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The Vermont Statutes Online
Title
09A
:
Uniform Commercial Code
Chapter
001
:
General Provisions
§
1-201. General definitions
(a) Unless the
context otherwise requires, words or phrases defined in this section, or in the
additional definitions contained in other articles of this title that apply to
particular articles or parts thereof, have the meanings stated.
(b) Subject to
definitions contained in other articles of this title that apply to particular
articles or parts thereof:
(1)
"Action," in the sense of a judicial proceeding, includes recoupment,
counterclaim, set-off, suit in equity, and any other proceeding in which rights
are determined.
(2)
"Aggrieved party" means a party entitled to pursue a remedy.
(3)
"Agreement," as distinguished from "contract," means the
bargain of the parties in fact, as found in their language or inferred from other
circumstances, including course of performance, course of dealing, or usage of
trade as provided in section 1-303 of this title.
(4)
"Bank" means a person engaged in the business of banking and includes
a savings bank, savings and loan association, credit union, and trust company.
(5)
"Bearer" means a person in control of a negotiable electronic
document of title or a person in possession of a negotiable instrument,
negotiable tangible document of title, or certificated security that is payable
to bearer or indorsed in blank.
(6) "Bill
of lading" means a document of title evidencing the receipt of goods for
shipment issued by a person engaged in the business of directly or indirectly
transporting or forwarding goods. The term does not include a warehouse
receipt.
(7)
"Branch" includes a separately incorporated foreign branch of a bank.
(8) "Burden
of establishing" a fact means the burden of persuading the trier of fact
that the existence of the fact is more probable than its nonexistence.
(9) "Buyer
in ordinary course of business" means a person that buys goods in good
faith, without knowledge that the sale violates the rights of another person in
the goods, and in the ordinary course from a person, other than a pawnbroker,
in the business of selling goods of that kind. A person buys goods in the
ordinary course if the sale to the person comports with the usual or customary
practices in the kind of business in which the seller is engaged or with the
seller's own usual or customary practices. A person that sells oil, gas, or
other minerals at the wellhead or minehead is a person in the business of
selling goods of that kind. A buyer in ordinary course of business may buy for
cash, by exchange of other property, or on secured or unsecured credit, and may
acquire goods or documents of title under a preexisting contract for sale. Only
a buyer that takes possession of the goods or has a right to recover the goods
from the seller under Article 2 of this title may be a buyer in ordinary course
of business. "Buyer in ordinary course of business" does not include
a person that acquires goods in a transfer in bulk or as security for or in
total or partial satisfaction of a money debt.
(10)
"Conspicuous," with reference to a term, means so written, displayed,
or presented that a reasonable person against which it is to operate ought to
have noticed it. Whether a term is "conspicuous" or not is a decision
for the court. Conspicuous terms include the following:
(A) a heading in
capitals equal to or greater in size than the surrounding text, or in
contrasting type, font, or color to the surrounding text of the same or lesser
size; and
(B) language in
the body of a record or display in larger type than the surrounding text, or in
contrasting type, font, or color to the surrounding text of the same size, or
set off from surrounding text of the same size by symbols or other marks that
call attention to the language.
(11)
"Consumer" means an individual who enters into a transaction
primarily for personal, family, or household purposes.
(12)
"Contract," as distinguished from "agreement," means the
total legal obligation that results from the parties' agreement as determined
by this title as supplemented by any other applicable laws.
(13)
"Creditor" includes a general creditor, a secured creditor, a lien
creditor, and any representative of creditors, including an assignee for the
benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an
executor or administrator of an insolvent debtor's or assignor's estate.
(14) "Defendant"
includes a person in the position of defendant in a counterclaim, cross-claim,
or third-party claim.
(15)
"Delivery," with respect to an electronic document of title means
voluntary transfer of control and with respect to an instrument, a tangible
document of title, or chattel paper, means voluntary transfer of possession.
(16)
"Document of title" means a record (i) that in the regular course of
business or financing is treated as adequately evidencing that the person in
possession or control of the record is entitled to receive, control, hold, and
dispose of the record and the goods the record covers; and (ii) that purports
to be issued by or addressed to a bailee and to cover goods in the bailee's
possession which are either identified or are fungible portions of an
identified mass. The term includes a bill of lading, transport document, dock
warrant, dock receipt, warehouse receipt, and order for delivery of goods. An
electronic document of title means a document of title evidenced by a record consisting
of information stored in an electronic medium. A tangible document of title
means a document of title evidenced by a record consisting of information that
is inscribed on a tangible medium.
(17)
"Fault" means a default, breach, or wrongful act or omission.
(18)
"Fungible goods" means:
(A) goods of
which any unit, by nature or usage of trade, is the equivalent of any other
like unit; or
(B) goods that
by agreement are treated as equivalent.
(19)
"Genuine" means free of forgery or counterfeiting.
(20) "Good
faith," except as otherwise provided in Article 5 of this title, means
honesty in fact and the observance of reasonable commercial standards of fair
dealing.
(21)
"Holder" means:
(A) the person
in possession of a negotiable instrument that is payable either to bearer or to
an identified person that is the person in possession;
(B) the person
in possession of a negotiable tangible document of title if the goods are
deliverable either to bearer or to the order of the person in possession; or
(C) the person
in control of a negotiable electronic document of title.
(22)
"Insolvency proceeding" includes an assignment for the benefit of
creditors or other proceeding intended to liquidate or rehabilitate the estate
of the person involved.
(23)
"Insolvent" means:
(A) having
generally ceased to pay debts in the ordinary course of business other than as
a result of bona fide dispute;
(B) being unable
to pay debts as they become due; or
(C) being
insolvent within the meaning of federal bankruptcy law.
(24)
"Money" means a medium of exchange currently authorized or adopted by
a domestic or foreign government. The term includes a monetary unit of account
established by an intergovernmental organization or by agreement between two or
more countries.
(25)
"Organization" means a person other than an individual.
(26)
"Party," as distinguished from "third party," means a
person that has engaged in a transaction or made an agreement subject to this
title.
(27)
"Person" means an individual, corporation, business trust, estate,
trust, partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, public
corporation, or any other legal or commercial entity.
(28)
"Present value" means the amount as of a date certain of one or more
sums payable in the future, discounted to the date certain by use of either an
interest rate specified by the parties if that rate is not manifestly
unreasonable at the time the transaction is entered into or, if an interest
rate is not so specified, a commercially reasonable rate that takes into
account the facts and circumstances at the time the transaction is entered
into.
(29)
"Purchase" means taking by sale, lease, discount, negotiation,
mortgage, pledge, lien, security interest, issue or reissue, gift, or any other
voluntary transaction creating an interest in property.
(30)
"Purchaser" means a person that takes by purchase.
(31)
"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.
(32)
"Remedy" means any remedial right to which an aggrieved party is
entitled with or without resort to a tribunal.
(33)
"Representative" means a person empowered to act for another,
including an agent, an officer of a corporation or association, and a trustee,
executor, or administrator of an estate.
(34)
"Right" includes remedy.
(35)
"Security interest" means an interest in personal property or
fixtures which secures payment or performance of an obligation. "Security
interest" includes any interest of a consignor and a buyer of accounts,
chattel paper, a payment intangible, or a promissory note in a transaction that
is subject to Article 9 of this title. "Security interest" does not
include the special property interest of a buyer of goods on identification of
those goods to a contract for sale under section 2-401 of this title, but a
buyer may also acquire a "security interest" by complying with
Article 9 of this title. Except as otherwise provided in section 2-505 of this
title, the right of a seller or lessor of goods under Article 2 or 2A of this
title to retain or acquire possession of the goods is not a "security
interest," but a seller or lessor may also acquire a "security interest"
by complying with Article 9 of this title. The retention or reservation of
title by a seller of goods notwithstanding shipment or delivery to the buyer
under section 2-401 of this title is limited in effect to a reservation of a
"security interest." Whether a transaction in the form of a lease
creates a "security interest" is determined pursuant to section 1-203
of this title.
(36)
"Send" in connection with a writing, record, or notice means:
(A) to deposit
in the mail or deliver for transmission by any other usual means of
communication with postage or cost of transmission provided for and properly
addressed and, in the case of an instrument, to an address specified thereon or
otherwise agreed, or if there be none to any address reasonable under the
circumstances; or
(B) in any other
way to cause to be received any record or notice within the time it would have
arrived if properly sent.
(37)
"Signed" includes using any symbol executed or adopted with present
intention to adopt or accept a writing.
(38)
"State" means a State of the United States, the District of Columbia,
Puerto Rico, the United States Virgin Islands, or any territory or insular
possession subject to the jurisdiction of the United States.
(39)
"Surety" includes a guarantor or other secondary obligor.
(40)
"Term" means a portion of an agreement that relates to a particular
matter.
(41)
"Unauthorized signature" means a signature made without actual,
implied, or apparent authority. The term includes a forgery.
(42)
"Warehouse receipt" means a document of title issued by a person
engaged in the business of storing goods for hire.
(43)
"Writing" includes printing, typewriting, or any other intentional
reduction to tangible form. "Written" has a corresponding meaning.
(Amended 1993, No. 158 (Adj. Sess.), § 3, eff. Jan. 1, 1995; 1999, No. 106
(Adj. Sess.), § 4, eff. July 1, 2001; 2007, No. 99 (Adj. Sess.), § 2; 2015, No.
51, § B.4, eff. June 3, 2015.)
