§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 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:
(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 pa
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§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 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) [Reserved.]
(2) [Reserved.]
(3) [Reserved.]
(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 endorsed 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 obtain delivery of the goods from the seller 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 question
of law for the court.
(11) "Consumer" means an individual who enters into a transaction primarily for
personal, family, or household purposes.
(12) [Reserved.]
(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, and a receiver.
(14) [Reserved.]
(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 (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. Under this Subsection,
"bailee" means a person having possession of goods belonging to another.
(16.1) "Electronic" means relating to technology having electrical, digital, magnetic,
wireless, optical, electromagnetic, or similar capabilities.
(17) [Reserved.]
(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", except as otherwise provided in R.S. 10:1-304 and in Chapter 5,
means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(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
(C) the person in control, other than pursuant to R.S. 10:7-106(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 and is not in an electronic form. The term includes a
monetary unit of account established by an intergovernmental organization, or pursuant to
an 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, or any legal or commercial entity, including a
corporation, business trust, partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or public corporation.
The term includes a protected series, however denominated, of an entity if the protected
series is established under law other than this Title 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 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, created by
contract, 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 Chapter 9. The right of a
seller or lessor of goods 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. The retention or reservation of title by a seller of goods notwithstanding
perfection of the sale is limited in effect to a reservation of a "security interest." A lien or
privilege created by operation of law is not a "security interest." Whether a transaction in the
form of a lease creates a "security interest" is determined pursuant to R.S. 10:1-203.
(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 under Subparagraph A of this Paragraph.
(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.