N.Y. Uniform Commercial Code Law § 12-102: Definitions

Section 12--102. Definitions.

(a) In this article:

(1) "Controllable electronic record" means a record stored in an

electronic medium that can be subjected to control under Section 12-105.

The term does not include a controllable account, a controllable payment

intangible, a deposit account, an electronic copy of a record evidencing

chattel paper, an electronic document of title, electronic money,

investment property, or a transferable record.

(2) "Qualifying purchaser" means a purchaser of a controllable

electronic record or an interest in a controllable electronic record

that obtains control of the controllable electronic record for value, in

good faith, and without notice of a claim of a property right in the

controllable electronic record. In the case of a controllable electronic

record that would be a "draft" or a "note", as those terms are defined

in Section 3--104, if the controllable electronic record were a signed

writing, Section 3--304(7) applies to the determination of whether a

purchaser obtains control of the controllable electronic record without

notice of a claim of a property right in it as if the reference in that

subsection to "the instrument" referred to the controllable electronic

record. The preceding sentence applies even if the controllable

electronic record contains a term by which an obligor or account debtor

on the controllable account or controllable payment intangible evidenced

by the controllable electronic record waives or agrees not to assert

against an assignee of the controllable electronic record any claim or

defense that the obligor or account debtor may have against the

assignor.

(3) "Transferable record" means an electronic record that either:

(A) is a "transferable record" under Section 201(a)(1) of the

Electronic Signatures in Global and National Commerce Act, 15 U.S.C.

Section 7021(a)(1), as amended; or,

(B) is governed by the law of any State that has enacted or adopted

the Uniform Electronic Transactions Act substantially as approved and

recommended for enactment in all the States by the National Conference

of Commissioners on Uniform State Laws in 1999 and is a "transferable

record" under Section 16(a) of that Act.

(4) "Value" has the meaning provided in Section 3-303(a), as if

references in that subsection to an "instrument" were references to a

controllable account, controllable electronic record, or controllable

payment intangible.

(b) Definitions in other articles. The following definitions in other

articles apply to this article:

(1) The definitions in Article 9 of "account debtor", "controllable

account", "controllable payment intangible", "chattel paper", "deposit

account", "electronic money", and "investment property" apply to this

article.

(2) Article 1 contains general definitions and principles of

construction and interpretation applicable throughout this article.