N.Y. Uniform Commercial Code Law § 1-201: General Definitions

Section 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

articles of this act that apply to particular articles or parts thereof,

have the meanings stated.

(b) Subject to definitions contained in other articles of this Act

that apply to particular articles 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 Section 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 control of a negotiable electronic

document of title or a person in possession of a negotiable instrument,

negotiable tangible document of title, or certificated security that is

payable to bearer or indorsed in blank.

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

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

directly or indirectly transporting or forwarding goods. The term does

not include a warehouse receipt.

(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 article 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, based on the totality of the

circumstances, 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.

(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 this act 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 electronic document of title means

voluntary transfer of control and with respect to an instrument, a

tangible document of title, or an authoritative tangible copy of a

record evidencing chattel paper, means voluntary transfer of possession.

(16) "Document of title" means a record (A) that in the regular course

of business or financing is treated as adequately evidencing that the

person in possession or control of the record is entitled to receive,

control, hold, and dispose of the record and the goods the record covers

and (B) that purports to be issued by or addressed to a bailee and to

cover goods in the bailee's possession which are either identified or

are fungible portions of an identified mass. The term includes a bill of

lading, transport document, dock warrant, dock receipt, warehouse

receipt, and order for delivery of goods. An electronic document of

title means a document of title evidenced by a record consisting of

information stored in an electronic medium. A tangible document of title

means a document of title evidenced by a record consisting of

information that is inscribed on a tangible medium.

(16-a) "Electronic" means relating to technology having electrical,

digital, magnetic, wireless, optical, electromagnetic, or similar

capabilities.

(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 transaction or conduct

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 negotiable tangible document of

title if the goods are deliverable either to bearer or to the order of

the person in possession; or

(C) the person in control, other than pursuant to Section 7--106(g),

of a negotiable electronic document of title.

(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 that is 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 or more countries. The term

does not include an electronic record that is a medium of exchange

recorded and transferable in a system that existed and operated for the

medium of exchange before the medium of exchange was authorized or

adopted by the government.

(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 this act.

(27) "Person" means an individual, corporation, business trust,

estate, trust, partnership, limited liability company, association,

joint venture, government, governmental subdivision, agency, or any

other legal or commercial entity. The term includes a protected series,

however denominated, of an entity if the protected series is established

under law other than this act that limits, or limits if conditions

specified under the law are satisfied, the ability of a creditor of the

entity or of any other protected series of the entity to satisfy a claim

from assets of the protected series.

(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 Article 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 Section

2--401, but a buyer may also acquire a "security interest" by complying

with article 9. Except as otherwise provided in Section 2--505, the

right of a seller or lessor of goods under Article 2 or 2-A 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 article 9. The retention or reservation of title by a seller of

goods notwithstanding shipment or delivery to the buyer under section

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 section 1--203.

(36) "Send", in connection with a record or notification means:

(A) to deposit in the mail, deliver for transmission, or transmit by

any other usual means of communication with postage or cost of

transmission provided for, addressed to any address reasonable under the

circumstances; or

(B) to cause the record or notification to be received within the time

it would have been received if properly sent pursuant to subparagraph

(A).

(37) "Sign" means, with present intent to authenticate or adopt a

record:

(A) execute or adopt a tangible symbol; or

(B) attach to or logically associate with the record an electronic

symbol, sound, or process.

"Signed, "signing", and "signature" have corresponding meanings.

(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 document of title 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.