Section § 12101

Explanation

This law section establishes that the division can be referred to as the 'Uniform Commercial Code—Controllable Electronic Records.'

This division may be cited as Uniform Commercial Code—Controllable Electronic Records.

Section § 12102

Explanation

This section defines key terms used in the division relating to electronic records. A "controllable electronic record" is an electronic record that can be controlled under Section 12105, but excludes things like payment intangibles and electronic money. A "qualifying purchaser" is someone who buys a controllable electronic record for value, acting in good faith without knowing about any claim to the record. "Transferable record" has its meaning specified under federal or state law. "Value" is defined similarly to how it's used in financial instruments, but applied to controllable accounts and records. The section also mentions that further definitions from Division 9 and general principles from Division 1 apply here.

(a)CA Commercial Law Code § 12102(a) In this division, the following definitions apply:
(1)CA Commercial Law Code § 12102(a)(1) “Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under Section 12105. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property, or a transferable record.
(2)CA Commercial Law Code § 12102(a)(2) “Qualifying purchaser” means a purchaser of a controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record.
(3)CA Commercial Law Code § 12102(a)(3) “Transferable record” has the meaning provided for that term in either of the following:
(A)CA Commercial Law Code § 12102(a)(3)(A) Paragraph (1) of subsection (a) of Section 7021 of Title 15 of the United States Code.
(B)CA Commercial Law Code § 12102(a)(3)(B) Subsection (a) of Section 16 of the Uniform Electronic Transactions Act of any state whose law is applicable.
(4)CA Commercial Law Code § 12102(a)(4) “Value” has the meaning provided in subdivision (a) of Section 3303, as if references in that subdivision to an “instrument” were references to a controllable account, controllable electronic record, or controllable payment intangible.
(b)CA Commercial Law Code § 12102(b) The definitions in Division 9 (commencing with Section 9101) of “account debtor,” “controllable account,” “controllable payment intangible,” “chattel paper,” “deposit account,” “electronic money,” and “investment property” apply to this division.
(c)CA Commercial Law Code § 12102(c) Division 1 (commencing with Section 1101) contains general definitions and principles of construction and interpretation applicable throughout this division.

Section § 12103

Explanation

This law section explains that if there is a disagreement between Division 9 and this division, Division 9 takes priority. Any transaction covered by this division must also comply with existing laws specific to consumers, including laws about loan rates, credit agreements, and consumer protection rules. Basically, consumer laws and regulations still apply to transactions under this division, even when this division has its own rules.

(a)CA Commercial Law Code § 12103(a) If there is conflict between this division and Division 9 (commencing with Section 9101), Division 9 governs.
(b)CA Commercial Law Code § 12103(b) A transaction subject to this division is subject to all of the following:
(1)CA Commercial Law Code § 12103(b)(1) Any applicable rule of law that establishes a different rule for consumers.
(2)CA Commercial Law Code § 12103(b)(2) Any other statute or regulation that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit.
(3)CA Commercial Law Code § 12103(b)(3) Any consumer-protection statute or regulation.

Section § 12104

Explanation

This law explains the rules for acquiring rights in a controllable account or payment intangible, which are connected to controllable electronic records. To be a 'qualifying purchaser,' one must control the electronic record that proves the account or intangible exists. Generally, the law outside this division decides what rights a person gains when acquiring a controllable electronic record. Purchasers typically receive all transferable rights, unless they buy a limited interest, in which case they gain rights accordingly. 'Qualifying purchasers' obtain their rights free from competing property claims in the record. However, they still might face claims related to payments, performance rights, or other property interests evidenced by the electronic record, with specific exceptions. Additionally, you can't start legal action against a qualifying purchaser involving disputes over similar electronic records, and filing a financing statement doesn't signal a property claim on such electronic records.

(a)CA Commercial Law Code § 12104(a) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subdivisions (c), (d), (e), (g), and (h) of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.
(b)CA Commercial Law Code § 12104(b) To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.
(c)CA Commercial Law Code § 12104(c) Except as provided in this section, law other than this division determines whether a person acquires a right in a controllable electronic record and the right the person acquires.
(d)CA Commercial Law Code § 12104(d) A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.
(e)CA Commercial Law Code § 12104(e) A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.
(f)CA Commercial Law Code § 12104(f) Except as provided in subdivisions (a) and (e) for a controllable account and a controllable payment intangible or law other than this division, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.
(g)CA Commercial Law Code § 12104(g) An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.
(h)CA Commercial Law Code § 12104(h) Filing of a financing statement under Division 9 (commencing with Section 9101) is not notice of a claim of a property right in a controllable electronic record.

Section § 12105

Explanation

This law section explains what it means for a person to have control over a controllable electronic record, like a digital document. To have control, a person must be able to use the record's benefits and stop others from doing so, as well as transfer that control to someone else. It's also important that the person can be easily identified as having these powers, using things like a name or cryptographic key.

The law allows for exclusive control even if there are limits programmed into the electronic record or if control is shared with someone else. However, it details situations where control would not be exclusive, such as when the person needs someone else's actions to exercise control. If someone else is involved in having control, they must acknowledge it on behalf of the person with the true control.

(a)CA Commercial Law Code § 12105(a) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded, satisfies each of the following conditions:
(1)CA Commercial Law Code § 12105(a)(1) It gives the person both of the following:
(A)CA Commercial Law Code § 12105(a)(1)(A) Power to avail itself of substantially all the benefit from the electronic record.
(B)CA Commercial Law Code § 12105(a)(1)(B) Exclusive power, subject to subdivision (b), to do both of the following:
(i)CA Commercial Law Code § 12105(a)(1)(B)(i) Prevent others from availing themselves of substantially all the benefit from the electronic record.
(ii)CA Commercial Law Code § 12105(a)(1)(B)(ii) Transfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record.
(2)CA Commercial Law Code § 12105(a)(2) It enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers specified in paragraph (1).
(b)CA Commercial Law Code § 12105(b) Subject to subdivision (c), a power is exclusive under clauses (i) and (ii) of subparagraph (B) of paragraph (1) of subdivision (a) even if either of the following is true:
(1)CA Commercial Law Code § 12105(b)(1) The controllable electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record.
(2)CA Commercial Law Code § 12105(b)(2) The power is shared with another person.
(c)CA Commercial Law Code § 12105(c) A power of a person is not shared with another person under paragraph (2) of subdivision (b) and the person’s power is not exclusive if each of the following conditions is satisfied:
(1)CA Commercial Law Code § 12105(c)(1) The person can exercise the power only if the power also is exercised by the other person.
(2)CA Commercial Law Code § 12105(c)(2) Either of the following is true:
(A)CA Commercial Law Code § 12105(c)(2)(A) The other person can exercise the power without exercise of the power by the person.
(B)CA Commercial Law Code § 12105(c)(2)(B) The other person is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.
(d)CA Commercial Law Code § 12105(d) If a person has the powers specified in clauses (i) and (ii) of subparagraph (B) of paragraph (1) of subdivision (a), the powers are presumed to be exclusive.
(e)CA Commercial Law Code § 12105(e) A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record, satisfies either of the following conditions:
(1)CA Commercial Law Code § 12105(e)(1) The other person has control of the electronic record and acknowledges that it has control on behalf of the person.
(2)CA Commercial Law Code § 12105(e)(2) The other person obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.
(f)CA Commercial Law Code § 12105(f) A person that has control under this section is not required to acknowledge that it has control on behalf of another person.
(g)CA Commercial Law Code § 12105(g) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this division or Division 9 (commencing with Section 9101) otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.

Section § 12106

Explanation

This law deals with how an account debtor, someone who owes money, can properly pay off their debt when it involves a controllable account or payment intangible, which are types of digital financial obligations backed by electronic records. The debtor can discharge their obligation by paying the person currently holding control of the electronic record or the former controller under certain conditions. However, if they receive a valid notification saying control has transferred to someone else, they must pay the new holder. This notification must identify the obligation, acknowledge the transfer, identify the new holder, and explain how to make the payment. If the debtor receives such a notice, they can no longer pay the former controller.

If the notification does not comply with agreed terms or the debtor's contract with the original seller, the notice is ineffective, and the debtor may continue paying the former controller. The law also stipulates that the debtor’s rights regarding notice and confirmation of control transfer cannot be waived. Importantly, this section is subject to other laws if the debtor’s obligation is primarily for personal or household needs.

(a)CA Commercial Law Code § 12106(a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying either of the following:
(1)CA Commercial Law Code § 12106(a)(1) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible.
(2)CA Commercial Law Code § 12106(a)(2) Except as provided in subdivision (b), a person that formerly had control of the controllable electronic record.
(b)CA Commercial Law Code § 12106(b) Subject to subdivision (d), the account debtor shall not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that meets all of the following:
(1)CA Commercial Law Code § 12106(b)(1) Is signed by a person that formerly had control or the person to which control was transferred.
(2)CA Commercial Law Code § 12106(b)(2) Reasonably identifies the controllable account or controllable payment intangible.
(3)CA Commercial Law Code § 12106(b)(3) Notifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred.
(4)CA Commercial Law Code § 12106(b)(4) Identifies the transferee, in any reasonable way, including by name, identifying number, cryptographic key, office, or account number.
(5)CA Commercial Law Code § 12106(b)(5) Provides a commercially reasonable method by which the account debtor is to pay the transferee.
(c)CA Commercial Law Code § 12106(c) After receipt of a notification that complies with subdivision (b), the account debtor may discharge its obligation by paying in accordance with the notification and shall not discharge the obligation by paying a person that formerly had control.
(d)CA Commercial Law Code § 12106(d) Subject to subdivision (h), notification is ineffective under subdivision (b) if any of the following apply:
(1)CA Commercial Law Code § 12106(d)(1) Unless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred.
(2)CA Commercial Law Code § 12106(d)(2) To the extent an agreement between the account debtor and 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 § 12106(d)(3) At the option of the account debtor, if the notification notifies the account debtor to do any of the following:
(A)CA Commercial Law Code § 12106(d)(3)(A) Divide the payment.
(B)CA Commercial Law Code § 12106(d)(3)(B) Make less than the full amount of an installment or other periodic payment.
(C)CA Commercial Law Code § 12106(d)(3)(C) Pay any part of a payment by more than one method or to more than one person.
(e)CA Commercial Law Code § 12106(e) Subject to subdivision (h), if requested by the account debtor, the person giving the notification under subdivision (b) seasonably shall furnish reasonable proof, using the method in the agreement referred to in paragraph (1) of subdivision (d), that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subdivision (b).
(f)CA Commercial Law Code § 12106(f) A person furnishes reasonable proof under subdivision (e) that control has been transferred if the person demonstrates, using the method in the agreement referred to in paragraph (1) of subdivision (d), that the transferee has the power to do all of the following:
(1)CA Commercial Law Code § 12106(f)(1) Avail itself of substantially all the benefit from the controllable electronic record.
(2)CA Commercial Law Code § 12106(f)(2) Prevent others from availing themselves of substantially all the benefit from the controllable electronic record.
(3)CA Commercial Law Code § 12106(f)(3) Transfer the powers specified in paragraphs (1) and (2) to another person.
(g)CA Commercial Law Code § 12106(g) Subject to subdivision (h), an account debtor may not waive or vary its rights under paragraph (1) of subdivision (d) or under subdivision (e), or its option under paragraph (3) of subdivision (d).
(h)CA Commercial Law Code § 12106(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.

Section § 12107

Explanation

This law determines which local law applies to matters involving controllable electronic records, which are essentially digital records that are legally controllable. Typically, the law of the place specified as the record's jurisdiction applies, unless parties agree differently. It outlines methods for identifying a record's jurisdiction, giving priority to explicit designations within the record or system rules. If none of these methods apply, the default jurisdiction is the District of Columbia. Additionally, the law applies irrespective of the connection of the matter to the designated jurisdiction. It also determines that the rights acquired under specific sections are governed by the prevailing law at the time of purchase.

(a)CA Commercial Law Code § 12107(a) Except as provided in subdivision (b), the local law of a controllable electronic record’s jurisdiction governs a matter covered by this division.
(b)CA Commercial Law Code § 12107(b) For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record’s jurisdiction governs a matter covered by Section 12106 unless an effective agreement determines that the local law of another jurisdiction governs.
(c)CA Commercial Law Code § 12107(c) The following rules determine a controllable electronic record’s jurisdiction under this section:
(1)CA Commercial Law Code § 12107(c)(1) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this division or this code, that jurisdiction is the controllable electronic record’s jurisdiction.
(2)CA Commercial Law Code § 12107(c)(2) If paragraph (1) does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this division or this code, that jurisdiction is the controllable electronic record’s jurisdiction.
(3)CA Commercial Law Code § 12107(c)(3) If paragraphs (1) and (2) do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.
(4)CA Commercial Law Code § 12107(c)(4) If paragraphs (1) to (3), inclusive, do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.
(5)CA Commercial Law Code § 12107(c)(5) If paragraphs (1) to (4), inclusive, do not apply, the controllable electronic record’s jurisdiction is the District of Columbia.
(d)CA Commercial Law Code § 12107(d) If paragraph (5) of subdivision (c) and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this division is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subdivision, “Article 12” means Article 12 of Uniform Commercial Code Amendments (2022).
(e)CA Commercial Law Code § 12107(e) To the extent subdivisions (a) and (b) provide that the local law of the controllable electronic record’s jurisdiction governs a matter covered by this division, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record’s jurisdiction.
(f)CA Commercial Law Code § 12107(f) The rights acquired under Section 12104 by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase.