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§6A-1-201  General definitions. –


Published: 2015

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TITLE 6A

Uniform Commercial Code

CHAPTER 6A-1

General Provisions

PART 6A-1-201

General Definitions and Principles of Interpretation

SECTION 6A-1-201



   § 6A-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 chapters of title

6A that apply to particular chapters or parts thereof, have the meanings stated.



   (b) Subject to definitions contained in other chapters of

title 6A that apply to particular chapters 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 § 6A-1-303.



   (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 possession of a negotiable

instrument, document of title, or certificated security that is payable to

bearer or indorsed in blank.



   (6) "Bill of lading" means a document evidencing the receipt

of goods for shipment issued by a person engaged in the business of

transporting or forwarding goods.



   (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 Chapter 2 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 title 6A 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 instrument, document of

title, or chattel paper, means voluntary transfer of possession.



   (16) "Document of title" includes bill of lading, dock

warrant, dock receipt, warehouse receipt or order for the delivery of goods,

and also any other document which in the regular course of business or

financing is treated as adequately evidencing that the person in possession of

it is entitled to receive, hold, and dispose of the document and the goods it

covers. To be a document of title, a document must purport to be issued by or

addressed to a bailee and purport to cover goods in the bailee's possession

which are either identified or are fungible portions of an identified mass.



   (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" means honesty in fact in the conduct or

transaction concerned.



   (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; or



   (B) The person in possession of a document of title if the

goods are deliverable either to bearer or to the order of the person in

possession.



   (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 (2) 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 title

6A.



   (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 Chapter 9. "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 § 6A-2-401, but a buyer may also

acquire a "security interest" by complying with Chapter 9. Except as otherwise

provided in § 6A-2-505, the right of a seller or lessor of goods under

Chapter 2 or 2.1 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 Chapter 9. The retention or reservation of title by

a seller of goods notwithstanding shipment or delivery to the buyer under

§ 6A-2-401 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 § 6A-1-203.



   (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 receipt 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.



History of Section.

(P.L. 1960, ch. 147, § 1; P.L. 1979, ch. 172, § 1; P.L. 1987, ch.

271, § 3; P.L. 1991, ch. 305, §§ 4, 5; P.L. 2000, ch. 182,

§ 7; P.L. 2000, ch. 238, § 5; P.L. 2000, ch. 420, § 7; P.L.

2000, ch. 421, § 5; P.L. 2006, ch. 112, § 1; P.L. 2006, ch. 135,

§ 1; P.L. 2007, ch. 19, § 2; P.L. 2007, ch. 34, § 2.)