CHAPTER 314

An Act to amend and reenact §§ 6-422, as amended, 11-1, 55-95, 55-96,
and 55-152 as amended, of the Code of Virginia, relating, respectively,
to actions on negotiable instruments, to validity of certain contracts,
recording of certain contracts, and persons transacting business as
traders, so as to conform the same to provisions of the Uniform Com-
mercial Code.

(S 222)

Approved March 31, 1964

Be it enacted by the General Assembly of Virginia:

1. That §§ 6-422, as amended, 11-1, 55-95, 55-96, and 55-152 as amended,
of the Code of Virginia, be amended and reenacted, as follows:

§ 6-422. Upon any note, check, bill of exchange, or other instrument
which is negotiable, or which is covered by the provisions of § 8-805 of
the Uniform Commercial Code, whether the same be payable in or out of
this State, an action may be maintained and judgment given jointly
against all liable by virtue thereof, whether drawer, indorsers, or accept-
ors, or against any one or any intermediate number of them for the
principal and charges of protest if the same shall have been protested,
with interest thereon from the date of protest, and in case of such bills
for damages also.

§ 11-1. Every contract, not in writing, made in respect to real
estate or goods and chattels in consideration of marriage, or made for
the conveyance or sale of real estate, or a term therein of more than
five years, and, except as otherwise provided in § 2-402 of the Uniform
Commercial Code, every bill of sale or contract for the sale of goods and
chattels when the possession is allowed to remain with the seller, shall
be void, both at law and in equity, as to purchasers for value and without
notice and creditors.

§ 55-95. Any such contract or bill of sale as is mentioned in § 11-1,
if in writing and signed by the owner of the property, shall, from the
time it is duly admitted to record, be, as against creditors and purchasers,
as valid, so far as it affects real estate, as if the contract were a deed
conveying the estate or interest embraced in the contract, and so far as
it affects goods and chattels, as if possession had completely passed at
the time of such admission to record; provided, that as to goods whose
possession is retained by a merchant-seller the provisions of subsection
(2) of § 2-402 of the Uniform Commercial Code shall be controlling.

§ 55-96. Every such contract in writing, and every deed conveying
any such estate or term, and every deed of gift, or deed of trust, or
mortgage conveying real estate or goods and chattels and every such bill
of sale, or contract for the sale of goods and chattels, when the possession
is allowed to remain with the grantor, shall be void as to all purchasers
for valuable consideration without notice not parties thereto and lien
creditors, until and except from the time it is duly admitted to record
in the county or corporation wherein the property embraced in such
contract, deed or bill of sale may be, but the mere possession of real
estate shall not of itself be notice to purchasers thereof for value of any
interest or estate therein of the person in possession; provided, that as
to goods whose possession is retained by a merchant-seller the provisions
of subsection (2) of § 2-402 of the Uniform Commercial Code shall be
controlling. A recordation under this section shall not affect the rights of
a creditor acquired under § 55-152.

The clerk of each court in which any such instrument is by law
required to be recorded shall keep a daily index of all such instruments
admitted to record in his office, and, immediately upon admission of any
such instrument to record, the clerk shall index the same either in the
daily index or the appropriate general index of his office. All instru-
ments indexed in the daily index shall be indexed by the clerk in the
appropriate general index within ninety days after admission to record.
During the period permitted for transfer from the daily index to the
general index, indexing in the daily index shall be a sufficient compliance
with the requirements of this section as to indexing.

§ 55-152. If any person transact business as a trader, with the ad-
dition of the words “factor,” “agent,” and ‘“‘company,” or “and co.,” and
fail to disclose the name of his principal or partner by a sign in letters
easy to read, placed conspicuously at the house wherein such business
is transacted, and also by a notice published for two weeks in a news-
paper, if any, printed in the city, town or county wherein the same is
transacted, or if any person transact such business in his own name,
without any such addition, all the property, stock, and choses in action
acquired or used in such business shall, as to the creditors of any such
person, be liable for the debts of such person. This section shall not
apply to a person transacting such business under a license to him as an
auctioneer or commission merchant nor shall it apply to any * transaction
where the filing requirements of article 9 of the Uniform Commercial
Code are applicable and have been complied with.

2. tyeain Act shall be in force on and after January one, nineteen hundred
sixty-six.