California

Commercial Code

669 sections, each with the official text and a plain-English explanation of what it means for you.

• § 10101 — This division shall be known and may be cited as the Uniform Commercial Code—Leases.
• § 10102 — (a) This division applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subdivision (b).
• § 10103 — (a) In this division, unless the context otherwise requires: (1) “Buyer in ordinary course of business” means a person who, in good faith and without knowledge that the sale to it is in violation of t
• § 10104 — (a) A lease, although subject to this division, is also subject to any applicable: (1) Certificate of title statute of this state, including the provisions of the Vehicle Code that require registratio
• § 10105 — Subject to the provisions of subdivision (c) of Section 10304 and subdivision (c) of Section 10305, with respect to goods covered by a certificate of title issued under a statute of this state or of a
• § 10106 — (a) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 3
• § 10107 — Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the a
• § 10201 — (a) A lease contract is not enforceable by way of action or defense unless: (1) In a lease contract that is not a consumer lease, the total payments to be made under the lease contract, excluding paym
• § 10202 — Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect t
• § 10204 — (a) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.
• § 10205 — An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time s
• § 10206 — (a) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in
• § 10208 — (a) An agreement modifying a lease contract needs no consideration to be binding.
• § 10209 — (a) The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as
• § 10210 — (a) Express warranties by the lessor are created as follows: (1) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bar
• § 10211 — (a) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of i
• § 10212 — (a) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
• § 10213 — Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the less
• § 10214 — (a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but
• § 10215 — Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warra
• § 10217 — Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties.
• § 10218 — (a) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
• § 10219 — (a) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee.
• § 10220 — (a) Where risk of loss is to pass to the lessee and the time of passage is not stated: (1) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, t
• § 10221 — If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor, or the supplier before delivery, or the goods suff
• § 10301 — Except as otherwise provided in this division, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the p
• § 10302 — Except as otherwise provided in this division, each provision of this division applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party
• § 10303 — (a) As used in the section, “creation of a security interest” includes the sale of a lease contract that is subject to Division 9 (commencing with Section 9101), Secured Transactions, by reason of par
• § 10304 — (a) Subject to Section 10303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the go
• § 10305 — (a) Subject to the provisions of Section 10303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interes
• § 10306 — If a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person gi
• § 10307 — (a) Except as otherwise provided in Section 10306, a creditor of a lessee takes subject to the lease contract.
• § 10308 — (a) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent or voi
• § 10309 — (a) In this section: (1) Goods are “fixtures” when they become so related to particular real estate that an interest in them arises under real estate law; (2) A “fixture filing” is the filing, in the
• § 10310 — (a) Goods are “accessions” when they are installed in or affixed to other goods.
• § 10311 — Nothing in this division prevents subordination by agreement by any person entitled to priority.
• § 10401 — (a) A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired.
• § 10402 — (a) If either party repudiates a lease contract, other than a consumer lease, with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impai
• § 10403 — (a) Until the repudiating party’s next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or mater
• § 10404 — (a) If without fault of the lessee, the lessor, and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of d
• § 10405 — Subject to Section 10404 on substituted performance, the following rules apply: (1) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (2) and
• § 10406 — (a) If the lessee receives notification of a material or indefinite delay or an allocation justified under Section 10405, the lessee may by written notification to the lessor as to any goods involved,
• § 10407 — (a) In the case of a finance lease that is not a consumer lease the lessee’s promises under the lease contract become irrevocable and independent upon the lessee’s acceptance of the goods.
• § 10501 — (a) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division.
• § 10502 — Except as otherwise provided in this division or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the ot
• § 10503 — (a) Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this division and may limit o
• § 10504 — (a) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to the lessor’s residual interes
• § 10505 — (a) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the canceling party
• § 10506 — (a) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued.
• § 10507 — (a) Damages based on market rent (Section 10519 or 10528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original
• § 10508 — (a) If a lessor fails to deliver the goods in conformity to the lease contract (Section 10509) or repudiates the lease contract (Section 10402), or a lessee rightfully rejects the goods (Section 10509
• § 10509 — (a) Subject to the provisions of Section 10510 on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may re
• § 10510 — (a) Under an installment lease contract, a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconf
• § 10511 — (a) Subject to any security interest of a lessee (subdivision (e) of Section 10508), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after re
• § 10512 — (a) Except as otherwise provided with respect to goods that threaten to decline in value speedily (Section 10511) and subject to any security interest of a lessee (subdivision (e) of Section 10508): (
• § 10513 — (a) If any tender or delivery by the lessor or the supplier is rejected because it is nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify t
• § 10514 — (a) In rejecting goods, a lessee’s failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establ
• § 10515 — (a) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and (1) The lessee signifies or acts with respect to the goods in a manner that signifies to the l
• § 10516 — (a) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.
• § 10517 — (a) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it: (1) Except in the case of a finance leas
• § 10518 — (a) After a default by a lessor under the lease contract of the type described in subdivision (a) of Section 10508, or, if agreed, after other default by the lessor, the lessee may cover by making any
• § 10519 — (a) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 10504) or otherwise determined pursuant to agreement of the parties (Sections 1302 and 10503), if a
• § 10520 — (a) Incidental damages resulting from a lessor’s default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acc
• § 10521 — (a) Specific performance may be decreed if the goods are unique or in other proper circumstances.
• § 10522 — (a) Subject to subdivision (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (Section 10217) on
• § 10523 — (a) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and w
• § 10524 — (a) After a default by the lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523 or, if agreed, after other default by the
• § 10525 — (a) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.
• § 10526 — (a) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or lar
• § 10527 — (a) After a default by a lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523 or after the lessor refuses to deliver or ta
• § 10528 — (a) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 10504) or otherwise determined pursuant to agreement of the parties (Sections 1302 and 10503), if a
• § 10529 — (a) After default by the lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523 or, if agreed, after other default by the le
• § 10530 — Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after th
• § 10531 — (a) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (1) the lessor has a right of action against the t
• § 10532 — In addition to any other recovery permitted by this division or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lesso
• § 10600 — This division shall apply to all lease contracts that are first made or that first become effective between the parties on or after January 1, 1990.
• § 1101 — This code may be cited as the Uniform Commercial Code.
• § 1102 — This division applies to a transaction to the extent that it is governed by another division of this code.
• § 1103 — (a) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) to simplify, clarify, and modernize the law governing commercial transactions; (2
• § 1104 — This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably
• § 1105 — If any provision or clause of this code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the code which can be given
• § 1106 — In this code, unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer
• § 1108 — This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.
• § 11101 — This division may be cited as Uniform Commercial Code—Funds Transfers.
• § 11102 — Except as otherwise provided in Section 11108, this division applies to funds transfers defined in Section 11104.
• § 11103 — (a) In this division: (1) “Payment order” means an instruction of a sender to a receiving bank, transmitted orally or in a record, to pay, or to cause another bank to pay, a fixed or determinable amou
• § 11104 — In this division: (a) “Funds transfer” means the series of transactions, beginning with the originator’s payment order, made for the purpose of making payment to the beneficiary of the order.
• § 11105 — (a) In this division: (1) “Authorized account” means a deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank.
• § 11106 — (a) The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in Section 1202.
• § 11107 — 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 inco
• § 11108 — (a) Except as provided in subdivision (b), this division does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act of 1978 (Title XX, Public Law 95-630, 92 S
• § 11201 — “Security procedure” means a procedure established by agreement of a customer and a receiving bank for the purpose of (i) verifying that a payment order or communication amending or canceling a paymen
• § 11202 — (a) A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is otherwise bound by it under the law of agency.
• § 11203 — (a) If an accepted payment order is not, under subdivision (a) of Section 11202, an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to subdiv
• § 11204 — (a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not effective as the order of the customer under Section 11202, or (ii) not
• § 11205 — (a) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed payment to a beneficiary not intended by t
• § 11206 — (a) If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the bank, the system is deemed to be an agen
• § 11207 — (a) Subject to subdivision (b), if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidenti
• § 11208 — (a) This subdivision applies to a payment order identifying an intermediary bank or the beneficiary’s bank only by an identifying number.
• § 11209 — (a) Subject to subdivision (d), a receiving bank other than the beneficiary’s bank accepts a payment order when it executes the order.
• § 11210 — (a) A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record.
• § 11211 — (a) A communication of the sender of a payment order canceling or amending the order may be transmitted to the receiving bank orally or in a record.
• § 11212 — If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this
• § 11301 — (a) A payment order is “executed” by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank.
• § 11302 — (a) Except as provided in subdivisions (b) to (d), inclusive, if the receiving bank accepts a payment order pursuant to subdivision (a) of Section 11209, the bank has the following obligations in exec
• § 11303 — (a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order, or (ii) issues a payment order in executio
• § 11304 — If the sender of a payment order that is erroneously executed as stated in Section 11303 receives notification from the receiving bank that the order was executed or that the sender’s account was debi
• § 11305 — (a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of Section 11302 results in delay in payment to the beneficiary, the bank is obliged to pay intere
• § 11401 — “Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank.
• § 11402 — (a) This section is subject to Sections 11205 and 11207.
• § 11403 — (a) Payment of the sender’s obligation under Section 11402 to pay the receiving bank occurs as follows: (1) If the sender is a bank, payment occurs when the receiving bank receives final settlement of
• § 11404 — (a) Subject to subdivision (e) of Section 11211, and subdivisions (d) and (e) of Section 11405, if a beneficiary’s bank accepts a payment order, the bank is obliged to pay the amount of the order to t
• § 11405 — (a) If the beneficiary’s bank credits an account of the beneficiary of a payment order, payment of the bank’s obligation under subdivision (a) of Section 11404 occurs when and to the extent (i) the be
• § 11406 — (a) Subject to subdivision (e) of Section 11211 and subdivisions (d) and (e) of Section 11405, the originator of a funds transfer pays the beneficiary of the originator’s payment order (i) at the time
• § 11501 — (a) Except as otherwise provided in this division, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.
• § 11502 — (a) As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respe
• § 11503 — For proper cause and in compliance with applicable law, a court may restrain (i) a person from issuing a payment order to initiate a funds transfer, (ii) an originator’s bank from executing the paymen
• § 11504 — (a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’
• § 11505 — If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification
• § 11506 — (a) If, under this division, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and rec
• § 11507 — (a) The following rules apply unless the affected parties otherwise agree or subdivision (c) applies: (1) The rights and obligations between the sender of a payment order and the receiving bank are go
• § 1201 — (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other divisions of this code that apply to particular divisions or ch
• § 1202 — (a) Subject to subdivision (f), a person has “notice” of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstan
• § 1203 — (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.
• § 1204 — Except as otherwise provided in Divisions 3, 4, 5, 6, and 12, a person gives value for rights if the person acquires them: (1) in return for a binding commitment to extend credit or for the extension
• § 1205 — (a) Whether a time for taking an action required by this code is reasonable depends on the nature, purpose, and circumstances of the action.
• § 1206 — Whenever this code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced
• § 12101 — This division may be cited as Uniform Commercial Code—Controllable Electronic Records.
• § 12102 — (a) In this division, the following definitions apply: (1) “Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under Section 12105.
• § 12103 — (a) If there is conflict between this division and Division 9 (commencing with Section 9101), Division 9 governs.
• § 12104 — (a) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subdivisions (c), (d), (e), (g)
• § 12105 — (a) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic reco
• § 12106 — (a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying either of the following: (1) The person having control of the controllable ele
• § 12107 — (a) Except as provided in subdivision (b), the local law of a controllable electronic record’s jurisdiction governs a matter covered by this division.
• § 1301 — (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this st
• § 1302 — (a) Except as otherwise provided in subdivision (b) or elsewhere in this code, the effect of provisions of this code may be varied by agreement.
• § 1303 — (a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with respect to the transaction involves repeate
• § 1304 — Every contract or duty within this code imposes an obligation of good faith in its performance and enforcement.
• § 1305 — (a) The remedies provided by this code shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither conseq
• § 1306 — A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.
• § 1307 — (1) A bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by
• § 1308 — (a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights
• § 1309 — A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself ins
• § 1310 — An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with eith
• § 13101 — This code shall become effective on January 1, 1965.
• § 13102 — Transactions validly entered into before January 1, 1965, and the rights, duties, and interests flowing from them remain valid thereafter and may be terminated, completed, consummated, or enforced as
• § 13103 — Except as provided in the following section, all acts and parts of acts inconsistent with this act are hereby repealed.
• § 13105 — (1) A financing statement or a continuation thereof, properly filed and effective pursuant to Section 9401 as it existed prior to January 1, 1971, remains valid and effective after January 1, 1971, un
• § 14101 — The amendments to this code, as adopted by the Legislature at the 1973–74 Regular Session, shall become effective at 12:01 a.
• § 14102 — The provisions of Division 13 shall continue to apply to this code, as amended by the Legislature at the 1973–74 Regular Session, and for this purpose this code as it existed prior to January 1, 1976,
• § 14103 — Transactions validly entered into after January 1, 1965, and before January 1, 1976, and which were subject to the provisions of this code and which would be subject to this code as amended by the Leg
• § 14104 — A security interest for the perfection of which filing or the taking of possession was required under this code and which attached prior to January 1, 1976, but was not perfected shall be deemed perfe
• § 14105 — (1) A financing statement or continuation statement filed prior to January 1, 1976, which shall not have lapsed prior to January 1, 1976, shall remain effective for the period provided in this code as
• § 14106 — (1) If a security interest is perfected or has priority on January 1, 1976, as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would
• § 14107 — Except as otherwise provided in this division, this code as it existed prior to January 1, 1976, shall apply to any questions of priority if the positions of the parties were fixed prior to January 1,
• § 14108 — Unless a change in law has clearly been made, the provisions of this code as amended by the Legislature at the 1973–74 Regular Session shall be deemed declaratory of the meaning of this code as it exi
• § 14109 — (1) The amendments to this code relating to fixtures adopted by the Legislature at the 1979–1980 Regular Session shall apply to security interests which attach on or after January 1, 1981, in goods wh
• § 15101 — The repeal and addition of Division 8 (commencing with Section 8101) made at the 1984 portion of the 1983–84 Regular Session shall become effective on January 1, 1985.
• § 15102 — The provisions of Division 13 (commencing with Section 13101) and Division 14 (commencing with Section 14101) shall continue to apply to this code, as revised by the Legislature at the 1983–84 Regular
• § 15103 — The owner of an interest (other than a security interest) in an uncertificated security (paragraph (b) of subdivision (1) of Section 8102) whose interest was acquired prior to January 1, 1985, or was
• § 15104 — A secured party who has a security interest in an uncertificated security (paragraph (b) of subdivision (1) of Section 8102), which security interest attached to that uncertificated security (a) prior
• § 16101 — The repeal and addition of Division 3 (commencing with Section 3101) and the repeal and addition, the amendment, and the addition of provisions of Division 4 (commencing with Section 4101), and the am
• § 16102 — The provisions of Division 13 (commencing with Section 13101), Division 14 (commencing with Section 14101), and Division 15 (commencing with Section 15101) shall continue to apply to this code, as thi
• § 16103 — Nothing in this division shall have the effect of (a) reviving a cause of action barred by limitation before January 1, 1993, or (b) applying Section 3118 or 4111 on limitation of actions to an action
• § 16104 — Unless a change in law, as contrasted with a clarification, has clearly been made, this code, as it existed on January 1, 1993, shall be deemed declaratory of the meaning of this code as it existed pr
• § 17101 — This division may be cited as Transitional Provisions for Uniform Commercial Code Amendments (2022).
• § 17102 — (a) In this division, the following definitions apply.
• § 17201 — Except as provided in Chapter 3 (commencing with Section 17301), a transaction validly entered into before the effective date of the act adding this division and the rights, duties, and interests flow
• § 17301 — (a) Except as provided in this chapter, Division 9 (commencing with Section 9101), as amended by the act adding this division, and Division 12 apply to a transaction, lien, or other interest in proper
• § 17302 — (a) A security interest that is enforceable and perfected immediately before the effective date of the act adding this division is a perfected security interest under the act adding this division if,
• § 17303 — A security interest that is enforceable immediately before the effective date of the act adding this division but is unperfected at that time: (a) remains an enforceable security interest until the ad
• § 17304 — (a) If action, other than the filing of a financing statement, is taken before the effective date of the act adding this division and the action would have resulted in perfection of the security inter
• § 17305 — (a) Subject to subdivisions (b) and (c), the act adding this division determines the priority of conflicting claims to collateral.
• § 17306 — (a) Subject to subdivisions (b) and (c), Division 12 determines the priority of conflicting claims to Division 12 property when the priority rules of Division 9 (commencing with Section 9101) as amend
• § 2101 — This division shall be known and may be cited as Uniform Commercial Code—Sales.
• § 2102 — (a) Unless the context otherwise requires, and except as provided in subdivision (c), this division applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent
• § 2103 — (1) In this division unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods.
• § 2104 — (1) “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transactio
• § 2105 — (1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, in
• § 2106 — (1) In this division unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods.
• § 2107 — (1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this division if they a
• § 2201 — (1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is a
• § 2202 — Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect t
• § 2204 — (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
• § 2205 — (a) An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or i
• § 2206 — (1) Unless otherwise unambiguously indicated by the language or circumstances (a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in th
• § 2207 — (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different
• § 2209 — (1) An agreement modifying a contract within this division needs no consideration to be binding.
• § 2210 — (1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the ac
• § 2301 — The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
• § 2303 — Where this division allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
• § 2304 — (1) The price can be made payable in money or otherwise.
• § 2305 — (1) The parties if they so intend can conclude a contract for sale even though the price is not settled.
• § 2306 — (1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreaso
• § 2307 — Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right
• § 2308 — Unless otherwise agreed (a) The place for delivery of goods is the seller’s place of business or if he has none his residence; but (b) In a contract for sale of identified goods which to the knowledge
• § 2309 — (1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time.
• § 2310 — Unless otherwise agreed: (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and (b) If the seller is author
• § 2311 — (1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be sp
• § 2312 — (1) Subject to subdivision (2) there is in a contract for sale a warranty by the seller that (a) The title conveyed shall be good, and its transfer rightful; and (b) The goods shall be delivered free