8.1A-201 - A-201. General definitions.
§ 8.1A-201. General definitions.
(a) Unless the context otherwise requires, words or phrases defined in thissection, or in the additional definitions contained in other titles of theUniform Commercial Code that apply to particular titles or parts thereof,have the meanings stated.
(b) Subject to definitions contained in other titles of the UniformCommercial Code that apply to particular titles 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 whichrights are determined.
(2) "Aggrieved party" means a party entitled to pursue a remedy.
(3) "Agreement," as distinguished from "contract," means the bargain ofthe parties in fact, as found in their language or inferred from othercircumstances, including course of performance, course of dealing, or usageof trade as provided in § 8.1A-303.
(4) "Bank" means a person engaged in the business of banking and includes asavings bank, savings and loan association, credit union, and trust company.
(5) "Bearer" means a person in control of a negotiable electronic documentor a person in possession of a negotiable instrument, negotiable tangibledocument of title, or certificated security that is payable to bearer orendorsed in blank.
(6) "Bill of lading" means a document evidencing the receipt of goods forshipment issued by a person engaged in the business of directly or indirectlytransporting or forwarding goods. The term does not include a warehousereceipt.
(7) "Branch" includes a separately incorporated foreign branch of a bank.
(8) "Burden of establishing" a fact means the burden of persuading thetrier of fact that the existence of the fact is more probable than itsnonexistence.
(9) "Buyer in ordinary course of business" means a person that buys goodsin good faith, without knowledge that the sale violates the rights of anotherperson in the goods, and in the ordinary course from a person, other than apawnbroker, in the business of selling goods of that kind. A person buysgoods in the ordinary course if the sale to the person comports with theusual or customary practices in the kind of business in which the seller isengaged or with the seller's own usual or customary practices. A person thatsells oil, gas, or other minerals at the wellhead or minehead is a person inthe business of selling goods of that kind. A buyer in ordinary course ofbusiness may buy for cash, by exchange of other property, or on secured orunsecured credit, and may acquire goods or documents of title under apreexisting contract for sale. Only a buyer that takes possession of thegoods or has a right to recover the goods from the seller under Title 8.2 maybe a buyer in ordinary course of business. "Buyer in ordinary course ofbusiness" does not include a person that acquires goods in a transfer inbulk 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 tohave noticed it. Whether a term is "conspicuous" or not is a decision forthe court. Conspicuous terms include the following:
(A) a heading in capitals equal to or greater in size than the surroundingtext, or in contrasting type, font, or color to the surrounding text of thesame or lesser size; and
(B) language in the body of a record or display in larger type than thesurrounding text, or in contrasting type, font, or color to the surroundingtext of the same size, or set off from surrounding text of the same size bysymbols or other marks that call attention to the language.
(11) "Consumer" means an individual who enters into a transaction primarilyfor personal, family, or household purposes.
(12) "Contract," as distinguished from "agreement," means the total legalobligation that results from the parties' agreement as determined by theUniform Commercial Code as supplemented by any other applicable laws.
(13) "Creditor" includes a general creditor, a secured creditor, a liencreditor, and any representative of creditors, including an assignee for thebenefit of creditors, a trustee in bankruptcy, a receiver in equity, and anexecutor or administrator of an insolvent debtor's or assignor's estate.
(14) "Defendant" includes a person in the position of defendant in acounterclaim, cross-claim, or third-party claim.
(15) "Delivery," with respect to an electronic document of title meansvoluntary transfer of control and with respect to an instrument, a tangibledocument of title, or chattel paper, means voluntary transfer of possession.
(16) "Document of title" means a record (i) that in the regular courseof business or financing is treated as adequately evidencing that the personin possession or control of the record is entitled to receive, control, hold,and dispose of the record and the goods it covers and (ii) that purports tobe issued by or addressed to a bailee and to cover goods in the bailee'spossession that are either identified or are fungible portions of anidentified mass. The term includes a bill of lading, transport document, dockwarrant, dock receipt, warehouse receipt, and order for delivery of goods. Anelectronic document of title means a document of title evidenced by a recordconsisting of information stored in an electronic medium. A tangible documentof title means a document of title evidenced by a record consisting ofinformation 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 equivalentof 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 transactionconcerned.
(21) "Holder" means:
(A) the person in possession of a negotiable instrument that is payableeither 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 ifthe goods are deliverable either to bearer or to the order of the person inpossession; or
(C) the person in control of a negotiable electronic document of title.
(22) "Insolvency proceeding" includes an assignment for the benefit ofcreditors or other proceeding intended to liquidate or rehabilitate theestate of the person involved.
(23) "Insolvent" means:
(A) having generally ceased to pay debts in the ordinary course of businessother 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 bya domestic or foreign government. The term includes a monetary unit ofaccount established by an intergovernmental organization or by agreementbetween two or more countries.
(25) "Organization" means a person other than an individual.
(26) "Party," as distinguished from "third party," means a person thathas engaged in a transaction or made an agreement subject to the UniformCommercial Code.
(27) "Person" means an individual, corporation, business trust, estate,trust, partnership, limited liability company, association, joint venture,government, governmental subdivision, agency, or instrumentality, publiccorporation, or any other legal or commercial entity.
(28) "Present value" means the amount as of a date certain of one or moresums payable in the future, discounted to the date certain by use of eitheran interest rate specified by the parties if that rate is not manifestlyunreasonable at the time the transaction is entered into or, if an interestrate is not so specified, a commercially reasonable rate that takes intoaccount 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 anyother 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 orthat is stored in an electronic or other medium and is retrievable inperceivable form.
(32) "Remedy" means any remedial right to which an aggrieved party isentitled 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 atrustee, executor, or administrator of an estate.
(34) "Right" includes remedy.
(35) "Security interest" means an interest in personal property or fixturesthat 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 subjectto Title 8.9A. "Security interest" does not include the special propertyinterest of a buyer of goods on identification of those goods to a contractfor sale under § 8.2-401, but a buyer may also acquire a "securityinterest" by complying with Title 8.9A. Except as otherwise provided in §8.2-505, the right of a seller or lessor of goods under Title 8.2 or Title8.2A to retain or acquire possession of the goods is not a "securityinterest," but a seller or lessor may also acquire a "security interest"by complying with Title 8.9A. The retention or reservation of title by aseller of goods notwithstanding shipment or delivery to the buyer under §8.2-401 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 § 8.1A-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 usualmeans of communication with postage or cost of transmission provided for andproperly addressed and, in the case of an instrument, to an address specifiedthereon or otherwise agreed, or if there be none to any address reasonableunder the circumstances; or
(B) in any other way to cause to be received any record or notice within thetime it would have arrived if properly sent.
(37) "Signed" includes using any symbol executed or adopted with presentintention 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 insularpossession 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 particularmatter.
(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 personengaged in the business of storing goods for hire.
(43) "Writing" includes printing, typewriting, or any other intentionalreduction to tangible form. "Written" has a corresponding meaning.
(Code 1950, §§ 6-408, 6-544, 6-550; 1964, c. 219, § 8.1-201; 1973, c. 509;1984, c. 613; 1991, c. 536; 1992, c. 693; 2000, c. 1007; 2003, c. 353; 2004,c. 200.)