reglab/statecodes huggingface dataset:
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2702.

2702. (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this division (Section 2705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the 10-day limitation does not apply. Except as provided in this subdivision the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3) The seller’s right to reclaim under subdivision (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser under this division (Section 2403). Successful reclamation of goods excludes all other remedies with respect to them.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2703.

2703. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (Section 2612), then also with respect to the whole undelivered balance, the aggrieved seller may
(a) Withhold delivery of such goods;
(b) Stop delivery by any bailee as hereafter provided (Section 2705);
(c) Proceed under the next section respecting goods still unidentified to the contract;
(d) Resell and recover damages as hereafter provided (Section 2706);
(e) Recover damages for nonacceptance (Section 2708) or in a proper case the price (Section 2709);
(f) Cancel.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2704.

2704. (1) An aggrieved seller under the preceding section may
(a) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2705.

2705. (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(a) Receipt of the goods by the buyer; or
(b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d) Negotiation to the buyer of any negotiable document of title covering the goods.
(3) (a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
(Amended by Stats. 2006, Ch. 254, Sec. 43. Effective January 1, 2007.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2706.

2706. (1) Under the conditions stated in Section 2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this division (Section 2710), but less expenses saved in consequence of the buyer’s breach.
(2) Except as otherwise provided in subdivision (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(4) Where the resale is at public sale
(a) Only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b) It must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c) If the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d) The seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subdivision (3) of Section 2711).
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2707.

2707. (1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this division withhold or stop delivery (Section 2705) and resell (Section 2706) and recover incidental damages (Section 2710).
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2708.

2708. (1) Subject to subdivision (2) and to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this division (Section 2710), but less expenses saved in consequence of the buyer’s breach.
(2) If the measure of damages provided in subdivision (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this division (Section 2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2709.

2709. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price
(a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2710.

2710. Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyers’ breach, in connection with return or resale of the goods or otherwise resulting from the breach.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2711.

2711. (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 2612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
(a) “Cover” and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b) Recover damages for nondelivery as provided in this division (Section 2713).
(2) Where the seller fails to deliver or repudiates the buyer may also
(a) If the goods have been identified recover them as provided in the division (Section 2502); or
(b) In a proper case obtain specific performance or replevy the goods as provided in this division (Section 2716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2706).
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2712.

2712. (1) After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 2715), but less expenses saved in consequence of the seller’s breach.
(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2713.

2713. (1) Subject to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this division (Section 2715), but less expenses saved in consequence of the seller’s breach.
(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2714.

2714. (1) Where the buyer has accepted goods and given notification (subdivision (3) of Section 2607) he or she may recover, as damages for any nonconformity of tender, the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner that is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under Section 2715 also may be recovered.
(Amended by Stats. 1995, Ch. 91, Sec. 21. Effective January 1, 1996.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2715.

2715. (1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller’s breach include
(a) Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) Injury to person or property proximately resulting from any breach of warranty.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2716.

2716. (1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he or she is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(Amended by Stats. 1999, Ch. 991, Sec. 28.4. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2718.

2718. (1) Damages for breach by either party may be liquidated in the agreement subject to and in compliance with Section 1671 of the Civil Code. If the agreement provides for liquidation of damages, and such provision does not comply with Section 1671 of the Civil Code, remedy may be had as provided in this division.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:
(a) The amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subdivision (1), or
(b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars ($500), whichever is smaller.
(3) The buyer’s right to restitution under subdivision (2) is subject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of this chapter other than subdivision (1), and
(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subdivision (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his or her resale is subject to the conditions laid down in this division on resale by an aggrieved seller (Section 2706).
(Amended by Stats. 1988, Ch. 1368, Sec. 10. Operative January 1, 1990, by Sec. 18 of Ch. 1368.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2719.

2719. (1) Subject to the provisions of subdivisions (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a) The agreement may provide for remedies in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable under this division, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this code.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is invalid unless it is proved that the limitation is not unconscionable. Limitation of consequential damages where the loss is commercial is valid unless it is proved that the limitation is unconscionable.
(Amended by Stats. 1967, Ch. 703.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2720.

2720. Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2721.

2721. Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2722.

2722. Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
(a) A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the o ther;
(b) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) Either party may with the consent of the other sue for the benefit of whom it may concern.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2723.

2723. (1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Section 2708 or Section 2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this division is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this division offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2724.

2724. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
(Enacted by Stats. 1963, Ch. 819.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 7 - Remedies › Section 2725.

2725. (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by subdivision (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this code becomes effective.
(Added by Stats. 1967, Ch. 799.)
2023 California Code › Commercial Code - COM › DIVISION 2 - SALES › CHAPTER 8 - Retail Sales › Section 2801.

2801. In any retail sale of goods, if the manufacturer or seller of the goods issues a written warranty or guarantee as to the condition or quality of all or part of the goods which requires the buyer to complete and return any form to the manufacturer or seller as proof of the purchase of the goods, such warranty or guarantee shall not be unenforceable solely because the buyer fails to complete or return the form. This section does not relieve the buyer from proving the fact of purchase and the date thereof in any case in which such a fact is in issue.
The buyer must agree in writing to any waiver of this section for the waiver to be valid. Any waiver by the buyer of the provisions of this section which is not in writing is contrary to public policy and shall be unenforceable and void.
(Added by Stats. 1970, Ch. 972.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3102.

3102. (a) This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 11 (commencing with Section 11101), or to securities governed by Division 8 (commencing with Section 8101).
(b) If there is conflict between this division and Division 4 (commencing with Section 4101) or Division 9 (commencing with Section 9101), Divisions 4 and 9 govern.
(c) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this division to the extent of the inconsistency.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3105.

3105. (a) “Issue” means:
(1) the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or
(2) if agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item that enables the depositary bank to collect the item by transferring or presenting under federal law an electronic check.
(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(c) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.
(Amended by Stats. 2023, Ch. 210, Sec. 12. (SB 95) Effective January 1, 2024.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3106.

3106. (a) Except as provided in this section, for the purposes of subdivision (a) of Section 3104, a promise or order is unconditional unless it states (1) an express condition to payment, (2) that the promise or order is subject to or governed by another writing, or (3) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.
(b) A promise or order is not made conditional (1) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration, or (2) because payment is limited to resort to a particular fund or source.
(c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subdivision (a) of Section 3104. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
(d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subdivision (a) of Section 3104; but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3107.

3107. Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3108.

3108. (a) A promise or order is “payable on demand” if it (1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (2) does not state any time of payment.
(b) A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of (1) prepayment, (2) acceleration, (3) extension at the option of the holder, or (4) extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
(c) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3109.

3109. (a) A promise or order is payable to bearer if it is any of the following:
(1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment.
(2) Does not state a payee.
(3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
(b) A promise or order that is not payable to bearer is payable to order if it is payable (1) to the order of an identified person or (2) to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to subdivision (a) of Section 3205. An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to subdivision (b) of Section 3205.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3110.

3110. (a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.
(b) If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.
(c) A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office, or account number. For the purpose of determining the holder of an instrument, the following rules apply:
(1) If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.
(2) If an instrument is payable to:
(A) A trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named.
(B) A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative, or a successor of the representative.
(C) A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization.
(D) An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office, or a successor to the incumbent.
(d) If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged, or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged, or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3111.

3111. Except as otherwise provided for items in Division 4 (commencing with Section 4101), an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3112.

3112. (a) Unless otherwise provided in the instrument, (1) an instrument is not payable with interest, and (2) interest on an interest-bearing instrument is payable from the date of the instrument.
(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3113.

3113. (a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in subdivision (c) of Section 4401, an instrument payable on demand is not payable before the date of the instrument.
(b) If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3114.

3114. If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3115.

3115. (a) ‛Incomplete instrument‛ means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(b) Subject to subdivision (c), if an incomplete instrument is an instrument under Section 3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under Section 3104, but, after completion, the requirements of Section 3104 are met, the instrument may be enforced according to its terms as augmented by completion.
(c) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under Section 3407.
(d) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3116.

3116. (a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.
(b) Except as provided in subdivision (e) of Section 3419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subdivision (b) of a party having the same joint and several liability to receive contribution from the party discharged.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3117.

3117. Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3118.

3118. (a) Except as provided in subdivision (e), an action to enforce the obligation of a party to pay a note payable at a definite time shall be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.
(b) Except as provided in subdivision (d) or (e), if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note shall be commenced within six years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.
(c) Except as provided in subdivision (d), an action to enforce the obligation of a party to an unaccepted draft to pay the draft shall be commenced within three years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.
(d) An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller’s check, cashier’s check, or traveler’s check shall be commenced within three years after demand for payment is made to the acceptor or issuer, as the case may be.
(e) An action to enforce the obligation of a party to a certificate of deposit to pay the instrument shall be commenced within six years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the six-year period begins when a demand for payment is in effect and the due date has passed.
(f) An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, shall be commenced (1) within six years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time, or (2) within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.
(g) Unless governed by other law regarding claims for indemnity or contribution, an action (1) for conversion of an instrument, for money had and received, or like action based on conversion, (2) for breach of warranty, or (3) to enforce an obligation, duty, or right arising under this division and not governed by this section shall be commenced within three years after the cause of action accrues.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 1 - General Provisions and Definitions › Section 3119.

3119. In an action for breach of an obligation for which a third person is answerable over pursuant to this division or Division 4 (commencing with Section 4101), the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states (1) that the person notified may come in and defend and (2) that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 2 - Negotiation, Transfer, and Indorsement › Section 3201.

3201. (a) “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.
(b) Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 2 - Negotiation, Transfer, and Indorsement › Section 3202.

3202. (a) Negotiation is effective even if obtained (1) from an infant, a corporation exceeding its powers, or a person without capacity, (2) by fraud, duress, or mistake, or (3) in breach of duty or as part of an illegal transaction.
(b) To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 3 - NEGOTIABLE INSTRUMENTS › CHAPTER 2 - Negotiation, Transfer, and Indorsement › Section 3203.

3203. (a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.
(b) Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.
(c) Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made.
(d) If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this division and has only the rights of a partial assignee.
(Repealed and added by Stats. 1992, Ch. 914, Sec. 6. Effective January 1, 1993.)