiction for purposes of this title or the
   Uniform Commercial Code, that jurisdiction is the controllable electronic
   record&#8217;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&#8217;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&#8217;s jurisdiction.

   5. If paragraphs (1) through (4) do not apply, the controllable electronic
   record&#8217;s jurisdiction is the District of Columbia.

d. Applicability of Title 8.12. If subsection (c)(5) applies and Title 8.12 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 Title 8.12 were in effect in the District of Columbia without
material modification. In this subsection, &#8220;Title 8.12&#8243; means
Article 12 of Uniform Commercial Code Amendments (2022).

e. Relation of matter or transaction to controllable electronic record&#8217;s
jurisdiction not necessary. To the extent subsections (a) and (b) provide that
the local law of the controllable electronic record&#8217;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&#8217;s jurisdiction.

f. Rights of purchasers determined at time of purchase. The rights acquired
under Section 8.12-104 by a purchaser or qualifying purchaser are governed by
the law applicable under this section at the time of purchase.

HISTORY: 2024, c. 652.