2023 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.