Section § 10301

Explanation

This law says that a lease agreement is legally binding and must be followed by everyone involved, anyone buying the leased goods, and even by creditors. That means the terms of the lease apply to all these parties unless there’s a specific rule in this division that says otherwise.

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 parties.

Section § 10302

Explanation

This section says that the rules in this set of laws apply no matter who owns or possesses the leased goods. This is true even if other laws say that having or not having the goods is considered fraudulent.

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 has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.

Section § 10303

Explanation

This section of the law discusses what happens when there's a transfer of rights or duties under a lease contract. If a lease agreement says you can't transfer your lease or if doing so is considered a default, that transfer might still go through, but there could be consequences. However, certain provisions preventing such transfers may not be enforceable. If a transfer happens that isn't allowed or changes the deal in a major way for the other party, the original party might have to pay damages or face other legal actions. If someone transfers their lease rights, they are also passing on any related duties, and the new person has to agree to perform them. But the original person isn't off the hook unless the lease specifically says otherwise. In consumer leases, any prohibition on transfers or making it a default must be very clear and easy to read.

(a)CA Commercial Law Code § 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 paragraph (3) of subdivision (a) of Section 9109.
(b)CA Commercial Law Code § 10303(b) Except as provided in subdivision (c) and Section 9407, a provision in a lease agreement which (1) prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy, or other judicial process, of an interest of a party under the lease contract or of the lessor’s residual interest in the goods, or (2) makes such a transfer an event of default, gives rise to the rights and remedies provided in subdivision (d), but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.
(c)CA Commercial Law Code § 10303(c) A provision in a lease agreement which (1) prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor’s due performance of the transferor’s entire obligation, or (2) makes such a transfer an event of default, is not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract within the purview of subdivision (d).
(d)CA Commercial Law Code § 10303(d) Subject to subdivision (c) and Section 9407:
(1)CA Commercial Law Code § 10303(d)(1) If a transfer is made which is made an event of default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in subdivision (b) of Section 10501.
(2)CA Commercial Law Code § 10303(d)(2) If paragraph (1) is not applicable and if a transfer is made that (A) is prohibited under a lease agreement or (B) materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, (C) the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and (D) a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.
(e)CA Commercial Law Code § 10303(e) A transfer of “the lease” or of “all my rights under the lease,” or a transfer in similar general terms, is a transfer of rights and, unless the language or the circumstances, as in a transfer for security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.
(f)CA Commercial Law Code § 10303(f) Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.
(g)CA Commercial Law Code § 10303(g) In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous.

Section § 10304

Explanation

This law explains the rights of someone who leases goods from a person who already leased those goods to someone else. If you lease from a lessor who has the right to transfer that lease, you get the same rights they had under the original lease. However, you are still subject to the terms of that original lease unless you lease in the ordinary course of business from a merchant, in which case you might get more rights. In particular cases, like if the original transfer involved deceit or fraud, the lessor can still transfer rights. If the goods are covered by a certificate of title, your rights are limited by both this law and the certificate of title.

(a)CA Commercial Law Code § 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 goods that the lessor had or had power to transfer, and, except as provided in subdivision (b) of this section and subdivision (d) of Section 10527, takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:
(1)CA Commercial Law Code § 10304(a)(1) The lessor’s transferor was deceived as to the identity of the lessor;
(2)CA Commercial Law Code § 10304(a)(2) The delivery was in exchange for a check which is later dishonored;
(3)CA Commercial Law Code § 10304(a)(3) It was agreed that the transaction was to be a “cash sale”; or
(4)CA Commercial Law Code § 10304(a)(4) The delivery was procured through fraud punishable as larcenous under the criminal law.
(b)CA Commercial Law Code § 10304(b) A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor’s and the existing lessee’s rights to the goods, and takes free of the existing lease contract.
(c)CA Commercial Law Code § 10304(c) A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.

Section § 10305

Explanation
This law lays out rules for what happens when someone buys or subleases goods that are already under a lease. If you buy from someone who rented goods, you generally get the rights they had, but you're also subject to the original lease. However, if you buy from a merchant who usually deals with those goods, you could get the goods without worrying about the lease. Finally, if the goods have a certificate of title, your rights are limited by both this law and the title rules.
(a)CA Commercial Law Code § 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 interest in the goods that the lessee had or had power to transfer, and, except as provided in subdivision (b) of this section and subdivision (d) of Section 10511, takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:
(1)CA Commercial Law Code § 10305(a)(1) The lessor was deceived as to the identity of the lessee;
(2)CA Commercial Law Code § 10305(a)(2) The delivery was in exchange for a check which is later dishonored; or
(3)CA Commercial Law Code § 10305(a)(3) The delivery was procured through fraud punishable as larcenous under the criminal law.
(b)CA Commercial Law Code § 10305(b) A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.
(c)CA Commercial Law Code § 10305(c) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.

Section § 10306

Explanation

This law states that if someone provides services or materials for leased goods as part of their business, they can have a lien, which is a legal claim, on those goods. This lien has priority over the rights of the person leasing out the goods or the person renting them unless there's a specific law saying otherwise. Essentially, the service provider's right to claim payment for their services comes before the rights of the people in the lease unless a law specifies differently.

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 given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this division unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.

Section § 10307

Explanation

This law section explains how creditors and lease contracts interact. If you are a creditor of someone who is leasing (a lessee), you have to respect the lease agreement. Similarly, a creditor of someone who owns the goods being leased (a lessor) must respect the lease contract unless they have a lien—essentially a right to the property—that was applied before the lease was enforceable. Finally, if you're leasing something, you should know that your lease can be subject to any existing security interests the lessor's creditor has on those goods. Exceptions are mentioned in other specific sections.

(a)CA Commercial Law Code § 10307(a) Except as otherwise provided in Section 10306, a creditor of a lessee takes subject to the lease contract.
(b)CA Commercial Law Code § 10307(b) Except as otherwise provided in subdivision (c) and in Sections 10306 and 10308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
(c)CA Commercial Law Code § 10307(c) Except as otherwise provided in Sections 9317, 9321, and 9323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.

Section § 10308

Explanation

This law explains that if a lessor (someone leasing out goods) keeps possession of the goods in a way that is deemed fraudulent under any law, creditors can consider the lease void. However, if the lessor retains possession in good faith and it aligns with trade practices, it is not fraudulent. Similarly, if a lease or sale looks like a fraudulent transfer, creditors' rights remain protected. A seller retaining goods appears fraudulent unless the goods are part of a legitimate lease with the buyer acting in good faith and with proper compensation.

(a)CA Commercial Law Code § 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 void under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent or void.
(b)CA Commercial Law Code § 10308(b) Nothing in this division impairs the rights of creditors of a lessor if the lease contract is made under circumstances which under any statute or rule of law apart from this division would constitute the transaction a fraudulent transfer or voidable preference.
(c)CA Commercial Law Code § 10308(c) A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.

Section § 10309

Explanation

This section explains how goods that become part of real estate, called "fixtures," are dealt with under the law. It defines key terms like "fixture filing" (a filing for goods to become part of real estate), "purchase money lease" (a lease where the lessee doesn't control the goods before the agreement is enforceable), and "construction mortgage" (a mortgage covering construction on land). The law says that leases can apply to fixtures but not to ordinary building materials used in land improvement. If a lessor's interest in fixtures has priority, they may remove them upon lease termination, but they must compensate for any physical damage to the property. Priority rules govern how a lessor's interest stacks up against other property claims, with specifics on when lessors or owners have stronger rights.

(a)CA Commercial Law Code § 10309(a) In this section:
(1)CA Commercial Law Code § 10309(a)(1) Goods are “fixtures” when they become so related to particular real estate that an interest in them arises under real estate law;
(2)CA Commercial Law Code § 10309(a)(2) A “fixture filing” is the filing, in the office where a record of a mortgage on the real estate would be recorded, of a financing statement covering goods that are or are to become fixtures and conforming to the requirements of subdivisions (a) and (b) of Section 9502;
(3)CA Commercial Law Code § 10309(a)(3) A lease is a “purchase money lease” unless the lessee has possession or use of the goods or the right to possession or use of the goods before the lease agreement is enforceable;
(4)CA Commercial Law Code § 10309(a)(4) A mortgage is a “construction mortgage” to the extent it secures an obligation incurred for the construction of an improvement on land including the acquisition cost of the land, if the recorded writing so indicates; and
(5)CA Commercial Law Code § 10309(a)(5) “Encumbrance” includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests.
(b)CA Commercial Law Code § 10309(b) Under this division a lease may be of goods that are fixtures or may continue in goods that become fixtures, but no lease exists under this division of ordinary building materials incorporated into an improvement on land.
(c)CA Commercial Law Code § 10309(c) This division does not prevent creation of a lease of fixtures pursuant to real estate law.
(d)CA Commercial Law Code § 10309(d) The interest of a lessor of fixtures has priority over a conflicting interest of an encumbrancer or owner of the real estate if:
(1)CA Commercial Law Code § 10309(d)(1) The lease is a purchase money lease, the conflicting interest of the encumbrancer or owner arises before the goods become fixtures, a fixture filing covering the fixtures is filed before the goods become fixtures or within 20 days thereafter, and the lessee has an interest of record in the real estate or is in possession of the real estate;
(2)CA Commercial Law Code § 10309(d)(2) A fixture filing covering the fixtures is filed before the interest of the encumbrancer or owner is of record, the lessor’s interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real estate or is in possession of the real estate;
(3)CA Commercial Law Code § 10309(d)(3) The fixtures are readily removable factory or office machines, readily removable equipment that is not primarily used or leased for use in the operation of the real estate, or readily removable replacements of domestic appliances that are goods subject to a consumer lease;
(4)CA Commercial Law Code § 10309(d)(4) The conflicting interest is a lien on the real estate obtained by legal or equitable proceedings after the lease contract is enforceable;
(5)CA Commercial Law Code § 10309(d)(5) The encumbrancer or owner has consented in writing to the lease or has disclaimed an interest in the goods as fixtures; or
(6)CA Commercial Law Code § 10309(d)(6) The lessee has a right to remove the goods as against the encumbrancer or owner. If the lessee’s right to remove terminates, the priority of the interest of the lessor continues for a reasonable time.
(e)CA Commercial Law Code § 10309(e) Notwithstanding paragraph (1) of subdivision (d) but otherwise subject to subdivision (d), the interest of a lessor of fixtures, including the lessor’s residual interest, is subordinate to the conflicting interest of an encumbrancer of the real estate under a construction mortgage recorded before the goods become fixtures if the goods become fixtures before the completion of the construction. To the extent given to refinance a construction mortgage, the conflicting interest of an encumbrancer of the real estate under a mortgage has this priority to the same extent as the encumbrancer of the real estate under the construction mortgage.
(f)CA Commercial Law Code § 10309(f) In cases not within the preceding subdivisions, priority between the interest of a lessor of fixtures, including the lessor’s residual interest, and the conflicting interest of an encumbrancer or owner of the real estate who is not the lessee is determined by the priority rules governing conflicting interests in real estate.
(g)CA Commercial Law Code § 10309(g) If the interest of a lessor of fixtures, including the lessor’s residual interest, has priority over all conflicting interests of all owners and encumbrancers of the real estate, the lessor or the lessee may (1) on default, expiration, termination, or cancellation of the lease agreement but subject to the lease agreement and this division, or (2) if necessary to enforce other rights and remedies of the lessor or lessee under this division, remove the goods from the real estate, free and clear of all conflicting interests of all owners and encumbrancers of the real estate, but the lessor or lessee must reimburse any encumbrancer or owner of the real estate who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury, but not for any diminution in value of the real estate caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.

Section § 10310

Explanation

The law explains what happens when goods (like parts or components) are attached to other goods. These are considered "accessions." It outlines rules about who has more rights over the goods depending on when a lease was made, either before or after the goods became accessions. Lessor or lessee rights can be stronger than others, unless affected by specific conditions, like existing interests or buyers in the ordinary course of business. If a lessor’s or lessee’s rights are superior, they might remove the goods when a lease ends but must cover some repair costs. People with interests in the whole can demand security before removal of goods.

(a)CA Commercial Law Code § 10310(a) Goods are “accessions” when they are installed in or affixed to other goods.
(b)CA Commercial Law Code § 10310(b) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subdivision (d).
(c)CA Commercial Law Code § 10310(c) The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subdivision (d) but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.
(d)CA Commercial Law Code § 10310(d) The interest of a lessor or a lessee under a lease contract described in subdivision (b) or (c) is subordinate to the interest of:
(1)CA Commercial Law Code § 10310(d)(1) A buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or
(2)CA Commercial Law Code § 10310(d)(2) A creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.
(e)CA Commercial Law Code § 10310(e) When under subdivision (b) or subdivisions (c) and (d) a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may (1) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this division, or (2) if necessary to enforce his or her other rights and remedies under this division, remove the goods from the whole, free and clear of all interests in the whole, but he or she must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.

Section § 10311

Explanation

This section means that even if someone has the right to be paid first in a financial or legal situation, they can choose to let others get paid before them if they agree to it.

Nothing in this division prevents subordination by agreement by any person entitled to priority.