N.Y. UCC Law § 1-201 — New York Code / Act UCC / Article 1 / Part 2 / Section 1-201
General Definitions
Status: in_force

Section 1--201. General Definitions.\n  (a) Unless the context otherwise requires, words or phrases defined in\nthis section, or in the additional definitions contained in other\narticles of this act that apply to particular articles or parts thereof,\nhave the meanings stated.\n  (b) Subject to definitions contained in other articles of this Act\nthat apply to particular articles or parts thereof:\n  (1) "Action", in the sense of a judicial proceeding, includes\nrecoupment, counterclaim, set-off, suit in equity, and any other\nproceeding in which rights are determined.\n  (2) "Aggrieved party" means a party entitled to pursue a remedy.\n  (3) "Agreement", as distinguished from "contract", means the bargain\nof the parties in fact, as found in their language or inferred from\nother circumstances, including course of performance, course of dealing,\nor usage of trade as provided in Section 1--303.\n  (4) "Bank" means a person engaged in the business of banking and\nincludes a savings bank, savings and loan association, credit union, and\ntrust company.\n  (5) "Bearer" means a person in control of a negotiable electronic\ndocument of title or a person in possession of a negotiable instrument,\nnegotiable tangible document of title, or certificated security that is\npayable to bearer or indorsed in blank.\n  (6) "Bill of lading" means a document of title evidencing the receipt\nof goods for shipment issued by a person engaged in the business of\ndirectly or indirectly transporting or forwarding goods. The term does\nnot include a warehouse receipt.\n  (7) "Branch" includes a separately incorporated foreign branch of a\nbank.\n  (8) "Burden of establishing" a fact means the burden of persuading the\ntrier of fact that the existence of the fact is more probable than its\nnonexistence.\n  (9) "Buyer in ordinary course of business" means a person that buys\ngoods in good faith, without knowledge that the sale violates the rights\nof another person in the goods, and in the ordinary course from a\nperson, other than a pawnbroker, in the business of selling goods of\nthat kind. A person buys goods in the ordinary course if the sale to the\nperson comports with the usual or customary practices in the kind of\nbusiness in which the seller is engaged or with the seller's own usual\nor customary practices. A person that sells oil, gas, or other minerals\nat the wellhead or minehead is a person in the business of selling goods\nof that kind. A buyer in ordinary course of business may buy for cash,\nby exchange of other property, or on secured or unsecured credit, and\nmay acquire goods or documents of title under a preexisting contract for\nsale. Only a buyer that takes possession of the goods or has a right to\nrecover the goods from the seller under article 2 may be a buyer in\nordinary course of business. "Buyer in ordinary course of business" does\nnot include a person that acquires goods in a transfer in bulk or as\nsecurity for or in total or partial satisfaction of a money debt.\n  (10) "Conspicuous", with reference to a term, means so written,\ndisplayed, or presented that, based on the totality of the\ncircumstances, a reasonable person against which it is to operate ought\nto have noticed it. Whether a term is "conspicuous" or not is a decision\nfor the court.\n  (11) "Consumer" means an individual who enters into a transaction\nprimarily for personal, family, or household purposes.\n  (12) "Contract", as distinguished from "agreement", means the total\nlegal obligation that results from the parties' agreement as determined\nby this act as supplemented by any other applicable laws.\n  (13) "Creditor" includes a general creditor, a secured creditor, a\nlien creditor, and any representative of creditors, including an\nassignee for the benefit of creditors, a trustee in bankruptcy, a\nreceiver in equity, and an executor or administrator of an insolvent\ndebtor's or assignor's estate.\n  (14) "Defendant" includes a person in the position of defendant in a\ncounterclaim, cross-claim, or third-party claim.\n  (15) "Delivery", with respect to an electronic document of title means\nvoluntary transfer of control and with respect to an instrument, a\ntangible document of title, or an authoritative tangible copy of a\nrecord evidencing chattel paper, means voluntary transfer of possession.\n  (16) "Document of title" means a record (A) that in the regular course\nof business or financing is treated as adequately evidencing that the\nperson in possession or control of the record is entitled to receive,\ncontrol, hold, and dispose of the record and the goods the record covers\nand (B) that purports to be issued by or addressed to a bailee and to\ncover goods in the bailee's possession which are either identified or\nare fungible portions of an identified mass. The term includes a bill of\nlading, transport document, dock warrant, dock receipt, warehouse\nreceipt, and order for delivery of goods. An electronic document of\ntitle means a document of title evidenced by a record consisting of\ninformation stored in an electronic medium. A tangible document of title\nmeans a document of title evidenced by a record consisting of\ninformation that is inscribed on a tangible medium.\n  (16-a) "Electronic" means relating to technology having electrical,\ndigital, magnetic, wireless, optical, electromagnetic, or similar\ncapabilities.\n  (17) "Fault" means a default, breach, or wrongful act or omission.\n  (18) "Fungible goods" means:\n  (A) goods of which any unit, by nature or usage of trade, is the\nequivalent of any other like unit; or\n  (B) goods that by agreement are treated as equivalent.\n  (19) "Genuine" means free of forgery or counterfeiting.\n  (20) "Good faith" means honesty in fact in the transaction or conduct\nconcerned.\n  (21) "Holder" means:\n  (A) the person in possession of a negotiable instrument that is\npayable either to bearer or to an identified person that is the person\nin possession; or\n  (B) the person in possession of a negotiable tangible document of\ntitle if the goods are deliverable either to bearer or to the order of\nthe person in possession; or\n  (C) the person in control, other than pursuant to Section 7--106(g),\nof a negotiable electronic document of title.\n  (22) "Insolvency proceeding" includes an assignment for the benefit of\ncreditors or other proceeding intended to liquidate or rehabilitate the\nestate of the person involved.\n  (23) "Insolvent" means:\n  (A) having generally ceased to pay debts in the ordinary course of\nbusiness other than as a result of bona fide dispute;\n  (B) being unable to pay debts as they become due; or\n  (C) being insolvent within the meaning of federal bankruptcy law.\n  (24) "Money" means a medium of exchange that is currently authorized\nor adopted by a domestic or foreign government. The term includes a\nmonetary unit of account established by an intergovernmental\norganization or by agreement between two or more countries. The term\ndoes not include an electronic record that is a medium of exchange\nrecorded and transferable in a system that existed and operated for the\nmedium of exchange before the medium of exchange was authorized or\nadopted by the government.\n  (25) "Organization" means a person other than an individual.\n  (26) "Party", as distinguished from "third party", means a person that\nhas engaged in a transaction or made an agreement subject to this act.\n  (27) "Person" means an individual, corporation, business trust,\nestate, trust, partnership, limited liability company, association,\njoint venture, government, governmental subdivision, agency, or any\nother legal or commercial entity. The term includes a protected series,\nhowever denominated, of an entity if the protected series is established\nunder law other than this act that limits, or limits if conditions\nspecified under the law are satisfied, the ability of a creditor of the\nentity or of any other protected series of the entity to satisfy a claim\nfrom assets of the protected series.\n  (28) "Present value" means the amount as of a date certain of one or\nmore sums payable in the future, discounted to the date certain by use\nof either an interest rate specified by the parties if that rate is not\nmanifestly unreasonable at the time the transaction is entered into or,\nif an interest rate is not so specified, a commercially reasonable rate\nthat takes into account the facts and circumstances at the time the\ntransaction is entered into.\n  (29) "Purchase" means taking by sale, lease, discount, negotiation,\nmortgage, pledge, lien, security interest, issue or reissue, gift, or\nany other voluntary transaction creating an interest in property.\n  (30) "Purchaser" means a person that takes by purchase.\n  (31) "Record" means information that is inscribed on a tangible medium\nor that is stored in an electronic or other medium and is retrievable in\nperceivable form.\n  (32) "Remedy" means any remedial right to which an aggrieved party is\nentitled with or without resort to a tribunal.\n  (33) "Representative" means a person empowered to act for another,\nincluding an agent, an officer of a corporation or association, and a\ntrustee, executor, or administrator of an estate.\n  (34) "Right" includes remedy.\n  (35) "Security interest" means an interest in personal property or\nfixtures which secures payment or performance of an obligation.\n"Security interest" includes any interest of a consignor and a buyer of\naccounts, chattel paper, a payment intangible, or a promissory note in a\ntransaction that is subject to Article 9. "Security interest" does not\ninclude the special property interest of a buyer of goods on\nidentification of those goods to a contract for sale under Section\n2--401, but a buyer may also acquire a "security interest" by complying\nwith article 9. Except as otherwise provided in Section 2--505, the\nright of a seller or lessor of goods under Article 2 or 2-A to retain or\nacquire possession of the goods is not a "security interest", but a\nseller or lessor may also acquire a "security interest" by complying\nwith article 9. The retention or reservation of title by a seller of\ngoods notwithstanding shipment or delivery to the buyer under section\n2--401 is limited in effect to a reservation of a "security interest."\nWhether a transaction in the form of a lease creates a "security\ninterest" is determined pursuant to section 1--203.\n  (36) "Send", in connection with a record or notification means:\n  (A) to deposit in the mail, deliver for transmission, or transmit by\nany other usual means of communication with postage or cost of\ntransmission provided for, addressed to any address reasonable under the\ncircumstances; or\n  (B) to cause the record or notification to be received within the time\nit would have been received if properly sent pursuant to subparagraph\n(A).\n  (37) "Sign" means, with present intent to authenticate or adopt a\nrecord:\n  (A) execute or adopt a tangible symbol; or\n  (B) attach to or logically associate with the record an electronic\nsymbol, sound, or process.\n  "Signed, "signing", and "signature" have corresponding meanings.\n  (38) "State" means a state of the United States, the District of\nColumbia, Puerto Rico, the United States Virgin Islands, or any\nterritory or insular possession subject to the jurisdiction of the\nUnited States.\n  (39) "Surety" includes a guarantor or other secondary obligor.\n  (40) "Term" means a portion of an agreement that relates to a\nparticular matter.\n  (41) "Unauthorized signature" means a signature made without actual,\nimplied, or apparent authority. The term includes a forgery.\n  (42) "Warehouse receipt" means a document of title issued by a person\nengaged in the business of storing goods for hire.\n  (43) "Writing" includes printing, typewriting, or any other\nintentional reduction to tangible form. "Written" has a corresponding\nmeaning.\n