{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-1-201","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-1-201","heading":"General definitions and principles of interpretation","body":"General Definitions and Principles of Interpretation.\n\n(a) Unless the context otherwise requires, words or phrases\n\ndefined in this section, or in the additional definitions contained\n\nin other articles of the Uniform Commercial Code that apply to\n\nparticular articles or parts thereof, have the meanings stated.\n\n(b) Subject to definitions contained in other articles of the\n\nUniform Commercial Code that apply to particular articles or parts\n\nthereof:\n\n(1) \"Action\" in the sense of a judicial proceeding includes a\n\nrecoupment, counterclaim, setoff, suit in equity, and any other\n\nproceedings in which rights are determined.\n\n(2) \"Aggrieved party\" means a party entitled to pursue a\n\nremedy.\n\n(3) \"Agreement\", as distinguished from \"contract\", means the\n\nbargain of the parties in fact as found in their language or\n\ninferred from other circumstances including course of performance,\n\ncourse of dealing, or usage of trade as provided in Section 1-303 of\n\nthis title.\n\n(4) \"Bank\" means a person engaged in the business of banking\n\nand includes a savings bank, savings and loan association, credit\n\nunion, and trust company.\n\n(5) \"Bearer\" means a person in control of a negotiable\n\nelectronic document of title or a person in possession of an\n\ninstrument, negotiable tangible document of title, or certificated\n\nsecurity payable to bearer or endorsed in blank.\n\n(6) \"Bill of lading\" means a document of title evidencing the\n\nreceipt of goods for shipment issued by a person engaged in the\n\nbusiness of directly or indirectly transporting or forwarding goods.\n\nThe term does not include a warehouse receipt.\n\n(7) \"Branch\" includes a separately incorporated foreign branch\n\nof a bank.\n\n(8) \"Burden of establishing\" means the burden of persuading the\n\ntrier of fact that the existence of the fact is more probable than\n\nits nonexistence.\n\n(9) \"Buyer in ordinary course of business\" means a person that\n\nbuys goods in good faith, without knowledge that the sale violates\n\nthe rights of another person in the goods, and in the ordinary\n\ncourse from a person, other than a pawnbroker, in the business of\n\nselling goods of that kind. A person buys goods in the ordinary\n\ncourse if the sale to the person comports with the usual or\n\ncustomary practices in the kind of business in which the seller is\n\nengaged or with the seller's own usual or customary practices. A\n\nperson that sells oil, gas, or other minerals at the wellhead or\n\nminehead is a person in the business of selling goods of that kind.\n\nA buyer in ordinary course of business may buy for cash, by exchange\n\nof other property, or on secured or unsecured credit, and may\n\nacquire goods or documents of title under a preexisting contract for\n\nsale. Only a buyer that takes possession of the goods or has a\n\nright to recover the goods from the seller under Article 2 may be a\n\nbuyer in ordinary course of business. \"Buyer in ordinary course of\n\nbusiness\" does not include a person that acquires goods in a\n\ntransfer in bulk or as security for or total or partial satisfaction\n\nof a money debt.\n\n(10) \"Conspicuous\", with reference to a term, means so written,\n\ndisplayed, or presented that, based on the totality of the\n\ncircumstances, a reasonable person against whom it is to operate\n\nought to have noticed it. Whether a term is \"conspicuous\" or not is\n\na decision for the court.\n\n(11) \"Consumer\" means an individual who enters into a\n\ntransaction primarily for personal, family, or household purposes.\n\n(12) \"Contract\", as distinguished from \"agreement\", means the\n\ntotal legal obligation that results from the parties' agreement as\n\ndetermined by the provisions of the Uniform Commercial Code as\n\nsupplemented by any other applicable laws.\n\" or not is\n\na decision for the court.\n\n(11) \"Consumer\" means an individual who enters into a\n\ntransaction primarily for personal, family, or household purposes.\n\n(12) \"Contract\", as distinguished from \"agreement\", means the\n\ntotal legal obligation that results from the parties' agreement as\n\ndetermined by the provisions of the Uniform Commercial Code as\n\nsupplemented by any other applicable laws.\n\n(13) \"Creditor\" includes a general creditor, a secured\n\ncreditor, a lien creditor, and any representative of creditors,\n\nincluding an assignee for the benefit of creditors, a trustee in\n\nbankruptcy, a receiver in equity, and an executor or administrator\n\nof an insolvent debtor's or assignor's estate.\n\n(14) \"Defendant\" includes a person in the position of defendant\n\nin a counterclaim, cross-claim, or third-party claim.\n\n(15) \"Delivery\", with respect to an electronic document of\n\ntitle, means voluntary transfer of control and, with respect to an\n\ninstrument, a tangible document of title, or an authoritative\n\ntangible copy of a record evidencing chattel paper, means voluntary\n\ntransfer of possession.\n\n(16) \"Document of title\" means a record that in the regular\n\ncourse of business or financing is treated as adequately evidencing\n\nthat the person in possession or control of the record is entitled\n\nto receive, control, hold, and dispose of the record and the goods\n\nthe record covers and that purports to be issued by or addressed to\n\na bailee and to cover goods in the bailee's possession which are\n\neither identified or are fungible portions of an identified mass.\n\nThe term includes a bill of lading, transport document, dock\n\nwarrant, dock receipt, warehouse receipt, and order for delivery of\n\ngoods. An electronic document of title means a document of title\n\nevidenced by a record consisting of information stored in an\n\nelectronic medium. A tangible document of title means a document of\n\ntitle evidenced by a record consisting of information that is\n\ninscribed on a tangible medium.\n\n(16A) \"Electronic\" means relating to technology having\n\nelectrical, digital, magnetic, wireless, optical, electromagnetic,\n\nor similar capabilities.\n\n(17) \"Fault\" means a default, breach, or wrongful act or\n\nomission.\n\n(18) \"Fungible goods\" means:\n\n(A) goods of which any unit, by nature or usage of trade,\n\nis the equivalent of any other like unit; or\n\n(B) goods that by agreement are treated as equivalent.\n\n(19) \"Genuine\" means free of forgery or counterfeiting.\n\n(20) \"Good faith\", except as otherwise provided in Article 5 of\n\nthis title, means honesty in fact and the observance of reasonable\n\ncommercial standards of fair dealing.\n\n(21) \"Holder\" means:\n\n(A) the person in possession of a negotiable instrument\n\nthat is payable either to bearer or to an identified\n\nperson that is the person in possession;\n\n(B) the person in possession of a document of title if the\n\ngoods are deliverable either to bearer or to the order\n\nof the person in possession; or\n\n(C) the person in control, other than pursuant to\n\nsubsection (g) of Section 7-106 of this title, of a\n\nnegotiable electronic document of title.\n\n(22) \"Insolvency proceeding\" includes any assignment for the\n\nbenefit of creditors or other proceeding intended to liquidate or\n\nrehabilitate the estate of the person involved.\n\n(23) \"Insolvent\" means:\n\n(A) having generally ceased to pay debts in the ordinary\n\ncourse of business other than as a result of bona fide\n\ndispute;\n\n(B) being unable to pay debts as they become due; or\n\n(C) being insolvent within the meaning of the federal\n\nbankruptcy law.\n\n(24) \"Money\" means a medium of exchange that is authorized or\n\nadopted by a domestic or foreign government and is not in an\n\nelectronic form. The term includes a monetary unit of account\n\nestablished by an intergovernmental organization or by agreement\n\nbetween two or more countries.\nithin the meaning of the federal\n\nbankruptcy law.\n\n(24) \"Money\" means a medium of exchange that is authorized or\n\nadopted by a domestic or foreign government and is not in an\n\nelectronic form. The term includes a monetary unit of account\n\nestablished by an intergovernmental organization or by agreement\n\nbetween two or more countries.\n\n(25) \"Organization\" means a person other than an individual.\n\n(26) \"Party\", as distinguished from \"third party\", means a\n\nperson who has engaged in a transaction or made an agreement subject\n\nto the Uniform Commercial Code.\n\n(27) \"Person\" means an individual, corporation, business trust,\n\nestate, trust, partnership, limited liability company, association,\n\njoint venture, government, governmental subdivision, agency, or\n\ninstrumentality, or any other legal or commercial entity. The term\n\nincludes a protected series, however denominated, of an entity if\n\nthe protected series is established under law other than the Uniform\n\nCommercial Code that limits, or limits if conditions specified under\n\nthe law are satisfied, the ability of a creditor of the entity or of\n\nany other protected series of the entity to satisfy a claim from\n\nassets of the protected series.\n\n(28) \"Present value\" means the amount as of a date certain of\n\none or more sums payable in the future, discounted to the date\n\ncertain by use of either an interest rate specified by the parties\n\nif that rate is not manifestly unreasonable at the time the\n\ntransaction is entered into or, if an interest rate is not so\n\nspecified, a commercially reasonable rate that takes into account\n\nthe facts and circumstances at the time the transaction is entered\n\ninto.\n\n(29) \"Purchase\" means taking by sale, discount, negotiation,\n\nmortgage, pledge, lien, security interest, issue or reissue, gift,\n\nor any other voluntary transaction creating an interest in property.\n\n(30) \"Purchaser\" means a person who takes by purchase.\n\n(31) \"Record\" means information that is inscribed on a tangible\n\nmedium or that is stored in an electronic or other medium and is\n\nretrievable in perceivable form.\n\n(32) \"Remedy\" means any remedial right to which an aggrieved\n\nparty is entitled with or without resort to a tribunal.\n\n(33) \"Representative\" means a person empowered to act for\n\nanother, including an agent, an officer of a corporation or\n\nassociation, and a trustee, executor, or administrator of an estate.\n\n(34) \"Right\" includes remedy.\n\n(35) \"Security interest\" means an interest in personal property\n\nor fixtures which secures payment or performance of an obligation.\n\n\"Security interest\" includes any interest of a consignor and a buyer\n\nof accounts, chattel paper, a payment intangible, or a promissory\n\nnote in a transaction that is subject to Article 9 of this title.\n\n\"Security interest\" does not include the special property interest\n\nof a buyer of goods on identification of those goods to a contract\n\nfor sale under Section 2-401 of this title, but a buyer may also\n\nacquire a \"security interest\" by complying with the provisions of\n\nArticle 9 of this title. Except as otherwise provided in Section 2-\n\n505 of this title, the right of a seller or lessor of goods under\n\nArticle 2 or 2A of this title to retain or acquire possession of the\n\ngoods is not a \"security interest\", but a seller or lessor may also\n\nacquire a \"security interest\" by complying with Article 9 of this\n\ntitle. The retention or reservation of title by a seller of goods\n\nnotwithstanding shipment or delivery to the buyer under Section 2-\n\n401 of this title is limited in effect to a reservation of a\n\n\"security interest\". Whether a transaction in the form of a lease\n\ncreates security interest is determined pursuant to Section 1-203 of\n\nthis title.\necurity interest\" by complying with Article 9 of this\n\ntitle. The retention or reservation of title by a seller of goods\n\nnotwithstanding shipment or delivery to the buyer under Section 2-\n\n401 of this title is limited in effect to a reservation of a\n\n\"security interest\". Whether a transaction in the form of a lease\n\ncreates security interest is determined pursuant to Section 1-203 of\n\nthis title.\n\n(36) \"Send\", in connection with a record or notification means:\n\n(A) to deposit in the mail, deliver for transmission, or\n\ntransmit by any other usual means of communication,\n\nwith postage or cost of transmission provided for,\n\naddressed to any address reasonable under the\n\ncircumstances; or\n\n(B) to cause the record or notification to be received\n\nwithin the time it would have been received if\n\nproperly sent under subparagraph (A) of this\n\nparagraph.\n\n(37) \"Sign\" means, with present intent to authenticate or adopt\n\na record:\n\n(A) execute or adopt a tangible symbol; or\n\n(B) attach to or logically associate with the record an\n\nelectronic symbol, sound, or process.\n\n\"Signed\", \"signing\", and \"signature\" have corresponding meanings.\n\n(38) \"State\" means a state of the United States, the District\n\nof Columbia, Puerto Rico, the United States Virgin Islands, or any\n\nterritory or insular possession subject to the jurisdiction of the\n\nUnited States.\n\n(39) \"Surety\" includes guarantor or other secondary obligor.\n\n(40) \"Term\" means a portion of an agreement which relates to a\n\nparticular matter.\n\n(41) \"Unauthorized signature\" means a signature made without\n\nactual, implied or apparent authority. The term includes a forgery.\n\n(42) \"Warehouse receipt\" means a document of title issued by a\n\nperson engaged in the business of storing goods for hire.\n\n(43) \"Writing\" includes printing, typewriting, or any other\n\nintentional reduction to tangible form. \"Written\" has a\n\ncorresponding meaning.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"a08b656c20565b35bb78007e024d6c3ac6e6a938f9e38dd99b46a792d209490e","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-1-108.1","next":"us-ok/okla.-stat.-tit.-12a-12a-1-202"},"notice":"GroundRules: Original legal text. Not legal advice."}