NY UCC § 1-201 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 1 Part 2 - General Definitions and Principles of Interpretation 1-201 - General Definitions.

Section 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:  (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.