BCBU

B.C.B.U. and Dee R. Bangerter, its president (collectively, B.C.B.U.), appeal from a judgment for Wells Fargo Bank Minnesota, National Association (Wells Fargo) in this action for breach of a finance lease. They argue that B.C.B.U. (lessee) and Bangerter (guarantor) have valid defenses against Wells Fargo (assignee) despite a lease clause that waived all defenses against an assignee. One argument raises an issue of first impression—whether the applicable law is California Uniform Commercial Code section 9403 (waiver of defenses against assignee enforceable) or California Uniform Commercial Code section 10407 (lease only enforceable upon delivery of goods). We conclude section 9403 governs and affirm.

B.C.B.U. operates a nursing home and in-home care service in Bountiful, Utah. In October 2000, it sought financing to acquire computer equipment and entered into negotiations with Crocker Capital, Inc., a company that acquires and leases equipment to businesses. In November, while the parties were still negotiating, Crocker sent lease documents to Bangerter for signature. A company representative assured Bangerter it was common industry practice to execute documents in…