Internal prototype — noindexed, not linked from public navigation yet.

N.Y. UCC Law § 3-105

This is the official text of N.Y. UCC Law § 3-105, part of New York’s UCC Law — part of the compiled statutory law of New York, published by the state as "UCC Law." Browse the sections below, each linked to its official government source.

Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.

When Promise or Order Unconditional

Official statutory text

Section 3--105. When Promise or Order Unconditional.\n (1) A promise or order otherwise unconditional is not made conditional\nby the fact that the instrument\n (a) is subject to implied or constructive conditions; or\n (b) states its consideration, whether performed or promised, or\n the transaction which gave rise to the instrument, or that\n the promise or order is made or the instrument matures in\n accordance with or "as per" such transaction; or\n (c) refers to or states that it arises out of a separate\n agreement or refers to a separate agreement for rights as to\n prepayment or acceleration; or\n (d) states that it is drawn under a letter of credit; or\n (e) states that it is secured, whether by mortgage, reservation\n of title or otherwise; or\n (f) indicates a particular account to be debited or any other\n fund or source from which reimbursement is expected; or\n (g) is limited to payment out of a particular fund or the\n proceeds of a particular source, if the instrument is issued\n by a government or governmental agency or unit; or\n (h) is limited to payment out of the entire assets of a\n partnership, unincorporated association, trust or estate by\n or on behalf of which the instrument is issued.\n (2) A promise or order is not unconditional if the instrument\n (a) states that it is subject to or governed by any other\n agreement; or\n (b) states that it is to be paid only out of a particular fund or\n source except as provided in this section.\n

Status: in_force · Read it on the official government site

Need a lawyer in New York?

Find a New York lawyer
About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.