Secured TransactionsPerfection and Priority
Section § 9301
This law explains which local laws apply to securing an interest in a debtor's property (collateral). Generally, the rules depend on the location of the debtor or the collateral. If the debtor is in a particular area, the laws there determine how a security interest is handled. If the collateral is in a certain place, those local laws apply, especially for things you physically possess. There are specific rules for collateral like negotiable documents or money, and for resources extracted from the ground, like oil or minerals, which follow the laws where the extraction site is located.
Section § 9302
This law states that when farm products are located in a certain area, the local laws of that area control how agricultural liens on those products are perfected, what effects result from perfecting or not perfecting these liens, and how priority is determined among them.
Section § 9303
This law states that when goods, like vehicles, are registered under a certificate of title in a certain area, the local laws of that area will decide how security interests (such as liens or loans) on those goods are handled. Once an application and fee for the certificate are submitted, the goods become covered. They stop being covered when the certificate is no longer effective or a new certificate from a different area takes over.
Section § 9304
This section explains which local laws apply when handling security interests in a bank deposit account. Essentially, the laws of the bank's location determine important legal aspects like how a security interest is established and how priority over such an interest is decided. To find out which jurisdiction is relevant, you first look at any agreements made between the bank and the customer. If the agreement specifies a jurisdiction or states that the deposit account is managed in a particular area, that is the jurisdiction. If there is no clear agreement, it defaults to where the bank's managing office is located or where the bank's headquarters is.
Section § 9305
This section explains how the legal rules for security interests depend on the location involved. For securities with physical certificates, the laws of where the certificate is located apply. For securities without certificates, the laws of the issuer's location are relevant. When dealing with securities accounts or commodity accounts, it's the laws where these are managed that matter, even if there's no direct link to the location itself. If you have an agreement with a commodity intermediary, their jurisdiction is often defined by the agreement. If not, it's decided by the office location mentioned in account statements or the firm's main office location. However, if the security interest involves filing a document, or certain automatic processes, the debtor's location laws are applicable.
Section § 9306
This law explains which local laws apply when dealing with security interests in letter-of-credit rights. Basically, the law of the state where the issuer or a nominated person is located governs how to perfect a security interest in this context. It also addresses what happens if the interest is perfected or not, and the priority of claims. An exception is noted for interests perfected as described in another part of the law (Section 9308).
Section § 9306.1
This law determines which jurisdiction's local laws apply when dealing with security interests in chattel paper, which are written or electronic records of payment obligations. If chattel paper is in electronic form, the jurisdiction is defined by the rules or system associated with it. If there is no clear jurisdiction, it's where the debtor is located. For chattel paper in tangible form, the jurisdiction is where the paper is physically located. Special rules apply for perfecting a security interest, which is a legal claim on the chattel paper, either through possession or filing.
Section § 9306.2
This law section explains how the location's legal rules apply when dealing with the perfection and priority of a security interest in certain digital assets, like controllable electronic records or accounts. Generally, the rules of the place specified under certain conditions govern these aspects, except for when the debtor's location law applies. Specifically, where the debtor is located controls the perfection process when filing for a security interest or automatically perfecting a security interest upon a sale of a controllable payment intangible.
Section § 9307
This section explains how to determine where a debtor is officially located for legal purposes, which matters for things like financial transactions and security interests. If you're an individual, you're located where you mainly live. If you're an organization with one place of business, that's your location. If you have multiple places of business, it’s where your main office is. Special rules apply if these places are in countries that require certain public records about financial interests. If the rules don't apply, you're considered to be in Washington, D.C. Registered companies are located where they’re legally formed, and there are specific rules for banks and foreign businesses. The section specifies different conditions for locating registered organizations or banks under U.S. law or in specific states, especially if a company has ceased operations or a bank is operating a branch not organized in the U.S.
Section § 9308
This section explains how security interests and agricultural liens become 'perfected', meaning they are legally enforceable against third parties. A security interest is perfected when it has attached, and all necessary steps have been taken according to specific sections. Similarly, an agricultural lien is perfected when it becomes effective and meets the criteria for perfection. Once perfected, these interests remain continuously perfected if the method of perfection changes but there is no gap in its status. Additionally, perfecting a security interest in collateral also perfects rights related to it, such as obligations or entitlements linked to securities accounts or commodity accounts.
Section § 9309
This law explains various scenarios under which security interests are automatically perfected when they attach. This means no further steps are needed to secure these interests against claims from other creditors. Such scenarios include purchase money security interests in consumer goods, certain assignments of accounts, sales of payment intangibles or promissory notes, assignments related to healthcare receivables, and others. Also covered are situations involving financial and investment securities, transactions benefiting creditors, and sales related to lottery winnings.
Section § 9310
This section outlines when you must file a financing statement to secure an interest on a property, like a lien, but it also lists exceptions. Generally, you need to file to make the interest official and protect it. However, there are many situations where filing isn't necessary, such as when the interest is covered by certain other laws, stays with the property holder, or involves specific types of goods or financial instruments. It also mentions that once a secured interest is assigned, it remains protected without needing a new filing.
Section § 9311
This section explains when filing a financing statement is not needed to perfect a security interest in certain types of property. You don't need to file if the property is covered by specific federal or state laws, like vehicle registration or air contaminant registries. If you meet the legal requirements for these situations, it's as if you filed the statement. The law also notes that if the property is inventory held for sale or lease, the normal rules for filing might apply again.
Section § 9312
This section outlines how to secure a legal claim, known as a 'security interest,' on various types of assets like chattel paper, deposit accounts, and negotiable documents. For most assets, filing a record secures this interest, but there are exceptions. For example, deposit accounts and electronic money can only be secured by taking control over them, while tangible money requires possession. If goods are held by a bailee (someone temporarily holding property for you), the manner in which you secure an interest can depend on whether the documentation is negotiable or not. Additionally, when dealing with temporary transfers for certain purposes like sale or exchange, an interest can remain secure for 20 days without the need to file documentation. After this period, further action is needed to remain protected.
Section § 9313
This section explains how a secured party can claim a legal right on items like goods, money, or documents by physically holding onto them. This process is called "perfecting a security interest." Generally, to secure this right, the party must take possession of the item involved. For goods that have a title in California, there are specific cases mentioned in another section where possession applies. If the item is with someone other than the debtor, that person must acknowledge they're holding it for the secured party. The security interest is valid as long as the secured party holds onto the item, starting when they first take possession. There are some exceptions and rules about the duties of people holding these items, but generally, they have no obligation to confirm anything unless they agree to it.
Section § 9314
This law discusses how to ensure a security interest in certain types of property, like electronic money or investment property, is legally recognized and protected. To 'perfect' a security interest means to establish a legal claim to the asset. You can do this by having 'control' over the asset, which involves certain specific actions. For some assets, like electronic accounts, you gain and keep legal protection as long as you have control. For investment properties, this protection ends if you lose control and certain conditions occur, such as the debtor taking possession or being registered as owner.
Section § 9314.1
This law explains how a secured party can secure their interest in chattel paper, which is a document showing either a monetary obligation or a lease of goods. To do this, they need to physically hold tangible copies of the paper and control electronic versions. The security interest becomes effective only when they take and keep this control. Specific rules from another section also help manage how they maintain this security.
Section § 9315
This law explains what happens to a security interest or lien when the collateral is sold or otherwise disposed of. Generally, the security interest survives unless the secured party allows it to be removed. If collateral generates proceeds, the security interest still applies to those proceeds, as long as they are identifiable. If these proceeds are mixed with other property, they must be traceable using specific legal methods to retain the security interest. A perfected security interest in the original collateral will stay perfected in the proceeds for 21 days, unless certain conditions are met, such as having the appropriate paperwork filed or identifying the proceeds as cash. Cash proceeds maintain their status as cash, even when handled by an officer enforcing a judgment.
Section § 9316
This law deals with the rules for keeping a security interest (a legal claim on collateral to secure a debt) valid or 'perfected' when circumstances change, such as the debtor moving to a new location or transferring collateral. It outlines how long a security interest remains valid and what needs to happen to maintain its status when these changes occur. If the security isn't properly perfected in the new jurisdiction within certain time limits, it could lose its perfected status, meaning it's as if it was never perfected against a purchaser. Specific rules apply to different types of collateral, like goods with titles, chattel paper, accounts, and investment property, each with their own timelines and conditions for maintaining perfection.
Section § 9317
This law explains situations where a security interest or agricultural lien is ranked lower than someone else's rights. Generally, if a person makes a purchase without knowing about a security interest and before it's officially established, they can own the item free of any claims. Different rules apply depending on whether we're talking about goods, lease agreements, or digital documents. For example, if a buyer pays for tangible items or digital records without knowing a security interest exists and before it is formalized, they can keep the item free of such claims. Special rules mention how filing a financing statement can affect priority. Overall, the key idea is that buying without knowledge of existing claims can protect buyers from those claims, provided those claims aren’t yet perfected or filed properly.
Section § 9318
This law says that if someone (a debtor) sells certain financial items like accounts, payment rights, or notes, they no longer have any legal claim or ownership over them. However, for other people who might have claims or are purchasing these items from the debtor, while the buyer's claim isn't officially recorded, the debtor is considered to still have ownership and rights over what they sold. This means that even if it seems like the debtor is no longer involved, legally, they are treated as if they still own what they sold until the buyer's rights are fully recognized.
Section § 9319
This law section explains that generally, when goods are being held by a consignee (the person or business to whom items are shipped), they are considered to have the same rights to the goods as the consignor (the person who shipped it) for selling to others or dealing with creditors. However, if another law says the consignor's secured interest in the goods would be prioritized over a creditor's claims, then that other law is what decides the consignee's rights and title to the goods.
Section § 9320
This law describes situations where buyers can obtain goods free from security interests. A buyer in the ordinary course of business can purchase goods free from a seller's security interest even if the buyer knows about it, unless noted otherwise. If buying for personal, family, or household use, the buyer must not know about the security interest, must pay for the goods, and must do so before the related financing statement is filed. Buyers of oil, gas, or minerals take them free of claims at the extraction site. However, if the goods are under the control of the secured party, the rules change.
Section § 9321
This law explains what it means to be a "licensee in ordinary course of business," which is someone who becomes a licensee without knowing they might be infringing on someone else's rights, following standard industry practices. It also states that these licensees are protected from existing security interests attached to the licensed intangible assets, meaning they can enjoy their rights under a nonexclusive license without being affected by such claims, even if they know about them. The same protection applies to lessees in ordinary course of business regarding leased goods.
Section § 9321.1
If you have a nonexclusive license to a film made under certain U.S. labor agreements, you must respect any secured financial claims related to paying residuals owed through those agreements. 'Motion picture' and 'residuals' are defined by the agreements themselves.
Section § 9322
This section deals with how to decide who gets first claim on the same asset when there are multiple interests, like security interests or agricultural liens. Usually, whoever files their claim first or perfects their interest first gets priority. A perfected interest means it's been legally established and can win over an unperfected interest. If all interests are unperfected, then the one that attaches first wins. For certain interests and under certain rules, the timing of filing can also affect claims on proceeds, or earnings, from the original collateral. There are special rules if the collateral involves things like chattel paper or investment properties, and sometimes other laws can affect these rules. An agricultural lien gets priority if the law that created it says so.
Section § 9323
Section § 9324
This law section is about what happens when two or more parties have a security interest in the same property, like goods, inventory, livestock, or software. A purchase money security interest (PMSI) usually has the priority over other conflicting interests. For goods, this priority applies if the PMSI is perfected within 20 days after the debtor gets the items. For inventory, this PMSI gets priority if a notification is sent to existing interest holders and certain conditions are met. For livestock, similar rules apply, but notifications must be sent within six months. Also, when multiple parties qualify for priority over the same collateral, the law specifies whose claim takes precedence, typically the one related to the original purchase price. Exceptions and specific procedures are detailed within the sections.
Section § 9325
This section explains that if a debtor has a security interest in collateral, it takes a backseat to another person's security interest if certain conditions are met. These conditions include: the debtor got the collateral already subject to someone else's security interest, that other security interest was officially recognized, and it stayed recognized without any lapses. However, this hierarchy is only valid if the competing security interest would have priority under specific legal rules or arose from specific circumstances mentioned in other sections.
Section § 9326
This law talks about the ranking order of different security interests (essentially claims or rights to an asset) on the same piece of collateral when someone new takes over that collateral. If the new person's claim to the asset is based only on a specific type of official filing, and there's another claim that uses a different method to be made official, the second claim has a stronger position. However, if several claims use the same official filing method, the one that was filed first by the new owner wins, unless two different original owners are involved, in which case it's more complicated.
Section § 9326.1
If someone has a legal right or interest in a financial account, electronic record, or payment asset and they have control over it, their claim is stronger than someone else's claim if the other person does not have control over it.
Section § 9327
This law section deals with how to decide who has the top claim on a bank account when more than one party has a security interest in it. If a party has control over the account, they have priority over others who don’t. Normally, if multiple parties have perfected their interest through control, the one who did so first gets priority. However, the bank where the account is held generally gets first dibs over others. But if someone else perfects their interest with a specific form of control, they might leapfrog the bank in priority.
Section § 9328
This law outlines how to determine which creditor gets paid first when they both have claims on the same investment property like stocks or bonds. Generally, the creditor who has 'control' over the investment property has the first claim. If both have control, the timing of when they got control usually decides the order. Securities and commodity intermediaries handling the accounts or contracts typically have top priority. If a security was handed over physically to a creditor without using 'control,' that creditor might also have priority. If no one has control, other rules apply. If there's still uncertainty, other specific sections (9322 and 9323) will sort it out.
Section § 9329
This law explains how to decide who gets priority when there are competing claims to the same right tied to a letter of credit. The key rule is that the party with control over the letter-of-credit right has priority over any other competing claim that doesn't have control. If more than one party has perfected their interest by control, the one who got control first gets priority.
Section § 9330
Section § 9331
This law explains that certain types of holders or purchasers, such as those holding negotiable instruments or securities, have priority over earlier security interests, even if those interests have been properly established. Additionally, it states that these holders or purchasers are not limited or affected by other claims if they are protected under certain divisions. Also, simply filing a claim under this division doesn't notify these holders or purchasers about any claims or defenses against them.
Section § 9332
This law explains that if you receive actual physical money, funds from a bank account, or control over electronic money, you are free from any legal claims on it from a secured party as long as you aren't secretly working with the debtor to break any rules protecting the party who has a security interest. Essentially, you must receive the money fairly and openly, without any secret deals or schemes.
Section § 9333
This section defines a 'possessory lien' as a right to keep possession of goods to secure payment or performance for provided services or materials, as long as the person has the goods. It's created by law and has priority over other security interests unless a specific law states otherwise.
Section § 9334
This law explains how security interests work when it comes to fixtures, which are items attached to real property like land or buildings. It allows security interests to be created or continue in fixtures but not in ordinary building materials used for construction. In general, if there's a conflict, the interest of a property owner or lender usually takes priority over someone else's security interest in these fixtures unless certain conditions are met. For example, if the security interest is properly documented before the fixture is installed or if the fixture is easily removable, then it might take priority. If a property owner or lender has consented or if there are specific agreements about removing fixtures, security interests may also take precedence. Additionally, construction-related mortgages generally take priority over security interests in fixtures.
Section § 9335
This law deals with security interests in accessions, which are items added to other goods, like a stereo in a car. If a security interest is already perfected (made legally effective) when something becomes an accession, it stays that way. Generally, the priority or ranking of security interests is determined by other rules, except that an accession's security interest is lower than the security interest in the entire item according to specific title requirements. If there's a default, the owner of the security interest can remove the accession but must compensate others for any physical damage to the remaining goods. They don't have to pay for decreased value due to the missing part, but parties can withhold removal permission until they're assured they'll be compensated for the damage.
Section § 9336
This section is about what happens to security interests when goods are mixed together so thoroughly that they become indistinguishable, referred to as 'commingled goods.' While you can't have a security interest in the commingled goods themselves, you can have one in the new product or mass that results from this mixing. If you had a perfected security interest in the original goods before they got mixed, your interest automatically transfers to the new product or mass and keeps its priority status. When multiple perfected interests exist, they share priority based on the value of the original goods.
Section § 9337
This law deals with what happens if a California certificate of title doesn't show that goods have a security interest from another place. If someone buys those goods in good faith, they can own them free of that interest. Also, if another security interest is established afterward without knowing about the first one, the original interest is lower in priority.
Section § 9338
This law says that if a financing statement, which is a document that helps secure interests in property, has incorrect information when filed, it impacts the rights of others. First, if another person with a conflicting security interest relies on that incorrect info and invests value, their interest will take priority over yours. Second, if someone buys the property involved and relies on the wrong info by paying value for it, they can own the property without being affected by your security interest, as long as they receive delivery of the property.
Section § 9339
This rule says that even if someone has the right to be first in line to get paid or have their claim settled, they can still choose to let someone else go before them if they agree to it.
Section § 9340
This law explains when banks can use certain rights, like recoupment or setoff, which involve taking money from an account to cover debts. Normally, banks can do this even if someone has a security interest, or claim, on the account. However, if the security interest is strong and established by control, the bank can't use setoff against such an account if the setoff is based on a claim against the account holder. Essentially, a secured party with a perfected interest has stronger protection against bank claims on the account that are due to the account holder's debts.
Section § 9341
This law section explains that a bank's duties concerning a deposit account don’t change just because there's a security interest in that account. That means if someone has a legal claim or lien on what’s in the account, it doesn’t affect how the bank handles it, unless the bank agrees in writing to some kind of change. Even if the bank knows about the lien or receives instructions from the person with the lien, its obligations stay the same unless it formally agrees otherwise.
Section § 9342
This law says that banks in California aren't obligated to make agreements that are like what's described in another section, even if the customer asks them to. If a bank does decide to make such an agreement, it doesn't have to confirm that this agreement exists to anyone else unless the customer specifically asks for this confirmation.