Title COM, California Com. Code

This division shall apply to all lease contracts that are first made or that first become effective between the parties on or after January 1, 1990. This division shall not apply to any lease contract first made or that first became effective between the parties prior to January …

Subject to the provisions of this division on breach in installment contracts (Section 2612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2718 and 2719), if the goods or the tender of delivery fail in any respect to conform to the …

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected goods (Sections 2603 and 2604), (a) After rejection a…

(1) Subject to any security interest in the buyer (subdivision (3) of Section 2711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his possession or control to follow any reasonable instru…

Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to him or resell them for the …

(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach (a) Where the seller could have cured it if stated seaso…

(1) Acceptance of goods occurs when the buyer (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or (b) Fails to make an effective rejection (subdivisio…

(1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods accepted and, if made with knowledge of a nonconformity, cannot be revoked because of it unless the acceptance was on the reasonable assumptio…

(1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it (a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (b) Without discove…

(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assura…

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (a) For a commercially reasonable time await performance by the repudiating party; or (b…

(1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation canceled or materially changed his position or otherwise indicated that he considers the repudiation final. (2) Retraction may be by any m…

(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent. (2) The buyer may reject any installment which …

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (Section 2324) then (a) If t…

(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available,…

Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contr…

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of th…

(a) The obligation of a party to pay the instrument is discharged as stated in this division or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract. (b) Discharge of the obligation of a party is not effective against a pe…

(a) Subject to subdivision (b), an instrument is paid to the extent payment is made (1) by or on behalf of a party obliged to pay the instrument, and (2) to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the i…

(a) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract. (b) If tender of payment of an obligation to pay a…

(a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument (1) by an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation, or cancellation of the inst…

(a) In this section, the term “indorser” includes a drawer having the obligation described in subdivision (d) of Section 3414. (b) Discharge, under Section 3604, of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation pa…

(a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the g…

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstand…

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either i…

This division becomes operative January 1, 1997. (Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)

(a) This division does not affect an action or proceeding commenced before this division becomes operative. (b) If a security interest in a security is perfected at the date this division becomes operative, and the action by which the security interest was perfected would suffice…

(a) After default, a secured party has the rights provided in this chapter and, except as otherwise provided in Section 9602, those rights provided by agreement of the parties. A secured party may do both of the following: (1) Reduce a claim to judgment, foreclose, or otherwise e…

Except as otherwise provided in Section 9624, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections: (1) Subparagraph (C) of paragraph (4) of s…

(a) The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in Section 9602 if the standards are not manifestly unreasonable. (b) Subdivision (a) does not apply to th…

(a) If an obligation secured by a security interest in personal property or fixtures is also secured by an interest in real property or an estate therein: (1) The secured party may do any of the following: (A) Proceed, in any sequence, (i) in accordance with the secured party’s r…

(a) Except as provided in subdivision (b), a secured party does not owe a duty based on its status as secured party to either of the following persons: (1) To a person that is a debtor or obligor, unless the secured party knows all of the following: (A) That the person is a debto…

For purposes of this chapter, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created. (Added by Stats. 1999, Ch. 991, Sec. 35. Effective January 1, 2000.…

(a) If so agreed, and in any event after default, a secured party may do all of the following: (1) Notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party. (2) Take any proceeds to…

(a) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: (1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under Section 9607 in the following order to: (A)…

(a) After default, a secured party may do both of the following: (1) Take possession of the collateral. (2) Without removal, render equipment unusable and dispose of collateral on a debtor’s premises under Section 9610. (b) A secured party may proceed under subdivision (a) in eit…

(a) After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing. (b) Every aspect of a disposition of collateral, including the method, ma…

(a) In this section, “notification date” means the earlier of the date on which: (1) A secured party sends to the debtor and any secondary obligor a signed notification of disposition. (2) The debtor and any secondary obligor waive the right to notification. (b) Except as otherwi…

(a) Except as otherwise provided in subdivision (b), whether a notification is sent within a reasonable time is a question of fact. (b) In a transaction other than a consumer transaction, a notification of disposition sent after default and 10 days or more before the earliest tim…

(a) Except in a consumer-goods transaction, the following rules apply: (1) The contents of a notification of disposition are sufficient if the notification does all of the following: (A) It describes the debtor and the secured party. (B) It describes the collateral that is the su…

(a) In a consumer-goods transaction, the following rules apply: (1) A notification of disposition must provide all of the following information: (A) The information specified in paragraph (1) of subdivision (a) of Section 9613. (B) A description of any liability for a deficiency …

(a) A secured party shall apply or pay over for application the cash proceeds of disposition under Section 9610 in the following order to each of the following: (1) The reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the ext…

(a) In this section: (1) “Explanation” means a record that contains all of the following: (A) States the amount of the surplus or deficiency. (B) Provides an explanation in accordance with subdivision (c) of how the secured party calculated the surplus or deficiency. (C) States, …

(a) A secured party’s disposition of collateral after default does all of the following: (1) Transfers to a transferee for value all of the debtor’s rights in the collateral. (2) Discharges the security interest under which the disposition is made. (3) Discharges any subordinate …

(a) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after any of the following occurs: (1) The secondary obligor receives an assignment of a secured obligation from the secured party. (2) The secondary obligor receives a tr…

(a) In this section, “transfer statement” means a record signed by a secured party stating all of the following: (1) That the debtor has defaulted in connection with an obligation secured by specified collateral. (2) That the secured party has exercised its postdefault remedies w…