Section § 3101

Explanation

This section names the division of the law that deals with negotiable instruments as the Uniform Commercial Code—Negotiable Instruments.

This division may be cited as Uniform Commercial Code—Negotiable Instruments.

Section § 3102

Explanation

This section of the law talks about the rules that apply to negotiable instruments, which are financial documents like checks and promissory notes. It makes clear that these rules don't cover actual cash, certain electronic payment systems, or securities like stocks and bonds. If there's a disagreement between these rules and other specific banking regulations, those other banking rules take precedence. Also, rules from the Federal Reserve can override these if there's a conflict.

(a)CA Commercial Law Code § 3102(a) This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 11 (commencing with Section 11101), or to securities governed by Division 8 (commencing with Section 8101).
(b)CA Commercial Law Code § 3102(b) If there is conflict between this division and Division 4 (commencing with Section 4101) or Division 9 (commencing with Section 9101), Divisions 4 and 9 govern.
(c)CA Commercial Law Code § 3102(c) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this division to the extent of the inconsistency.

Section § 3103

Explanation

This section defines various terms used in commercial transactions involving drafts and notes. Key definitions include 'acceptor' as the drawee who accepts a draft, 'drawee' as the person told to make payment in a draft, and 'drawer' as the person ordering payment. 'Maker' is the person who agrees to pay a note. It also explains 'order' as a written instruction to pay money and sets out what 'ordinary care' means in business and banking. Definitions like 'promise,' 'party,' and 'remitter' refer to obligations to pay money or parties involved in transactions. Additional terms are referenced in related sections, such as 'acceptance,' 'alteration,' and 'negotiable instrument.' Finally, it mentions cross-references to other divisions for more definitions and principles.

(a)CA Commercial Law Code § 3103(a) In this division:
(1)CA Commercial Law Code § 3103(a)(1) “Acceptor” means a drawee who has accepted a draft.
(2)CA Commercial Law Code § 3103(a)(2) “Drawee” means a person ordered in a draft to make payment.
(3)CA Commercial Law Code § 3103(a)(3) “Drawer” means a person who signs or is identified in a draft as a person ordering payment.
(4)CA Commercial Law Code § 3103(a)(4) [Reserved]
(5)CA Commercial Law Code § 3103(a)(5) “Maker” means a person who signs or is identified in a note as a person undertaking to pay.
(6)CA Commercial Law Code § 3103(a)(6) “Order” means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.
(7)CA Commercial Law Code § 3103(a)(7) “Ordinary care” in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate the bank’s prescribed procedures and the bank’s procedures do not vary unreasonably from general banking usage not disapproved by this division or Division 4 (commencing with Section 4101).
(8)CA Commercial Law Code § 3103(a)(8) “Party” means a party to an instrument.
(9)CA Commercial Law Code § 3103(a)(9) “Promise” means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.
(10)CA Commercial Law Code § 3103(a)(10) “Prove” with respect to a fact means to meet the burden of establishing the fact (paragraph (8) of subdivision (b) of Section 1201).
(11)CA Commercial Law Code § 3103(a)(11) “Remitter” means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.
(b)CA Commercial Law Code § 3103(b) Other definitions applying to this division and the sections in which they appear are:
“Acceptance”
Section 3409
“Accommodated party”
Section 3419
“Accommodation party”
Section 3419
“Alteration”
Section 3407
“Anomalous endorsement”
Section 3205
“Blank endorsement”
Section 3205
“Cashier’s check”
Section 3104
“Certificate of deposit”
Section 3104
“Certified check”
Section 3409
“Check”
Section 3104
“Consideration”
Section 3303
“Demand Draft”
Section 3104
“Draft”
Section 3104
“Holder in due course”
Section 3302
“Incomplete instrument”
Section 3115
“Indorsement”
Section 3204
“Indorser”
Section 3204
“Instrument”
Section 3104
“Issue”
Section 3105
“Issuer”
Section 3105
“Negotiable instrument”
Section 3104
“Negotiation”
Section 3201
“Note”
Section 3104
“Payable at a definite time”
Section 3108
“Payable on demand”
Section 3108
“Payable to bearer”
Section 3109
“Payable to order”
Section 3109
“Payment”
Section 3602
“Person entitled to enforce”
Section 3301
“Presentment”
Section 3501
“Reacquisition”
Section 3207
“Special indorsement”
Section 3205
“Teller’s check”
Section 3104
“Transfer of instrument”
Section 3203
“Traveler’s check”
Section 3104
“Value”
Section 3303
(c)CA Commercial Law Code § 3103(c) The following definitions in other divisions apply to this division:
“Bank”
Section 4105
“Banking day”
Section 4104
“Clearinghouse”
Section 4104
“Collecting bank”
Section 4105
“Depositary bank”
Section 4105
“Documentary draft”
Section 4104
“Intermediary bank”
Section 4105
“Item”
Section 4104
“Payor bank”
Section 4105
“Suspends payments”
Section 4104
(d)CA Commercial Law Code § 3103(d) In addition, Division 1 (commencing with Section 1101) contains general definitions and principles of construction and interpretation applicable throughout this division.

Section § 3104

Explanation

This law section defines what qualifies as a 'negotiable instrument,' which is essentially a written promise or order to pay a fixed amount of money. For something to be considered a negotiable instrument, it must meet certain requirements: it should be payable to the bearer or a specific person, payable on demand or at a set time, and must not have conditions other than the payment itself, though it can involve collateral matters. Different types of negotiable instruments include checks, drafts (orders to pay), notes (promises to pay), cashier's checks, teller's checks, traveler's checks, certificates of deposit, and demand drafts. Each type has specific definitions and requirements. Also, if a promise or order is clearly marked as non-negotiable, it does not count as an instrument under this law section.

(a)CA Commercial Law Code § 3104(a) Except as provided in subdivisions (c) and (d), “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it is all of the following:
(1)CA Commercial Law Code § 3104(a)(1) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder.
(2)CA Commercial Law Code § 3104(a)(2) Is payable on demand or at a definite time.
(3)CA Commercial Law Code § 3104(a)(3) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain (i) an undertaking or power to give, maintain, or protect collateral to secure payment, (ii) an authorization or power to the holder to confess judgment or realize on or dispose of collateral, (iii) a waiver of the benefit of any law intended for the advantage or protection of an obligor, (iv) a term that specifies the law that governs the promise or order, or (v) an undertaking to resolve in a specified forum a dispute concerning the promise or order.
(b)CA Commercial Law Code § 3104(b) “Instrument” means a negotiable instrument.
(c)CA Commercial Law Code § 3104(c) An order that meets all of the requirements of subdivision (a), except paragraph (1), and otherwise falls within the definition of “check” in subdivision (f) is a negotiable instrument and a check.
(d)CA Commercial Law Code § 3104(d) A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this division.
(e)CA Commercial Law Code § 3104(e) An instrument is a “note” if it is a promise and is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat it as either.
(f)CA Commercial Law Code § 3104(f) “Check” means (1) a draft, other than a documentary draft, payable on demand and drawn on a bank, (2) a cashier’s check or teller’s check, or (3) a demand draft. An instrument may be a check even though it is described on its face by another term, such as “money order.”
(g)CA Commercial Law Code § 3104(g) “Cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.
(h)CA Commercial Law Code § 3104(h) “Teller’s check” means a draft drawn by a bank (1) on another bank, or (2) payable at or through a bank.
(i)CA Commercial Law Code § 3104(i) “Traveler’s check” means an instrument that (1) is payable on demand, (2) is drawn on or payable at or through a bank, (3) is designated by the term “traveler’s check” or by a substantially similar term, and (4) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.
(j)CA Commercial Law Code § 3104(j) “Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
(k)CA Commercial Law Code § 3104(k) “Demand draft” means a writing not signed by a customer that is created by a third party under the purported authority of the customer for the purpose of charging the customer’s account with a bank. A demand draft shall contain the customer’s account number and may contain any or all of the following:
(1)CA Commercial Law Code § 3104(k)(1) The customer’s printed or typewritten name.
(2)CA Commercial Law Code § 3104(k)(2) A notation that the customer authorized the draft.
(3)CA Commercial Law Code § 3104(k)(3) The statement “No Signature Required” or words to that effect.
A demand draft shall not include a check purportedly drawn by and bearing the signature of a fiduciary, as defined in paragraph (1) of subdivision (a) of Section 3307.

Section § 3105

Explanation

This law section explains how financial instruments, such as checks or promissory notes, are 'issued' and what that means. It specifies that issue involves the first delivery or, with agreement, the first transmission of a check image to give rights to the receiver. Even if a check hasn't been delivered, it's still binding on the person who wrote it, unless it wasn't meant to be issued. If it's issued conditionally or for a specific purpose, failure to meet those conditions can be used as a defense. The term 'issuer' refers to the creator of any such instrument, whether it's actually been issued or not.

(a)CA Commercial Law Code § 3105(a) “Issue” means:
(1)CA Commercial Law Code § 3105(a)(1) the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or
(2)CA Commercial Law Code § 3105(a)(2) if agreed by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item that enables the depositary bank to collect the item by transferring or presenting under federal law an electronic check.
(b)CA Commercial Law Code § 3105(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(c)CA Commercial Law Code § 3105(c) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.

Section § 3106

Explanation

This law explains when a promise or order to pay someone is considered unconditional. It outlines that such a promise is typically unconditional unless it explicitly states a condition for payment, refers to another document that governs it, or indicates that rights or obligations are detailed elsewhere. However, simply mentioning another document doesn’t make it conditional. Additionally, even if a document requires a signature or links payments to a specific source, it might still be considered unconditional. If there are certain legal statements indicating that a payment is subject to claims or defenses, this doesn’t necessarily change its status unless it's an instrument, in which case certain holder rights might be affected.

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

Section § 3107

Explanation

If a financial document specifies a payment amount in foreign currency, the payment can be made in that foreign currency or its equivalent in US dollars. The dollar amount is calculated based on the current exchange rate on the day of payment at the location where the payment is made.

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.

Section § 3108

Explanation

This section defines when a financial promise or order is payable 'on demand' or 'at a definite time.' A promise or order is 'payable on demand' if it explicitly states so or doesn't specify a payment time. It's 'payable at a definite time' if it’s due after a specific period, date, or event, with options for early payment, speeding up the timeline, extensions by the holder, or other definable circumstances. If it's due on a fixed date but also on demand, it stays payable on demand until that date, then shifts to being due at that fixed time if no previous demand is made.

(a)CA Commercial Law Code § 3108(a) A promise or order is “payable on demand” if it (1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (2) does not state any time of payment.
(b)CA Commercial Law Code § 3108(b) A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of (1) prepayment, (2) acceleration, (3) extension at the option of the holder, or (4) extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
(c)CA Commercial Law Code § 3108(c) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.

Section § 3109

Explanation

This law explains when a financial document, like a check or promissory note, is considered 'payable to bearer' or 'payable to order.' 'Payable to bearer' means whoever holds the document can collect the money, and it's generally considered bearer paper if it doesn't specify a person to pay. 'Payable to order' means it's addressed to a specific person. A bearer document can be changed to specify a person with a special endorsement, while a named document can become bearer with a blank endorsement.

(a)CA Commercial Law Code § 3109(a) A promise or order is payable to bearer if it is any of the following:
(1)CA Commercial Law Code § 3109(a)(1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment.
(2)CA Commercial Law Code § 3109(a)(2) Does not state a payee.
(3)CA Commercial Law Code § 3109(a)(3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
(b)CA Commercial Law Code § 3109(b) A promise or order that is not payable to bearer is payable to order if it is payable (1) to the order of an identified person or (2) to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(c)CA Commercial Law Code § 3109(c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to subdivision (a) of Section 3205. An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to subdivision (b) of Section 3205.

Section § 3110

Explanation

This section explains how to determine who is entitled to receive payment from a financial instrument like a check. The key factor is the intention of the person who signed the instrument, even if the name on the document isn't exactly who they intended. If more than one person signs and they have different intentions, any intended recipient can be paid. When an instrument is generated by an automated machine, the intention of the person inputting the payee's identity matters. Payees can be identified by various means, such as name or account number. For instruments payable to multiple parties, if payable alternatively, anyone can act on it; if not, everyone must agree. If it's unclear whether it’s alternative, it can be treated as if it is. Special rules apply for trustees, representatives, agents, or funds, specifying who can claim the instrument.

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

Section § 3111

Explanation

This law explains where a payment should be made for financial instruments like checks or promissory notes. Typically, payment is due at the location specified in the document. If no location is listed, it defaults to the address of the person or business who is supposed to pay, called the drawee or maker. When there isn't an address in the document, payment should be made at any business location of the payer. If the payer doesn't have a business location, their home is the place of payment.

Except as otherwise provided for items in Division 4 (commencing with Section 4101), an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.

Section § 3112

Explanation

This law talks about how interest on financial instruments works. Generally, unless a document called an 'instrument' says otherwise, it's not payable with interest. If it is, the interest starts from the date on the document. Interest can be set at a fixed rate or variable rate and might be detailed in different ways within the instrument. If you can't figure out how much interest to pay from the document itself, then the interest is calculated based on the local court's standard interest rate at the time it starts.

(a)CA Commercial Law Code § 3112(a) Unless otherwise provided in the instrument, (1) an instrument is not payable with interest, and (2) interest on an interest-bearing instrument is payable from the date of the instrument.
(b)CA Commercial Law Code § 3112(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.

Section § 3113

Explanation

This section says that a financial document, like a check, can have a date before or after the current date. If it’s set to be paid at a certain time after the date on it, that date controls when it should be paid. However, if someone can request to be paid whenever they want, the payment can’t happen before the date on the document. If the document doesn’t have a date, use the date it was actually issued, or if it wasn’t issued, use the date when someone first holds it.

(a)CA Commercial Law Code § 3113(a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in subdivision (c) of Section 4401, an instrument payable on demand is not payable before the date of the instrument.
(b)CA Commercial Law Code § 3113(b) If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.

Section § 3114

Explanation

This law explains how to resolve conflicts in written agreements. If there are contradictory parts, handwritten notes are more important than typewritten or printed ones, and words take precedence over numbers.

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.

Section § 3115

Explanation

This section explains what an 'incomplete instrument' is and how it can be enforced. An incomplete instrument is a signed document that's missing some parts but is intended to be filled in later. If it's a qualifying document, it can be enforced as it is or once completed. If an incomplete instrument is not initially valid but becomes valid after completion, it can then be enforced accordingly. However, if someone adds words or numbers to it without permission, it's considered altered, and the person claiming such unauthorized changes must prove it.

(a)CA Commercial Law Code § 3115(a) ‛Incomplete instrument‛ means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(b)CA Commercial Law Code § 3115(b) Subject to subdivision (c), if an incomplete instrument is an instrument under Section 3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under Section 3104, but, after completion, the requirements of Section 3104 are met, the instrument may be enforced according to its terms as augmented by completion.
(c)CA Commercial Law Code § 3115(c) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under Section 3407.
(d)CA Commercial Law Code § 3115(d) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.

Section § 3116

Explanation

This law covers situations where multiple people have jointly issued a financial instrument, like a loan or check. Each person is separately responsible for the full amount, but if one person pays it off, they can ask the others to chip in their share. Letting one person off the hook for a debt doesn't mean others who signed can't ask that person for their part of the payment later on.

(a)CA Commercial Law Code § 3116(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.
(b)CA Commercial Law Code § 3116(b) Except as provided in subdivision (e) of Section 3419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(c)CA Commercial Law Code § 3116(c) Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subdivision (b) of a party having the same joint and several liability to receive contribution from the party discharged.

Section § 3117

Explanation

This law explains that the duties to pay on a financial instrument, like a promissory note, can be changed or canceled by a separate agreement between the person who owes money (obligor) and the person who can enforce payment. The changes can only happen if the agreement was part of the original deal or relied upon when the instrument was issued. If such an agreement changes the obligation, it can serve as a defense for not fulfilling the original payment terms.

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented, or nullified by an agreement under this section, the agreement is a defense to the obligation.

Section § 3118

Explanation

This law explains the time limits for suing someone to enforce a payment obligation on different types of financial instruments like promissory notes and checks. If you have a note with a set payday, you must sue within six years after the due date. For demand notes, you have six years after asking for payment. For unaccepted drafts, you have three years after non-payment, or 10 years from its date, whichever comes first. For checks like cashier’s and traveler’s checks, you have three years after requesting payment. Certificates of deposit follow the same six-year rule after demand, provided a due date is also past. Finally, for accepted drafts, it's six years after the due date or acceptance date depending on the payment terms. Actions involving conversion, breach of warranty, or related obligations must be brought within three years of the issue arising.

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

Section § 3119

Explanation

This law allows a defendant involved in a legal dispute to notify a third party who might also be responsible for the issue. The third party can then notify others who are similarly responsible. The notice must inform the third party that they can join the defense; if they don't, they must accept the outcomes of the current case if those issues come up again in future legal actions with the person who sent the notice. If the third party doesn't participate after receiving proper notice, they're stuck with the court's decisions regarding facts found during the case.

In an action for breach of an obligation for which a third person is answerable over pursuant to this division or Division 4 (commencing with Section 4101), the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states (1) that the person notified may come in and defend and (2) that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.