47-1201

47-1201. General definitions

A. Unless the context otherwise requires, words or phrases defined in this section,
or in the additional definitions contained in other chapters of this title that apply to
particular chapters or parts thereof, have the meanings stated.

B. Subject to definitions contained in other chapters of this title that apply to
particular chapters 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
47-1303.

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 chapter 2 of this title 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 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. Conspicuous terms
include the following:

(a) A heading in capitals equal to or greater in size than the surrounding text, or
in contrasting type, font or color to the surrounding text of the same or lesser size;
and

(b) Language in the body of a record or display in larger type than the surrounding
text, or in contrasting type, font or color to the surrounding text of the same size, or
set off from surrounding text of the same size by symbols or other marks that call
attention to the language.

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 title 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
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 that 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.

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 conduct or transaction 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;

(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

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

24. "Money" means a medium of exchange 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.

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 title.

27. "Person" means an individual, corporation, business trust, estate, trust,
partnership, limited liability company, association, joint venture, government,
governmental subdivision, agency or instrumentality, public corporation or any other
legal or commercial entity.

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 that
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 chapter 9 of this title. 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 47-2401, but a buyer
may also acquire a security interest by complying with chapter 9 of this title. Except
as otherwise provided in Section 47-2505, the right of a seller or lessor of goods under
chapter 2 or 2A of this title 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 chapter 9 of this title. The retention or reservation of title by a seller
of goods notwithstanding shipment or delivery to the buyer under section 47-2401 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 47-1203.

36. "Send" in connection with a writing, record or notice means:

(a) To deposit in the mail or deliver for transmission by any other usual means of
communication with postage or cost of transmission provided for and properly addressed
and, in the case of an instrument, to an address specified thereon or otherwise agreed,
or if there is none to any address reasonable under the circumstances; or

(b) In any other way to cause to be received any record or notice within the time
it would have arrived if properly sent.

37. "Signed" includes using any symbol executed or adopted with present intention 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 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.