reglab/statecodes huggingface dataset:
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 3 - Collection of Items: Payor Banks › Section 4303.

4303. (a) Any knowledge, notice, or stop-payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate, suspend, or modify the bank’s right or duty to pay an item or to charge its customer’s account for the item if the knowledge, notice, stop-payment order, or legal process is received or served and a reasonable time for the bank to act thereon expires or the setoff is exercised after the earliest of the following:
(1) The bank accepts or certifies the item.
(2) The bank pays the item in cash.
(3) The bank settles for the item without having a right to revoke the settlement under statute, clearing house rule, or agreement.
(4) The bank becomes accountable for the amount of the item under Section 4302 dealing with the payor bank’s responsibility for late return of items.
(5) With respect to checks, a cutoff hour no earlier than one hour after the opening of the next banking day after the banking day on which the bank received the check and no later than the close of that next banking day or, if no cutoff hour is fixed, the close of the next banking day after the banking day on which the bank received the check.
(b) Subject to subdivision (a), items may be accepted, paid, certified, or charged to the indicated account of its customer in any order.
(Amended by Stats. 1992, Ch. 914, Sec. 39. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4401.

4401. (a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.
(b) A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.
(c) A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in subdivision (b) of Section 4403 for stop-payment orders, and shall be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in Section 4303. If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under Section 4402.
(d) A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to either:
(1) The original terms of the altered item.
(2) The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.
(Amended by Stats. 1992, Ch. 914, Sec. 40. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4402.

4402. (a) Except as otherwise provided in this division, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.
(b) A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.
(c) A payor bank’s determination of the customer’s account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank’s decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.
(Amended by Stats. 1992, Ch. 914, Sec. 41. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4403.

4403. (a) A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer’s account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in Section 4303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.
(b) A stop-payment order is effective for six months, but it lapses after 14 calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six-month periods by a writing given to the bank within a period during which the stop-payment order is effective.
(c) The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under Section 4402.
(Amended by Stats. 1992, Ch. 914, Sec. 42. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4404.

4404. A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months after its date, but it may charge its customer’s account for a payment made thereafter in good faith.
(Amended by Stats. 1992, Ch. 914, Sec. 43. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4405.

4405. (a) A payor or collecting bank’s authority to accept, pay, or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incompetence of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incompetence. Neither death nor incompetence of a customer revokes the authority to accept, pay, collect, or account until the bank knows of the fact of death or of an adjudication of incompetence and has reasonable opportunity to act on it.
(b) Even with knowledge, a bank may, for 10 days after the date of death, pay or certify checks drawn on or before that date unless ordered to stop payment by a person claiming an interest in the account.
(Amended by Stats. 1992, Ch. 914, Sec. 44. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 4 - Relationship Between Payor Bank and Its Customer › Section 4407.

4407. If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances giving a basis for objection by the drawer or maker, to prevent unjust enrichment and only to the extent necessary to prevent loss to the bank by reason of its payment of the item, the payor bank is subrogated to the rights of all of the following:
(a) Of any holder in due course on the item against the drawer or maker.
(b) Of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose.
(c) Of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose.
(Amended by Stats. 1992, Ch. 914, Sec. 46. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 5 - Collection of Documentary Drafts › Section 4501.

4501. A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.
(Amended by Stats. 1992, Ch. 914, Sec. 47. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 5 - Collection of Documentary Drafts › Section 4502.

4502. If a draft or the relevant instructions require presentment “on arrival,” “when goods arrive” or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank shall notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.
(Amended by Stats. 1992, Ch. 914, Sec. 48. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 5 - Collection of Documentary Drafts › Section 4503.

4503. Unless otherwise instructed and except as provided in Division 5 (commencing with Section 5101), a bank presenting a documentary draft:
(a) Shall deliver the documents to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
(b) Upon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need designated in the draft or, if the presenting bank does not choose to utilize the referee’s services, it shall use diligence and good faith to ascertain the reason for dishonor, shall notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor, and shall request instructions.
However, the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for those expenses.
(Amended by Stats. 1992, Ch. 914, Sec. 49. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 4 - BANK DEPOSITS AND COLLECTIONS › CHAPTER 5 - Collection of Documentary Drafts › Section 4504.

4504. (a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.
(b) For its reasonable expenses incurred by action under subdivision (a), the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller’s lien.
(Amended by Stats. 1992, Ch. 914, Sec. 50. Effective January 1, 1993.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5103.

5103. (a) This division applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
(b) The statement of a rule in this division does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this division.
(c) With the exception of this subdivision, subdivisions (a) and (d), paragraphs 9 and 10 of subdivision (a) of Section 5102, subdivision (d) of Section 5106, and subdivision (d) of Section 5114, and except to the extent prohibited in Section 1302 and subdivision (d) of Section 5117, the effect of this division may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this division.
(d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
(Amended by Stats. 2006, Ch. 254, Sec. 47. Effective January 1, 2007.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5106.

5106. (a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.
(b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.
(c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.
(d) A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5107.

5107. (a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.
(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.
(c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.
(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subdivision (c). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5109.

5109. (a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:
(1) the issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and
(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.
(b) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:
(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;
(2) a beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;
(3) all of the conditions to entitle a person to the relief under the law of this state have been met; and
(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under paragraph (1) of subdivision (a).
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5110.

5110. (a) If its presentation is honored, the beneficiary warrants:
(1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subdivision (a) of Section 5109; and
(2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.
(b) The warranties in subdivision (a) are in addition to warranties arising under Division 3 (commencing with Section 3101), Division 4 (commencing with Section 4101), Division 7 (commencing with Section 7101), and Division 8 (commencing with Section 8101) because of the presentation or transfer of documents covered by any of those divisions.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5111.

5111. (a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer’s obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant’s election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subdivision. If, although not obligated to do so, the claimant avoids damages, the claimant’s recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.
(b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.
(c) If an adviser or nominated person other than a confirmer breaches an obligation under this article or an issuer breaches an obligation not covered in subdivision (a) or (b), a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subdivision and subdivisions (a) and (b).
(d) An issuer, nominated person, or adviser who is found liable under subdivision (a), (b), or (c) shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.
(e) Reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this article.
(f) Damages that would otherwise be payable by a party for breach of an obligation under this article may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5112.

5112. (a) Except as otherwise provided in Section 5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.
(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:
(1) the transfer would violate applicable law; or
(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in subdivision (e) of Section 5108 or is otherwise reasonable under the circumstances.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5113.

5113. (a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.
(b) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subdivision (e), an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in subdivision (e) of Section 5108 or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.
(c) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.
(d) Honor of a purported successor’s apparently complying presentation under subdivision (a) or (b) has the consequences specified in subdivision (i) of Section 5108 even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of Section 5109.
(e) An issuer whose rights of reimbursement are not covered by subdivision (d) or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subdivision (b).
(f) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5114.

5114. (a) In this section, “proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.
(b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.
(c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.
(d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.
(e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary’s assignment of the proceeds of a letter of credit and are superior to the assignee’s right to the proceeds.
(f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer’s or nominated person’s payment of proceeds to an assignee or third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary’s rights to proceeds is governed by Division 9 (commencing with Section 9101) or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary’s right to proceeds and its perfection are governed by Division 9 (commencing with Section 9101) or other law.
(Added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5115.

5115. An action to enforce a right or obligation arising under this article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5116.

5116. (a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.
(b) Unless subdivision (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued.
(c) For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subdivision (d).
(d) A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.
(e) Except as otherwise provided in this subdivision, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this division would govern the liability of an issuer, nominated person, or adviser under subdivision (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this division and those rules applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in subdivision (c) of Section 5103.
(f) If there is conflict between this division and Division 3 (commencing with Section 3101), Division 4 (commencing with Section 4101), or Division 9 (commencing with Section 9101), this division governs.
(g) The forum for settling disputes arising out of an undertaking within this division may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subdivision (a).
(Amended by Stats. 2023, Ch. 210, Sec. 16. (SB 95) Effective January 1, 2024.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5117.

5117. (a) An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.
(b) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subdivision (a).
(c) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:
(1) the issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;
(2) the beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and
(3) the applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.
(d) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subdivisions (a) and (b) do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subdivision (c) do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.
(Repealed and added by Stats. 1996, Ch. 176, Sec. 7. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 5 - LETTERS OF CREDIT › Section 5118.

5118. (a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.
(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subdivision (a), the security interest continues and is subject to Division 9 (commencing with Section 9101), subject to all of the following:
(1) A security agreement is not necessary to make the security interest enforceable under paragraph (3) of subdivision (b) of section 9203.
(2) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected.
(3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
(Added by Stats. 1999, Ch. 991, Sec. 29.5. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
2023 California Code › Commercial Code - COM › DIVISION 6 - BULK SALES › Section 6104.

6104. In a bulk sale as defined in subparagraph (ii) of paragraph (3) of subdivision (a) of Section 6102 the buyer shall do each of the following:
(a) Obtain from the seller a list of all business names and addresses used by the seller within three years before the date the list is sent or delivered to the buyer.
(b) Give notice of the bulk sale in accordance with Section 6105.
(c) Comply with Section 6106.2 if the bulk sale is within the scope of that section.
(Added by Stats. 1990, Ch. 1191, Sec. 3.)
2023 California Code › Commercial Code - COM › DIVISION 6 - BULK SALES › Section 6105.

6105. (a) A notice that is governed by this section shall comply with each of the following:
(1) State that a bulk sale is about to be made.
(2) State the name and business address of the seller together with any other business name and address listed by the seller (subdivision (a) of Section 6104) and the name and business address of the buyer.
(3) State the location and general description of the assets.
(4) State the place and the anticipated date of the bulk sale.
(5) State whether or not the bulk sale is subject to Section 6106.2 and, if so subject, the matters required by subdivision (f) of Section 6106.2.
(b) At least 12 business days before the date of the bulk sale, a notice that is governed by this section shall be:
(1) Recorded in the office of the county recorder in the county or counties in this state in which the tangible assets are located and, if different, in the county in which the seller is located (paragraph (2) of subdivision (a) of Section 6103).
(2) Published at least once in a newspaper of general circulation published in the public notice district in this state in which the tangible assets are located and in the public notice district, if different, in which the seller is located (paragraph (2) of subdivision (a) of Section 6103), if in either case there is one, and if there is none, then in a newspaper of general circulation in the county in which the public notice district is located. If the tangible assets are located in more than one public notice district in this state, the publication shall be in a newspaper of general circulation published in the public notice district in this state in which a greater portion of the tangible assets are located, on the date the notice is published, than in any other public notice district in this state and, if different, in the public notice district in which the seller is located (paragraph (2) of subdivision (a) of Section 6103).
(3) Delivered or sent by registered or certified mail to the county tax collector in the county or counties in this state in which the tangible assets are located. If delivered during the period from January 1 to May 7, inclusive, the notice shall be accompanied by a completed business property statement with respect to property involved in the bulk sale pursuant to Section 441 of the Revenue and Taxation Code.
(c) For the purposes of this section, publication of notice in a public notice district is governed by Chapter 1.1 (commencing with Section 6080) of Division 7 of Title 1 of the Government Code.
(d) As used in this section, “business day” means any day other than a Saturday, Sunday, or day observed as a holiday by the state government.
(Amended by Stats. 2016, Ch. 703, Sec. 10. (AB 2881) Effective January 1, 2017.)
2023 California Code › Commercial Code - COM › DIVISION 6 - BULK SALES › Section 6108.

6108. (a) Sections 6104, 6105, and 6107 apply to a bulk sale by auction and a bulk sale conducted by a liquidator on the seller’s behalf with the following modifications:
(1) “Buyer” refers to auctioneer or liquidator, as the case may be.
(2) “Net contract price” refers to net proceeds of the auction or net proceeds of the sale, as the case may be.
(3) The written notice required under subdivision (a) of Section 6105 shall be accompanied by a statement that the sale is to be by auction or by liquidation, the name of the auctioneer or liquidator, and the time and place of the auction or the time and place on or after which the liquidator will begin to sell assets on the seller’s behalf.
(4) In a single bulk sale the cumulative liability of the auctioneer or liquidator for failure to comply with the requirements of this section may not exceed the amount of the net proceeds of the sale allocable to inventory and equipment sold less the amount of the portion of any part of the net proceeds paid to or applied for the benefit of a creditor which is allocable to the inventory and equipment.
(b) A payment made by the auctioneer or liquidator to a person to whom the auctioneer or liquidator is, or believes it is, liable under this section reduces pro tanto the auctioneer’s or liquidator’s cumulative liability under paragraph (4) of subdivision (a).
(c) A person who buys at a bulk sale by auction or conducted by a liquidator need not comply with the requirements of Section 6104 and is not liable for the failure of an auctioneer or liquidator to comply with the requirements of this section.
(Repealed and added by Stats. 1990, Ch. 1191, Sec. 3.)
2023 California Code › Commercial Code - COM › DIVISION 6 - BULK SALES › Section 6110.

6110. (a) Except as provided in subdivision (b), an action under this division against a buyer, auctioneer, or liquidator shall be commenced within one year after the date of the bulk sale.
(b) If the buyer, auctioneer, or liquidator conceals the fact that the sale has occurred, the limitation is tolled and an action under this division may be commenced within the earlier of the following:
(1) One year after the person bringing the action discovers that the sale has occurred.
(2) One year after the person bringing the action should have discovered that the sale has occurred, but no later than two years after the date of the bulk sale. Complete noncompliance with the requirements of this division does not of itself constitute concealment.
(Repealed and added by Stats. 1990, Ch. 1191, Sec. 3.)
2023 California Code › Commercial Code - COM › DIVISION 6 - BULK SALES › Section 6111.

6111. (a) Except to the extent provided in subdivision (b), this division shall apply to a bulk sale if the date of the bulk sale is on or after January 1, 1991.
(b) If the date of a bulk sale is on or after January 1, 1991, and the date of the bulk-sale agreement is before January 1, 1991, all of the following shall apply:
(1) Paragraph (2) of subdivision (a) of Section 6103 and subdivision (b) of Section 6103 shall not apply and this division shall apply only if the goods are located in this state.
(2)  Subdivision (a) of Section 6104 shall not apply.
(3) The buyer is required under subdivision (b) of Section 6104 to give notice in accordance with Section 6107, as in effect on December 31, 1990, rather than Section 6105.
(4) The buyer is required under subdivision (c) of Section 6104 to comply with Section 6106, as in effect on December 31, 1990, if the bulk sale is within the scope of that section, rather than Section 6106.2.
(5) Section 6105 shall not apply, and Section 6107, as in effect on December 31, 1990, shall apply.
(6) Sections 6106.2 and 6106.4 shall not apply, and Sections 6106 and 6106.1, as in effect on December 31, 1990, shall apply.
(7) No action may be brought under this division, as in effect either before or on or after January 1, 1991, if the provisions of this division, as in effect on December 31, 1990, have been complied with.
(Repealed and added by Stats. 1990, Ch. 1191, Sec. 3.)
2023 California Code › Commercial Code - COM › DIVISION 7 - DOCUMENTS OF TITLE › CHAPTER 1 - General › Section 7102.

7102. (a) In this division, unless the context otherwise requires:
(1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.
(2) “Carrier” means a person that issues a bill of lading.
(3) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.
(4) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.
(5) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.
(6) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(7) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.
(8) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.
(9) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.
(10) [Reserved]
(11) [Reserved]
(12) “Shipper” means a person that enters into a contract of transportation with a carrier.
(13) “Warehouse” means a person engaged in the business of storing goods for hire.
(b) Definitions in other divisions applying to this division and the sections in which they appear are:
(1) “Contract for sale,” Section 2106.
(2) “Lessee in the ordinary course of business,” Section 10103.
(3) “Receipt of goods,” Section 2103.
(c) In addition, Division 1 (commencing with Section 1101) contains general definitions and principles of construction and interpretation applicable throughout this division.
(Amended by Stats. 2023, Ch. 210, Sec. 17. (SB 95) Effective January 1, 2024.)
2023 California Code › Commercial Code - COM › DIVISION 7 - DOCUMENTS OF TITLE › CHAPTER 1 - General › Section 7103.

7103. (a) This division is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable.
(b) This division does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this division. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.
(c) This division modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001, et seq.) but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Sec. 7001(c)) or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. Sec. 7003(b)).
(d) To the extent there is a conflict between the Uniform Electronic Transactions Act (Title 2.5 (commencing with Section 1633.1) of Part 2 of Division 3 of the Civil Code) and this division, this division governs.
(Repealed and added by Stats. 2006, Ch. 254, Sec. 49. Effective January 1, 2007.)
2023 California Code › Commercial Code - COM › DIVISION 7 - DOCUMENTS OF TITLE › CHAPTER 1 - General › Section 7104.

7104. (a) Except as otherwise provided in subdivision (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.
(b) A document of title other than one described in subdivision (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.
(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
(Repealed and added by Stats. 2006, Ch. 254, Sec. 49. Effective January 1, 2007.)
2023 California Code › Commercial Code - COM › DIVISION 7 - DOCUMENTS OF TITLE › CHAPTER 1 - General › Section 7105.

7105. (a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:
(1) the person entitled under the electronic document surrenders control of the document to the issuer; and
(2) the tangible document when issued contains a statement that it is issued in substitution for the electronic document.
(b) Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subdivision (a):
(1) the electronic document ceases to have any effect or validity; and
(2) the person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.
(c) Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:
(1) the person entitled under the tangible document surrenders possession of the document to the issuer; and
(2) the electronic document when issued contains a statement that it is issued in substitution for the tangible document.
(d) Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subdivision (c):
(1) the tangible document ceases to have any effect or validity; and
(2) the person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.
(Repealed and added by Stats. 2006, Ch. 254, Sec. 49. Effective January 1, 2007.)