Section § 5101

Explanation

This section of the law states that the division can be referred to as the Uniform Commercial Code concerning letters of credit.

This division may be cited as Uniform Commercial Code—Letters of Credit.

Section § 5102

Explanation

This law section provides definitions for key terms related to letters of credit, which are agreements where an issuer (usually a bank) promises to pay a beneficiary when certain conditions are met. An 'adviser' notifies parties about the issuance of a letter of credit. An 'applicant' requests the letter for themselves or someone else and agrees to reimburse the issuer. A 'beneficiary' is the person entitled to payment upon meeting the conditions. 'Confirmer' and 'nominated person' play roles in ensuring payments under these letters. 'Dishonor' occurs when these commitments are not met on time.

Terms such as 'presentation' and 'presenter' detail the process of delivering required documents under the letter's terms. The law also covers what constitutes 'honor' or fulfillment of the credit, defines 'good faith' and 'document', and outlines what happens if a beneficiary's rights are transferred.

(a)CA Commercial Law Code § 5102(a) In this division:
(1)CA Commercial Law Code § 5102(a)(1) “Adviser” means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended.
(2)CA Commercial Law Code § 5102(a)(2) “Applicant” means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer.
(3)CA Commercial Law Code § 5102(a)(3) “Beneficiary” means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.
(4)CA Commercial Law Code § 5102(a)(4) “Confirmer” means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.
(5)CA Commercial Law Code § 5102(a)(5) “Dishonor” of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.
(6)CA Commercial Law Code § 5102(a)(6) “Document” means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in subdivision (e) of Section 5108 and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.
(7)CA Commercial Law Code § 5102(a)(7) “Good faith” means honesty in fact in the conduct or transaction concerned.
(8)CA Commercial Law Code § 5102(a)(8) “Honor” of a letter of credit means performance of the issuer’s undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, “honor” occurs
(i)CA Commercial Law Code § 5102(a)(8)(i) upon payment,
(ii)CA Commercial Law Code § 5102(a)(8)(ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or
(iii)CA Commercial Law Code § 5102(a)(8)(iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.
(9)CA Commercial Law Code § 5102(a)(9) “Issuer” means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.
(10)CA Commercial Law Code § 5102(a)(10) “Letter of credit” means a definite undertaking that satisfies the requirements of Section 5104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.
(11)CA Commercial Law Code § 5102(a)(11) “Nominated person” means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse.
(12)CA Commercial Law Code § 5102(a)(12) “Presentation” means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.
(13)CA Commercial Law Code § 5102(a)(13) “Presenter” means a person making a presentation as or on behalf of a beneficiary or nominated person.
(14)CA Commercial Law Code § 5102(a)(14) “Record” means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form.
(15)CA Commercial Law Code § 5102(a)(15) “Successor of a beneficiary” means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.
(b)CA Commercial Law Code § 5102(b) Definitions in other divisions applying to this division and the sections in which they appear are:
“Accept” or “Acceptance”Section 3409
“Value”Sections 3303, 4211
(c)CA Commercial Law Code § 5102(c) Division 1 contains certain additional general definitions and principles of construction and interpretation applicable throughout this division.

Section § 5103

Explanation

This law deals with letters of credit, which are financial instruments used in transactions to guarantee payment. It states that the application of certain rules to letters of credit doesn't imply they apply to other situations not covered by this division. In general, the rules can be changed by agreement, except in specific situations outlined in the law. Importantly, rights and responsibilities related to a letter of credit stand independently from the contracts that may have led to the creation of that letter.

(a)CA Commercial Law Code § 5103(a) This division applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
(b)CA Commercial Law Code § 5103(b) The statement of a rule in this division does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this division.
(c)CA Commercial Law Code § 5103(c) With the exception of this subdivision, subdivisions (a) and (d), paragraphs 9 and 10 of subdivision (a) of Section 5102, subdivision (d) of Section 5106, and subdivision (d) of Section 5114, and except to the extent prohibited in Section 1302 and subdivision (d) of Section 5117, the effect of this division may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this division.
(d)CA Commercial Law Code § 5103(d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.

Section § 5104

Explanation

This law explains that various financial instruments, like letters of credit and related documents such as confirmations or amendments, can be legally issued as long as they are in a written form and signed.

A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record.

Section § 5105

Explanation

This law states that you don't need to give anything of value (consideration) to issue, change, transfer, or cancel a letter of credit, advice, or confirmation.

Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.

Section § 5106

Explanation

A letter of credit becomes valid when sent to the intended person or beneficiary, and is only revocable if it explicitly says so. Once issued, any changes or cancellations to a letter of credit don't affect the involved parties unless they agree, unless it's specified as revocable. Without an expiration date, it defaults to expiring one year after issuance. If it's marked as perpetual, it expires five years after issuance.

(a)CA Commercial Law Code § 5106(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.
(b)CA Commercial Law Code § 5106(b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.
(c)CA Commercial Law Code § 5106(c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.
(d)CA Commercial Law Code § 5106(d) A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.

Section § 5107

Explanation

This law outlines the roles and obligations of different parties involved in a letter of credit. A 'confirmer' is someone who directly supports the letter and has the same responsibilities and rights as the issuer, essentially treating the issuer like a customer. If you're a 'nominated person' who isn't a confirmer, you're not required to pay or fulfill a presentation. Similarly, an 'adviser' can refuse to act, but if they do, they must accurately share the letter terms, and check the authenticity of requests, but they're not liable for their advice being wrong. Lastly, anyone who tells a transferee (the new recipient) about the letter's terms acts like an adviser, even if the terms differ from those given to the original recipient, as long as it's allowed by the letter itself.

(a)CA Commercial Law Code § 5107(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.
(b)CA Commercial Law Code § 5107(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.
(c)CA Commercial Law Code § 5107(c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.
(d)CA Commercial Law Code § 5107(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subdivision (c). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.

Section § 5108

Explanation

This section outlines the rules for an issuer of a letter of credit. The issuer must honor requests that match the credit's terms on face value unless otherwise specified. It has up to seven business days to accept or reject a presentation, or to notify the presenter of any discrepancies. If they don't notify in time, they can't use discrepancies as a reason for rejection, but can still claim fraud, forgery, or expiration. Issuers must follow the standard practices of financial institutions and can't be blamed for factors outside their control or for not knowing trade customs beyond those practices. Non-documentary conditions in a letter of credit are ignored. If refused, documents should either be returned to the presenter or held at their disposal. If accepted, the issuer must be reimbursed and then holds the documents free of other claims, is released from most liabilities and cannot reclaim any money paid by mistake unless specific exceptions apply.

(a)CA Commercial Law Code § 5108(a) Except as otherwise provided in Section 5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subdivision (e), appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in Section 5113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.
(b)CA Commercial Law Code § 5108(b) An issuer has a reasonable time after presentation, but not beyond the end of the seventh business day of the issuer after the day of its receipt of documents:
(1)CA Commercial Law Code § 5108(b)(1) to honor,
(2)CA Commercial Law Code § 5108(b)(2) if the letter of credit provides for honor to be completed more than seven business days after presentation, to accept a draft or incur a deferred obligation, or
(3)CA Commercial Law Code § 5108(b)(3) to give notice to the presenter of discrepancies in the presentation.
(c)CA Commercial Law Code § 5108(c) Except as otherwise provided in subdivision (d), an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.
(d)CA Commercial Law Code § 5108(d) Failure to give the notice specified in subdivision (b) or to mention fraud, forgery, or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in subdivision (a) of Section 5109 or expiration of the letter of credit before presentation.
(e)CA Commercial Law Code § 5108(e) An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Determination of the issuer’s observance of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.
(f)CA Commercial Law Code § 5108(f) An issuer is not responsible for:
(1)CA Commercial Law Code § 5108(f)(1) the performance or nonperformance of the underlying contract, arrangement, or transaction,
(2)CA Commercial Law Code § 5108(f)(2) an act or omission of others, or
(3)CA Commercial Law Code § 5108(f)(3) observance or knowledge of the usage of a particular trade other than the standard practice referred to in subdivision (e).
(g)CA Commercial Law Code § 5108(g) If an undertaking constituting a letter of credit under paragraph (10) of subdivision (a) of Section 5102 contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.
(h)CA Commercial Law Code § 5108(h) An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.
(i)CA Commercial Law Code § 5108(i) An issuer that has honored a presentation as permitted or required by this division:
(1)CA Commercial Law Code § 5108(i)(1) is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;
(2)CA Commercial Law Code § 5108(i)(2) takes the documents free of claims of the beneficiary or presenter;
(3)CA Commercial Law Code § 5108(i)(3) is precluded from asserting a right of recourse on a draft under Sections 3414 and 3415;
(4)CA Commercial Law Code § 5108(i)(4) except as otherwise provided in Sections 5110 and 5117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender which are apparent on the face of the presentation; and
(5)CA Commercial Law Code § 5108(i)(5) is discharged to the extent of its performance under the letter of credit unless the issuer honored a presentation in which a required signature of a beneficiary was forged.

Section § 5109

Explanation

This law deals with situations involving letters of credit, where documents might be forged or fraudulent. If everything on a document looks right but a document is actually fake or fraud would occur by paying, the bank or issuer must still pay if the request comes from someone who acted in good faith, wasn't aware of the forgery, and has certain legitimate claims. In other cases, the issuer can choose to pay or not.

If someone claims a document is fake or fraudulent, a court can stop the issuer from paying if it finds that there's legal support, the parties affected are protected, the legal conditions for relief are met, and it's likely the forgery or fraud claim will succeed. The person requesting payment shouldn't be protected by the rules mentioned before the court can issue such a stop.

(a)CA Commercial Law Code § 5109(a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:
(1)CA Commercial Law Code § 5109(a)(1) the issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and
(2)CA Commercial Law Code § 5109(a)(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.
(b)CA Commercial Law Code § 5109(b) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:
(1)CA Commercial Law Code § 5109(b)(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;
(2)CA Commercial Law Code § 5109(b)(2) a beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;
(3)CA Commercial Law Code § 5109(b)(3) all of the conditions to entitle a person to the relief under the law of this state have been met; and
(4)CA Commercial Law Code § 5109(b)(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under paragraph (1) of subdivision (a).

Section § 5110

Explanation

This law states that when a letter of credit is presented and accepted, the party benefiting from it (the beneficiary) guarantees two things. First, that there's no fraud or forgery as defined in another legal section. Second, that the transaction doesn’t break any agreements between the parties involved. These guarantees are in addition to other legal promises that apply when documents related to these types of transactions are used or transferred.

(a)CA Commercial Law Code § 5110(a) If its presentation is honored, the beneficiary warrants:
(1)CA Commercial Law Code § 5110(a)(1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subdivision (a) of Section 5109; and
(2)CA Commercial Law Code § 5110(a)(2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.
(b)CA Commercial Law Code § 5110(b) The warranties in subdivision (a) are in addition to warranties arising under Division 3 (commencing with Section 3101), Division 4 (commencing with Section 4101), Division 7 (commencing with Section 7101), and Division 8 (commencing with Section 8101) because of the presentation or transfer of documents covered by any of those divisions.

Section § 5111

Explanation

This law deals with what happens if someone responsible for a letter of credit, like a bank, doesn't pay when they're supposed to. If they refuse to pay before someone asks for the money, or pay when they shouldn't, the person expecting the money can get back the amount they lost. They can also request the value of what was promised. However, only extra costs that naturally come with the breach can be claimed, not any indirect losses. If costs are avoided, the payout is reduced, and it's on the bank to prove those savings. There's no need to show any documents if the promise is broken early. If someone breaks their promise under the letter of credit, they must pay interest on what they owe from when they were supposed to pay. If you win a lawsuit over this, the loser has to pay for your legal costs. Any damages agreed upon in advance for a potential breach need to be reasonable compared to the expected harm.

(a)CA Commercial Law Code § 5111(a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer’s obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant’s election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subdivision. If, although not obligated to do so, the claimant avoids damages, the claimant’s recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.
(b)CA Commercial Law Code § 5111(b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.
(c)CA Commercial Law Code § 5111(c) If an adviser or nominated person other than a confirmer breaches an obligation under this article or an issuer breaches an obligation not covered in subdivision (a) or (b), a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subdivision and subdivisions (a) and (b).
(d)CA Commercial Law Code § 5111(d) An issuer, nominated person, or adviser who is found liable under subdivision (a), (b), or (c) shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.
(e)CA Commercial Law Code § 5111(e) Reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this article.
(f)CA Commercial Law Code § 5111(f) Damages that would otherwise be payable by a party for breach of an obligation under this article may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.

Section § 5112

Explanation

This law says that unless a letter of credit states it can be transferred, the person who benefits from it can't transfer their right to receive payment or demand action. If the letter of credit does allow transfers, the bank or issuer can still refuse the transfer if it breaks any laws or if the original or new person involved hasn't met specific requirements listed in the letter or set by the issuer, as long as these requirements are standard or reasonable.

(a)CA Commercial Law Code § 5112(a) Except as otherwise provided in Section 5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.
(b)CA Commercial Law Code § 5112(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:
(1)CA Commercial Law Code § 5112(b)(1) the transfer would violate applicable law; or
(2)CA Commercial Law Code § 5112(b)(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in subdivision (e) of Section 5108 or is otherwise reasonable under the circumstances.

Section § 5113

Explanation

This section addresses how successors of beneficiaries can act on behalf of beneficiaries concerning financial documents or payments. A successor can make changes or accept payments either by using the beneficiary's name or by disclosing their role as a successor. The issuer of the original document doesn't need to check if the successor is legitimate or if their signature is valid. If a successor's actions appear proper, they are generally honored even if the person wasn't the rightful successor. If there's any dispute about rights of reimbursement, the issuer or relevant parties may refuse to accept documentation from a successor. Additionally, if a beneficiary's name changes after a letter of credit is issued, they get the same rights as a successor.

(a)CA Commercial Law Code § 5113(a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.
(b)CA Commercial Law Code § 5113(b) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subdivision (e), an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in subdivision (e) of Section 5108 or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.
(c)CA Commercial Law Code § 5113(c) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.
(d)CA Commercial Law Code § 5113(d) Honor of a purported successor’s apparently complying presentation under subdivision (a) or (b) has the consequences specified in subdivision (i) of Section 5108 even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of Section 5109.
(e)CA Commercial Law Code § 5113(e) An issuer whose rights of reimbursement are not covered by subdivision (d) or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subdivision (b).
(f)CA Commercial Law Code § 5113(f) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.

Section § 5114

Explanation

This section clarifies the rules around assigning the right to the proceeds of a letter of credit, which means receiving money or items of value when fulfilling the conditions of the credit. A beneficiary can transfer this right to someone else, but the issuer (the bank or financial institution) must first agree to this assignment. Beneficiaries can do this before they claim the proceeds as long as they meet the credit’s conditions.

The issuer or another nominated party doesn’t have to approve just because an assignment is requested, though they can't unreasonably deny the request if the letter of credit is shown. However, the rights of those who are directly given the proceeds are stronger than anyone who the beneficiary assigns them to. The rules on creating and securing interests in these rights are covered by a separate law, affecting only parties other than the issuer or nominated person.

(a)CA Commercial Law Code § 5114(a) In this section, “proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.
(b)CA Commercial Law Code § 5114(b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.
(c)CA Commercial Law Code § 5114(c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.
(d)CA Commercial Law Code § 5114(d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.
(e)CA Commercial Law Code § 5114(e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary’s assignment of the proceeds of a letter of credit and are superior to the assignee’s right to the proceeds.
(f)CA Commercial Law Code § 5114(f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer’s or nominated person’s payment of proceeds to an assignee or third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary’s rights to proceeds is governed by Division 9 (commencing with Section 9101) or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary’s right to proceeds and its perfection are governed by Division 9 (commencing with Section 9101) or other law.

Section § 5115

Explanation

This law states that if you want to enforce a right or obligation related to a letter of credit, you have one year to start legal action. This countdown starts either from when the letter of credit expires or when the issue (breach) occurs—whichever comes later. It doesn't matter if you didn't know about the breach when it happened.

An action to enforce a right or obligation arising under this article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.

Section § 5116

Explanation

This section explains how to determine which jurisdiction's laws apply when there's a dispute involving a letter of credit or a similar financial document. The parties can choose the jurisdiction in their agreement, even if it's unrelated to the transaction. If they haven't chosen, the law where the issuer, nominated person, or adviser is located will apply, based on their address.

Banks are treated as separate entities for these purposes; each branch is considered located at its address in the undertaking. Custom rules like the Uniform Customs and Practice for Documentary Credits govern if they are incorporated into the undertaking unless they conflict with non-changeable rules in Section 5103. This section will override conflicting divisions in other laws. Parties can also choose where to settle disputes similarly to selecting the governing law.

(a)CA Commercial Law Code § 5116(a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.
(b)CA Commercial Law Code § 5116(b) Unless subdivision (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued.
(c)CA Commercial Law Code § 5116(c) For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subdivision (d).
(d)CA Commercial Law Code § 5116(d) A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.
(e)CA Commercial Law Code § 5116(e) Except as otherwise provided in this subdivision, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this division would govern the liability of an issuer, nominated person, or adviser under subdivision (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this division and those rules applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in subdivision (c) of Section 5103.
(f)CA Commercial Law Code § 5116(f) If there is conflict between this division and Division 3 (commencing with Section 3101), Division 4 (commencing with Section 4101), or Division 9 (commencing with Section 9101), this division governs.
(g)CA Commercial Law Code § 5116(g) The forum for settling disputes arising out of an undertaking within this division may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subdivision (a).

Section § 5117

Explanation

This section explains how different parties involved in a letter of credit transaction can gain the rights of the party they reimburse or pay. If a bank (issuer) pays on behalf of a beneficiary, it gets the beneficiary's rights as if it were also responsible for paying the underlying debt. Similarly, if a person or company (applicant) reimburses the bank, they get the bank's rights against others involved, like the beneficiary. If another party (nominated person) pays against a letter of credit, they also obtain certain rights akin to those held by the issuer, beneficiary, and applicant. However, these rights only kick in after the issuer or nominated person has made the payment.

(a)CA Commercial Law Code § 5117(a) An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.
(b)CA Commercial Law Code § 5117(b) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subdivision (a).
(c)CA Commercial Law Code § 5117(c) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:
(1)CA Commercial Law Code § 5117(c)(1) the issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;
(2)CA Commercial Law Code § 5117(c)(2) the beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and
(3)CA Commercial Law Code § 5117(c)(3) the applicant to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.
(d)CA Commercial Law Code § 5117(d) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subdivisions (a) and (b) do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subdivision (c) do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense, or excuse.

Section § 5118

Explanation

This section explains that when a bank or a similar entity (issuer or nominated person) honors or gives value for a document under a letter of credit, they get a security interest in it.

If they haven't been paid back yet, their security interest stays intact according to specific rules starting in another section of the law.

Firstly, the security interest doesn't require a security agreement to be enforceable. Secondly, if the document isn't in a physical form, the security interest is considered automatically perfected, which means it is legally recognized and protected.

Finally, if the document is on paper and isn't a specific type of legal item, their security interest is also automatically perfected and takes precedence over any other claims on it, as long as the debtor doesn't physically have the document.

(a)CA Commercial Law Code § 5118(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.
(b)CA Commercial Law Code § 5118(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subdivision (a), the security interest continues and is subject to Division 9 (commencing with Section 9101), subject to all of the following:
(1)CA Commercial Law Code § 5118(b)(1) A security agreement is not necessary to make the security interest enforceable under paragraph (3) of subdivision (b) of section 9203.
(2)CA Commercial Law Code § 5118(b)(2) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected.
(3)CA Commercial Law Code § 5118(b)(3) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.