Section § 9401

Explanation

This law section explains that whether a debtor can transfer their rights in their collateral (something they own but have used to secure a loan) is typically decided by other laws, not this particular one. However, even if there's an agreement between the debtor and the lender that says the debtor can't transfer their rights or that doing so would be a default, the transfer can still happen. Essentially, the agreement can't stop the transfer from being valid.

(a)CA Commercial Law Code § 9401(a) Except as otherwise provided in subdivision (b) and in Sections 9406, 9407, 9408, and 9409, whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this division.
(b)CA Commercial Law Code § 9401(b) An agreement between the debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

Section § 9402

Explanation

This law states that if you have a security interest or lien on some property, or if you give someone permission to use it, you're not automatically responsible for what that person does or fails to do with the property, in both contract and tort situations.

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions.

Section § 9403

Explanation

This section outlines when an agreement between a debtor and a creditor can prevent the debtor from using certain claims or defenses against someone else, called an assignee, who has taken over the creditor's rights. For the agreement to be valid against the assignee, the transfer must be made with value, in good faith, and without the assignee knowing about any pre-existing claims or defenses. However, this doesn't apply to certain defenses that could be used against a holder of a negotiable instrument. In consumer transactions, if a record incorrectly omits that an assignee's rights are subject to claims against the original obligee, the debtor can still use those claims. There are exceptions for personal, family, or household debts, and other laws can change these rules.

(a)CA Commercial Law Code § 9403(a) In this section, “value” has the meaning provided in subdivision (a) of Section 3303.
(b)CA Commercial Law Code § 9403(b) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment that satisfies all of the following conditions:
(1)CA Commercial Law Code § 9403(b)(1) It is taken for value.
(2)CA Commercial Law Code § 9403(b)(2) It is taken in good faith.
(3)CA Commercial Law Code § 9403(b)(3) It is taken without notice of a claim of a property or possessory right to the property assigned.
(4)CA Commercial Law Code § 9403(b)(4) It is taken without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under subdivision (a) of Section 3305.
(c)CA Commercial Law Code § 9403(c) Subdivision (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under subdivision (b) of Section 3305.
(d)CA Commercial Law Code § 9403(d) In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this division requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement, then both of the following apply:
(1)CA Commercial Law Code § 9403(d)(1) The record has the same effect as if the record included such a statement.
(2)CA Commercial Law Code § 9403(d)(2) The account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.
(e)CA Commercial Law Code § 9403(e) This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(f)CA Commercial Law Code § 9403(f) Except as otherwise provided in subdivision (d), this section does not displace law other than this division which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

Section § 9404

Explanation

This law explains that if someone owes money (an account debtor) and their debt is reassigned to someone else (the assignee), the debtor can still use any defenses or claims they had against the original lender unless they agreed not to. This includes issues with the original contract or claims that existed before they knew about the reassignment. However, these claims can typically only be used to lower the amount they owe. There are special rules if the debtor incurred the debt for personal or family reasons, which might limit how much of these claims can affect the new lender. This section does not cover assignments related to healthcare insurance debts.

(a)CA Commercial Law Code § 9404(a) Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subdivisions (b) to (e), inclusive, the rights of an assignee are subject to both of the following:
(1)CA Commercial Law Code § 9404(a)(1) All terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract.
(2)CA Commercial Law Code § 9404(a)(2) Any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.
(b)CA Commercial Law Code § 9404(b) Subject to subdivision (c) and except as otherwise provided in subdivision (d), the claim of an account debtor against an assignor may be asserted against an assignee under subdivision (a) only to reduce the amount the account debtor owes.
(c)CA Commercial Law Code § 9404(c) This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(d)CA Commercial Law Code § 9404(d) In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this division requires that the record include a statement to the effect that the account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.
(e)CA Commercial Law Code § 9404(e) This section does not apply to an assignment of a health care insurance receivable.

Section § 9405

Explanation

If someone changes or replaces a contract that's already been assigned to another party (the assignee), it's considered effective if it's done in good faith. The new or modified contract also gives the assignee the rights from the updated agreement. The original assignment might say changing or replacing the contract is a breach by the person who assigned it. This rule mostly applies if the payment rights under the contract aren't fully earned yet, or if they are earned but the person who owes money (account debtor) doesn't know about the change. Exceptions are made for personal debts and health care insurance receivables, which follow different rules.

(a)CA Commercial Law Code § 9405(a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subdivision is subject to subdivisions (b) to (d), inclusive.
(b)CA Commercial Law Code § 9405(b) Subdivision (a) applies to the extent that either of the following apply:
(1)CA Commercial Law Code § 9405(b)(1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance.
(2)CA Commercial Law Code § 9405(b)(2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subdivision (a) of Section 9406.
(c)CA Commercial Law Code § 9405(c) This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(d)CA Commercial Law Code § 9405(d) This section does not apply to an assignment of a health care insurance receivable.

Section § 9406

Explanation

This section outlines the rules for when an account debtor (the person who owes money on an account, chattel paper, or payment intangible) can discharge their obligation by paying the original creditor, called the assignor, or must pay a new creditor, called the assignee, after being notified of an assignment. Once the debtor receives proper notification that an account has been assigned, they must pay the assignee. Notification is deemed ineffective if it doesn't clearly identify the rights assigned or conflicts with prior agreements. The law also specifies exceptions for when certain rules don't apply, like when the debtor is an individual using the obligation for personal purposes, or for certain legal or governmental constraints. Rules barring assignments are generally ineffective unless they cause significant legal issues like defaults or breaches.

(a)CA Commercial Law Code § 9406(a) Subject to subdivisions (b) to (i), inclusive, and (l), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.
(b)CA Commercial Law Code § 9406(b) Subject to subdivisions (h) and (l), notification is ineffective under subdivision (a) as follows:
(1)CA Commercial Law Code § 9406(b)(1) If it does not reasonably identify the rights assigned.
(2)CA Commercial Law Code § 9406(b)(2) To the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this division.
(3)CA Commercial Law Code § 9406(b)(3) At the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if any of the following conditions is satisfied:
(A)CA Commercial Law Code § 9406(b)(3)(A) Only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee.
(B)CA Commercial Law Code § 9406(b)(3)(B) A portion has been assigned to another assignee.
(C)CA Commercial Law Code § 9406(b)(3)(C) The account debtor knows that the assignment to that assignee is limited.
(c)CA Commercial Law Code § 9406(c) Subject to subdivisions (h) and (l), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subdivision (a).
(d)CA Commercial Law Code § 9406(d) In this subdivision, “promissory note” includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subdivisions (e) and (k) and in Sections 9407 and 10303, and subject to subdivision (h), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it does either of the following:
(1)CA Commercial Law Code § 9406(d)(1) Prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note.
(2)CA Commercial Law Code § 9406(d)(2) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note.
(e)CA Commercial Law Code § 9406(e) Subdivision (d) does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under Section 9610 or an acceptance of collateral under Section 9620.
(f)CA Commercial Law Code § 9406(f) Except as otherwise provided in subdivision (k) and Sections 9407 and 10303, and subject to subdivisions (h) and (i), a rule of law, statute, or regulation, that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation does either of the following:
(1)CA Commercial Law Code § 9406(f)(1) Prohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account or chattel paper.
(2)CA Commercial Law Code § 9406(f)(2) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.
(g)CA Commercial Law Code § 9406(g) Subject to subdivisions (h) and (l), an account debtor may not waive or vary its option under paragraph (3) of subdivision (b).
(h)CA Commercial Law Code § 9406(h) This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(i)CA Commercial Law Code § 9406(i) This section does not apply to an assignment of a health care insurance receivable.
(j)CA Commercial Law Code § 9406(j) Subdivision (f) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, a claim or right to receive compensation for injuries or sickness as described in paragraph (1) or (2) of subsection (a) of Section 104 of Title 26 of the United States Code, as amended, or a claim or right to receive benefits under a special needs trust as described in paragraph (4) of subsection (d) of Section 1396p of Title 42 of the United States Code, as amended, to the extent that subdivision (f) is inconsistent with those laws.
(k)CA Commercial Law Code § 9406(k) Subdivisions (d), (f), and (j) do not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.
(l)CA Commercial Law Code § 9406(l) Subdivisions (a) to (c), inclusive, and (g) do not apply to a controllable account or controllable payment intangible.

Section § 9407

Explanation

This law discusses when certain terms in a lease agreement are not effective. Generally, a lease cannot prevent or require consent for transferring rights or creating security interests related to the lease. However, if those actions involve unauthorized transfers or delegations of performance duties, some lease terms may still apply. Creating a security interest doesn't necessarily change the lessee's situation unless it significantly affects the lease's responsibilities.

(a)CA Commercial Law Code § 9407(a) Except as otherwise provided in subdivision (b), a term in a lease agreement is ineffective to the extent that it does either of the following:
(1)CA Commercial Law Code § 9407(a)(1) Prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the lessor’s residual interest in the goods.
(2)CA Commercial Law Code § 9407(a)(2) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the lease.
(b)CA Commercial Law Code § 9407(b) Except as otherwise provided in subdivision (g) of Section 10303, a term described in paragraph (2) of subdivision (a) is effective to the extent that there is either of the following:
(1)CA Commercial Law Code § 9407(b)(1) A transfer by the lessee of the lessee’s right of possession or use of the goods in violation of the term.
(2)CA Commercial Law Code § 9407(b)(2) A delegation of a material performance of either party to the lease contract in violation of the term.
(c)CA Commercial Law Code § 9407(c) The creation, attachment, perfection, or enforcement of a security interest in the lessor’s interest under the lease contract or the lessor’s residual interest in the goods is not a transfer that materially impairs the lessee’s prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of subdivision (d) of Section 10303 unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.

Section § 9408

Explanation

This law is about the rules for transferring or assigning financial interests like promissory notes, health care insurance receivables, and other general intangibles. It generally says that terms in a contract that try to block the transfer or create a security interest (which means using something as collateral for a loan) are usually ineffective. There are exceptions, like in cases involving sales under certain conditions or special types of claims like injury compensation. Essentially, if a contract or rule tries to stop you from securing interest and it goes against these principles, those provisions won't hold up. However, this doesn't apply to things like ownership interests in certain businesses or when injury compensation claims are involved.

(a)CA Commercial Law Code § 9408(a) Except as otherwise provided in subdivisions (b) and (f), a term in a promissory note or in an agreement between an account debtor and a debtor that relates to a health care insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or the creation, attachment, or perfection of a security interest in, the promissory note, health care insurance receivable, or general intangible, is ineffective to the extent that the term does, or would do, either of the following:
(1)CA Commercial Law Code § 9408(a)(1) It would impair the creation, attachment, or perfection of a security interest.
(2)CA Commercial Law Code § 9408(a)(2) It provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health care insurance receivable, or general intangible.
(b)CA Commercial Law Code § 9408(b) Subdivision (a) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under Section 9610 or an acceptance of collateral under Section 9620.
(c)CA Commercial Law Code § 9408(c) Except as otherwise provided in subdivision (f), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or the creation of a security interest in, a promissory note, health care insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation does, or would do, either of the following:
(1)CA Commercial Law Code § 9408(c)(1) It would impair the creation, attachment, or perfection of a security interest.
(2)CA Commercial Law Code § 9408(c)(2) It provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health care insurance receivable, or general intangible.
(d)CA Commercial Law Code § 9408(d) To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor that relates to a health care insurance receivable or general intangible or a rule of law, statute, or regulation described in subdivision (c) would be effective under law other than this division but is ineffective under subdivision (a) or (c), the creation, attachment, or perfection of a security interest in the promissory note, health care insurance receivable, or general intangible is subject to all of the following rules:
(1)CA Commercial Law Code § 9408(d)(1) It is not enforceable against the person obligated on the promissory note or the account debtor.
(2)CA Commercial Law Code § 9408(d)(2) It does not impose a duty or obligation on the person obligated on the promissory note or the account debtor.
(3)CA Commercial Law Code § 9408(d)(3) It does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party.
(4)CA Commercial Law Code § 9408(d)(4) It does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health care insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health care insurance receivable, or general intangible.
(5)CA Commercial Law Code § 9408(d)(5) It does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor.
(6)CA Commercial Law Code § 9408(d)(6) It does not entitle the secured party to enforce the security interest in the promissory note, health care insurance receivable, or general intangible.
(e)CA Commercial Law Code § 9408(e) Subdivision (c) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, a claim or right to receive compensation for injuries or sickness as described in paragraph (1) or (2) of subsection (a) of Section 104 of Title 26 of the United States Code, as amended, or a claim or right to receive benefits under a special needs trust as described in paragraph (4) of subsection (d) of Section 1396p of Title 42 of the United States Code, as amended, to the extent that subdivision (c) is inconsistent with those laws.
(f)CA Commercial Law Code § 9408(f) This section does not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.
(g)CA Commercial Law Code § 9408(g) In this section, “promissory note” includes a negotiable instrument that evidences chattel paper.

Section § 9409

Explanation

This section explains that certain rules or conditions in a letter of credit, or in related laws and customs, can't stop or limit someone from assigning or using a letter-of-credit right as security. If these rules would hurt creating or keeping a security interest in the credit, they're not valid. Even if a letter of credit's term is ineffective due to this law, it doesn't affect the obligations or enforcement on involved parties, like issuers or applicants.

(a)CA Commercial Law Code § 9409(a) A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary’s assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice does, or would do, either of the following:
(1)CA Commercial Law Code § 9409(a)(1) It would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right.
(2)CA Commercial Law Code § 9409(a)(2) It provides that the assignment or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.
(b)CA Commercial Law Code § 9409(b) To the extent that a term in a letter of credit is ineffective under subdivision (a) but would be effective under law other than this division or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, all of the following rules apply with respect to the creation, attachment, or perfection of a security interest in the letter-of-credit right:
(1)CA Commercial Law Code § 9409(b)(1) It is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary.
(2)CA Commercial Law Code § 9409(b)(2) It imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary.
(3)CA Commercial Law Code § 9409(b)(3) It does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.