§ 34.1-1-201 — General definitions

(a) Unless the context otherwise requires, words or
phrases defined in this section, or in the additional
definitions contained in other articles of this act that apply
to particular articles or parts thereof, have the meanings
stated.
(b) Subject to definitions contained in other articles of
this act that apply to particular articles or parts thereof:
(i) "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;
(ii) "Aggrieved party" means a party entitled to
pursue a remedy;
(iii) "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 W.S. 34.1-1-303;
(iv) "Bank" means a person engaged in the business of
banking and includes a savings bank, savings and loan
association, credit union, and trust company;
(v) "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;
(vi) "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;
(vii) "Branch" includes a separately incorporated
foreign branch of a bank;
(viii) "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;
(ix) "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 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;
(x) "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.
(xi) "Consumer" means an individual who enters into a
transaction primarily for personal, family, or household
purposes;
(xii) "Contract," as distinguished from "agreement,"
means the total legal obligation that results from the parties'
agreement as determined by this act as supplemented by any other
applicable laws;
(xiii) "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;
(xiv) "Defendant" includes a person in the position
of defendant in a counterclaim, cross-claim, or third-party
claim;
(xv) "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;
(xvi) "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 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.
(xvii) "Fault" means a default, breach, or wrongful
act or omission;
(xviii) "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.
(xix) "Genuine" means free of forgery or
counterfeiting;
(xx) "Good faith," except as otherwise provided in
article 5, means honesty in fact and the observance of
reasonable commercial standards of fair dealing;
(xxi) "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 of a negotiable
electronic document of title.
(xxii) "Insolvency proceeding" includes an assignment
for the benefit of creditors or other proceeding intended to
liquidate or rehabilitate the estate of the person involved;
(xxiii) "Insolvent" means:
(A) Having generally ceased to pay debts in the
ordinary course of business other than as a result of a bona
fide dispute;
(B) Being unable to pay debts as they become
due; or
(C) Being insolvent within the meaning of
federal bankruptcy law.
(xxiv) "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 (2)
or more countries;
(xxv) "Organization" means a person other than an
individual;
(xxvi) "Party," as distinguished from "third party,"
means a person that has engaged in a transaction or made an
agreement subject to this act;
(xxvii) "Person" means an individual, corporation,
business trust, estate, trust, partnership, limited liability
company, association, joint venture, government, governmental
subdivision, agency, instrumentality, public corporation, or any
other legal or commercial entity;
(xxviii) "Present value" means the amount as of a
date certain of one (1) 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;
(xxix) "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;
(xxx) "Purchaser" means a person that takes by
purchase;
(xxxi) "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;
(xxxii) "Remedy" means any remedial right to which an
aggrieved party is entitled with or without resort to a
tribunal;
(xxxiii) "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;
(xxxiv) "Right" includes remedy;
(xxxv) "Security interest" means an interest in
personal property or fixtures 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 article 9. 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 W.S. 34.1-2-401, but
a buyer may also acquire a security interest by complying with
article 9. Except as otherwise provided in W.S. 34.1-2-505, the
right of a seller or lessor of goods under article 2 or 2A 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. The retention or
reservation of title by a seller of goods notwithstanding
shipment or delivery to the buyer under W.S. 34.1-2-401 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 W.S. 34.1-1-203;
(xxxvi) "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 be 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.
(xxxvii) "Signed" includes using any symbol executed
or adopted with present intention to adopt or accept a writing;
(xxxviii) "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;
(xxxix) "Surety" includes a guarantor or other
secondary obligor;
(xl) "Term" means a portion of an agreement that
relates to a particular matter;
(xli) "Unauthorized signature" means a signature made
without actual, implied, or apparent authority. The term
includes a forgery;
(xlii) "Warehouse receipt" means a document of title
issued by a person engaged in the business of storing goods for
hire;
(xliii) "Writing" includes printing, typewriting, or
any other intentional reduction to tangible form. "Written" has
a corresponding meaning.