Section § 3439

Explanation

This section states that the chapter should be referred to as the Uniform Voidable Transactions Act.

This chapter may be cited as the Uniform Voidable Transactions Act.

Section § 3439.01

Explanation

This section provides definitions for key terms used in laws about transferring assets and related claims. An 'asset' is generally property owned by someone who owes money, but doesn't include property with a valid lien, exempt under law, or held in a certain type of joint ownership. A 'claim' is any right to payment, whether it's decided by the court or still being debated. A 'creditor' is someone who has a claim, while a 'debtor' owes on a claim. Other terms defined include 'electronic', 'lien', 'organization', 'person', 'property', 'record', 'sign', 'transfer', and 'valid lien'. These terms help clarify responsibilities and rights related to debts and asset ownership.

As used in this chapter the following definitions are applicable:
(a)CA Civil Law Code § 3439.01(a) “Asset” means property of a debtor, but the term does not include the following:
(1)CA Civil Law Code § 3439.01(a)(1) Property to the extent it is encumbered by a valid lien.
(2)CA Civil Law Code § 3439.01(a)(2) Property to the extent it is generally exempt under nonbankruptcy law.
(3)CA Civil Law Code § 3439.01(a)(3) An interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant.
(b)CA Civil Law Code § 3439.01(b) “Claim,” except as used in “claim for relief,” means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.
(c)CA Civil Law Code § 3439.01(c) “Creditor” means a person that has a claim, and includes an assignee of a general assignment for the benefit of creditors, as defined in Section 493.010 of the Code of Civil Procedure, of a debtor.
(d)CA Civil Law Code § 3439.01(d) “Debt” means liability on a claim.
(e)CA Civil Law Code § 3439.01(e) “Debtor” means a person that is liable on a claim.
(f)CA Civil Law Code § 3439.01(f) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(g)CA Civil Law Code § 3439.01(g) “Lien” means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien.
(h)CA Civil Law Code § 3439.01(h) “Organization” means a person other than an individual.
(i)CA Civil Law Code § 3439.01(i) “Person” means an individual, partnership, corporation, limited liability company, association, government or governmental subdivision, instrumentality or agency, business trust, estate, trust, business or nonprofit entity, or other legal entity.
(j)CA Civil Law Code § 3439.01(j) “Property” means anything that may be the subject of ownership.
(k)CA Civil Law Code § 3439.01(k) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(l)CA Civil Law Code § 3439.01(l) “Sign” means, with present intent to authenticate or adopt a record, to either (1) execute or adopt a tangible symbol, or (2) attach to or logically associate with the record an electronic symbol, sound, or process.
(m)CA Civil Law Code § 3439.01(m) “Transfer” means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, license, and creation of a lien or other encumbrance.
(n)CA Civil Law Code § 3439.01(n) “Valid lien” means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings.

Section § 3439.02

Explanation

This section explains what it means for a person or business to be insolvent. Essentially, insolvency happens when a person's debts are more than the value of what they own. If someone isn't paying their debts on time, and it's not due to a legitimate argument, they're assumed to be insolvent unless they can prove otherwise. Certain assets, like those hidden to trick creditors, don't count when evaluating insolvency. Also, debts don't cover obligations that have valid security interests that weren’t counted as assets.

(a)CA Civil Law Code § 3439.02(a) A debtor is insolvent if, at a fair valuation, the sum of the debtor’s debts is greater than the sum of the debtor’s assets.
(b)CA Civil Law Code § 3439.02(b) A debtor that is generally not paying the debtor’s debts as they become due other than as a result of a bona fide dispute is presumed to be insolvent. The presumption imposes on the party against which the presumption is directed the burden of proving that the nonexistence of insolvency is more probable than its existence.
(c)CA Civil Law Code § 3439.02(c) Assets under this section do not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this chapter.
(d)CA Civil Law Code § 3439.02(d) Debts under this section do not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset.

Section § 3439.03

Explanation

This law explains when a transfer or obligation is considered to have 'value.' If you get property or pay off a previous debt in exchange for the transfer or obligation, that's considered value. However, promising to provide support to someone without actually doing it—unless it's part of your business—is not considered value.

Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor’s business to furnish support to the debtor or another person.

Section § 3439.04

Explanation

This law states that if a debtor transfers assets or creates obligations with the intent to cheat a creditor, or does so without fair value received in return, those actions can be reversed. Key concerns include the debtor's intent to deceive, their financial condition before and after the transfer, and if there was an attempt to hide or move assets. The creditor who claims wrong must prove that the transfer or obligation was unfair or intended to defraud by a 'preponderance of the evidence,' meaning more likely than not.

(a)CA Civil Law Code § 3439.04(a) A transfer made or obligation incurred by a debtor is voidable as to a creditor, whether the creditor’s claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation as follows:
(1)CA Civil Law Code § 3439.04(a)(1) With actual intent to hinder, delay, or defraud any creditor of the debtor.
(2)CA Civil Law Code § 3439.04(a)(2) Without receiving a reasonably equivalent value in exchange for the transfer or obligation, and the debtor either:
(A)CA Civil Law Code § 3439.04(a)(2)(A) Was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction.
(B)CA Civil Law Code § 3439.04(a)(2)(B) Intended to incur, or believed or reasonably should have believed that the debtor would incur, debts beyond the debtor’s ability to pay as they became due.
(b)CA Civil Law Code § 3439.04(b) In determining actual intent under paragraph (1) of subdivision (a), consideration may be given, among other factors, to any or all of the following:
(1)CA Civil Law Code § 3439.04(b)(1) Whether the transfer or obligation was to an insider.
(2)CA Civil Law Code § 3439.04(b)(2) Whether the debtor retained possession or control of the property transferred after the transfer.
(3)CA Civil Law Code § 3439.04(b)(3) Whether the transfer or obligation was disclosed or concealed.
(4)CA Civil Law Code § 3439.04(b)(4) Whether before the transfer was made or obligation was incurred, the debtor had been sued or threatened with suit.
(5)CA Civil Law Code § 3439.04(b)(5) Whether the transfer was of substantially all the debtor’s assets.
(6)CA Civil Law Code § 3439.04(b)(6) Whether the debtor absconded.
(7)CA Civil Law Code § 3439.04(b)(7) Whether the debtor removed or concealed assets.
(8)CA Civil Law Code § 3439.04(b)(8) Whether the value of the consideration received by the debtor was reasonably equivalent to the value of the asset transferred or the amount of the obligation incurred.
(9)CA Civil Law Code § 3439.04(b)(9) Whether the debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred.
(10)CA Civil Law Code § 3439.04(b)(10) Whether the transfer occurred shortly before or shortly after a substantial debt was incurred.
(11)CA Civil Law Code § 3439.04(b)(11) Whether the debtor transferred the essential assets of the business to a lienor that transferred the assets to an insider of the debtor.
(c)CA Civil Law Code § 3439.04(c) A creditor making a claim for relief under subdivision (a) has the burden of proving the elements of the claim for relief by a preponderance of the evidence.

Section § 3439.05

Explanation

This law means that if a person who owes money (a debtor) gives away or transfers an asset to someone else without getting a fair deal in return, and they do this while they are broke or it causes them to go broke, then that transfer can be undone. A creditor, or someone to whom the debtor owes money, can challenge this transfer if their claim existed before the asset was transferred. The creditor must prove their case with convincing evidence that shows they are right.

(a)CA Civil Law Code § 3439.05(a) A transfer made or obligation incurred by a debtor is voidable as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation.
(b)CA Civil Law Code § 3439.05(b) A creditor making a claim for relief under subdivision (a) has the burden of proving the elements of the claim for relief by a preponderance of the evidence.

Section § 3439.06

Explanation

This section of the law explains when a transfer of assets or incurring of obligations is considered legally 'made' or 'incurred'. For real property, a transfer is complete when it's properly recorded so no one else can claim a better right to it. For other types of property, it's complete when a creditor can't claim a superior right. If you can't record the transfer, it counts as made when it actually happens between the parties involved. Also, a transfer hasn't been made until the person transferring it actually owns the asset. For obligations, if agreed verbally, it's incurred when the agreement is made effective; if in writing, when the signed document is handed over.

For the purposes of this chapter:
(a)CA Civil Law Code § 3439.06(a) A transfer is made:
(1)CA Civil Law Code § 3439.06(a)(1) With respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good faith purchaser of the asset from the debtor against which applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and
(2)CA Civil Law Code § 3439.06(a)(2) With respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this chapter that is superior to the interest of the transferee.
(b)CA Civil Law Code § 3439.06(b) If applicable law permits the transfer to be perfected as provided in subdivision (a) and the transfer is not so perfected before the commencement of an action for relief under this chapter, the transfer is deemed made immediately before the commencement of the action.
(c)CA Civil Law Code § 3439.06(c) If applicable law does not permit the transfer to be perfected as provided in subdivision (a), the transfer is made when it becomes effective between the debtor and the transferee.
(d)CA Civil Law Code § 3439.06(d) A transfer is not made until the debtor has acquired rights in the asset transferred.
(e)CA Civil Law Code § 3439.06(e) An obligation is incurred:
(1)CA Civil Law Code § 3439.06(e)(1) If oral, when it becomes effective between the parties; or
(2)CA Civil Law Code § 3439.06(e)(2) If evidenced by a record, when the record signed by the obligor is delivered to or for the benefit of the obligee.

Section § 3439.07

Explanation

This law explains what actions a creditor can take if they need relief from fraudulent transfers or obligations by a debtor. Specifically, it allows a creditor to undo such transfers, secure a provisional remedy like an asset attachment, and request court orders like injunctions or appointing a receiver. If a creditor has already sued for a claim, they can go after the transferred asset in question, and if they've won a judgment, they can seize the asset or its proceeds. Creditors using an assignment for the benefit of creditors can also use these rights for the benefit of certain other creditors.

(a)CA Civil Law Code § 3439.07(a) In an action for relief against a transfer or obligation under this chapter, a creditor, subject to the limitations in Section 3439.08, may obtain:
(1)CA Civil Law Code § 3439.07(a)(1) Avoidance of the transfer or obligation to the extent necessary to satisfy the creditor’s claim.
(2)CA Civil Law Code § 3439.07(a)(2) An attachment or other provisional remedy against the asset transferred or other property of the transferee in accordance with the procedures described in Title 6.5 (commencing with Section 481.010) of Part 2 of the Code of Civil Procedure, or as may otherwise be available under applicable law.
(3)CA Civil Law Code § 3439.07(a)(3) Subject to applicable principles of equity and in accordance with applicable rules of civil procedure, the following:
(A)CA Civil Law Code § 3439.07(a)(3)(A) An injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or other property of the transferee.
(B)CA Civil Law Code § 3439.07(a)(3)(B) Appointment of a receiver to take charge of the asset transferred or other property of the transferee.
(C)CA Civil Law Code § 3439.07(a)(3)(C) Any other relief the circumstances may require.
(b)CA Civil Law Code § 3439.07(b) If a creditor has commenced an action on a claim against the debtor, the creditor may attach the asset transferred or other property of the transferee if the remedy of attachment is available in the action under applicable law and the property is subject to attachment in the hands of the transferee under applicable law.
(c)CA Civil Law Code § 3439.07(c) If a creditor has obtained a judgment on a claim against the debtor, the creditor may levy execution on the asset transferred or its proceeds.
(d)CA Civil Law Code § 3439.07(d) A creditor who is an assignee of a general assignment for the benefit of creditors, as defined in Section 493.010 of the Code of Civil Procedure, may exercise any and all of the rights and remedies specified in this section if they are available to any one or more creditors of the assignor who are beneficiaries of the assignment, and, in that event (1) only to the extent the rights or remedies are so available and (2) only for the benefit of those creditors whose rights are asserted by the assignee.

Section § 3439.08

Explanation

This law explains when and how a transfer of assets or obligations can be voided in cases where it might have been done to avoid paying a creditor. Transfers can't be voided if they were made in good faith and for fair value. If a creditor tries to void a transfer, they can only recover up to the amount they are owed and can only target certain people involved in the transfer. The law also outlines protections for people who received assets in good faith, stating that they can retain certain rights to those assets if they gave fair value. There are specific situations like lease terminations or lien enforcements where transfers might not be voidable. It also specifies who is responsible for proving these claims, typically requiring evidence that is more likely to be true than not.

(a)CA Civil Law Code § 3439.08(a) A transfer or obligation is not voidable under paragraph (1) of subdivision (a) of Section 3439.04, against a person that took in good faith and for a reasonably equivalent value given the debtor or against any subsequent transferee or obligee.
(b)CA Civil Law Code § 3439.08(b) To the extent a transfer is avoidable in an action by a creditor under paragraph (1) of subdivision (a) of Section 3439.07, the following rules apply:
(1)CA Civil Law Code § 3439.08(b)(1) Except as otherwise provided in this section, the creditor may recover judgment for the value of the asset transferred, as adjusted under subdivision (c), or the amount necessary to satisfy the creditor’s claim, whichever is less. The judgment may be entered against the following:
(A)CA Civil Law Code § 3439.08(b)(1)(A) The first transferee of the asset or the person for whose benefit the transfer was made.
(B)CA Civil Law Code § 3439.08(b)(1)(B) An immediate or mediate transferee of the first transferee, other than either of the following:
(i)CA Civil Law Code § 3439.08(b)(1)(B)(i) A good faith transferee that took for value.
(ii)CA Civil Law Code § 3439.08(b)(1)(B)(ii) An immediate or mediate good faith transferee of a person described in clause (i).
(2)CA Civil Law Code § 3439.08(b)(2) Recovery pursuant to paragraph (1) of subdivision (a), or subdivision (b), or subdivision (c) of Section 3439.07 of or from the asset transferred or its proceeds, or other property of the transferee, as applicable, by levy or otherwise, is available only against a person described in subparagraph (A) or (B) of paragraph (1).
(c)CA Civil Law Code § 3439.08(c) If the judgment under subdivision (b) is based upon the value of the asset transferred, the judgment shall be for an amount equal to the value of the asset at the time of the transfer, subject to adjustment as the equities may require.
(d)CA Civil Law Code § 3439.08(d) Notwithstanding voidability of a transfer or an obligation under this chapter, a good faith transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or obligation, to the following:
(1)CA Civil Law Code § 3439.08(d)(1) A lien on or a right to retain an interest in the asset transferred.
(2)CA Civil Law Code § 3439.08(d)(2) Enforcement of an obligation incurred.
(3)CA Civil Law Code § 3439.08(d)(3) A reduction in the amount of the liability on the judgment.
(e)CA Civil Law Code § 3439.08(e) A transfer is not voidable under paragraph (2) of subdivision (a) of Section 3439.04 or Section 3439.05 if the transfer results from either of the following:
(1)CA Civil Law Code § 3439.08(e)(1) Termination of a lease upon default by the debtor when the termination is pursuant to the lease and applicable law.
(2)CA Civil Law Code § 3439.08(e)(2) Enforcement of a lien in a noncollusive manner and in compliance with applicable law, including Division 9 (commencing with Section 9101) of the Commercial Code, other than a retention of collateral under Sections 9620 and 9621 of the Commercial Code and other than a voluntary transfer of the collateral by the debtor to the lienor in satisfaction of all or part of the secured obligation.
(f)CA Civil Law Code § 3439.08(f) The following rules determine the burden of proving matters referred to in this section:
(1)CA Civil Law Code § 3439.08(f)(1) A party that seeks to invoke subdivision (a), (d), or (e) has the burden of proving the applicability of that subdivision.
(2)CA Civil Law Code § 3439.08(f)(2) Except as otherwise provided in paragraph (3) or (4), the creditor has the burden of proving each applicable element of subdivision (b) or (c).
(3)CA Civil Law Code § 3439.08(f)(3) The transferee has the burden of proving the applicability to the transferee of subparagraph (B) of paragraph (1) of subdivision (b).
(4)CA Civil Law Code § 3439.08(f)(4) A party that seeks adjustment under subdivision (c) has the burden of proving the adjustment.
(g)CA Civil Law Code § 3439.08(g) The standard of proof required to establish matters referred to in this section is preponderance of the evidence.

Section § 3439.09

Explanation

This law says that if you want to take legal action about a transfer or a debt you're concerned about, you have to do it within certain time limits. Basically, you have up to four years to start action after the transfer is made or the debt arises. If you didn't know about it right away, you still have up to one year after you could have reasonably discovered it. For some cases, the absolute maximum time is seven years, no matter what. If you miss these deadlines, you can't take legal action.

A cause of action with respect to a transfer or obligation under this chapter is extinguished unless action is brought pursuant to subdivision (a) of Section 3439.07 or levy made as provided in subdivision (b) or (c) of Section 3439.07:
(a)CA Civil Law Code § 3439.09(a) Under paragraph (1) of subdivision (a) of Section 3439.04, not later than four years after the transfer was made or the obligation was incurred or, if later, not later than one year after the transfer or obligation was or could reasonably have been discovered by the claimant.
(b)CA Civil Law Code § 3439.09(b) Under paragraph (2) of subdivision (a) of Section 3439.04 or Section 3439.05, not later than four years after the transfer was made or the obligation was incurred.
(c)CA Civil Law Code § 3439.09(c) Notwithstanding any other provision of law, a cause of action under this chapter with respect to a transfer or obligation is extinguished if no action is brought or levy made within seven years after the transfer was made or the obligation was incurred.

Section § 3439.10

Explanation

This law explains how to determine where a debtor is considered to be located. For individuals, it's their main home. For businesses with one location, it's that location. If a business has multiple locations, it's where their main office is. Also, any claims related to this situation follow the laws of the place where the debtor is located when something is transferred or a responsibility is taken on.

(a)CA Civil Law Code § 3439.10(a) In this section, the following rules determine a debtor’s location:
(1)CA Civil Law Code § 3439.10(a)(1) A debtor who is an individual is located at the individual’s principal residence.
(2)CA Civil Law Code § 3439.10(a)(2) A debtor that is an organization and has only one place of business is located at its place of business.
(3)CA Civil Law Code § 3439.10(a)(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.
(b)CA Civil Law Code § 3439.10(b) A claim in the nature of a claim under this chapter is governed by the local law of the jurisdiction in which the debtor is located when the transfer is made or the obligation is incurred.

Section § 3439.12

Explanation

This section states that the general rules of law and fairness, such as rules about agency relationships, honesty, and fairness, continue to apply unless this chapter specifically changes them. Essentially, traditional legal concepts like fraud or coercion still matter unless this specific group of rules says otherwise.

Unless displaced by the provisions of this chapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency, or other validating or invalidating cause, supplement its provisions.

Section § 3439.13

Explanation

This section is about making sure that the laws in this chapter are understood and used in a way that keeps them consistent with similar laws in other states that have adopted them.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Section § 3439.14

Explanation

This section outlines how changes made to the chapter apply to certain actions and transactions. New changes only apply to actions or transfers that happen after the law's update. For actions before the update date but after January 1, 1987, previous laws apply. For actions before 1987, the law at that time governs. Additionally, specific dates about when a transfer or obligation happened are determined by Section 3439.06. Any unchanged laws as of December 31, 2015, are considered continuations, not new laws.

(a)CA Civil Law Code § 3439.14(a) The changes to this chapter made by the act adding this subdivision apply only to a right of action that accrued, transfer made, or obligation incurred, on or after the effective date of that act.
(b)CA Civil Law Code § 3439.14(b) This chapter, and the other changes in the law made by Chapter 383 of the Statutes of 1986, apply only to transfers made or obligations incurred before the effective date of the act that added subdivision (a) and on or after January 1, 1987. As to transfers made or obligations incurred prior to January 1, 1987, the law in effect at the time the transfer was made or the obligation was incurred shall apply.
(c)CA Civil Law Code § 3439.14(c) Section 3439.06 shall determine the date that a transfer was made or obligation incurred.
(d)CA Civil Law Code § 3439.14(d) The provisions of this chapter, insofar as they are substantially the same as the provisions of this chapter in effect on December 31, 2015, shall be construed as restatements and continuations, and not as new enactments.