(a) Unless the context otherwise requires,
words or phrases defined in this section, or in the additional definitions contained in
other articles of this title that apply to particular articles or parts thereof, have the
meanings stated.
(b) Subject to definitions contained in other articles of this title 4 that apply
to particular articles or parts of this title 4:
(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 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 4-1-303. (Compare
contract.)
(3.5) Authenticate means:
(A) To sign; or
(B) With the intent to sign a record, otherwise to execute or adopt an
electronic symbol, sound, message, or process referring to, attached to, included in,
or logically associated or linked with, that record.
(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 of this title may be a buyer in
ordinary course of business. A person that acquires goods in a transfer in bulk or as
security for or in total or partial satisfaction of a money debt is not a buyer in
ordinary course of business.
(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.
(10.5) Consumer means an individual who enters into a transaction
primarily for personal, family, or household purposes.
(11) Contract means the total legal obligation that results from the parties'
agreement as determined by this title as supplemented by any other applicable
laws. (Compare agreement.)
(12) 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.
(13) Defendant includes a person in the position of defendant in a
counterclaim or third-party claim.
(14) 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.
(15) Document of title means a record (i) 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 (ii) 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.
(15.5) Electronic means relating to technology having electrical, digital,
magnetic, wireless, optical, electromagnetic, or similar capabilities.
(16) Fault means a wrongful act, omission, breach, or default.
(17) Fungible goods means either:
(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.
(18) Genuine means free of forgery or counterfeiting.
(19) Good faith, except as provided in article 5 of this title, means honesty
in fact and the observance of reasonable commercial standards of fair dealing.
(20) 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
(C) The person in control, other than pursuant to section 4-7-106 (g), of a
negotiable electronic document of title.
(21) Insolvency proceeding includes an assignment for the benefit of
creditors or other proceeding intended to liquidate or rehabilitate the estate of the
person involved.
(22) An insolvent person is a person that:
(A) Has generally ceased to pay debts in the ordinary course of business
other than as a result of a bona fide dispute as to the debts;
(B) Is unable to pay debts as they become due; or
(C) Is insolvent within the meaning of federal bankruptcy law.
(23) Money means a medium of exchange that is currently authorized or
adopted by a domestic or foreign government and that is not in an electronic form.
The term includes a monetary unit of account established by an intergovernmental
organization or by agreement between two or more countries.
(24) Organization means a person other than an individual.
(25) Party, as distinct from a third party, means a person that has
engaged in a transaction or made an agreement subject to this title.
(26) Person means an individual, corporation, business trust, estate, trust,
partnership, limited liability company, association, joint venture, government,
government subdivision, agency, or instrumentality, 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 the laws of another state that:
(A) 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; and
(B) Treats the protected series as an entity.
(27) 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.
(28) Presumption or presumed means that the trier of fact must find the
existence of the fact presumed unless and until evidence is introduced that would
support a finding of its nonexistence.
(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 any 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. The term also 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 of this
title. The special property interest of a buyer of goods on identification of those
goods to a contract for sale under section 4-2-401 is not a security interest, but a
buyer may also acquire a security interest by complying with article 9 of this title.
Except as otherwise provided in section 4-2-505, the right of a seller or lessor of
goods under article 2 or 2.5 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 article 9 of this title. The retention or reservation of title
by a seller of goods notwithstanding shipment or delivery to the buyer (section 4-2-401) 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 4-1-203.
(36) Send, in connection with a record or notification, means to:
(A) 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) Cause the record or notification to be received within the time it would
have been received if properly sent under subsection (b)(36)(A) of this section.
(37) (A) Sign means, with present intent to authenticate or adopt a record:
(i) Execute or adopt a tangible symbol; or
(ii) Attach to or logically associate with the record an electronic symbol,
sound, or process.
(B) 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.