8.2A-103 - A-103. Definitions and index of definitions.
§ 8.2A-103. Definitions and index of definitions.
(1) In this title unless the context otherwise requires:
(a) "Buyer in ordinary course of business" means a person who in good faithand without knowledge that the sale to him or her is in violation of theownership rights or security interest or leasehold interest of a third partyin the goods, buys in ordinary course from a person in the business ofselling goods of that kind but does not include a pawnbroker. "Buying" maybe for cash or by exchange of other property or on secured or unsecuredcredit and includes acquiring goods or documents of title under a preexistingcontract for sale but does not include a transfer in bulk or as security foror in total or partial satisfaction of a money debt.
(b) "Cancellation" occurs when either party puts an end to the leasecontract for default by the other party.
(c) "Commercial unit" means such a unit of goods as by commercial usage isa single whole for purposes of lease and division of which materially impairsits character or value on the market or in use. A commercial unit may be asingle article, as a machine, or a set of articles, as a suite of furnitureor a line of machinery, or a quantity, as a gross or carload, or any otherunit treated in use or in the relevant market as a single whole.
(d) "Conforming" goods or performance under a lease contract means goods orperformance that are in accordance with the obligations under the leasecontract.
(e) "Consumer lease" means a lease that a lessor regularly engaged in thebusiness of leasing or selling makes to a lessee who is an individual and whotakes under the lease primarily for a personal, family, or household purpose.
(f) "Fault" means wrongful act, omission, breach, or default.
(g) "Finance lease" means a lease with respect to which:
(i) The lessor does not select, manufacture, or supply the goods;
(ii) The lessor acquires the goods or the right to possession and use of thegoods in connection with the lease; and
(iii) One of the following occurs:
(A) The lessee receives a copy of the contract by which the lessor acquiredthe goods or the right to possession and use of the goods before signing thelease contract;
(B) The lessee's approval of the contract by which the lessor acquired thegoods or the right to possession and use of the goods is a condition toeffectiveness of the lease contract;
(C) The lessee, before signing the lease contract, receives an accurate andcomplete statement designating the promises and warranties, and anydisclaimers of warranties, limitations or modifications of remedies, orliquidated damages, including those of a third party, such as themanufacturer of the goods, provided to the lessor by the person supplying thegoods in connection with or as part of the contract by which the lessoracquired the goods or the right to possession and use of the goods; or
(D) If the lease is not a consumer lease, the lessor, before the lessee signsthe lease contract, informs the lessee in writing (a) of the identity of theperson supplying the goods to the lessor, unless the lessee has selected thatperson and directed the lessor to acquire the goods or the right topossession and use of the goods from that person, (b) that the lessee isentitled under this title to the promises and warranties, including those ofany third party, provided to the lessor by the person supplying the goods inconnection with or as part of the contract by which the lessor acquired thegoods or the right to possession and use of the goods, and (c) that thelessee may communicate with the person supplying the goods to the lessor andreceive an accurate and complete statement of those promises and warranties,including any disclaimers and limitations of them or of remedies.
(h) "Goods" means all things that are movable at the time of identificationto the lease contract, or are fixtures (§ 8.2A-309), but the term does notinclude money, documents, instruments, accounts, chattel paper, generalintangibles, or minerals or the like, including oil and gas, beforeextraction. The term also includes the unborn young of animals.
(i) "Installment lease contract" means a lease contract that authorizes orrequires the delivery of goods in separate lots to be separately accepted,even though the lease contract contains a clause "each delivery is aseparate lease" or its equivalent.
(j) "Lease" means a transfer of the right to possession and use of goodsfor a term in return for consideration, but a sale, including a sale onapproval or a sale or return, or retention or creation of a security interestis not a lease. Unless the context clearly indicates otherwise, the termincludes a sublease.
(k) "Lease agreement" means the bargain, with respect to the lease, of thelessor and the lessee in fact as found in their language or by implicationfrom other circumstances including course of dealing or usage of trade orcourse of performance as provided in this title. Unless the context clearlyindicates otherwise, the term includes a sublease agreement.
(l) "Lease contract" means the total legal obligation that results from thelease agreement as affected by this title and any other applicable rules oflaw. Unless the context clearly indicates otherwise, the term includes asublease contract.
(m) "Leasehold interest" means the interest of the lessor or the lesseeunder a lease contract.
(n) "Lessee" means a person who acquires the right to possession and use ofgoods under a lease. Unless the context clearly indicates otherwise, the termincludes a sublessee.
(o) "Lessee in ordinary course of business" means a person who in goodfaith and without knowledge that the lease to him or her is in violation ofthe ownership rights or security interest or leasehold interest of a thirdparty in the goods leases in ordinary course from a person in the business ofselling or leasing goods of that kind but does not include a pawnbroker."Leasing" may be for cash or by exchange of other property or on secured orunsecured credit and includes acquiring goods or documents of title under apreexisting lease contract but does not include a transfer in bulk or assecurity for or in total or partial satisfaction of a money debt.
(p) "Lessor" means a person who transfers the right to possession and useof goods under a lease. Unless the context clearly indicates otherwise, theterm includes a sublessor.
(q) "Lessor's residual interest" means the lessor's interest in the goodsafter expiration, termination, or cancellation of the lease contract.
(r) "Lien" means a charge against or interest in goods to secure payment ofa debt or performance of an obligation, but the term does not include asecurity interest.
(s) "Lot" means a parcel or a single article that is the subject matter ofa separate lease or delivery, whether or not it is sufficient to perform thelease contract.
(t) "Merchant lessee" means a lessee that is a merchant with respect togoods of the kind subject to the lease.
(u) "Present value" means the amount as of a date certain of one or moresums payable in the future, discounted to the date certain. The discount isdetermined by the interest rate specified by the parties if the rate was notmanifestly unreasonable at the time the transaction was entered into;otherwise, the discount is determined by a commercially reasonable rate thattakes into account the facts and circumstances of each case at the time thetransaction was entered into.
(v) "Purchase" includes taking by sale, lease, mortgage, security interest,pledge, gift, or any other voluntary transaction creating an interest ingoods.
(w) "Sublease" means a lease of goods the right to possession and use ofwhich was acquired by the lessor as a lessee under an existing lease.
(x) "Supplier" means a person from whom a lessor buys or leases goods to beleased under a finance lease.
(y) "Supply contract" means a contract under which a lessor buys or leasesgoods to be leased.
(z) "Termination" occurs when either party pursuant to a power created byagreement or law puts an end to the lease contract otherwise than for default.
(2) Other definitions applying to this title and the sections in which theyappear are:
"Accessions" § 8.2A-310 (1).
"Construction mortgage" § 8.2A-309 (1) (d).
"Encumbrance" § 8.2A-309 (1) (e).
"Fixtures" § 8.2A-309 (1) (a).
"Fixture filing" § 8.2A-309 (1) (b).
"Purchase money lease" § 8.2A-309 (1) (c).
(3) The following definitions in other titles apply to this title:
"Account" § 8.9A-102 (a) (2).
"Between merchants" § 8.2-104 (3).
"Buyer" § 8.2-103 (1) (a).
"Chattel paper" § 8.9A-102 (a) (11).
"Consumer goods" § 8.9A-102 (a) (23).
"Document" § 8.9A-102 (a) (30).
"Entrusting" § 8.2-403 (3).
"General intangible" § 8.9A-102 (a) (42).
"Good faith" § 8.2-103 (1) (b).
"Instrument" § 8.9A-102 (a) (47).
"Merchant" § 8.2-104 (1).
"Mortgage" § 8.9A-102 (a) (55).
"Pursuant to commitment" § 8.9A-102 (a) (68).
"Receipt" § 8.2-103 (1) (c).
"Sale" § 8.2-106 (1).
"Sale on approval" § 8.2-326.
"Sale or return" § 8.2-326.
"Seller" § 8.2-103 (1) (d).
(4) In addition, Title 8.1A contains general definitions and principles ofconstruction and interpretation applicable throughout this title.
(1991, c. 536; 2000, c. 1007; 2003, c. 353; 2004, c. 200.)