Section § 9301

Explanation

This law explains which local laws apply to securing an interest in a debtor's property (collateral). Generally, the rules depend on the location of the debtor or the collateral. If the debtor is in a particular area, the laws there determine how a security interest is handled. If the collateral is in a certain place, those local laws apply, especially for things you physically possess. There are specific rules for collateral like negotiable documents or money, and for resources extracted from the ground, like oil or minerals, which follow the laws where the extraction site is located.

Except as otherwise provided in Sections 9303 to 9306.2, inclusive, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:
(1)CA Commercial Law Code § 9301(1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.
(2)CA Commercial Law Code § 9301(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.
(3)CA Commercial Law Code § 9301(3) Except as otherwise provided in paragraph (4), while negotiable tangible documents, goods, instruments, or tangible money is located in a jurisdiction, the local law of that jurisdiction governs all of the following:
(A)CA Commercial Law Code § 9301(3)(A) Perfection of a security interest in the goods by filing a fixture filing.
(B)CA Commercial Law Code § 9301(3)(B) Perfection of a security interest in timber to be cut.
(C)CA Commercial Law Code § 9301(3)(C) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.
(4)CA Commercial Law Code § 9301(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.

Section § 9302

Explanation

This law states that when farm products are located in a certain area, the local laws of that area control how agricultural liens on those products are perfected, what effects result from perfecting or not perfecting these liens, and how priority is determined among them.

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.

Section § 9303

Explanation

This law states that when goods, like vehicles, are registered under a certificate of title in a certain area, the local laws of that area will decide how security interests (such as liens or loans) on those goods are handled. Once an application and fee for the certificate are submitted, the goods become covered. They stop being covered when the certificate is no longer effective or a new certificate from a different area takes over.

(a)CA Commercial Law Code § 9303(a) This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.
(b)CA Commercial Law Code § 9303(b) Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.
(c)CA Commercial Law Code § 9303(c) The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.

Section § 9304

Explanation

This section explains which local laws apply when handling security interests in a bank deposit account. Essentially, the laws of the bank's location determine important legal aspects like how a security interest is established and how priority over such an interest is decided. To find out which jurisdiction is relevant, you first look at any agreements made between the bank and the customer. If the agreement specifies a jurisdiction or states that the deposit account is managed in a particular area, that is the jurisdiction. If there is no clear agreement, it defaults to where the bank's managing office is located or where the bank's headquarters is.

(a)CA Commercial Law Code § 9304(a) The local law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank’s jurisdiction.
(b)CA Commercial Law Code § 9304(b) The following rules determine a bank’s jurisdiction for purposes of this chapter:
(1)CA Commercial Law Code § 9304(b)(1) If an agreement between the bank and its customer governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this chapter, this division, or this code, that jurisdiction is the bank’s jurisdiction.
(2)CA Commercial Law Code § 9304(b)(2) If paragraph (1) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(3)CA Commercial Law Code § 9304(b)(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(4)CA Commercial Law Code § 9304(b)(4) If none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.
(5)CA Commercial Law Code § 9304(b)(5) If none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located.

Section § 9305

Explanation

This section explains how the legal rules for security interests depend on the location involved. For securities with physical certificates, the laws of where the certificate is located apply. For securities without certificates, the laws of the issuer's location are relevant. When dealing with securities accounts or commodity accounts, it's the laws where these are managed that matter, even if there's no direct link to the location itself. If you have an agreement with a commodity intermediary, their jurisdiction is often defined by the agreement. If not, it's decided by the office location mentioned in account statements or the firm's main office location. However, if the security interest involves filing a document, or certain automatic processes, the debtor's location laws are applicable.

(a)CA Commercial Law Code § 9305(a) Except as otherwise provided in subdivision (c), the following rules apply:
(1)CA Commercial Law Code § 9305(a)(1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby.
(2)CA Commercial Law Code § 9305(a)(2) The local law of the issuer’s jurisdiction as specified in subdivision (d) of Section 8110 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security.
(3)CA Commercial Law Code § 9305(a)(3) The local law of the securities intermediary’s jurisdiction as specified in subdivision (e) of Section 8110 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account.
(4)CA Commercial Law Code § 9305(a)(4) The local law of the commodity intermediary’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account.
(5)CA Commercial Law Code § 9305(a)(5) Paragraphs (2) to (4), inclusive, apply even if the transaction does not bear any relation to the jurisdiction.
(b)CA Commercial Law Code § 9305(b) The following rules determine a commodity intermediary’s jurisdiction for purposes of this chapter:
(1)CA Commercial Law Code § 9305(b)(1) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary’s jurisdiction for purposes of this chapter, this division, or this code, that jurisdiction is the commodity intermediary’s jurisdiction.
(2)CA Commercial Law Code § 9305(b)(2) If paragraph (1) does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.
(3)CA Commercial Law Code § 9305(b)(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.
(4)CA Commercial Law Code § 9305(b)(4) If none of the preceding paragraphs applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer’s account is located.
(5)CA Commercial Law Code § 9305(b)(5) If none of the preceding paragraphs applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located.
(c)CA Commercial Law Code § 9305(c) The local law of the jurisdiction in which the debtor is located governs all of the following:
(1)CA Commercial Law Code § 9305(c)(1) Perfection of a security interest in investment property by filing.
(2)CA Commercial Law Code § 9305(c)(2) Automatic perfection of a security interest in investment property created by a broker or securities intermediary.
(3)CA Commercial Law Code § 9305(c)(3) Automatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary.

Section § 9306

Explanation

This law explains which local laws apply when dealing with security interests in letter-of-credit rights. Basically, the law of the state where the issuer or a nominated person is located governs how to perfect a security interest in this context. It also addresses what happens if the interest is perfected or not, and the priority of claims. An exception is noted for interests perfected as described in another part of the law (Section 9308).

(a)CA Commercial Law Code § 9306(a) Subject to subdivision (c), the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.
(b)CA Commercial Law Code § 9306(b) For purposes of this chapter, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in Section 5116.
(c)CA Commercial Law Code § 9306(c) This section does not apply to a security interest that is perfected only under subdivision (d) of Section 9308.

Section § 9306.1

Explanation

This law determines which jurisdiction's local laws apply when dealing with security interests in chattel paper, which are written or electronic records of payment obligations. If chattel paper is in electronic form, the jurisdiction is defined by the rules or system associated with it. If there is no clear jurisdiction, it's where the debtor is located. For chattel paper in tangible form, the jurisdiction is where the paper is physically located. Special rules apply for perfecting a security interest, which is a legal claim on the chattel paper, either through possession or filing.

(a)CA Commercial Law Code § 9306.1(a) Except as provided in subdivision (d), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper’s jurisdiction.
(b)CA Commercial Law Code § 9306.1(b) The following rules determine the chattel paper’s jurisdiction under this section:
(1)CA Commercial Law Code § 9306.1(b)(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper’s jurisdiction for purposes of this chapter, division, or code, that jurisdiction is the chattel paper’s jurisdiction.
(2)CA Commercial Law Code § 9306.1(b)(2) If paragraph (1) does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper’s jurisdiction for purposes of this chapter, this division, or this code, that jurisdiction is the chattel paper’s jurisdiction.
(3)CA Commercial Law Code § 9306.1(b)(3) If paragraphs (1) and (2) do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.
(4)CA Commercial Law Code § 9306.1(b)(4) If paragraphs (1) to (3), inclusive, do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.
(5)CA Commercial Law Code § 9306.1(b)(5) If paragraphs (1) to (4), inclusive, do not apply, the chattel paper’s jurisdiction is the jurisdiction in which the debtor is located.
(c)CA Commercial Law Code § 9306.1(c) If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs both of the following:
(1)CA Commercial Law Code § 9306.1(c)(1) Perfection of a security interest in the chattel paper by possession under Section 9314.1.
(2)CA Commercial Law Code § 9306.1(c)(2) The effect of perfection or nonperfection and the priority of a security interest in the chattel paper.
(d)CA Commercial Law Code § 9306.1(d) The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.

Section § 9306.2

Explanation

This law section explains how the location's legal rules apply when dealing with the perfection and priority of a security interest in certain digital assets, like controllable electronic records or accounts. Generally, the rules of the place specified under certain conditions govern these aspects, except for when the debtor's location law applies. Specifically, where the debtor is located controls the perfection process when filing for a security interest or automatically perfecting a security interest upon a sale of a controllable payment intangible.

(a)CA Commercial Law Code § 9306.2(a) Except as provided in subdivision (b), the local law of the controllable electronic record’s jurisdiction specified in subdivisions (c) and (d) of Section 12107 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.
(b)CA Commercial Law Code § 9306.2(b) The local law of the jurisdiction in which the debtor is located governs both of the following:
(1)CA Commercial Law Code § 9306.2(b)(1) Perfection of a security interest in a controllable account, controllable electronic record, or controllable payment intangible by filing.
(2)CA Commercial Law Code § 9306.2(b)(2) Automatic perfection of a security interest in a controllable payment intangible created by a sale of the controllable payment intangible.

Section § 9307

Explanation

This section explains how to determine where a debtor is officially located for legal purposes, which matters for things like financial transactions and security interests. If you're an individual, you're located where you mainly live. If you're an organization with one place of business, that's your location. If you have multiple places of business, it’s where your main office is. Special rules apply if these places are in countries that require certain public records about financial interests. If the rules don't apply, you're considered to be in Washington, D.C. Registered companies are located where they’re legally formed, and there are specific rules for banks and foreign businesses. The section specifies different conditions for locating registered organizations or banks under U.S. law or in specific states, especially if a company has ceased operations or a bank is operating a branch not organized in the U.S.

(a)CA Commercial Law Code § 9307(a) In this section, “place of business” means a place where a debtor conducts its affairs.
(b)CA Commercial Law Code § 9307(b) Except as otherwise provided in this section, the following rules determine a debtor’s location:
(1)CA Commercial Law Code § 9307(b)(1) A debtor who is an individual is located at the individual’s principal residence.
(2)CA Commercial Law Code § 9307(b)(2) A debtor that is an organization and has only one place of business is located at its place of business.
(3)CA Commercial Law Code § 9307(b)(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.
(c)CA Commercial Law Code § 9307(c) Subdivision (b) applies only if a debtor’s residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If subdivision (b) does not apply, the debtor is located in the District of Columbia.
(d)CA Commercial Law Code § 9307(d) A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subdivisions (b) and (c).
(e)CA Commercial Law Code § 9307(e) A registered organization that is organized under the law of a state is located in that state.
(f)CA Commercial Law Code § 9307(f) Except as otherwise provided in subdivision (i), a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located in any of the following jurisdictions:
(1)CA Commercial Law Code § 9307(f)(1) In the state that the law of the United States designates, if the law designates a state of location.
(2)CA Commercial Law Code § 9307(f)(2) In the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office.
(3)CA Commercial Law Code § 9307(f)(3) In the District of Columbia, if neither paragraph (1) nor paragraph (2) applies.
(g)CA Commercial Law Code § 9307(g) A registered organization continues to be located in the jurisdiction specified by subdivision (e) or (f) notwithstanding either of the following:
(1)CA Commercial Law Code § 9307(g)(1) The suspension, revocation, forfeiture, or lapse of the registered organization’s status as such in its jurisdiction of organization.
(2)CA Commercial Law Code § 9307(g)(2) The dissolution, winding up, or cancellation of the existence of the registered organization.
(h)CA Commercial Law Code § 9307(h) The United States is located in the District of Columbia.
(i)CA Commercial Law Code § 9307(i) A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.
(j)CA Commercial Law Code § 9307(j) A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.
(k)CA Commercial Law Code § 9307(k) This section applies only for purposes of this chapter.

Section § 9308

Explanation

This section explains how security interests and agricultural liens become 'perfected', meaning they are legally enforceable against third parties. A security interest is perfected when it has attached, and all necessary steps have been taken according to specific sections. Similarly, an agricultural lien is perfected when it becomes effective and meets the criteria for perfection. Once perfected, these interests remain continuously perfected if the method of perfection changes but there is no gap in its status. Additionally, perfecting a security interest in collateral also perfects rights related to it, such as obligations or entitlements linked to securities accounts or commodity accounts.

(a)CA Commercial Law Code § 9308(a) Except as otherwise provided in this section and in Section 9309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in Sections 9310 to 9316, inclusive, have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.
(b)CA Commercial Law Code § 9308(b) An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in Section 9310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.
(c)CA Commercial Law Code § 9308(c) A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this division and is later perfected by another method under this division, without an intermediate period when it was unperfected.
(d)CA Commercial Law Code § 9308(d) Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.
(e)CA Commercial Law Code § 9308(e) Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.
(f)CA Commercial Law Code § 9308(f) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.
(g)CA Commercial Law Code § 9308(g) Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.

Section § 9309

Explanation

This law explains various scenarios under which security interests are automatically perfected when they attach. This means no further steps are needed to secure these interests against claims from other creditors. Such scenarios include purchase money security interests in consumer goods, certain assignments of accounts, sales of payment intangibles or promissory notes, assignments related to healthcare receivables, and others. Also covered are situations involving financial and investment securities, transactions benefiting creditors, and sales related to lottery winnings.

The following security interests are perfected when they attach:
(1)CA Commercial Law Code § 9309(1) A purchase money security interest in consumer goods, except as otherwise provided in subdivision (b) of Section 9311 with respect to consumer goods that are subject to a statute or treaty described in subdivision (a) of Section 9311.
(2)CA Commercial Law Code § 9309(2) An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or payment intangibles.
(3)CA Commercial Law Code § 9309(3) A sale of a payment intangible.
(4)CA Commercial Law Code § 9309(4) A sale of a promissory note.
(5)CA Commercial Law Code § 9309(5) A security interest created by the assignment of a health care insurance receivable to the provider of the health care goods or services.
(6)CA Commercial Law Code § 9309(6) A security interest arising under Section 2401 or 2505, under subdivision (3) of Section 2711, or under subdivision (5) of Section 10508, until the debtor obtains possession of the collateral.
(7)CA Commercial Law Code § 9309(7) A security interest of a collecting bank arising under Section 4210.
(8)CA Commercial Law Code § 9309(8) A security interest of an issuer or nominated person arising under Section 5118.
(9)CA Commercial Law Code § 9309(9) A security interest arising in the delivery of a financial asset under subdivision (c) of Section 9206.
(10)CA Commercial Law Code § 9309(10) A security interest in investment property created by a broker or securities intermediary.
(11)CA Commercial Law Code § 9309(11) A security interest in a commodity contract or a commodity account created by a commodity intermediary.
(12)CA Commercial Law Code § 9309(12) An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder.
(13)CA Commercial Law Code § 9309(13) A security interest created by an assignment of a beneficial interest in a decedent’s estate.
(14)CA Commercial Law Code § 9309(14) A sale by an individual of an account that is a right to payment of winnings in a lottery or other game of chance.

Section § 9310

Explanation

This section outlines when you must file a financing statement to secure an interest on a property, like a lien, but it also lists exceptions. Generally, you need to file to make the interest official and protect it. However, there are many situations where filing isn't necessary, such as when the interest is covered by certain other laws, stays with the property holder, or involves specific types of goods or financial instruments. It also mentions that once a secured interest is assigned, it remains protected without needing a new filing.

(a)CA Commercial Law Code § 9310(a) Except as otherwise provided in subdivision (b) and in subdivision (b) of Section 9312, a financing statement must be filed to perfect all security interests and agricultural liens.
(b)CA Commercial Law Code § 9310(b) The filing of a financing statement is not necessary to perfect a security interest that satisfies any of the following conditions:
(1)CA Commercial Law Code § 9310(b)(1) It is perfected under subdivision (d), (e), (f), or (g) of Section 9308.
(2)CA Commercial Law Code § 9310(b)(2) It is perfected under Section 9309 when it attaches.
(3)CA Commercial Law Code § 9310(b)(3) It is a security interest in property subject to a statute, regulation, or treaty described in subdivision (a) of Section 9311.
(4)CA Commercial Law Code § 9310(b)(4) It is a security interest in goods in possession of a bailee which is perfected under paragraph (1) or (2) of subdivision (d) of Section 9312.
(5)CA Commercial Law Code § 9310(b)(5) It is a security interest in certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under subdivision (e), (f), or (g) of Section 9312.
(6)CA Commercial Law Code § 9310(b)(6) It is a security interest in collateral in the secured party’s possession under Section 9313.
(7)CA Commercial Law Code § 9310(b)(7) It is a security interest in a certificated security which is perfected by delivery of the security certificate to the secured party under Section 9313.
(8)CA Commercial Law Code § 9310(b)(8) It is a security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property, or letter-of-credit rights which is perfected by control under Section 9314.
(9)CA Commercial Law Code § 9310(b)(9) It is a security interest in proceeds which is perfected under Section 9315.
(10)CA Commercial Law Code § 9310(b)(10) It is perfected under Section 9316.
(11)CA Commercial Law Code § 9310(b)(11) It is a security interest in, or claim in or under, any policy of insurance including unearned premiums which is perfected by written notice to the insurer under paragraph (4) of subdivision (b) of Section 9312.
(12)CA Commercial Law Code § 9310(b)(12) It is a security interest in chattel paper which is perfected by possession and control under Section 9314.1.
(c)CA Commercial Law Code § 9310(c) If a secured party assigns a perfected security interest or agricultural lien, a filing under this division is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.

Section § 9311

Explanation

This section explains when filing a financing statement is not needed to perfect a security interest in certain types of property. You don't need to file if the property is covered by specific federal or state laws, like vehicle registration or air contaminant registries. If you meet the legal requirements for these situations, it's as if you filed the statement. The law also notes that if the property is inventory held for sale or lease, the normal rules for filing might apply again.

(a)CA Commercial Law Code § 9311(a) Except as otherwise provided in subdivision (d), the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to any of the following:
(1)CA Commercial Law Code § 9311(a)(1) A statute, regulation, or treaty of the United States whose requirements for a security interest’s obtaining priority over the rights of a lien creditor with respect to the property preempt subdivision (a) of Section 9310.
(2)Copy CA Commercial Law Code § 9311(a)(2)
(A)Copy CA Commercial Law Code § 9311(a)(2)(A) The provisions of the Vehicle Code which require registration of a vehicle or boat.
(B)CA Commercial Law Code § 9311(a)(2)(A)(B) The provisions of the Health and Safety Code which require registration of a mobilehome or commercial coach, except that during any period in which collateral is inventory, the filing provisions of Chapter 5 (commencing with Section 9501) apply to a security interest in that collateral.
(C)CA Commercial Law Code § 9311(a)(2)(A)(C) The provisions of the Health and Safety Code which require registration of all interests in approved air contaminant emission reductions (Sections 40709 to 40713, inclusive, of the Health and Safety Code).
(3)CA Commercial Law Code § 9311(a)(3) A statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the property.
(b)CA Commercial Law Code § 9311(b) Compliance with the requirements of a statute, regulation, or treaty described in subdivision (a) for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this division. Except as otherwise provided in subdivision (d), in Section 9313, and in subdivisions (d) and (e) of Section 9316 for goods covered by a certificate of title, a security interest in property subject to a statute, regulation, or treaty described in subdivision (a) may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.
(c)CA Commercial Law Code § 9311(c) Except as otherwise provided in subdivision (d) and in subdivisions (d) and (e) of Section 9316, duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subdivision (a) are governed by the statute, regulation, or treaty. In other respects, the security interest is subject to this division.
(d)CA Commercial Law Code § 9311(d) During any period in which collateral subject to a statute specified in paragraph (2) of subdivision (a) is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.

Section § 9312

Explanation

This section outlines how to secure a legal claim, known as a 'security interest,' on various types of assets like chattel paper, deposit accounts, and negotiable documents. For most assets, filing a record secures this interest, but there are exceptions. For example, deposit accounts and electronic money can only be secured by taking control over them, while tangible money requires possession. If goods are held by a bailee (someone temporarily holding property for you), the manner in which you secure an interest can depend on whether the documentation is negotiable or not. Additionally, when dealing with temporary transfers for certain purposes like sale or exchange, an interest can remain secure for 20 days without the need to file documentation. After this period, further action is needed to remain protected.

(a)CA Commercial Law Code § 9312(a) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.
(b)CA Commercial Law Code § 9312(b) Except as otherwise provided in subdivisions (c) and (d) of Section 9315 for proceeds, all of the following apply:
(1)CA Commercial Law Code § 9312(b)(1) A security interest in a deposit account may be perfected only by control under Section 9314.
(2)CA Commercial Law Code § 9312(b)(2) Except as otherwise provided in subdivision (d) of Section 9308, a security interest in a letter-of-credit right may be perfected only by control under Section 9314.
(3)CA Commercial Law Code § 9312(b)(3) A security interest in tangible money may be perfected only by the secured party’s taking possession under Section 9313.
(4)CA Commercial Law Code § 9312(b)(4) A security interest in, or claim in or under, any policy of insurance, including unearned premiums, may be perfected only by giving written notice of the security interest or claim to the insurer. This paragraph does not apply to a health care insurance receivable. A security interest in a health care insurance receivable may be perfected only as otherwise provided in this division.
(5)CA Commercial Law Code § 9312(b)(5) A security interest in electronic money may be perfected only by control under Section 9314.
(c)CA Commercial Law Code § 9312(c) While goods are in the possession of a bailee that has issued a negotiable document covering the goods, both of the following apply:
(1)CA Commercial Law Code § 9312(c)(1) A security interest in the goods may be perfected by perfecting a security interest in the document.
(2)CA Commercial Law Code § 9312(c)(2) A security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.
(d)CA Commercial Law Code § 9312(d) While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by any of the following methods:
(1)CA Commercial Law Code § 9312(d)(1) Issuance of a document in the name of the secured party.
(2)CA Commercial Law Code § 9312(d)(2) The bailee’s receipt of notification of the secured party’s interest.
(3)CA Commercial Law Code § 9312(d)(3) Filing as to the goods.
(e)CA Commercial Law Code § 9312(e) A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under a signed security agreement.
(f)CA Commercial Law Code § 9312(f) A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of either of the following:
(1)CA Commercial Law Code § 9312(f)(1) Ultimate sale or exchange.
(2)CA Commercial Law Code § 9312(f)(2) Loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.
(g)CA Commercial Law Code § 9312(g) A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of either of the following:
(1)CA Commercial Law Code § 9312(g)(1) Ultimate sale or exchange.
(2)CA Commercial Law Code § 9312(g)(2) Presentation, collection, enforcement, renewal, or registration of transfer.
(h)CA Commercial Law Code § 9312(h) After the 20-day period specified in subdivision (e), (f), or (g) expires, perfection depends upon compliance with this division.

Section § 9313

Explanation

This section explains how a secured party can claim a legal right on items like goods, money, or documents by physically holding onto them. This process is called "perfecting a security interest." Generally, to secure this right, the party must take possession of the item involved. For goods that have a title in California, there are specific cases mentioned in another section where possession applies. If the item is with someone other than the debtor, that person must acknowledge they're holding it for the secured party. The security interest is valid as long as the secured party holds onto the item, starting when they first take possession. There are some exceptions and rules about the duties of people holding these items, but generally, they have no obligation to confirm anything unless they agree to it.

(a)CA Commercial Law Code § 9313(a) Except as otherwise provided in subdivision (b), a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under Section 8301.
(b)CA Commercial Law Code § 9313(b) With respect to goods covered by a certificate of title issued by this state, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in subdivision (d) of Section 9316.
(c)CA Commercial Law Code § 9313(c) With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business, when either of the following conditions is satisfied:
(1)CA Commercial Law Code § 9313(c)(1) The person in possession signs a record acknowledging that it holds possession of the collateral for the secured party’s benefit.
(2)CA Commercial Law Code § 9313(c)(2) The person takes possession of the collateral after having signed a record acknowledging that it will hold possession of the collateral for the secured party’s benefit.
(d)CA Commercial Law Code § 9313(d) If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not earlier than the time the secured party takes possession and continues only while the secured party retains possession.
(e)CA Commercial Law Code § 9313(e) A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under Section 8301 and remains perfected by delivery until the debtor obtains possession of the security certificate.
(f)CA Commercial Law Code § 9313(f) A person in possession of collateral is not required to acknowledge that it holds possession for a secured party’s benefit.
(g)CA Commercial Law Code § 9313(g) If a person acknowledges that it holds possession for the secured party’s benefit, both of the following apply:
(1)CA Commercial Law Code § 9313(g)(1) The acknowledgment is effective under subdivision (c) or under subdivision (a) of Section 8301, even if the acknowledgment violates the rights of a debtor.
(2)CA Commercial Law Code § 9313(g)(2) Unless the person otherwise agrees or law other than this division otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.
(h)CA Commercial Law Code § 9313(h) A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business if the person was instructed before the delivery or is instructed contemporaneously with the delivery to do either of the following:
(1)CA Commercial Law Code § 9313(h)(1) To hold possession of the collateral for the secured party’s benefit.
(2)CA Commercial Law Code § 9313(h)(2) To redeliver the collateral to the secured party.
(i)CA Commercial Law Code § 9313(i) A secured party does not relinquish possession, even if a delivery under subdivision (h) violates the rights of a debtor. A person to which collateral is delivered under subdivision (h) does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this division otherwise provides.

Section § 9314

Explanation

This law discusses how to ensure a security interest in certain types of property, like electronic money or investment property, is legally recognized and protected. To 'perfect' a security interest means to establish a legal claim to the asset. You can do this by having 'control' over the asset, which involves certain specific actions. For some assets, like electronic accounts, you gain and keep legal protection as long as you have control. For investment properties, this protection ends if you lose control and certain conditions occur, such as the debtor taking possession or being registered as owner.

(a)CA Commercial Law Code § 9314(a) A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected by control of the collateral under Section 7106, 9104, 9105.1, 9106, 9107, or 9107.1.
(b)CA Commercial Law Code § 9314(b) A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, or letter-of-credit rights is perfected by control under Section 7106, 9104, 9105.1, 9107, or 9107.1 not earlier than the time the secured party obtains control and remains perfected by control only while the secured party retains control.
(c)CA Commercial Law Code § 9314(c) A security interest in investment property is perfected by control under Section 9106 not earlier than the time the secured party obtains control and remains perfected by control until both of the following conditions are satisfied:
(1)CA Commercial Law Code § 9314(c)(1) The secured party does not have control.
(2)CA Commercial Law Code § 9314(c)(2) One of the following occurs:
(A)CA Commercial Law Code § 9314(c)(2)(A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate.
(B)CA Commercial Law Code § 9314(c)(2)(B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner.
(C)CA Commercial Law Code § 9314(c)(2)(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

Section § 9314.1

Explanation

This law explains how a secured party can secure their interest in chattel paper, which is a document showing either a monetary obligation or a lease of goods. To do this, they need to physically hold tangible copies of the paper and control electronic versions. The security interest becomes effective only when they take and keep this control. Specific rules from another section also help manage how they maintain this security.

(a)CA Commercial Law Code § 9314.1(a) A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper.
(b)CA Commercial Law Code § 9314.1(b) A security interest is perfected under subdivision (a) not earlier than the time the secured party takes possession and obtains control and remains perfected under subdivision (a) only while the secured party retains possession and control.
(c)CA Commercial Law Code § 9314.1(c) Subdivisions (c) and (f) to (i), inclusive, of Section 9313 apply to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.

Section § 9315

Explanation

This law explains what happens to a security interest or lien when the collateral is sold or otherwise disposed of. Generally, the security interest survives unless the secured party allows it to be removed. If collateral generates proceeds, the security interest still applies to those proceeds, as long as they are identifiable. If these proceeds are mixed with other property, they must be traceable using specific legal methods to retain the security interest. A perfected security interest in the original collateral will stay perfected in the proceeds for 21 days, unless certain conditions are met, such as having the appropriate paperwork filed or identifying the proceeds as cash. Cash proceeds maintain their status as cash, even when handled by an officer enforcing a judgment.

(a)CA Commercial Law Code § 9315(a) Except as otherwise provided in this division and in subdivision (2) of Section 2403, both of the following apply:
(1)CA Commercial Law Code § 9315(a)(1) A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien.
(2)CA Commercial Law Code § 9315(a)(2) A security interest attaches to any identifiable proceeds of collateral.
(b)CA Commercial Law Code § 9315(b) Proceeds that are commingled with other property are identifiable proceeds as follows:
(1)CA Commercial Law Code § 9315(b)(1) If the proceeds are goods, to the extent provided by Section 9336.
(2)CA Commercial Law Code § 9315(b)(2) If the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this division with respect to commingled property of the type involved.
(c)CA Commercial Law Code § 9315(c) A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.
(d)CA Commercial Law Code § 9315(d) A perfected security interest in proceeds becomes unperfected on the 21st day after the security interest attaches to the proceeds unless any of the following conditions is satisfied:
(1)CA Commercial Law Code § 9315(d)(1) All of the following are satisfied:
(A)CA Commercial Law Code § 9315(d)(1)(A) A filed financing statement covers the original collateral.
(B)CA Commercial Law Code § 9315(d)(1)(B) The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed.
(C)CA Commercial Law Code § 9315(d)(1)(C) The proceeds are not acquired with cash proceeds.
(2)CA Commercial Law Code § 9315(d)(2) The proceeds are identifiable cash proceeds.
(3)CA Commercial Law Code § 9315(d)(3) The security interest in the proceeds is perfected other than under subdivision (c) when the security interest attaches to the proceeds or within 20 days thereafter.
(e)CA Commercial Law Code § 9315(e) If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under paragraph (1) of subdivision (d) becomes unperfected at the later of either of the following:
(1)CA Commercial Law Code § 9315(e)(1) When the effectiveness of the filed financing statement lapses under Section 9515 or is terminated under Section 9513.
(2)CA Commercial Law Code § 9315(e)(2) The 21st day after the security interest attaches to the proceeds.
(f)CA Commercial Law Code § 9315(f) Cash proceeds retain their character as cash proceeds while in the possession of a levying officer pursuant to Title 6.5 (commencing with Section 481.010) or Title 9 (commencing with Section 680.010) of Part 2 of the Code of Civil Procedure.

Section § 9316

Explanation

This law deals with the rules for keeping a security interest (a legal claim on collateral to secure a debt) valid or 'perfected' when circumstances change, such as the debtor moving to a new location or transferring collateral. It outlines how long a security interest remains valid and what needs to happen to maintain its status when these changes occur. If the security isn't properly perfected in the new jurisdiction within certain time limits, it could lose its perfected status, meaning it's as if it was never perfected against a purchaser. Specific rules apply to different types of collateral, like goods with titles, chattel paper, accounts, and investment property, each with their own timelines and conditions for maintaining perfection.

(a)CA Commercial Law Code § 9316(a) A security interest perfected pursuant to the law of the jurisdiction designated in subdivision (1) of Section 9301, subdivision (c) of Section 9305, subdivision (d) of Section 9306.1, or subdivision (b) of Section 9306.2 remains perfected until the earliest of any of the following:
(1)CA Commercial Law Code § 9316(a)(1) The time perfection would have ceased under the law of that jurisdiction.
(2)CA Commercial Law Code § 9316(a)(2) The expiration of four months after a change of the debtor’s location to another jurisdiction.
(3)CA Commercial Law Code § 9316(a)(3) The expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.
(b)CA Commercial Law Code § 9316(b) If a security interest described in subdivision (a) becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subdivision, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(c)CA Commercial Law Code § 9316(c) A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if all of the following conditions are satisfied:
(1)CA Commercial Law Code § 9316(c)(1) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction.
(2)CA Commercial Law Code § 9316(c)(2) Thereafter the collateral is brought into another jurisdiction.
(3)CA Commercial Law Code § 9316(c)(3) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.
(d)CA Commercial Law Code § 9316(d) Except as otherwise provided in subdivision (e), a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.
(e)CA Commercial Law Code § 9316(e) A security interest described in subdivision (d) becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under subdivision (b) of Section 9311 or under Section 9313 are not satisfied before the earlier of either of the following:
(1)CA Commercial Law Code § 9316(e)(1) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this state.
(2)CA Commercial Law Code § 9316(e)(2) The expiration of four months after the goods had become so covered.
(f)CA Commercial Law Code § 9316(f) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper’s jurisdiction, the controllable electronic record’s jurisdiction, the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction, or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of the following:
(1)CA Commercial Law Code § 9316(f)(1) The time the security interest would have become unperfected under the law of that jurisdiction.
(2)CA Commercial Law Code § 9316(f)(2) The expiration of four months after a change of the applicable jurisdiction to another jurisdiction.
(g)CA Commercial Law Code § 9316(g) If a security interest described in subdivision (f) becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subdivision, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(h)CA Commercial Law Code § 9316(h) The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction:
(1)CA Commercial Law Code § 9316(h)(1) A financing statement filed before the change pursuant to the law of the jurisdiction designated in paragraph (1) of Section 9301 or subdivision (c) of Section 9305 is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.
(2)CA Commercial Law Code § 9316(h)(2) If a security interest perfected by a financing statement that is effective under paragraph (1) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in paragraph (1) of Section 9301 or subdivision (c) of Section 9305 or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(i)CA Commercial Law Code § 9316(i) If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in paragraph (1) of Section 9301 or subdivision (c) of Section 9305 and the new debtor is located in another jurisdiction, each of the following rules apply:
(1)CA Commercial Law Code § 9316(i)(1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under subdivision (d) of Section 9203, if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.
(2)CA Commercial Law Code § 9316(i)(2) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in paragraph (1) of Section 9301 or subdivision (c) of Section 9305 or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

Section § 9317

Explanation

This law explains situations where a security interest or agricultural lien is ranked lower than someone else's rights. Generally, if a person makes a purchase without knowing about a security interest and before it's officially established, they can own the item free of any claims. Different rules apply depending on whether we're talking about goods, lease agreements, or digital documents. For example, if a buyer pays for tangible items or digital records without knowing a security interest exists and before it is formalized, they can keep the item free of such claims. Special rules mention how filing a financing statement can affect priority. Overall, the key idea is that buying without knowledge of existing claims can protect buyers from those claims, provided those claims aren’t yet perfected or filed properly.

(a)CA Commercial Law Code § 9317(a) A security interest or agricultural lien is subordinate to the rights of both of the following:
(1)CA Commercial Law Code § 9317(a)(1) A person entitled to priority under Section 9322.
(2)CA Commercial Law Code § 9317(a)(2) Except as otherwise provided in subdivision (e), a person that becomes a lien creditor before the earlier of the time the security interest or agricultural lien is perfected, or one of the conditions specified in paragraph (3) of subdivision (b) of Section 9203 is met and a financing statement covering the collateral is filed.
(b)CA Commercial Law Code § 9317(b) Except as otherwise provided in subdivision (e), a buyer, other than a secured party, of goods, instruments, tangible documents, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.
(c)CA Commercial Law Code § 9317(c) Except as otherwise provided in subdivision (e), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.
(d)CA Commercial Law Code § 9317(d) Subject to subdivisions (f) to (i), inclusive, a licensee of a general intangible or a buyer, other than a secured party, of collateral other than electronic money, goods, instruments, tangible documents, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.
(e)CA Commercial Law Code § 9317(e) Except as otherwise provided in Sections 9320 and 9321, if a person files a financing statement with respect to a purchase money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.
(f)CA Commercial Law Code § 9317(f) A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and both of the following conditions are satisfied:
(1)CA Commercial Law Code § 9317(f)(1) The buyer receives delivery of each authoritative tangible copy of the record evidencing the chattel paper.
(2)CA Commercial Law Code § 9317(f)(2) If each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under Section 9105, the buyer obtains control of each authoritative electronic copy.
(g)CA Commercial Law Code § 9317(g) A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under Section 7106, obtains control of each authoritative electronic copy.
(h)CA Commercial Law Code § 9317(h) A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.
(i)CA Commercial Law Code § 9317(i) A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible.

Section § 9318

Explanation

This law says that if someone (a debtor) sells certain financial items like accounts, payment rights, or notes, they no longer have any legal claim or ownership over them. However, for other people who might have claims or are purchasing these items from the debtor, while the buyer's claim isn't officially recorded, the debtor is considered to still have ownership and rights over what they sold. This means that even if it seems like the debtor is no longer involved, legally, they are treated as if they still own what they sold until the buyer's rights are fully recognized.

(a)CA Commercial Law Code § 9318(a) A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.
(b)CA Commercial Law Code § 9318(b) For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.

Section § 9319

Explanation

This law section explains that generally, when goods are being held by a consignee (the person or business to whom items are shipped), they are considered to have the same rights to the goods as the consignor (the person who shipped it) for selling to others or dealing with creditors. However, if another law says the consignor's secured interest in the goods would be prioritized over a creditor's claims, then that other law is what decides the consignee's rights and title to the goods.

(a)CA Commercial Law Code § 9319(a) Except as otherwise provided in subdivision (b), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.
(b)CA Commercial Law Code § 9319(b) For purposes of determining the rights of a creditor of a consignee, law other than this division determines the rights and title of a consignee while goods are in the consignee’s possession if, under this chapter, a perfected security interest held by the consignor would have priority over the rights of the creditor.

Section § 9320

Explanation

This law describes situations where buyers can obtain goods free from security interests. A buyer in the ordinary course of business can purchase goods free from a seller's security interest even if the buyer knows about it, unless noted otherwise. If buying for personal, family, or household use, the buyer must not know about the security interest, must pay for the goods, and must do so before the related financing statement is filed. Buyers of oil, gas, or minerals take them free of claims at the extraction site. However, if the goods are under the control of the secured party, the rules change.

(a)CA Commercial Law Code § 9320(a) Except as otherwise provided in subdivision (e), a buyer in ordinary course of business takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.
(b)CA Commercial Law Code § 9320(b) Except as otherwise provided in subdivision (e), a buyer of goods from a person who used or bought the goods for use primarily for personal, family, or household purposes takes free of a security interest, even if perfected, if all of the following conditions are satisfied:
(1)CA Commercial Law Code § 9320(b)(1) The buyer buys without knowledge of the security interest.
(2)CA Commercial Law Code § 9320(b)(2) The buyer buys for value.
(3)CA Commercial Law Code § 9320(b)(3) The buyer buys primarily for the buyer’s personal, family, or household purposes.
(4)CA Commercial Law Code § 9320(b)(4) The buyer buys before the filing of a financing statement covering the goods.
(c)CA Commercial Law Code § 9320(c) To the extent that it affects the priority of a security interest over a buyer of goods under subdivision (b), the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by subdivisions (a) and (b) of Section 9316.
(d)CA Commercial Law Code § 9320(d) A buyer in ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.
(e)CA Commercial Law Code § 9320(e) Subdivisions (a) and (b) do not affect a security interest in goods in the possession of the secured party under Section 9313.

Section § 9321

Explanation

This law explains what it means to be a "licensee in ordinary course of business," which is someone who becomes a licensee without knowing they might be infringing on someone else's rights, following standard industry practices. It also states that these licensees are protected from existing security interests attached to the licensed intangible assets, meaning they can enjoy their rights under a nonexclusive license without being affected by such claims, even if they know about them. The same protection applies to lessees in ordinary course of business regarding leased goods.

(a)CA Commercial Law Code § 9321(a) In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.
(b)CA Commercial Law Code § 9321(b) Except as otherwise provided in Section 9321.1, a licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.
(c)CA Commercial Law Code § 9321(c) A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

Section § 9321.1

Explanation

If you have a nonexclusive license to a film made under certain U.S. labor agreements, you must respect any secured financial claims related to paying residuals owed through those agreements. 'Motion picture' and 'residuals' are defined by the agreements themselves.

A licensee of nonexclusive rights in a motion picture that is produced pursuant to one or more collective bargaining agreements governed by the laws of the United States takes its nonexclusive license in that motion picture subject to any perfected security interest securing the obligation to pay residuals as set forth in the applicable collective bargaining agreement and arising from exploitation under the license. The terms “motion picture” and “residuals” have the meaning ascribed to those terms under the applicable collective bargaining agreements.

Section § 9322

Explanation

This section deals with how to decide who gets first claim on the same asset when there are multiple interests, like security interests or agricultural liens. Usually, whoever files their claim first or perfects their interest first gets priority. A perfected interest means it's been legally established and can win over an unperfected interest. If all interests are unperfected, then the one that attaches first wins. For certain interests and under certain rules, the timing of filing can also affect claims on proceeds, or earnings, from the original collateral. There are special rules if the collateral involves things like chattel paper or investment properties, and sometimes other laws can affect these rules. An agricultural lien gets priority if the law that created it says so.

(a)CA Commercial Law Code § 9322(a) Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:
(1)CA Commercial Law Code § 9322(a)(1) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.
(2)CA Commercial Law Code § 9322(a)(2) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.
(3)CA Commercial Law Code § 9322(a)(3) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.
(b)CA Commercial Law Code § 9322(b) For the purposes of paragraph (1) of subdivision (a), the following rules apply:
(1)CA Commercial Law Code § 9322(b)(1) The time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds.
(2)CA Commercial Law Code § 9322(b)(2) The time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.
(c)CA Commercial Law Code § 9322(c) Except as otherwise provided in subdivision (f), a security interest in collateral which qualifies for priority over a conflicting security interest under Section 9327, 9328, 9329, 9330, or 9331 also has priority over a conflicting security interest in both of the following:
(1)CA Commercial Law Code § 9322(c)(1) Any supporting obligation for the collateral.
(2)CA Commercial Law Code § 9322(c)(2) Proceeds of the collateral if all of the following conditions are satisfied:
(A)CA Commercial Law Code § 9322(c)(2)(A) The security interest in proceeds is perfected.
(B)CA Commercial Law Code § 9322(c)(2)(B) The proceeds are cash proceeds or of the same type as the collateral.
(C)CA Commercial Law Code § 9322(c)(2)(C) In the case of proceeds that are proceeds of proceeds, all intervening proceeds are cash proceeds, proceeds of the same type as the collateral, or an account relating to the collateral.
(d)CA Commercial Law Code § 9322(d) Subject to subdivision (e) and except as otherwise provided in subdivision (f), if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property, or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security interests in proceeds of the collateral rank according to priority in time of filing.
(e)CA Commercial Law Code § 9322(e) Subdivision (d) applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property, or letter-of-credit rights.
(f)CA Commercial Law Code § 9322(f) Subdivisions (a) to (e), inclusive, are subject to all of the following:
(1)CA Commercial Law Code § 9322(f)(1) Subdivision (g) and the other provisions of this chapter.
(2)CA Commercial Law Code § 9322(f)(2) Section 4210 with respect to a security interest of a collecting bank.
(3)CA Commercial Law Code § 9322(f)(3) Section 5118 with respect to a security interest of an issuer or nominated person.
(4)CA Commercial Law Code § 9322(f)(4) Section 9110 with respect to a security interest arising under Division 2 (commencing with Section 2101) or Division 10 (commencing with Section 10101).
(g)CA Commercial Law Code § 9322(g) A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.

Section § 9323

Explanation
This section is about how security interests work, especially when loans or advances are involved. It explains that if a security interest is used to back a loan, the time when the advance is made is important for determining its priority and enforcement. If the advance is made after someone else's lien or claim (like that of a lien creditor) is established, it might take a lower priority unless certain conditions are met, like not knowing about the lien when the advance was made. Special rules apply if the security interest is for accounts or notes. It also notes that buyers or lessees might not be subject to a security interest if they acquire goods or leases after certain events without knowledge of the security interest.
(a)CA Commercial Law Code § 9323(a) Except as otherwise provided in subdivision (c), for purposes of determining the priority of a perfected security interest under paragraph (1) of subdivision (a) of Section 9322, perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that satisfies both of the following conditions:
(1)CA Commercial Law Code § 9323(a)(1) It is made while the security interest is perfected only under either of the following:
(A)CA Commercial Law Code § 9323(a)(1)(A) Under Section 9309 when it attaches.
(B)CA Commercial Law Code § 9323(a)(1)(B) Temporarily under subdivision (e), (f), or (g) of Section 9312.
(2)CA Commercial Law Code § 9323(a)(2) It is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under Section 9309 or under subdivision (e), (f), or (g) of Section 9312.
(b)CA Commercial Law Code § 9323(b) Except as otherwise provided in subdivision (c), a security interest is subordinate to the rights of a person who becomes a lien creditor to the extent that the security interest secures an advance made more than 45 days after the person becomes a lien creditor unless either of the following conditions is satisfied:
(1)CA Commercial Law Code § 9323(b)(1) The advance is made without knowledge of the lien.
(2)CA Commercial Law Code § 9323(b)(2) The advance is made pursuant to a commitment entered into without knowledge of the lien.
(c)CA Commercial Law Code § 9323(c) Subdivisions (a) and (b) do not apply to a security interest held by a secured party who is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.
(d)CA Commercial Law Code § 9323(d) Except as otherwise provided in subdivision (e), a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of the following:
(1)CA Commercial Law Code § 9323(d)(1) The time the secured party acquires knowledge of the buyer’s purchase.
(2)CA Commercial Law Code § 9323(d)(2) Forty-five days after the purchase.
(e)CA Commercial Law Code § 9323(e) Subdivision (d) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer’s purchase and before the expiration of the 45-day period.
(f)CA Commercial Law Code § 9323(f) Except as otherwise provided in subdivision (g), a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of either of the following:
(1)CA Commercial Law Code § 9323(f)(1) The time the secured party acquires knowledge of the lease.
(2)CA Commercial Law Code § 9323(f)(2) Forty-five days after the lease contract becomes enforceable.
(g)CA Commercial Law Code § 9323(g) Subdivision (f) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the 45-day period.

Section § 9324

Explanation

This law section is about what happens when two or more parties have a security interest in the same property, like goods, inventory, livestock, or software. A purchase money security interest (PMSI) usually has the priority over other conflicting interests. For goods, this priority applies if the PMSI is perfected within 20 days after the debtor gets the items. For inventory, this PMSI gets priority if a notification is sent to existing interest holders and certain conditions are met. For livestock, similar rules apply, but notifications must be sent within six months. Also, when multiple parties qualify for priority over the same collateral, the law specifies whose claim takes precedence, typically the one related to the original purchase price. Exceptions and specific procedures are detailed within the sections.

(a)CA Commercial Law Code § 9324(a) Except as otherwise provided in subdivision (g), a perfected purchase money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in Section 9327, a perfected security interest in its identifiable proceeds also has priority, if the purchase money security interest is perfected when the debtor receives possession of the collateral or within 20 days thereafter.
(b)CA Commercial Law Code § 9324(b) Subject to subdivision (c) and except as otherwise provided in subdivision (g), a perfected purchase money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in Section 9330, and, except as otherwise provided in Section 9327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if all of the following conditions are satisfied:
(1)CA Commercial Law Code § 9324(b)(1) The purchase money security interest is perfected when the debtor receives possession of the inventory.
(2)CA Commercial Law Code § 9324(b)(2) The purchase money secured party sends a signed notification to the holder of the conflicting security interest.
(3)CA Commercial Law Code § 9324(b)(3) The holder of the conflicting security interest receives the notification within five years before the debtor receives possession of the inventory.
(4)CA Commercial Law Code § 9324(b)(4) The notification states that the person sending the notification has or expects to acquire a purchase money security interest in inventory of the debtor and describes the inventory.
(c)CA Commercial Law Code § 9324(c) Paragraphs (2) to (4), inclusive, of subdivision (b) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory as follows:
(1)CA Commercial Law Code § 9324(c)(1) If the purchase money security interest is perfected by filing, before the date of the filing.
(2)CA Commercial Law Code § 9324(c)(2) If the purchase money security interest is temporarily perfected without filing or possession under subdivision (f) of Section 9312, before the beginning of the 20-day period thereunder.
(d)CA Commercial Law Code § 9324(d) Subject to subdivision (e) and except as otherwise provided in subdivision (g), a perfected purchase money security interest in livestock that are farm products has priority over a conflicting security interest in the same livestock, and, except as otherwise provided in Section 9327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if all of the following conditions are satisfied:
(1)CA Commercial Law Code § 9324(d)(1) The purchase money security interest is perfected when the debtor receives possession of the livestock.
(2)CA Commercial Law Code § 9324(d)(2) The purchase money secured party sends a signed notification to the holder of the conflicting security interest.
(3)CA Commercial Law Code § 9324(d)(3) The holder of the conflicting security interest receives the notification within six months before the debtor receives possession of the livestock.
(4)CA Commercial Law Code § 9324(d)(4) The notification states that the person sending the notification has or expects to acquire a purchase money security interest in livestock of the debtor and describes the livestock.
(e)CA Commercial Law Code § 9324(e) Paragraphs (2) to (4), inclusive, of subdivision (d) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock as follows:
(1)CA Commercial Law Code § 9324(e)(1) If the purchase money security interest is perfected by filing, before the date of the filing.
(2)CA Commercial Law Code § 9324(e)(2) If the purchase money security interest is temporarily perfected without filing or possession under subdivision (f) of Section 9312, before the beginning of the 20-day period thereunder.
(f)CA Commercial Law Code § 9324(f) Except as otherwise provided in subdivision (g), a perfected purchase money security interest in software has priority over a conflicting security interest in the same collateral, and, except as otherwise provided in Section 9327, a perfected security interest in its identifiable proceeds also has priority, to the extent that the purchase money security interest in the goods in which the software was acquired for use has priority in the goods and proceeds of the goods under this section.
(g)CA Commercial Law Code § 9324(g) If more than one security interest qualifies for priority in the same collateral under subdivision (a), (b), (d), or (f), the following rules apply:
(1)CA Commercial Law Code § 9324(g)(1) A security interest securing an obligation incurred as all or part of the price of the collateral has priority over a security interest securing an obligation incurred for value given to enable the debtor to acquire rights in, or the use of, collateral.
(2)CA Commercial Law Code § 9324(g)(2) In all other cases, subdivision (a) of Section 9322 applies to the qualifying security interests.

Section § 9325

Explanation

This section explains that if a debtor has a security interest in collateral, it takes a backseat to another person's security interest if certain conditions are met. These conditions include: the debtor got the collateral already subject to someone else's security interest, that other security interest was officially recognized, and it stayed recognized without any lapses. However, this hierarchy is only valid if the competing security interest would have priority under specific legal rules or arose from specific circumstances mentioned in other sections.

(a)CA Commercial Law Code § 9325(a) Except as otherwise provided in subdivision (b), a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if all of the following apply:
(1)CA Commercial Law Code § 9325(a)(1) The debtor acquired the collateral subject to the security interest created by the other person.
(2)CA Commercial Law Code § 9325(a)(2) The security interest created by the other person was perfected when the debtor acquired the collateral.
(3)CA Commercial Law Code § 9325(a)(3) There is no period thereafter when the security interest is unperfected.
(b)CA Commercial Law Code § 9325(b) Subdivision (a) subordinates a security interest only if either of the following conditions is satisfied:
(1)CA Commercial Law Code § 9325(b)(1) The security interest otherwise would have priority solely under subdivision (a) of Section 9322 or under Section 9324.
(2)CA Commercial Law Code § 9325(b)(2) The security interest arose solely under subdivision (3) of Section 2711 or subdivision (5) of Section 10508.

Section § 9326

Explanation

This law talks about the ranking order of different security interests (essentially claims or rights to an asset) on the same piece of collateral when someone new takes over that collateral. If the new person's claim to the asset is based only on a specific type of official filing, and there's another claim that uses a different method to be made official, the second claim has a stronger position. However, if several claims use the same official filing method, the one that was filed first by the new owner wins, unless two different original owners are involved, in which case it's more complicated.

(a)CA Commercial Law Code § 9326(a) Subject to subdivision (b), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of paragraph (1) of subdivision (i) of Section 9316 or Section 9508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement.
(b)CA Commercial Law Code § 9326(b) The other provisions of this chapter determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subdivision (a). However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor’s having become bound.

Section § 9326.1

Explanation

If someone has a legal right or interest in a financial account, electronic record, or payment asset and they have control over it, their claim is stronger than someone else's claim if the other person does not have control over it.

A security interest in a controllable account, controllable electronic record, or controllable payment intangible held by a secured party having control of the account, electronic record, or payment intangible has priority over a conflicting security interest held by a secured party that does not have control.

Section § 9327

Explanation

This law section deals with how to decide who has the top claim on a bank account when more than one party has a security interest in it. If a party has control over the account, they have priority over others who don’t. Normally, if multiple parties have perfected their interest through control, the one who did so first gets priority. However, the bank where the account is held generally gets first dibs over others. But if someone else perfects their interest with a specific form of control, they might leapfrog the bank in priority.

The following rules govern priority among conflicting security interests in the same deposit account:
(1)CA Commercial Law Code § 9327(1) A security interest held by a secured party having control of the deposit account under Section 9104 has priority over a conflicting security interest held by a secured party that does not have control.
(2)CA Commercial Law Code § 9327(2) Except as otherwise provided in subdivisions (3) and (4), security interests perfected by control under Section 9314 rank according to priority in time of obtaining control.
(3)CA Commercial Law Code § 9327(3) Except as otherwise provided in subdivision (4), a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.
(4)CA Commercial Law Code § 9327(4) A security interest perfected by control under paragraph (3) of subdivision (a) of Section 9104 has priority over a security interest held by the bank with which the deposit account is maintained.

Section § 9328

Explanation

This law outlines how to determine which creditor gets paid first when they both have claims on the same investment property like stocks or bonds. Generally, the creditor who has 'control' over the investment property has the first claim. If both have control, the timing of when they got control usually decides the order. Securities and commodity intermediaries handling the accounts or contracts typically have top priority. If a security was handed over physically to a creditor without using 'control,' that creditor might also have priority. If no one has control, other rules apply. If there's still uncertainty, other specific sections (9322 and 9323) will sort it out.

The following rules govern priority among conflicting security interests in the same investment property:
(1)CA Commercial Law Code § 9328(1) A security interest held by a secured party having control of investment property under Section 9106 has priority over a security interest held by a secured party that does not have control of the investment property.
(2)CA Commercial Law Code § 9328(2) Except as otherwise provided in subdivisions (3) and (4), conflicting security interests held by secured parties each of which has control under Section 9106 rank according to priority in time of one of the following:
(A)CA Commercial Law Code § 9328(2)(A) If the collateral is a security, obtaining control.
(B)CA Commercial Law Code § 9328(2)(B) If the collateral is a security entitlement carried in a securities account and if the secured party obtained control under paragraph (1) of subdivision (d) of Section 8106, the secured party’s becoming the person for which the securities account is maintained.
(C)CA Commercial Law Code § 9328(2)(C) If the collateral is a security entitlement carried in a securities account and if the secured party obtained control under paragraph (2) of subdivision (d) of Section 8106, the securities intermediary’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried, or to be carried, in the securities account.
(D)CA Commercial Law Code § 9328(2)(D) If the collateral is a security entitlement carried in a securities account and if the secured party obtained control through another person under paragraph (3) of subdivision (d) of Section 8106, the time on which priority would be based under this paragraph if the other person were the secured party.
(E)CA Commercial Law Code § 9328(2)(E) If the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in paragraph (2) of subdivision (b) of Section 9106 with respect to commodity contracts carried, or to be carried, with the commodity intermediary.
(3)CA Commercial Law Code § 9328(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.
(4)CA Commercial Law Code § 9328(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.
(5)CA Commercial Law Code § 9328(5) A security interest in a certificated security in registered form which is perfected by taking delivery under subdivision (a) of Section 9313 and not by control under Section 9314 has priority over a conflicting security interest perfected by a method other than control.
(6)CA Commercial Law Code § 9328(6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under Section 9106 rank equally.
(7)CA Commercial Law Code § 9328(7) In all other cases, priority among conflicting security interests in investment property is governed by Sections 9322 and 9323.

Section § 9329

Explanation

This law explains how to decide who gets priority when there are competing claims to the same right tied to a letter of credit. The key rule is that the party with control over the letter-of-credit right has priority over any other competing claim that doesn't have control. If more than one party has perfected their interest by control, the one who got control first gets priority.

The following rules govern priority among conflicting security interests in the same letter-of-credit right:
(1)CA Commercial Law Code § 9329(1) A security interest held by a secured party having control of the letter-of-credit right under Section 9107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.
(2)CA Commercial Law Code § 9329(2) Security interests perfected by control under Section 9314 rank according to priority in time of obtaining control.

Section § 9330

Explanation
This section explains when a purchaser of chattel paper has more rights over it than a lender with a security interest. Essentially, if you buy chattel paper in good faith, pay new money for it, and either physically or electronically secure it, you can have priority over others who only claim it as inventory proceeds or by other means. It also says that if you buy an instrument and take possession without knowing any problems, you might have priority over secured interests not backed by possession. Finally, if it's obvious the chattel paper was already assigned to someone else, buying it could mean you're stepping on the secured party's rights.
(a)CA Commercial Law Code § 9330(a) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if both of the following conditions are satisfied:
(1)CA Commercial Law Code § 9330(a)(1) In good faith and in the ordinary course of the purchaser’s business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under Section 9105 of each authoritative electronic copy of the record evidencing the chattel paper.
(2)CA Commercial Law Code § 9330(a)(2) The authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.
(b)CA Commercial Law Code § 9330(b) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under Section 9105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser’s business, and without knowledge that the purchase violates the rights of the secured party.
(c)CA Commercial Law Code § 9330(c) Except as otherwise provided in Section 9327, a purchaser having priority in chattel paper under subdivision (a) or (b) also has priority in proceeds of the chattel paper to the extent that either of the following applies:
(1)CA Commercial Law Code § 9330(c)(1) Section 9322 provides for priority in the proceeds.
(2)CA Commercial Law Code § 9330(c)(2) The proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser’s security interest in the proceeds is unperfected.
(d)CA Commercial Law Code § 9330(d) Except as otherwise provided in subdivision (a) of Section 9331, a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.
(e)CA Commercial Law Code § 9330(e) For purposes of subdivisions (a) and (b), the holder of a purchase money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.
(f)CA Commercial Law Code § 9330(f) For purposes of subdivisions (b) and (d), if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.

Section § 9331

Explanation

This law explains that certain types of holders or purchasers, such as those holding negotiable instruments or securities, have priority over earlier security interests, even if those interests have been properly established. Additionally, it states that these holders or purchasers are not limited or affected by other claims if they are protected under certain divisions. Also, simply filing a claim under this division doesn't notify these holders or purchasers about any claims or defenses against them.

(a)CA Commercial Law Code § 9331(a) This division does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Division 3 (commencing with Section 3101), Division 7 (commencing with Section 7101), Division 8 (commencing with Section 8101), and Division 12 (commencing with Section 12101).
(b)CA Commercial Law Code § 9331(b) This division does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under Division 8 (commencing with Section 8101) and Division 12 (commencing with Section 12101).
(c)CA Commercial Law Code § 9331(c) Filing under this division does not constitute notice of a claim or defense to the holders, purchasers, or persons described in subdivisions (a) and (b).

Section § 9332

Explanation

This law explains that if you receive actual physical money, funds from a bank account, or control over electronic money, you are free from any legal claims on it from a secured party as long as you aren't secretly working with the debtor to break any rules protecting the party who has a security interest. Essentially, you must receive the money fairly and openly, without any secret deals or schemes.

(a)CA Commercial Law Code § 9332(a) A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.
(b)CA Commercial Law Code § 9332(b) A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives the funds without acting in collusion with the debtor in violating the rights of the secured party.
(c)CA Commercial Law Code § 9332(c) A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.

Section § 9333

Explanation

This section defines a 'possessory lien' as a right to keep possession of goods to secure payment or performance for provided services or materials, as long as the person has the goods. It's created by law and has priority over other security interests unless a specific law states otherwise.

(a)CA Commercial Law Code § 9333(a) In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien which satisfies all of the following conditions:
(1)CA Commercial Law Code § 9333(a)(1) It secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person’s business.
(2)CA Commercial Law Code § 9333(a)(2) It is created by statute or rule of law in favor of the person.
(3)CA Commercial Law Code § 9333(a)(3) Its effectiveness depends on the person’s possession of the goods.
(b)CA Commercial Law Code § 9333(b) A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise.

Section § 9334

Explanation

This law explains how security interests work when it comes to fixtures, which are items attached to real property like land or buildings. It allows security interests to be created or continue in fixtures but not in ordinary building materials used for construction. In general, if there's a conflict, the interest of a property owner or lender usually takes priority over someone else's security interest in these fixtures unless certain conditions are met. For example, if the security interest is properly documented before the fixture is installed or if the fixture is easily removable, then it might take priority. If a property owner or lender has consented or if there are specific agreements about removing fixtures, security interests may also take precedence. Additionally, construction-related mortgages generally take priority over security interests in fixtures.

(a)CA Commercial Law Code § 9334(a) A security interest under this division may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this division in ordinary building materials incorporated into an improvement on land.
(b)CA Commercial Law Code § 9334(b) This division does not prevent creation of an encumbrance upon fixtures under real property law.
(c)CA Commercial Law Code § 9334(c) In cases not governed by subdivisions (d) to (h), inclusive, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.
(d)CA Commercial Law Code § 9334(d) Except as otherwise provided in subdivision (h), a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and all of the following conditions are satisfied:
(1)CA Commercial Law Code § 9334(d)(1) The security interest is a purchase money security interest.
(2)CA Commercial Law Code § 9334(d)(2) The interest of the encumbrancer or owner arises before the goods become fixtures.
(3)CA Commercial Law Code § 9334(d)(3) The security interest is perfected by a fixture filing before the goods become fixtures or within 20 days thereafter.
(e)CA Commercial Law Code § 9334(e) A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if any of the following conditions is satisfied:
(1)CA Commercial Law Code § 9334(e)(1) The debtor has an interest of record in the real property or is in possession of the real property and both of the following conditions are satisfied:
(A)CA Commercial Law Code § 9334(e)(1)(A) The security interest is perfected by a fixture filing before the interest of the encumbrancer or owner is of record.
(B)CA Commercial Law Code § 9334(e)(1)(B) The security interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner.
(2)CA Commercial Law Code § 9334(e)(2) The fixtures are readily removable factory or office machines or readily removable replacements of domestic appliances that are consumer goods.
(3)CA Commercial Law Code § 9334(e)(3) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this division.
(4)CA Commercial Law Code § 9334(e)(4) The security interest is both of the following:
(A)CA Commercial Law Code § 9334(e)(4)(A) Created in a manufactured home in a manufactured home transaction.
(B)CA Commercial Law Code § 9334(e)(4)(B) Perfected pursuant to a statute described in paragraph (2) of subdivision (a) of Section 9311.
(f)CA Commercial Law Code § 9334(f) A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if either of the following conditions is satisfied:
(1)CA Commercial Law Code § 9334(f)(1) The encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures.
(2)CA Commercial Law Code § 9334(f)(2) The debtor has a right to remove the goods as against the encumbrancer or owner.
(g)CA Commercial Law Code § 9334(g) The priority of the security interest under paragraph (2) of subdivision (f) continues for a reasonable time if the debtor’s right to remove the goods as against the encumbrancer or owner terminates.
(h)CA Commercial Law Code § 9334(h) A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subdivisions (e) and (f), a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.
(i)CA Commercial Law Code § 9334(i) A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in, or is in possession of, the real property.

Section § 9335

Explanation

This law deals with security interests in accessions, which are items added to other goods, like a stereo in a car. If a security interest is already perfected (made legally effective) when something becomes an accession, it stays that way. Generally, the priority or ranking of security interests is determined by other rules, except that an accession's security interest is lower than the security interest in the entire item according to specific title requirements. If there's a default, the owner of the security interest can remove the accession but must compensate others for any physical damage to the remaining goods. They don't have to pay for decreased value due to the missing part, but parties can withhold removal permission until they're assured they'll be compensated for the damage.

(a)CA Commercial Law Code § 9335(a) A security interest may be created in an accession and continues in collateral that becomes an accession.
(b)CA Commercial Law Code § 9335(b) If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.
(c)CA Commercial Law Code § 9335(c) Except as otherwise provided in subdivision (d), the other provisions of this chapter determine the priority of a security interest in an accession.
(d)CA Commercial Law Code § 9335(d) A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate of title statute under subdivision (b) of Section 9311.
(e)CA Commercial Law Code § 9335(e) After default, subject to Chapter 6 (commencing with subdivision 9601), a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.
(f)CA Commercial Law Code § 9335(f) A secured party that removes an accession from other goods under subdivision (e) shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.

Section § 9336

Explanation

This section is about what happens to security interests when goods are mixed together so thoroughly that they become indistinguishable, referred to as 'commingled goods.' While you can't have a security interest in the commingled goods themselves, you can have one in the new product or mass that results from this mixing. If you had a perfected security interest in the original goods before they got mixed, your interest automatically transfers to the new product or mass and keeps its priority status. When multiple perfected interests exist, they share priority based on the value of the original goods.

(a)CA Commercial Law Code § 9336(a) In this section, “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.
(b)CA Commercial Law Code § 9336(b) A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.
(c)CA Commercial Law Code § 9336(c) If collateral becomes commingled goods, a security interest attaches to the product or mass.
(d)CA Commercial Law Code § 9336(d) If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subdivision (c) is perfected.
(e)CA Commercial Law Code § 9336(e) Except as otherwise provided in subdivision (f), the other provisions of this chapter determine the priority of a security interest that attaches to the product or mass under subdivision (c).
(f)CA Commercial Law Code § 9336(f) If more than one security interest attaches to the product or mass under subdivision (c), the following rules determine priority:
(1)CA Commercial Law Code § 9336(f)(1) A security interest that is perfected under subdivision (d) has priority over a security interest that is unperfected at the time the collateral becomes commingled goods.
(2)CA Commercial Law Code § 9336(f)(2) If more than one security interest is perfected under subdivision (d), the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.

Section § 9337

Explanation

This law deals with what happens if a California certificate of title doesn't show that goods have a security interest from another place. If someone buys those goods in good faith, they can own them free of that interest. Also, if another security interest is established afterward without knowing about the first one, the original interest is lower in priority.

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate both of the following apply:
(1)CA Commercial Law Code § 9337(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest.
(2)CA Commercial Law Code § 9337(2) The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under subdivision (b) of Section 9311, after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.

Section § 9338

Explanation

This law says that if a financing statement, which is a document that helps secure interests in property, has incorrect information when filed, it impacts the rights of others. First, if another person with a conflicting security interest relies on that incorrect info and invests value, their interest will take priority over yours. Second, if someone buys the property involved and relies on the wrong info by paying value for it, they can own the property without being affected by your security interest, as long as they receive delivery of the property.

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in paragraph (5) of subdivision (b) of Section 9516 which is incorrect at the time the financing statement is filed, both of the following apply:
(1)CA Commercial Law Code § 9338(1) The security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information.
(2)CA Commercial Law Code § 9338(2) A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral.

Section § 9339

Explanation

This rule says that even if someone has the right to be first in line to get paid or have their claim settled, they can still choose to let someone else go before them if they agree to it.

This division does not preclude subordination by agreement by a person entitled to priority.

Section § 9340

Explanation

This law explains when banks can use certain rights, like recoupment or setoff, which involve taking money from an account to cover debts. Normally, banks can do this even if someone has a security interest, or claim, on the account. However, if the security interest is strong and established by control, the bank can't use setoff against such an account if the setoff is based on a claim against the account holder. Essentially, a secured party with a perfected interest has stronger protection against bank claims on the account that are due to the account holder's debts.

(a)CA Commercial Law Code § 9340(a) Except as otherwise provided in subdivision (c), a bank with which a deposit account is maintained may exercise any right of recoupment or setoff against a secured party that holds a security interest in the deposit account.
(b)CA Commercial Law Code § 9340(b) Except as otherwise provided in subdivision (c), the application of this division to a security interest in a deposit account does not affect a right of recoupment or setoff of the secured party as to a deposit account maintained with the secured party.
(c)CA Commercial Law Code § 9340(c) The exercise by a bank of a setoff against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under paragraph (3) of subdivision (a) of Section 9104, if the setoff is based on a claim against the debtor.

Section § 9341

Explanation

This law section explains that a bank's duties concerning a deposit account don’t change just because there's a security interest in that account. That means if someone has a legal claim or lien on what’s in the account, it doesn’t affect how the bank handles it, unless the bank agrees in writing to some kind of change. Even if the bank knows about the lien or receives instructions from the person with the lien, its obligations stay the same unless it formally agrees otherwise.

Except as otherwise provided in subdivision (c) of Section 9340, and unless the bank otherwise agrees in a signed record, a bank’s rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by any of the following:
(1)CA Commercial Law Code § 9341(1) The creation, attachment, or perfection of a security interest in the deposit account.
(2)CA Commercial Law Code § 9341(2) The bank’s knowledge of the security interest.
(3)CA Commercial Law Code § 9341(3) The bank’s receipt of instructions from the secured party.

Section § 9342

Explanation

This law says that banks in California aren't obligated to make agreements that are like what's described in another section, even if the customer asks them to. If a bank does decide to make such an agreement, it doesn't have to confirm that this agreement exists to anyone else unless the customer specifically asks for this confirmation.

This division does not require a bank to enter into an agreement of the kind described in paragraph (2) of subdivision (a) of Section 9104, even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.