Section § 7101

Explanation

This law allows people to refer to the entire set of rules about documents that prove ownership of goods, like warehouse receipts and bills of lading, as the 'Uniform Commercial Code—Documents of Title'.

This division may be cited as the Uniform Commercial Code—Documents of Title.

Section § 7102

Explanation

This section defines key terms in the context of goods transportation and storage. 'Bailee' is someone who acknowledges they have goods and must deliver them. 'Carrier' issues a bill of lading, which is a document that details the goods being shipped. 'Consignee' and 'Consignor' refer to the receiver and sender of goods, respectively. A 'Delivery order' directs delivery of goods, while 'Good faith' means acting honestly. 'Goods' are movable items for transport or storage. An 'Issuer' is a bailee who issues a title document, with authority possibly delegated to agents. 'Person entitled under the document' specifies who is allowed to receive goods based on the document's terms. 'Shipper' contracts with a carrier to transport goods, and 'Warehouse' stores goods for a fee. Other divisions provide additional relevant definitions and principles.

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

Section § 7103

Explanation
This law says that any other treaties, federal or state laws, take precedence over this section if they apply. It doesn't change laws about how documents of title need to look or what they need to include. Even if a bailee breaks certain laws, the document of title remains valid. This section changes some parts of the federal Electronic Signatures law but leaves some parts alone and doesn't allow electronic delivery of certain notices. If there's a clash with the state's Uniform Electronic Transactions Act, this section wins out.
(a)CA Commercial Law Code § 7103(a) This division is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable.
(b)CA Commercial Law Code § 7103(b) This division does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this division. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.
(c)CA Commercial Law Code § 7103(c) This division modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001, et seq.) but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Sec. 7001(c)) or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. Sec. 7003(b)).
(d)CA Commercial Law Code § 7103(d) To the extent there is a conflict between the Uniform Electronic Transactions Act (Title 2.5 (commencing with Section 1633.1) of Part 2 of Division 3 of the Civil Code) and this division, this division governs.

Section § 7104

Explanation

This section explains when a document of title, which basically gives someone the right to claim goods, can be considered negotiable or not. If the document says the goods should be delivered to 'bearer' (whoever has the document) or to a specific person, it is negotiable. However, if it states otherwise or has a clear label saying 'nonnegotiable', then it's not negotiable. This means you can't transfer the right to claim the goods to someone else just by transferring the document.

(a)CA Commercial Law Code § 7104(a) Except as otherwise provided in subdivision (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.
(b)CA Commercial Law Code § 7104(b) A document of title other than one described in subdivision (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.
(c)CA Commercial Law Code § 7104(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.

Section § 7105

Explanation

This law explains how you can switch between electronic and physical documents of title. If you have control of an electronic document, you can request that the issuer replace it with a physical document. When this happens, the electronic version is no longer valid, and the person requesting the change guarantees they had rights to the electronic document at that time. Conversely, if you have a physical document, you can request it be replaced with an electronic version. Once the electronic one is issued, the physical document becomes invalid, and the requester must assure others they had the right to the tangible document when it was surrendered. In all cases, the new document must state that it replaces the previous one.

(a)CA Commercial Law Code § 7105(a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:
(1)CA Commercial Law Code § 7105(a)(1) the person entitled under the electronic document surrenders control of the document to the issuer; and
(2)CA Commercial Law Code § 7105(a)(2) the tangible document when issued contains a statement that it is issued in substitution for the electronic document.
(b)CA Commercial Law Code § 7105(b) Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subdivision (a):
(1)CA Commercial Law Code § 7105(b)(1) the electronic document ceases to have any effect or validity; and
(2)CA Commercial Law Code § 7105(b)(2) the person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.
(c)CA Commercial Law Code § 7105(c) Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:
(1)CA Commercial Law Code § 7105(c)(1) the person entitled under the tangible document surrenders possession of the document to the issuer; and
(2)CA Commercial Law Code § 7105(c)(2) the electronic document when issued contains a statement that it is issued in substitution for the tangible document.
(d)CA Commercial Law Code § 7105(d) Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subdivision (c):
(1)CA Commercial Law Code § 7105(d)(1) the tangible document ceases to have any effect or validity; and
(2)CA Commercial Law Code § 7105(d)(2) the person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.

Section § 7106

Explanation

This law section explains when a person is considered to have control over an electronic document of title. Essentially, control is established if a reliable system shows that one authoritative copy of the document exists, which identifies and is managed by the rightful person. The document must be stored and transferred so that only the person in control can make changes or transfer it, and every copy is clearly marked as such. Even if multiple people share control, one person's control is exclusive unless they need another's approval to exercise it. Ultimately, control is tied to someone being able to acknowledge it or promise to control the document for someone else's behalf.

(a)CA Commercial Law Code § 7106(a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.
(b)CA Commercial Law Code § 7106(b) A system satisfies subdivision (a), and a person has control of an electronic document of title, if the document is created, stored, and transferred in a manner that:
(1)CA Commercial Law Code § 7106(b)(1) a single authoritative copy of the document exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;
(2)CA Commercial Law Code § 7106(b)(2) the authoritative copy identifies the person asserting control as:
(A)CA Commercial Law Code § 7106(b)(2)(A) the person to which the document was issued; or
(B)CA Commercial Law Code § 7106(b)(2)(B) if the authoritative copy indicates that the document has been transferred, the person to which the document was most recently transferred;
(3)CA Commercial Law Code § 7106(b)(3) the authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;
(4)CA Commercial Law Code § 7106(b)(4) copies or amendments that add or change an identified transferee of the authoritative copy can be made only with the consent of the person asserting control;
(5)CA Commercial Law Code § 7106(b)(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6)CA Commercial Law Code § 7106(b)(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
(c)CA Commercial Law Code § 7106(c) A system satisfies subdivision (a), and a person has control of an electronic document of title, if an authoritative electronic copy of the document, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:
(1)CA Commercial Law Code § 7106(c)(1) enables the person readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;
(2)CA Commercial Law Code § 7106(c)(2) enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the person to which each authoritative electronic copy was issued or transferred; and
(3)CA Commercial Law Code § 7106(c)(3) gives the person exclusive power, subject to subdivision (d), to:
(A)CA Commercial Law Code § 7106(c)(3)(A) prevent others from adding or changing the person to which each authoritative electronic copy has been issued or transferred; and
(B)CA Commercial Law Code § 7106(c)(3)(B) transfer control of each authoritative electronic copy.
(d)CA Commercial Law Code § 7106(d) Subject to subdivision (e), a power is exclusive under subparagraphs (A) and (B) of paragraph (3) of subdivision (c) even if:
(1)CA Commercial Law Code § 7106(d)(1) the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the document of title or has a protocol that is programmed to cause a change, including a transfer or loss of control; or
(2)CA Commercial Law Code § 7106(d)(2) the power is shared with another person.
(e)CA Commercial Law Code § 7106(e) A power of a person is not shared with another person under paragraph (2) of subdivision (d) and the person’s power is not exclusive if:
(1)CA Commercial Law Code § 7106(e)(1) the person can exercise the power only if the power also is exercised by the other person; and
(2)CA Commercial Law Code § 7106(e)(2) the other person:
(A)CA Commercial Law Code § 7106(e)(2)(A) can exercise the power without exercise of the power by the person; or
(B)CA Commercial Law Code § 7106(e)(2)(B) is the transferor to the person of an interest in the document of title.
(f)CA Commercial Law Code § 7106(f) If a person has the powers specified in subparagraphs (A) and (B) of paragraph (3) of subdivision (c), the powers are presumed to be exclusive.
(g)CA Commercial Law Code § 7106(g) A person has control of an electronic document of title if another person, other than the transferor to the person of an interest in the document:
(1)CA Commercial Law Code § 7106(g)(1) has control of the document and acknowledges that it has control on behalf of the person; or
(2)CA Commercial Law Code § 7106(g)(2) obtains control of the document after having acknowledged that it will obtain control of the document on behalf of the person.
(h)CA Commercial Law Code § 7106(h) A person that has control under this section is not required to acknowledge that it has control on behalf of another person.
(i)CA Commercial Law Code § 7106(i) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this division or Division 9 (commencing with Section 9101) otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.