§ 6A-1-201 - General definitions.
SECTION 6A-1-201
§ 6A-1-201 General definitions. – (a) Unless the context otherwise requires, words or phrases defined in thissection, or in the additional definitions contained in other chapters of title6A that apply to particular chapters or parts thereof, have the meanings stated.
(b) Subject to definitions contained in other chapters oftitle 6A that apply to particular chapters or parts thereof:
(1) "Action", in the sense of a judicial proceeding, includesrecoupment, counterclaim, set-off, suit in equity, and any other proceeding inwhich rights are determined.
(2) "Aggrieved party" means a party entitled to pursue aremedy.
(3) "Agreement", as distinguished from "contract", means thebargain of the parties in fact, as found in their language or inferred fromother circumstances, including course of performance, course of dealing, orusage of trade as provided in § 6A-1-303.
(4) "Bank" means a person engaged in the business of bankingand includes a savings bank, savings and loan association, credit union, andtrust company.
(5) "Bearer" means a person in possession of a negotiableinstrument, document of title, or certificated security that is payable tobearer or indorsed in blank.
(6) "Bill of lading" means a document evidencing the receiptof goods for shipment issued by a person engaged in the business oftransporting or forwarding goods.
(7) "Branch" includes a separately incorporated foreignbranch of a bank.
(8) "Burden of establishing" a fact means the burden ofpersuading the trier of fact that the existence of the fact is more probablethan its nonexistence.
(9) "Buyer in ordinary course of business" means a personthat buys goods in good faith, without knowledge that the sale violates therights of another person in the goods, and in the ordinary course from aperson, 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 comportswith the usual or customary practices in the kind of business in which theseller is engaged or with the seller's own usual or customary practices. Aperson that sells oil, gas, or other minerals at the wellhead or minehead is aperson in the business of selling goods of that kind. A buyer in ordinarycourse of business may buy for cash, by exchange of other property, or onsecured or unsecured credit, and may acquire goods or documents of title undera preexisting contract for sale. Only a buyer that takes possession of thegoods or has a right to recover the goods from the seller under Chapter 2 maybe a buyer in ordinary course of business. "Buyer in ordinary course ofbusiness" does not include a person that acquires goods in a transfer in bulkor as security for or in total or partial satisfaction of a money debt.
(10) "Conspicuous", with reference to a term, means sowritten, displayed, or presented that a reasonable person against which it isto operate ought to have noticed it. Whether a term is "conspicuous" or not isa decision for the court. Conspicuous terms include the following:
(A) A heading in capitals equal to or greater in size thanthe surrounding text, or in contrasting type, font, or color to the surroundingtext of the same or lesser size; and
(B) Language in the body of a record or display in largertype than the surrounding text, or in contrasting type, font, or color to thesurrounding text of the same size, or set off from surrounding text of the samesize by symbols or other marks that call attention to the language.
(11) "Consumer" means an individual who enters into atransaction primarily for personal, family, or household purposes.
(12) "Contract", as distinguished from "agreement", means thetotal legal obligation that results from the parties' agreement as determinedby title 6A as supplemented by any other applicable laws.
(13) "Creditor" includes a general creditor, a securedcreditor, a lien creditor, and any representative of creditors, including anassignee for the benefit of creditors, a trustee in bankruptcy, a receiver inequity, and an executor or administrator of an insolvent debtor's or assignor'sestate.
(14) "Defendant" includes a person in the position ofdefendant in a counterclaim, cross-claim, or third-party claim.
(15) "Delivery", with respect to an instrument, document oftitle, or chattel paper, means voluntary transfer of possession.
(16) "Document of title" includes bill of lading, dockwarrant, dock receipt, warehouse receipt or order for the delivery of goods,and also any other document which in the regular course of business orfinancing is treated as adequately evidencing that the person in possession ofit is entitled to receive, hold, and dispose of the document and the goods itcovers. To be a document of title, a document must purport to be issued by oraddressed to a bailee and purport to cover goods in the bailee's possessionwhich are either identified or are fungible portions of an identified mass.
(17) "Fault" means a default, breach, or wrongful act oromission.
(18) "Fungible goods" means:
(A) Goods of which any unit, by nature or usage of trade, isthe 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 ortransaction concerned.
(21) "Holder" means:
(A) The person in possession of a negotiable instrument thatis payable either to bearer or to an identified person that is the person inpossession; or
(B) The person in possession of a document of title if thegoods are deliverable either to bearer or to the order of the person inpossession.
(22) "Insolvency proceeding" includes an assignment for thebenefit of creditors or other proceeding intended to liquidate or rehabilitatethe estate of the person involved.
(23) "Insolvent" means:
(A) Having generally ceased to pay debts in the ordinarycourse 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 bankruptcylaw.
(24) "Money" means a medium of exchange currently authorizedor adopted by a domestic or foreign government. The term includes a monetaryunit of account established by an intergovernmental organization or byagreement between two (2) or more countries.
(25) "Organization" means a person other than an individual.
(26) "Party", as distinguished from "third-party", means aperson that has engaged in a transaction or made an agreement subject to title6A.
(27) "Person" means an individual, corporation, businesstrust, estate, trust, partnership, limited liability company, association,joint venture, government, governmental subdivision, agency, orinstrumentality, public corporation, or any other legal or commercial entity.
(28) "Present value" means the amount as of a date certain ofone or more sums payable in the future, discounted to the date certain by useof either an interest rate specified by the parties if that rate is notmanifestly unreasonable at the time the transaction is entered into or, if aninterest rate is not so specified, a commercially reasonable rate that takesinto account the facts and circumstances at the time the transaction is enteredinto.
(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 atangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.
(32) "Remedy" means any remedial right to which an aggrievedparty is entitled with or without resort to a tribunal.
(33) "Representative" means a person empowered to act foranother, including an agent, an officer of a corporation or association, and atrustee, executor, or administrator of an estate.
(34) "Right" includes remedy.
(35) "Security interest" means an interest in personalproperty or fixtures which secures payment or performance of an obligation."Security interest" includes any interest of a consignor and a buyer ofaccounts, chattel paper, a payment intangible, or a promissory note in atransaction that is subject to Chapter 9. "Security interest" does not includethe special property interest of a buyer of goods on identification of thosegoods to a contract for sale under § 6A-2-401, but a buyer may alsoacquire a "security interest" by complying with Chapter 9. Except as otherwiseprovided in § 6A-2-505, the right of a seller or lessor of goods underChapter 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 "securityinterest" by complying with Chapter 9. The retention or reservation of title bya 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" isdetermined pursuant to § 6A-1-203.
(36) "Send" in connection with a writing, record, or noticemeans:
(A) To deposit in the mail or deliver for transmission by anyother usual means of communication with postage or cost of transmissionprovided for and properly addressed and, in the case of an instrument, to anaddress specified thereon or otherwise agreed, or if there be none to anyaddress reasonable under the circumstances; or
(B) In any other way to cause to be received any record ornotice within the time it would have arrived if properly sent.
(37) "Signed" includes using any symbol executed or adoptedwith present intention to adopt or accept a writing.
(38) "State" means a State of the United States, the Districtof Columbia, Puerto Rico, the United States Virgin Islands, or any territory orinsular 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 aparticular matter.
(41) "Unauthorized signature" means a signature made withoutactual, implied, or apparent authority. The term includes a forgery.
(42) "Warehouse receipt" means a receipt issued by a personengaged in the business of storing goods for hire.
(43) "Writing" includes printing, typewriting, or any otherintentional reduction to tangible form. "Written" has a corresponding meaning.