Section § 7501

Explanation

This section explains the rules for transferring control or ownership of negotiable documents of title, which are legal documents that show ownership of goods. For paper documents, if the document is originally made out to a specific person, it has to be signed by that person and handed over to transfer ownership. If it's made out to 'bearer', just handing over the document is enough. Electronic documents follow similar rules, but don't always require a signature. A document is considered properly transferred if it is done so honestly, without notice of any issues, and for some form of payment or value. Naming someone to be notified on a bill of lading doesn't affect who owns the goods.

(a)CA Commercial Law Code § 7501(a) The following rules apply to a negotiable tangible document of title:
(1)CA Commercial Law Code § 7501(a)(1) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s indorsement and delivery. After the named person’s indorsement in blank or to bearer, any person may negotiate the document by delivery alone.
(2)CA Commercial Law Code § 7501(a)(2) If the document’s original terms run to bearer, it is negotiated by delivery alone.
(3)CA Commercial Law Code § 7501(a)(3) If the document’s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.
(4)CA Commercial Law Code § 7501(a)(4) Negotiation of the document after it has been indorsed to a named person requires indorsement by the named person and delivery.
(5)CA Commercial Law Code § 7501(a)(5) A document is duly negotiated if it is negotiated in the manner stated in this subdivision to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.
(b)CA Commercial Law Code § 7501(b) The following rules apply to a negotiable electronic document of title:
(1)CA Commercial Law Code § 7501(b)(1) If the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Indorsement by the named person is not required to negotiate the document.
(2)CA Commercial Law Code § 7501(b)(2) If the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.
(3)CA Commercial Law Code § 7501(b)(3) A document is duly negotiated if it is negotiated in the manner stated in this subdivision to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.
(c)CA Commercial Law Code § 7501(c) Indorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.
(d)CA Commercial Law Code § 7501(d) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.

Section § 7502

Explanation

This law explains what rights someone gets when they legally receive a negotiable document of title. If you get such a document correctly, you gain ownership of both the document and the goods it represents, along with certain legal rights. The person who issued the document has to follow its terms without claiming other rights, unless the document or specific legal sections say otherwise. Even if the goods connected to the document are stopped, or if the document was obtained dishonestly or lost, your rights aren't affected if you got it under the right circumstances.

(a)CA Commercial Law Code § 7502(a) Subject to Sections 7205 and 7503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:
(1)CA Commercial Law Code § 7502(a)(1) title to the document;
(2)CA Commercial Law Code § 7502(a)(2) title to the goods;
(3)CA Commercial Law Code § 7502(a)(3) all rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(4)CA Commercial Law Code § 7502(a)(4) the direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this division, but in the case of a delivery order, the bailee’s obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.
(b)CA Commercial Law Code § 7502(b) Subject to Section 7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:
(1)CA Commercial Law Code § 7502(b)(1) the due negotiation or any prior due negotiation constituted a breach of duty;
(2)CA Commercial Law Code § 7502(b)(2) any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or
(3)CA Commercial Law Code § 7502(b)(3) a previous sale or other transfer of the goods or document has been made to a third person.

Section § 7503

Explanation

If someone holds a document claiming ownership of certain goods, it doesn't override the rights of someone who already had a legal interest or secured claim on those goods before the document was issued. The earlier party's rights remain intact unless they allowed the document's issuance or delivery under specific circumstances. Also, if goods are claimed based on an unaccepted order, their ownership depends on those who hold legally negotiated warehouse receipts or bills. Finally, when a freight forwarder issues a bill of lading, the rights of people holding a duly negotiated bill from the forwarder are protected, but the carrier's duty is fulfilled once it delivers the goods as per its own bill.

(a)CA Commercial Law Code § 7503(a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:
(1)CA Commercial Law Code § 7503(a)(1) deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:
(A)CA Commercial Law Code § 7503(a)(1)(A) actual or apparent authority to ship, store, or sell;
(B)CA Commercial Law Code § 7503(a)(1)(B) power to obtain delivery under Section 7403; or
(C)CA Commercial Law Code § 7503(a)(1)(C) power of disposition under Section 2403 or 9320 or subdivision (c) of Section 9321 or subdivision (b) of Section 10304 or subdivision (b) of Section 10305 or other statute or rule of law; or
(2)CA Commercial Law Code § 7503(a)(2) acquiesce in the procurement by the bailor or its nominee of any document.
(b)CA Commercial Law Code § 7503(b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under Section 7504 to the same extent as the rights of the issuer or a transferee from the issuer.
(c)CA Commercial Law Code § 7503(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with Chapter 4 (commencing with Section 7401) pursuant to its own bill of lading discharges the carrier’s obligation to deliver.

Section § 7504

Explanation

This section explains the rules when transferring a document that shows ownership of goods. If you receive such a document but it's not fully valid, you only get the rights that the person transferring it had. For nonnegotiable documents, your rights might not hold up if certain people, like creditors, buyers, or lessees, challenge them. If shipping instructions change and the wrong person gets the goods, the original recipient loses their rights. Furthermore, a seller or lessor can stop the delivery of goods, and the person who follows these instructions should be protected from losses.

(a)CA Commercial Law Code § 7504(a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.
(b)CA Commercial Law Code § 7504(b) In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:
(1)CA Commercial Law Code § 7504(b)(1) by those creditors of the transferor which could treat the transfer as void under Section 2402 or 10308;
(2)CA Commercial Law Code § 7504(b)(2) by a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer’s rights;
(3)CA Commercial Law Code § 7504(b)(3) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee’s rights; or
(4)CA Commercial Law Code § 7504(b)(4) as against the bailee, by good-faith dealings of the bailee with the transferor.
(c)CA Commercial Law Code § 7504(c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee’s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee’s rights against the bailee.
(d)CA Commercial Law Code § 7504(d) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under Section 2705 or a lessor under Section 10526, subject to the requirements of due notification in those sections. A bailee that honors the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.

Section § 7505

Explanation

If you endorse a tangible document of title, like signing over a warehouse receipt, you aren't responsible for anything the holder or previous endorsers do wrong.

The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous endorsers.

Section § 7506

Explanation

If you're given a negotiable physical document that represents goods, and there's something missing like an endorsement from the person who gave it to you, you have the right to demand they provide it. However, it only officially changes hands and can be negotiated from the time you get that endorsement.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.

Section § 7507

Explanation

If you sell or hand over a document that shows ownership of goods for payment, not just as a middleman, you assure the buyer that the document is real, you know of nothing that would make the document invalid, and that the transfer is legal and complete regarding the ownership it represents.

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section 7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:
(1)CA Commercial Law Code § 7507(1) the document is genuine;
(2)CA Commercial Law Code § 7507(2) the transferor does not have knowledge of any fact that would impair the document’s validity or worth; and
(3)CA Commercial Law Code § 7507(3) the negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.

Section § 7508

Explanation

This law states that when a bank or similar intermediary is given documents to collect payment on behalf of someone else, it is only guaranteeing its own honesty and right to handle the documents. This holds true even if the bank has paid or lent money against what's owed or the documents themselves.

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.

Section § 7509

Explanation

This law explains that the suitability of a document of title to meet the requirements of a sales contract, lease agreement, or a letter of credit depends on the rules set out in other specific divisions of the Commercial Code.

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Division 2 (commencing with Section 2101), Division 5 (commencing with Section 5101), or Division 10 (commencing with Section 10101).