(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:
(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 1--303.
(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 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.
(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 act 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 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.
(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 transaction or conduct
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; or
(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.
(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 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 act.
(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 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 Section
2--401, but a buyer may also acquire a "security interest" by complying
with article 9. Except as otherwise provided in Section 2--505, the
right of a seller or lessor of goods under Article 2 or 2-A 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 section
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 1--203.
(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 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.
(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.