1201-1206
COMMERCIAL CODE
SECTION 1201-1206
1201. (a) Unless the context otherwise requires, words or phrases
defined in this section, or in the additional definitions contained
in other divisions of this code that apply to particular divisions or
chapters thereof, have the meanings stated.
(b) Subject to definitions contained in other divisions of this
code that apply to particular divisions or chapters thereof:
(1) "Action," in the sense of a judicial proceeding, includes
recoupment, counterclaim, setoff, 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 1303.
(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 endorsed 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 Division 2 (commencing with Section 2101) 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 whom 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)